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NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

AAIS Holdings Group, Inc., a Delaware corporation (the “Company”), was incorporated under the laws of the State of Delaware on January 30, 2017, with the name Superb Acquisition, Inc. On September 20, 2017, we changed our name to AIS Holdings Group, Inc.

 

Prior to April 1, 2025, we were engaged in IT and software development-related activities. Following a change in control on April 1, 2025, we discontinued all related operations and transitioned our business strategy to that of a “blank check” shell company. Although our wholly owned subsidiary, AIS Japan Co., Ltd. (“AIS Japan”), had previously been inactive following the change in control, AIS Japan subsequently entered into an outsourcing arrangement related to the development of certain software technology, as described further below.

 

On April 1, 2025, Takehiro Abe entered into a Share Purchase Agreement (the “Agreement”) with SKYPR LLC, an entity controlled by Ryohei Uetaki, pursuant to which Mr. Abe sold 18,200,000 shares of his restricted common stock in the Company to SKYPR LLC. These shares, representing approximately 91% of the Company’s outstanding stock, were sold for total consideration of eighty thousand dollars ($80,000). The transaction was consummated on the same date, resulting in a change in control of the Company, with SKYPR LLC becoming the largest controlling stockholder.

 

On April 1, 2025, Mr. Takehiro Abe resigned from his positions as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer, and Mr. Ryohei Uetaki was appointed to those positions and as the Company’s sole Director. Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe. As a result, the Company no longer has any amounts outstanding or payable to him.

 

Our principal executive offices are located at 3-5-2-205, Kojimachi, Chiyoda-ku, Tokyo, 102-0083, Japan.

 

The Company has elected March 31 as its fiscal year end.

 

On August 1, 2025, AIS Japan Co., Ltd., a wholly owned subsidiary of the Company, entered into a Business Outsourcing Agreement (the “ROGYX Agreement”) with ROGYX Co., Ltd. (“ROGYX”) to provide services relating to the development of what is referred to as the AI Agent ‘SEIKAI,’ a software and web application for customer management. SEIKAI is designed as an AI-powered advertising tool accessible via website login to assist small and medium-sized businesses with online marketing and advertising management.

 

Under the ROGYX Agreement, ROGYX provides services including product research and development, product design, securing and maintaining research and development facilities, and support for planning product development activities. The term of the Agreement is one year, automatically renewable for successive one-year periods unless either party provides notice of termination. All intellectual property created under the Agreement belongs to the Company.

 

The ROGYX Agreement was executed on August 1, 2025; however, the Company did not consider it material at that time because the AI Agent SEIKAI had not yet been created, and no rights or obligations had resulted in a material effect on the Company’s operations or financial position. Development of what is referred to as the AI Agent SEIKAI is currently nearing completion. The Company is in the process of evaluating potential business plans around this technology; however, no such plan has yet materialized or become definitive, and the Company has not previously disclosed any information regarding this potential business activity.

 

Notwithstanding the ROGYX Agreement and the ongoing development of SEIKAI, the Company remains a shell company under Rule 12b-2 of the Exchange Act, as it has no substantive operations, has generated no revenues, and has not yet developed or adopted a definitive business plan.