UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR
THE QUARTERLY PERIOD ENDED
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION
FILE NUMBER:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, Japan |
162-0051 | |
| (Address of principal executive offices) | (Zip Code) | |
N/A
(Former name if changed since last report)
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. [X]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 14, 2025, shares of common stock.
-1-
TABLE OF CONTENTS
Ultimate Holdings Group, Inc.
INDEX
PART I- FINANCIAL INFORMATION
-2-
PART I - FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
Ultimate Holdings Group, Inc.
BALANCE SHEETs
(UNAUDITED)
| As of | As of | ||||
| January 31, 2025 | July 31, 2024 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | $ | |||
| Prepaid expenses | |||||
| Total Current Assets | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | |||||
| Current Liabilities | |||||
| Accrued expenses | $ | $ | |||
| Due to related party | |||||
| Total Current liabilities | |||||
| TOTAL LIABILITIES | |||||
| Shareholders' Deficit | |||||
| Preferred stock ($ par value, shares authorized; shares issued and outstanding as of January 31, 2025 and July 31, 2024) | |||||
| Common stock ($ par value, shares authorized; shares issued and outstanding as of January 31, 2025 and July 31, 2024) | |||||
| Additional paid-in capital | ( |
( | |||
| Accumulated deficit | ( |
( | |||
| Accumulated other comprehensive income (loss) | ( | ||||
| Total Shareholders’ Deficit | ( |
( | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | $ | |||
The accompanying notes are an integral part of these unaudited financial statements.
-F1-
Ultimate Holdings Group, Inc.
StatementS of Operations AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | ||||||
| January 31, 2025 | January 31, 2024 | January 31, 2025 | January 31, 2024 | ||||||
| OPERATING EXPENSE | |||||||||
| General and administrative expenses | $ | $ | $ | $ | |||||
| Total Operating Expenses | |||||||||
| Loss Before Income Taxes | ( |
( |
( |
( | |||||
| Provision for Income Taxes | |||||||||
| Income tax expense | |||||||||
| NET LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( | |
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||
| Foreign currency translation adjustment | |
( |
| ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( | |
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ | ( |
$ | ( |
$ | ( |
$ | ( | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | |
|
|
| |||||
The accompanying notes are an integral part of these unaudited financial statements.
-F2-
Ultimate Holdings Group, Inc.
StatementS of Changes in SHAREHOLDERS’ Deficit
(Unaudited)
| ACCUMULATED | |||||||||||
| ADDITIONAL | OTHER | ||||||||||
| COMMON STOCK | PAID-IN | COMPREHENSIVE | ACCUMULATED | ||||||||
| NUMBER | AMOUNT | CAPITAL | INCOME (LOSS) | DEFICIT | TOTAL | ||||||
| Balance - July 31, 2023 | $ | $ | ( |
$ | $ | ( |
$ | ( | |||
| Net loss | - | ( |
( | ||||||||
| Foreign currency translation | - | ||||||||||
| Balance - October 31, 2023 | ( |
( |
( | ||||||||
| Net loss | - | ( |
( | ||||||||
| Foreign currency translation | - | ( |
( | ||||||||
| Balance - January 31, 2024 | $ | $ | ( |
$ | $ | ( |
$ | ( | |||
| Balance - July 31, 2024 | $ | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||
| Net loss | - | ( |
( | ||||||||
| Foreign currency translation | - | ||||||||||
| Balance - October 31, 2024 | ( |
( |
( | ||||||||
| Net loss | - | ( |
( | ||||||||
| Foreign currency translation | - | ||||||||||
| Balance - January 31, 2025 | $ | |
$ | ( |
$ | $ | ( |
$ | ( | ||
The accompanying notes are an integral part of these unaudited financial statements.
-F3-
Ultimate Holdings Group, Inc.
Statements of Cash Flows
(Unaudited)
| Six Months Ended | Six Months Ended | ||||
| January 31, 2025 | January 31, 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | ( |
$ | ( | |
| Changes in operating assets and liabilities: | |||||
| Prepaid expenses | |||||
| Accrued expenses | ( |
||||
| Due to related party | |||||
| Net cash provided by (used in) operating activities | ( | ||||
| Effect of foreign exchange on cash | ( |
||||
| Net Change in Cash and Cash Equivalents | |||||
| Cash and cash equivalents - beginning of the period | |||||
| Cash and cash equivalents - end of the period | $ | $ | |||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||
| Interest paid | $ | $ | |||
| Income taxes paid | $ | $ | |||
The accompanying notes are an integral part of these unaudited financial statements.
-F4-
Ultimate Holdings Group, Inc.
Notes to Unaudited Financial Statements
Note 1 - Organization and Description of Business
Ultimate Holdings, Inc. (we, us, our, or the "Company") was incorporated on July 30, 2021 in the State of Nevada.
On November 15, 2022, the Company (“Successor”) completed a reorganization with Luboa Group, Inc. (“LBAO” or “Predecessor”), a Nevada corporation, both of which are under common control. Pursuant to the reorganization, each share of Predecessor common stock issued and outstanding immediately prior to the reorganization was converted into one validly issued, fully paid and non-assessable share of Successor common stock. In connection with the reorganization, LBAO issued 500,000,000 shares of common stock to CRS Consulting, LLC (“CRS”), a Wyoming limited liability company, and made CRS the controlling shareholder of the Predecessor before the reorganization.
On April 21, 2023, the Company entered into a Share Purchase Agreement with CRS and SKYPR LLC, a Delaware Limited Liability Company (“SKYPR”), pursuant to which, on April 21, 2023 (“Closing Date”), CRS sold 493,884,000 shares of common stock, representing approximately 80.75% voting control of the Company. The consummation of the transactions resulted in a change in control of the Company, with SKYPR becoming the Company’s largest controlling stockholder. The sole member of SKYPR is Ryohei Uetaki.
On the Closing Date, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. Also on the Closing Date, Mr. Ryohei Uetaki was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company has not yet commenced any such operations.
The Company has elected July 31st as its year end.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements. The unaudited interim financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited financial statements. Significant estimates required to be made by management include, but are not limited to, valuation allowance of deferred tax assets. Actual results could differ from the estimates.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of January 31, 2025 and July 31, 2024.
The Company computes basic and diluted earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of January 31, 2025 and 2024, thus, anti-dilution issues are not applicable.
Foreign Currency Translation
The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
| January 31, 2025 | January 31, 2024 | |
| Current JPY: US$1 exchange rate | 155.18 | 146.88 |
| Average JPY: US$1 exchange rate | 150.63 | 146.99 |
Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s unaudited financial statements.
Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficit, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with borrowings from related parties. There is no assurance that the management’s plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 4 - Income Taxes
The Company has not recognized an income tax
benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.
The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the
net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related
deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the six
months ended January 31, 2025, the Company has incurred a net loss of approximately $
Note 5 - Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of January 31, 2025 and July 31, 2024.
Note 6 - Related-Party Transactions
Due to related party
During the six months ended
January 31, 2025 and 2024, Harbin Co., Ltd. (“Harbin”), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer
and controlling shareholder of the Company, paid operating expenses of $
During the six months ended January 31, 2025 and 2024, we utilized Harbin’s office space and equipment of our management at no cost.
Note 7 - Subsequent Events
During the period from February 1, 2025 to the filing date of this report, Harbin paid additional $
-F5-
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENTS
This Quarterly Report of Ultimate Holdings Group, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with U.S. GAAP, actual results could differ from our estimates and such differences could be material.
PLAN OF OPERATION
Ultimate Holdings Group, Inc. (we, us, our, the "Company" or the "Registrant") was incorporated in the State of Nevada on July 30, 2021. The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and, as of January 31, 2025, had made no efforts to identify a possible business combination. As a result, as of January 31, 2025, the Company had not conducted negotiations or entered into a letter of intent concerning any target business. The current business purpose of the Company is to seek the acquisition of or merger with, an existing company.
The Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the SEC) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51)-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a shell company, because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The company may merge with or acquire another company in which the promoters, management, or promoters’ or managements’ affiliates or associates, directly or indirectly, have an ownership interest.
RESULTS OF OPERATIONS
We generated $0 in revenue for the six months ended January 31, 2025 and 2024. Our operating expenses for the three months ended January 31, 2025 and 2024 were $64,734 and $37,396, respectively. Our operating expenses for the six months ended January 31, 2025 and 2024 were $147,983 and $92,645, respectively. Operating expenses were solely professional fees in nature. Our net loss for the three months period ended January 31, 2025 and 2024 was $64,734 and $37,396, respectively. Our net loss for the six months period ended January 31, 2025 and 2024 was $147,983 and $92,645, respectively.
LIQUIDITY AND CAPITAL RESOURCES
In assessing our liquidity and the substantial doubt about our ability to continue as a going concern, we monitor and analyze cash on hand, our ability to generate sufficient earnings in the future, and operating expenditure commitments. As of January 31, 2025, we generated no revenue. Our working capital deficit was $383,706 and our accumulated deficit was $414,439. These factors raise substantial doubt about our ability to continue as a going concern. Management plans to fund operating expenses with borrowings from related parties. There is no assurance that the management’s plan will be successful.
During the six months ended January 31, 2025 and 2024, the Company’s operating expenses were all paid by the related parties of the Company. The Company had immaterial cash provided by (used in) operating activities, and did not have any cash flows from investing or financing activities.
We have no known demands or commitments and are not aware of any events or uncertainties as of January 31, 2025 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
We had no material commitments for capital expenditures as of January 31, 2025.
-3-
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
ITEM 4 |
CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Principal Executive Officer and Principal Financial Officer, Ryohei Uetaki, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2025. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective as a result of material weaknesses in our internal control over financial reporting.
Changes in Internal Controls over Financial Reporting
There have been no significant changes to the Company’s internal controls over financial reporting that occurred during the fiscal quarter ended January 31, 2025 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.
Item 1A Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 2 Unregistered Sales of Equity Securities
None.
Item 3 DEFAULTS UPON SENIOR SECURITIES
None.
Item 4 MINE SAFETY DISCLOSURES
Not applicable.
Item 5 Other Information
None.
-4-
Item 6 Exhibits
Exhibit No. |
Description | |
| 3.1 (i) | Certificate of Incorporation (1) | |
| 3.1 (ii) | Restated Articles of Incorporation (2) | |
| 3.2 | By-laws (1) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3) | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| (1) | Filed as an exhibit to the Company's Registration Statement on Form 10-12G/A, as filed with the SEC on December 9, 2021 and incorporated herein by this reference. |
| (2) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on October 24, 2022 and incorporated herein by this reference. |
| (3) | Filed herewith. |
-5-
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ultimate Holdings Group, Inc.
Dated: March 14, 2025
| By: | /s/ Ryohei Uetaki | |
| Ryohei Uetaki, Chief Executive Officer (Principal Executive Officer), Director |
-6-
EXHIBIT 31.1
Ultimate Holdings Group, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Ryohei Uetaki, certify that:
1. I have reviewed this report on Form 10-Q of Ultimate Holdings Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: March 14, 2025
By: /s/ Ryohei Uetaki
Ryohei Uetaki,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
Ultimate Holdings Group, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Ryohei Uetaki, certify that:
1. I have reviewed this report on Form 10-Q of Ultimate Holdings Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: March 14, 2025
By: /s/ Ryohei Uetaki
Ryohei Uetaki,
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
Ultimate Holdings Group, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ultimate Holdings Group, Inc. (the Company) on Form 10-Q for the quarter ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ryohei Uetaki, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Ryohei Uetaki and will be retained by Ultimate Holdings Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: March 14, 2025
By: /s/ Ryohei Uetaki
Ryohei Uetaki,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
Ultimate Holdings Group, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ultimate Holdings Group, Inc. (the Company) on Form 10-Q for the quarter ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ryohei Uetaki, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Ryohei Uetaki and will be retained by Ultimate Holdings Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: March 14, 2025
By: /s/ Ryohei Uetaki
Ryohei Uetaki,
Chief Financial Officer
(Principal Financial Officer)
Cover - shares |
6 Months Ended | |
|---|---|---|
Jan. 31, 2025 |
Mar. 14, 2025 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Quarterly Report | true | |
| Document Period End Date | Jan. 31, 2025 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2025 | |
| Current Fiscal Year End Date | --07-31 | |
| Entity File Number | 000-056358 | |
| Entity Registrant Name | Ultimate Holdings GROUP, Inc. | |
| Entity Central Index Key | 0001888846 | |
| Entity Tax Identification Number | 92-3764731 | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Elected Not To Use the Extended Transition Period | false | |
| Entity Shell Company | true | |
| Common Stock, Shares, Outstanding | 611,600,000 |
Balance Sheets (Unaudited) - USD ($) |
Jan. 31, 2025 |
Jul. 31, 2024 |
|---|---|---|
| Current Assets | ||
| $ 300 | $ 300 | |
| 8,506 | 8,801 | |
| Total Current Assets | 8,806 | 9,101 |
| TOTAL ASSETS | 8,806 | 9,101 |
| Current Liabilities | ||
| 41,200 | ||
| 392,512 | 217,474 | |
| Total Current liabilities | 392,512 | 258,674 |
| TOTAL LIABILITIES | 392,512 | 258,674 |
| Shareholders' Deficit | ||
| 611,600 | 611,600 | |
| (594,240) | (594,240) | |
| (414,439) | (266,456) | |
| 13,373 | (477) | |
| Total Shareholders’ Deficit | (383,706) | (249,573) |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 8,806 | $ 9,101 |
Balance Sheets (Unaudited) (Parenthetical) |
Jan. 31, 2025
$ / shares
shares
|
|---|---|
| Statement of Financial Position [Abstract] | |
| Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
| Preferred Stock, Shares Authorized | 20,000,000 |
| Preferred Stock, Shares Issued | 0 |
| Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
| Common Stock, Shares Authorized | 1,000,000,000 |
| Common Stock, Shares, Issued | 611,600,000 |
Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jan. 31, 2025 |
Jan. 31, 2024 |
Jan. 31, 2025 |
Jan. 31, 2024 |
|
| OPERATING EXPENSE | ||||
| $ 64,734 | $ 37,396 | $ 147,983 | $ 92,645 | |
| Total Operating Expenses | 64,734 | 37,396 | 147,983 | 92,645 |
| Loss Before Income Taxes | (64,734) | (37,396) | (147,983) | (92,645) |
| Provision for Income Taxes | ||||
| NET LOSS | (64,734) | (37,396) | (147,983) | (92,645) |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| 6,290 | (1,738) | 13,850 | 46 | |
| TOTAL COMPREHENSIVE LOSS | $ (58,444) | $ (39,134) | $ (134,133) | $ (92,599) |
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 611,600,000 | 611,600,000 | 611,600,000 | 611,600,000 |
Statement of Changes in Shareholders' (Deficit) (Unaudited) - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Comprehensive Income [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|
| Common stock issued and outstanding | 611,600,000 | ||||
| Balance - January 31, 2025 | $ 611,600 | $ (594,240) | $ 122 | $ (21,182) | $ (3,700) |
| Balance - October 31, 2024 at Jul. 31, 2023 | 611,600 | (594,240) | 122 | (21,182) | (3,700) |
| Net loss | (55,249) | (55,249) | |||
| Foreign currency translation | 1,784 | 1,784 | |||
| Balance - October 31, 2024 at Jul. 31, 2023 | 611,600 | (594,240) | 122 | (21,182) | (3,700) |
| Net loss | $ (92,645) | ||||
| Common stock issued and outstanding | 611,600,000 | ||||
| Balance - January 31, 2025 | 611,600 | (594,240) | 1,906 | (76,431) | $ (57,165) |
| Balance - October 31, 2024 at Oct. 31, 2023 | 611,600 | (594,240) | 1,906 | (76,431) | (57,165) |
| Net loss | (37,396) | (37,396) | |||
| Foreign currency translation | (1,738) | $ (1,738) | |||
| Common stock issued and outstanding | 611,600,000 | ||||
| Balance - January 31, 2025 | 611,600 | (594,240) | 168 | (113,827) | $ (96,299) |
| Common stock issued and outstanding | 611,600,000 | ||||
| Balance - January 31, 2025 | 611,600 | (594,240) | (477) | (266,456) | $ (249,573) |
| Balance - October 31, 2024 at Jul. 31, 2024 | 611,600 | (594,240) | (477) | (266,456) | (249,573) |
| Net loss | (83,249) | (83,249) | |||
| Foreign currency translation | 7,560 | 7,560 | |||
| Balance - October 31, 2024 at Jul. 31, 2024 | 611,600 | (594,240) | (477) | (266,456) | (249,573) |
| Net loss | $ (147,983) | ||||
| Common stock issued and outstanding | 611,600,000 | ||||
| Balance - January 31, 2025 | 611,600 | (594,240) | 7,083 | (349,705) | $ (325,262) |
| Balance - October 31, 2024 at Oct. 31, 2024 | 611,600 | (594,240) | 7,083 | (349,705) | (325,262) |
| Net loss | (64,734) | (64,734) | |||
| Foreign currency translation | 6,290 | $ 6,290 | |||
| Common stock issued and outstanding | 611,600,000 | ||||
| Balance - January 31, 2025 | $ 611,600 | $ (594,240) | $ 13,373 | $ (414,439) | $ (383,706) |
Statement of Cash Flows (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jan. 31, 2025 |
Oct. 31, 2024 |
Jan. 31, 2024 |
Oct. 31, 2023 |
Jan. 31, 2025 |
Jan. 31, 2024 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| $ (64,734) | $ (83,249) | $ (37,396) | $ (55,249) | $ (147,983) | $ (92,645) | |
| 7,319 | ||||||
| (41,200) | ||||||
| 189,481 | 85,280 | |||||
| 298 | (46) | |||||
| Effect of foreign exchange on cash | (298) | 46 | ||||
| Net Change in Cash and Cash Equivalents | ||||||
| Cash and cash equivalents - beginning of the period | $ 300 | 300 | ||||
| Cash and cash equivalents - end of the period | $ 300 | 300 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||
| Interest paid | ||||||
| Income taxes paid | ||||||
Note 1 - Organization and Description of Business |
6 Months Ended |
|---|---|
Jan. 31, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Note 1 - Organization and Description of Business | Note 1 - Organization and Description of Business
Ultimate Holdings, Inc. (we, us, our, or the "Company") was incorporated on July 30, 2021 in the State of Nevada.
On November 15, 2022, the Company (“Successor”) completed a reorganization with Luboa Group, Inc. (“LBAO” or “Predecessor”), a Nevada corporation, both of which are under common control. Pursuant to the reorganization, each share of Predecessor common stock issued and outstanding immediately prior to the reorganization was converted into one validly issued, fully paid and non-assessable share of Successor common stock. In connection with the reorganization, LBAO issued 500,000,000 shares of common stock to CRS Consulting, LLC (“CRS”), a Wyoming limited liability company, and made CRS the controlling shareholder of the Predecessor before the reorganization.
On April 21, 2023, the Company entered into a Share Purchase Agreement with CRS and SKYPR LLC, a Delaware Limited Liability Company (“SKYPR”), pursuant to which, on April 21, 2023 (“Closing Date”), CRS sold 493,884,000 shares of common stock, representing approximately 80.75% voting control of the Company. The consummation of the transactions resulted in a change in control of the Company, with SKYPR becoming the Company’s largest controlling stockholder. The sole member of SKYPR is Ryohei Uetaki.
On the Closing Date, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. Also on the Closing Date, Mr. Ryohei Uetaki was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company has not yet commenced any such operations.
The Company has elected July 31st as its year end.
|
Note 2 - Summary of Significant Accounting Policies |
6 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2025 | ||||||||||
| Accounting Policies [Abstract] | ||||||||||
| Note 2 - Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements. The unaudited interim financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited financial statements. Significant estimates required to be made by management include, but are not limited to, valuation allowance of deferred tax assets. Actual results could differ from the estimates.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of January 31, 2025 and July 31, 2024.
The Company computes basic and diluted earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of January 31, 2025 and 2024, thus, anti-dilution issues are not applicable.
Foreign Currency Translation
The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s unaudited financial statements.
|
Note 3 - Going Concern |
6 Months Ended |
|---|---|
Jan. 31, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Note 3 - Going Concern | Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficit, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with borrowings from related parties. There is no assurance that the management’s plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
|
Note 4 - Income Taxes |
6 Months Ended |
|---|---|
Jan. 31, 2025 | |
| Income Tax Disclosure [Abstract] | |
| Note 4 - Income Taxes | Note 4 - Income Taxes
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the six months ended January 31, 2025, the Company has incurred a net loss of approximately $147,983 which resulted in a net operating loss for income tax purposes. The loss results in an increase in the deferred tax asset of approximately $31,076 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on July 30, 2021, and our fiscal year end of July 31, 2024, we have completed only three taxable fiscal years.
|
Note 5 - Commitments and Contingencies |
6 Months Ended |
|---|---|
Jan. 31, 2025 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Note 5 - Commitments and Contingencies | Note 5 - Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of January 31, 2025 and July 31, 2024.
|
Note 6 - Related-Party Transactions |
6 Months Ended |
|---|---|
Jan. 31, 2025 | |
| Related Party Transactions [Abstract] | |
| Note 6 - Related-Party Transactions | Note 6 - Related-Party Transactions
Due to related party
During the six months ended January 31, 2025 and 2024, Harbin Co., Ltd. (“Harbin”), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer and controlling shareholder of the Company, paid operating expenses of $189,481 and $85,280, respectively, on behalf of the Company. As of January 31, 2025 and July 31, 2024, the amount due to Harbin was $392,512 and $217,474, respectively. The balance is unsecured, non-interest bearing and due on demand.
During the six months ended January 31, 2025 and 2024, we utilized Harbin’s office space and equipment of our management at no cost.
|
Note 7 - Subsequent Events |
6 Months Ended |
|---|---|
Jan. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Note 7 - Subsequent Events | Note 7 - Subsequent Events
During the period from February 1, 2025 to the filing date of this report, Harbin paid additional $27,034 for operating expenses on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
|
Note 2 - Summary of Significant Accounting Policies (Policies) |
6 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2025 | ||||||||||
| Accounting Policies [Abstract] | ||||||||||
| Basis of Presentation | Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements. The unaudited interim financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2024.
|
|||||||||
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited financial statements. Significant estimates required to be made by management include, but are not limited to, valuation allowance of deferred tax assets. Actual results could differ from the estimates.
|
|||||||||
| Income Taxes | Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of January 31, 2025 and July 31, 2024.
|
|||||||||
| Earnings (Loss) Per Share |
The Company computes basic and diluted earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of January 31, 2025 and 2024, thus, anti-dilution issues are not applicable.
|
|||||||||
| Foreign Currency Translation | Foreign Currency Translation
The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
|
|||||||||
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s unaudited financial statements.
|
Note 2 - Summary of Significant Accounting Policies (Tables) |
6 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2025 | ||||||||||
| Accounting Policies [Abstract] | ||||||||||
| Translation of amounts from the local currency of the Company into US$1 | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
|
Note 4 - Income Taxes (Details Narrative) |
6 Months Ended |
|---|---|
|
Jan. 31, 2025
USD ($)
| |
| Income Tax Disclosure [Abstract] | |
| [custom:Netlossduration] | $ 147,983 |
| Deferred Income Tax Assets, Net | $ 31,076 |
Note 6 - Related-Party Transactions (Details Narrative) - USD ($) |
6 Months Ended | |
|---|---|---|
Jan. 31, 2025 |
Jan. 31, 2024 |
|
| Related Party Transactions [Abstract] | ||
| [custom:Paidbyharibinduring] | $ 189,481 | $ 85,280 |
| [custom:Duetoharibinasof-0] | $ 392,512 | $ 217,474 |
Note 7 - Subsequent Events (Details Narrative) |
1 Months Ended |
|---|---|
|
Mar. 14, 2025
USD ($)
| |
| Subsequent Events [Abstract] | |
| [custom:Additionalpaidbyharibin] | $ 27,034 |
L#Q+A(^*2(QVUQ2$\4<$_'PF%5'+[=&PJEXMGLGONV8X8,+P,.,-AVS=\IS+%>#:?CK(%
M$;01M!&T$;01M!&T$;2'R18DLXMG+#[>BQFEK%3E?[*G&MV/QB^&8P.G,=84
M#ISSOSX;]%,<][8:]$.^!=]D>V-S%4*^!=]DV^=,U(AL6\9W5D_HRUCWFV?6
MOXDFQ6V?,BFDXZG,BN+/(R-*Q%<>?#7#.-OG.?PP3K"3'^ORERN^5I^(N<>C
MGIH>C7<\6B_TQ,CAV^K(G^P4Z;="P4)$P9!2<)?CTA:;ESX+(K@UVHMFKCB,
M9W,G?W_PL?.>3^F1VN?(UX-2\/CF+>Y7?KBE0VJ-X:T;20??A01'&\,_ 6I(VR@CS@NIA/.3)DAM
M// V'T\6YKN)(CGW-N6