Filed 2025-07-09 · Period ending 2025-03-31 · 16,707 words · SEC EDGAR
← AIDG Profile · AIDG JSON API
# AIS Holdings Group, Inc. (AIDG) — 10-K
**Filed:** 2025-07-09
**Period ending:** 2025-03-31
**Accession:** 0001599916-25-000082
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1702015/000159991625000082/)
**Origin leaf:** 069c5151825d89a3aaf8f9e16809f1397fc425822643b8e97ebc3ca369cdfcca
**Words:** 16,707
---
****
**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**WASHINGTON,
D.C. 20549**
**FORM 10-K**
|
[X]ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |
**FOR THE
FISCAL YEAR ENDED March 31, 2025**
**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: 000-55769**
**AIS HOLDINGS GROUP, INC.**
**(Exact name of registrant as specified in its charter)**
|
|
Delaware |
36-4877329 |
| |
|
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| |
|
|
|
|
| |
|
|
3-5-2-205, Kojimachi
Chiyoda-ku, Tokyo, Japan |
102-0083 |
| |
|
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
| |
Securities to be registered under Section 12(b) of
the Act: None
Securities to be registered under Section 12(g) of
the Exchange Act:
****
|
|
Title
of each class |
|
Name of each exchange on which
registered |
| |
|
|
Common
Stock, $0.0001 |
|
None,
however quoted by the OTC Markets Group under the ticker AIDG |
| |
****
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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] Yes [ ] No
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 ( 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] Yes [ ] No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an acceleratedfiler, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 |
|
Non-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] Yes [] No
As of September 30, 2024, the last business day of the Registrants
second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting
that any person whose shares are not included in such calculation is an affiliate) was approximately $0.
As of July 9, 2025, there were 20,000,000 shares of the Registrants
common stock, par value $0.0001 per share, issued and outstanding.
****
**TABLE OF CONTENTS**
**AIS HOLDINGS
GROUP, INC.**
|
PART
I |
|
|
PAGE | |
|
|
Cautionary
Note Concerning Forward-Looking Statements |
|
| |
|
Item
1 |
Business |
|
1 | |
|
Item
1A |
Risk
Factors |
|
4 | |
|
Item
1B |
Unresolved
Staff Comments |
|
4 | |
|
Item 1C |
Cybersecurity |
|
4 | |
|
Item
2 |
Properties |
|
4 | |
|
Item
3 |
Legal
Proceedings |
|
4 | |
|
Item 4 |
Mine Safety Disclosures |
|
4 | |
|
|
|
|
| |
|
PART
II |
|
|
| |
|
Item 5 |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
|
4 | |
|
Item 6 |
Selected Financial Data |
|
5 | |
|
Item 7 |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
|
5 | |
|
Item 7A |
Quantitative and Qualitative Disclosures about Market Risk |
|
5 | |
|
Item 8 |
Financial Statements and Supplementary Data |
|
F1-F9 | |
|
Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
|
6 | |
|
Item 9A |
Controls and Procedures |
|
6 | |
|
Item 9B |
Other Information |
|
6 | |
|
|
|
|
| |
|
PART
III |
|
|
| |
|
Item 10 |
Directors, Executive Officers and Corporate Governance |
|
7 | |
|
Item 11 |
Executive Compensation |
|
8 | |
|
Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
|
9 | |
|
Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
|
9 | |
|
Item 14 |
Principal Accounting Fees and Services |
|
9 | |
|
|
|
|
| |
|
PART
IV |
|
|
| |
|
Item 15 |
Exhibits, Financial Statement Schedules |
|
10 | |
|
|
Signatures |
|
10 | |
****
**Cautionary Note Concerning Forward-Looking
Statements**
****
Certain statements and information in this Annual Report on Form 10-K for the year ended March 31, 2025 (the Annual Report)
may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities,
events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures,
commencement of business operations, business strategy, and other similar matters are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as may, will, should, expect,
plan, anticipate, believe, estimate, predict, potential,
or continue, or other comparable terminology. These forward-looking statements are based largely on our current expectations
and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject
to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed
in the forward-looking statements. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified
by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized.
We undertake no obligation to update or revise any of the forward-looking statements contained herein.
****
[Table of Contents](#table)
**PART I**
**Item 1. Business.**
**Corporate History**
The Company was originally incorporated as *Superb
Acquisition, Inc.* under the laws of the State of Delaware on January 30, 2017, with the purpose of acquiring or merging with an operating
business. On June 18, 2017, the prior sole shareholder and controller of Superb Acquisition, Inc. entered into and consummated a Share
Purchase Agreement with Takehiro Abe. As part of the agreement, the prior controller transferred all 20,000,000 issued and outstanding
shares of the Companys common stock to Mr. Takehiro Abe.
In regards to the above transaction, the shares were
sold pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S") since the sale of common stock was
made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed
selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting
on behalf of any of the foregoing.
Following the closing of the share purchase transaction
above, Takehiro Abe gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder
of the Company.
On June 18, 2017, the prior sole officer and director
of the Company resigned from all positions, including Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer,
and Director. The resignation was not due to any disagreement with the Company regarding its operations, policies, or practices. Commensurate
with this change, Mr. Takehiro Abe was appointed to serve as the Companys Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer, and Director effective the same day.
On June 20, 2017, the Company filed with the Delaware
Secretary of State, a Certificate of Amendment to change the name of Registrant to AIS Holdings Group, Inc. On October 25, 2017, the Company
entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with Takehiro Abe. Pursuant to this Agreement, on
October 25, 2017 Takehiro Abe transferred to AIS Holdings Group, Inc., 100 shares of the common stock of AIS Japan Co., Ltd., a Japan
corporation (AIS Japan), which represents all of its issued and outstanding shares, in consideration of 1,000,000 JPY.
Following the effective date of the share purchase
transaction above on October 25, 2017, AIS Holdings Group, Inc. gained a 100% interest in the issued and outstanding shares of AIS Japans
common stock and AIS Japan became a wholly owned subsidiary of the Company.
On February 28, 2018, AIS Japan purchased software
for a cryptocurrency trading platform (Software Platform Package) from GL Co., Ltd. in the amount of 2,000,000 JPY (approximately
$18,000).
On April 1, 2018, the Company entered into an agreement
with Trend Rich Global Limited to lease the Companys Software System package. The Software System Package is source code that can
be expanded upon to create custom websites for clients in the digital currency industry.
On August 16, 2018, AIS Japan Co., Ltd., our wholly
owned subsidiary, entered into a Software Development Agreement with GL Co., Ltd., whereas GL Co., Ltd. will improve upon the Companys
existing Software Platform Package which is owned by AIS Japan. The fee to further develop the software is in the amount of 5,000,000
JPY (approximately $45,000).
In September, 2019, Takehiro Abe, our controlling
shareholder, entered into stock purchase agreements with 34 shareholders. Pursuant to these agreements, Takehiro Abe sold a total of 1,800,000
shares of common stock to these individuals and received $54,000 as aggregate consideration. Each shareholder paid $0.03 USD per share.
These shares were sold pursuant to the Companys effective S-1 Registration Statement deemed effective on July 15, 2019 at 4 pm
EST.
On March 6, 2020, the agreement between the Company
and GL Co., Ltd. was deemed to have been completed. GL Co., Ltd. successfully improved the software systems administration system,
as well as user system, in ways which were deemed to be acceptable and complete by the Company, and the ongoing services of GL Co., Ltd.
were deemed to no longer be required.
On February 1, 2024, The Company ended its relationship/
terminated its agreement with Trend Rich Global Limited.
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 Takehiro Abe
sold 18,200,000 shares of his restricted common stock in the Company to SKYPR LLC. These shares, representing approximately 91% of the
Companys 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 Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer of the Company. His resignation was
not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. On the same date, Mr. Ryohei
Uetaki was appointed to serve as the Companys Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer,
and Director.
On April 1, 2025, in connection with a change in control
of the Company, the Company ceased its operations in the IT and software development sector. As a result, the Company has reverted to
its prior status as a "blank check" shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
The Company currently has no material operations and is actively seeking potential business combination opportunities.
- 1-
[Table of Contents](#table)
****
**Business Plan**
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., no longer conducts any material operations, it remains an inactive but wholly owned subsidiary of the 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.
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 current business plan is to serve
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 Companys 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.
A business combination would help us grow and
cease to be a shell company.
The analysis of new business opportunities
will be undertaken by, or under the supervision of, Ryohei Uetaki, the sole officer and director of the Registrant. As of this date, the
Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential
business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant
will consider the following kinds of factors:
|
|
(a) |
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; | |
|
|
(b) |
Strength and diversity of management, either in place or scheduled for recruitment; | |
|
|
(c) |
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; | |
|
|
(d) |
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials; | |
|
|
(e) |
The extent to which the business opportunity can be advanced; | |
|
|
(f) |
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and, | |
|
|
(g) |
Other relevant factors. | |
In applying the foregoing criteria, no one of
which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable
investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover
or adequately evaluate adverse facts about the opportunity to be acquired.
Additionally, The Company will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of
business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be a merger or acquisition candidate for the Company. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company
will also compete with numerous other small public companies in seeking merger or acquisition candidates.
- 2-
[Table of Contents](#table)
**Form of Acquisition**
The manner in which the Registrant participates
in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters
of the opportunity, and the relative negotiating strength of the Registrant and such promoters.
It is likely that the Registrant will acquire
its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms
of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or
not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving
entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 10% or less of the total issued and outstanding shares of the
surviving entity.
Our management anticipates that we will likely
be able to affect only one business combination, due primarily to our limited financing.
|
|
(a) |
Potential for growth, indicated by new technology, anticipated market expansion or new products; | |
We anticipate difficulty in obtaining financing
from other sources since we have no income and limited cash reserves. We are presently reliant on capital contributions towards expenses
from our sole officer and director, Ryohei Uetaki. Our sole officer and director has not guaranteed that he will continue to support our
capital needs. Therefore, we may not have the ability to continue as a going concern.
The present stockholders of the Registrant will
likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such
a transaction, all, or a majority of, the Registrant's directors may resign and one or more new directors may be appointed without any
vote by stockholders.
The Company anticipates that prior to consummating
any acquisition or merger, the Company, if required by relevant state laws and regulations, will seek to have the transaction approved
by stockholders in the appropriate manner. Certain types of transactions may be entered into solely by Board of Directors approval without
stockholder approval.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial cost for accountants, attorneys and others. We estimate such cost
to be approximately $30,000. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred
in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.
We presently have no employees apart from our
management, which consists of one person, our sole officer and director, Mr. Ryohei Uetaki. Our sole officer and director is engaged in
outside business activities and anticipates that he will devote to our business approximately ten (10) hours per week until the acquisition
of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such
changes, if any, incident to a business combination.
Furthermore, the analysis of new business opportunities will be undertaken
by, or under the supervision of, Ryohei Uetaki, the sole officer and director of the Company, who is not a professional business analyst
and, in all likelihood, will not be experienced in matters relating to the target business opportunity. The inexperience of Mr. Uetaki
and the fact that the analysis and evaluation of a potential business combination is to be taken under his supervision may adversely impact
the Companys ability to identify and consummate a successful business combination. There is no guarantee that Mr. Uetaki will be
able to identify a business combination target that is suitable for the Company. Ryohei Uetaki, the sole officer and director of the company,
may hire third parties to conduct an analysis for a target company or any other business opportunities.
- 3-
[Table of Contents](#table)
**Item 1A. Risk Factors.**
****
As a smaller reporting company, as defined in Rule
12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
**Item 1B. Unresolved Staff Comments.**
None.
**Item 1C. Cybersecurity**
Cybersecurity incidents have the potential to disrupt
our business operations, lead to the loss of critical and confidential information, and damage our reputation and financial performance.
Given the company's small size, limited staff, and
minimal resources, we have not yet developed or implemented specific cybersecurity risk management programs to safeguard the confidentiality,
integrity, and availability of our essential systems and data.
Currently, the security of our information is managed
by Mr. Ryohei Uetaki, our sole officer and director. While Uetaki believes he can maintain adequate internal security measures at this
stage, there is no guarantee that this will prevent potential breaches, disruptions to our operations, or other related issues.
**Item 2. Properties.**
Our principal executive offices are located at 3-5-2-205, Kojimachi, Chiyoda-ku, Tokyo, 102-0083, Japan. This space is rented by our sole
officer and director, Ryohei Uetaki, and is provided to the Company at no cost. We do not own any real property. We believe that our current
office space is adequate for our present needs and level of operations.
**Item 3. Legal Proceedings.**
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of
our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on
our business, prospects, financial condition or results of operations.
**Item 4. Mine Safety Disclosures.**
Not applicable.
**PART II**
**Item 5. Market for Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.**
**Market Information**
****
Our common stock is currently quoted on the OTC Marketplace
under the Pink Limited Information tier and trades under the ticker symbol AIDG. The Company does not have an established
market price per share for its common stock.
**Holders**
As
of July 9, 2025, we have 28 shareholders of record of our common stock and 20,000,000 shares of common stock issued and outstanding.
**Dividends and Share Repurchases**
We have not paid any dividends to our shareholder.
There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.
**Issuer Purchases of Equity Securities**
None.
**Equity Compensation Plan Information**
Not applicable.
**Recent Sales of Unregistered Securities; Uses of
Proceeds from Registered Securities**
****
Not applicable.
- 4-
[Table of Contents](#table)
**Item 6. Selected Financial Data.**
As a smaller reporting company, we are not required to provide the information required by this Item.
**Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations.**
****
Certain statements, other than purely historical information,
including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words believes, project, expects,
anticipates, estimates, intends, strategy, plan, may,
will, would, will be, will continue, will likely result, and similar
expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor
provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect
of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future
prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered
in evaluating forward-looking statements and undue reliance should not be placed on such statements.
**Liquidity and Capital Resources**
As of March 31, 2025, the Company had a cash balance
of $6. This amount is not sufficient to fund even minimal levels of ongoing operations. Historically, the Company has relied on funds
advanced on an informal basis by Mr. Takehiro Abe, the Companys former officer and director, to cover certain operating and professional
expenses. Mr. Abe is no longer affiliated with the Company and has no continuing obligation, whether formal or informal, to provide financial
support.
Going forward, Mr. Ryohei Uetaki, the Companys
sole officer and director, may elect, at his discretion, to provide funding to support the Companys limited operations. However,
Mr. Uetaki has no formal commitment, agreement, or legal obligation to advance or loan funds to the Company.
In order to execute any part of our business plan
over the next twelve months, we will require additional financing. As a shell company with no current operations, revenues, or established
sources of funding, there can be no assurance that such financing will be available on acceptable terms, or at all.
**Due to Related Party**
As of March 31, 2025, the Company had $157,399 recorded
as due to related party, representing amounts advanced by Mr. Takehiro Abe, the Companys now former officer and director. This
balance was unsecured, non-interest bearing, and payable on demand. The advances were used to fund the Companys operating expenses.
Effective April 8, 2025, the Company cancelled the
full amount of the $157,399 due to related party. As a result, the Company no longer has any amounts outstanding or payable to Mr. Abe.
We are a start-up company and generated no
revenue for the year ended March 31, 2025. Any revenue we had derived for prior year ends resulted from our prior business plan,
which has since been discontinued. Following a change in control and new leadership under Ryohei Uetaki, our sole officer and
director, the Company is now operating as a blank check shell company.
Going forward, we must generate sufficient revenue
to cover our operating costs and expenses. If we are unable to do so, we will require additional financing to implement our business plan.
Should we be unable to obtain the necessary funding, we may be forced to suspend or cease operations.
**Net Loss**
****
We recorded a net loss of $77,169 for the year
ended March 31, 2025, compared to a net loss of $50,975 for the year ended March 31, 2024. The increase in net loss was primarily
due to a decrease in revenues during the year ended March 31, 2025.
**Going Concern**
For the year ended March 31, 2025, the Company has
generated no income from operations, which raises substantial doubt about the Companys ability to continue as a going concern.
The Companys management plans to engage in very limited activities without incurring any liabilities that must be satisfied in
cash until a more stable source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of
financing its operations. If the Company is unable to obtain revenue-producing contracts or financing, or if the revenue or financing
it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or
seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing
stockholders. These conditions and uncertainties raise substantial doubt as to the Company's ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
**Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.**
As a smaller reporting company, we
are not required to provide the information required by this Item.
- 5-
[Table of Contents](#table)
****
**Item 8. Financial Statements and Supplementary
Data.**
****
**AIS
HOLDINGS GROUP, INC.**
**FINANCIAL STATEMENTS**
****
**INDEX TO FINANCIAL
STATEMENTS**
|
|
|
Pages | |
|
|
|
| |
|
Report
of Independent Registered Public Accounting Firm (Firm ID: 2738) |
|
F2 | |
|
|
|
| |
|
Consolidated
Balance Sheets |
|
F3 | |
|
|
|
| |
|
Consolidated
Statements of Operations and Comprehensive Loss |
|
F4 | |
|
|
|
| |
|
Consolidated
Statements of Shareholders Deficit |
|
F5 | |
|
|
|
| |
|
Consolidated
Statements of Cash Flows |
|
F6 | |
|
|
|
| |
|
Notes
to Consolidated Financial Statements |
|
F7-F9 | |
- F1-
[Table of Contents](#table)
*
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
****
To the Board of Directors and Shareholders
AIS Holdings Group, Inc.
**Opinion on the Financial Statements**
We have audited the accompanying consolidated balance
sheets of AIS Holdings Group, Inc. (the Company) as of March 31, 2025 and 2024, and the related consolidated statements of operations
and comprehensive loss, shareholders deficit, and cash flows for each of the years in the two-year period ended March 31, 2025,
and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024 and the results
of its operations and its cash flows for each of the years in the two-year period ended March 31, 2025, in conformity with accounting
principles generally accepted in the United States of America.
**Going Concern**
****
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements,
the company has suffered a net loss from operations and has a capital deficiency, which raises substantial doubt about its ability to
continue as a going concern. Managements plans regarding these matters are also described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
**Basis for Opinion**
****
These consolidated financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error orfraud.The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide
a reasonable basis for our opinion.
**Critical Audit Matter**
The critical audit matter
communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which
it relates.
Going Concern*
**
As discussed in Note 3 to
the consolidated financial statements, the Company has a going concern due to a negative working capital and losses from operations which
raises substantial doubt about its ability to continue as a going concern.
Auditing managements evaluation of a going concern
can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult
to substantiate.
To evaluate the appropriateness of the going concern,
we examined and evaluated the financial information along with managements plans to mitigate the going concern and managements
disclosure on going concern.
*/s/ M&K CPAS, PLLC*
We have served as the Companys auditor since 2017.
The Woodlands, TX
July 9, 2025
- F2-
[Table of Contents](#table)
**AIS HOLDINGS GROUP, INC.**
**CONSOLIDATED BALANCE SHEETS**
|
|
|
|
As
of |
|
As
of | |
|
|
|
|
March 31, 2025 |
|
March
31, 2024 | |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
ASSETS |
|
|
|
| |
|
Current
Assets |
|
|
|
| |
|
|
Cash
and cash equivalents |
$ |
6 |
$ |
1,165 | |
|
|
Prepaid
expenses |
|
- |
|
100 | |
|
|
|
|
|
|
| |
|
TOTAL
CURRENT ASSETS |
|
6 |
|
1,265 | |
|
|
|
|
|
|
| |
|
LIABILITIES
AND SHAREHOLDERS' DEFICIT |
|
|
|
| |
|
Current
Liabilities |
|
|
|
| |
|
|
Due
to related party |
$ |
157,399 |
$ |
102,209 | |
|
|
Accrued
expenses |
|
5,681 |
|
25 | |
|
|
|
|
|
|
| |
|
TOTAL
CURRENT LIABILITIES |
|
163,080 |
|
102,234 | |
|
|
|
|
|
|
| |
|
Shareholders'
Deficit |
|
|
|
| |
|
|
Preferred
stock ($0.0001
par value, 20,000,000
shares authorized; 0
issued and outstanding as of as of March 31, 2025 and March 31, 2024) |
|
- |
|
- | |
|
|
Common
stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of March 31, 2025 and
March 31, 2024) |
|
2,000 |
|
2,000 | |
|
|
Additional
paid-in capital |
|
74,592 |
|
58,383 | |
|
|
Accumulated
deficit |
|
(258,405) |
|
(181,235) | |
|
|
Accumulated
other comprehensive income |
|
18,739 |
|
19,883 | |
|
|
|
|
|
|
| |
|
TOTAL
SHAREHOLDERS' DEFICIT |
|
(163,074) |
|
(100,969) | |
|
|
|
|
|
|
| |
|
TOTAL
LIABILITIES AND SHAREHOLDERS' DEFICIT |
$ |
6 |
$ |
1,265 | |
The accompanying
notes are an integral part of these audited consolidated financial statements.
- F3-
[Table of Contents](#table)
**AIS HOLDINGS GROUP, INC.**
**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS**
|
|
|
|
Year Ended |
|
Year Ended | |
|
|
|
|
March 31, 2025 |
|
March 31, 2024 | |
|
|
|
|
|
|
| |
|
Revenues |
$ |
- |
$ |
20,000 | |
|
|
|
|
|
|
| |
|
OPERATING EXPENSE |
|
|
|
| |
|
|
General and administrative expenses |
|
60,961 |
|
60,122 | |
|
|
|
|
|
|
| |
|
Total Operating Expenses |
|
60,961 |
|
60,122 | |
|
|
|
|
|
|
| |
|
Other Income (Expense) |
|
|
|
| |
|
|
Interest expenses |
|
(16,209) |
|
(10,853) | |
|
|
|
|
|
|
| |
|
NET LOSS |
$ |
(77,170) |
$ |
(50,975) | |
|
|
|
|
|
|
| |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
| |
|
|
Foreign currency translation adjustment |
|
(1,144) |
|
8,776 | |
|
|
|
|
|
|
| |
|
TOTAL COMPREHENSIVE INCOME (LOSS) |
$ |
(78,314) |
$ |
(42,199) | |
|
|
|
|
|
|
| |
|
BASIC AND DILUTED NET LOSS PER COMMON SHARE |
$ |
(0.00) |
$ |
(0.00) | |
|
|
|
|
|
|
| |
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED |
|
20,000,000 |
|
20,000,000 | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
- F4-
[Table of Contents](#table)
**AIS HOLDINGS
GROUP, INC.**
**CONSOLIDATED
STATEMENTS OF SHAREHOLDERS' DEFICIT**
****
|
|
|
|
|
|
|
|
ACCUMULATED |
|
|
|
| |
|
|
|
|
|
|
ADDITIONAL |
|
OTHER |
|
|
|
| |
|
|
COMMON STOCK |
|
PAID IN |
|
COMPREHENSIVE |
|
ACCUMULATED |
|
TOTAL | |
|
|
NUMBER |
|
AMOUNT |
|
CAPITAL |
|
INCOME |
|
DEFICIT |
|
DEFICIT | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance - March 31, 2023 |
20,000,000 |
$ |
2,000 |
$ |
47,530 |
$ |
11,107 |
$ |
(130,261) |
$ |
(69,624) | |
|
Imputed interests |
- |
|
- |
|
10,853 |
|
- |
|
- |
|
10,853 | |
|
Net loss |
- |
|
- |
|
- |
|
- |
|
(50,974) |
|
(50,974) | |
|
Foreign currency translation |
- |
|
- |
|
- |
|
8,776 |
|
- |
|
8,776 | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance
- March 31, 2024 |
20,000,000 |
$ |
2,000 |
$ |
58,383 |
$ |
19,883 |
$ |
(181,235) |
$ |
(100,969) | |
|
Imputed
interests |
- |
|
- |
|
16,209 |
|
- |
|
- |
|
16,209 | |
|
Net
loss |
- |
|
- |
|
- |
|
- |
|
(77,170) |
|
(77,170) | |
|
Foreign
currency translation |
- |
|
- |
|
- |
|
(1,144) |
|
- |
|
(1,144) | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance
- March 31, 2025 |
20,000,000 |
$ |
2,000 |
$ |
74,592 |
$ |
18,739 |
$ |
(258,405) |
$ |
(163,074) | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
- F5 -
[Table of Contents](#table)
**AIS
HOLDINGS GROUP, INC.**
**CONSOLIDATED
STATEMENTS OF CASH FLOWS**
|
|
|
|
Year Ended |
|
Year Ended | |
|
|
|
|
March 31, 2025 |
|
March 31, 2024 | |
|
|
|
|
|
|
| |
|
OPERATING ACTIVITIES |
|
|
|
| |
|
|
Net loss |
$ |
(77,170) |
$ |
(50,975) | |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
| |
|
|
Imputed interest |
|
16,209 |
|
10,853 | |
|
|
Changes in operating assets and liabilities: |
|
|
|
| |
|
|
Accounts receivable |
|
- |
|
2,000 | |
|
|
Prepaid expenses |
|
100 |
|
875 | |
|
|
Accrued expenses |
|
5,656 |
|
- | |
|
|
Net cash used in operating activities |
|
(55,205) |
|
(37,221) | |
|
|
|
|
|
|
| |
|
FINANCING ACTIVITIES |
|
|
|
| |
|
|
Proceeds from due to related party |
|
54,047 |
|
35,564 | |
|
|
Net cash provided by financing activities |
|
54,047 |
|
35,564 | |
|
|
|
|
|
|
| |
|
Net effect of exchange rate changes on cash |
|
(1) |
|
(155) | |
|
|
|
|
|
|
| |
|
Net Change in Cash and Cash Equivalents |
$ |
(1,159) |
$ |
(1,812) | |
|
Cash and cash equivalents - beginning of period |
|
1,165 |
|
2,977 | |
|
Cash and cash equivalents - end of period |
$ |
6 |
$ |
1,165 | |
|
|
|
|
|
|
| |
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
| |
|
Interest paid |
$ |
- |
$ |
- | |
|
Income taxes paid |
|
- |
|
- | |
The accompanying notes are an
integral part of these audited consolidated financial statements.
- F6 -
[Table of Contents](#table)
**AIS
HOLDINGS group, INC.**
**NOTES TO FINANCIAL STATEMENTS**
**March 31, 2025 AND 2024**
**NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**
AIS 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., no longer conducts any material operations, it remains an inactive but wholly owned subsidiary of the Company.
Our principal executive offices are located at 3-5-2-205,
Kojimachi, Chiyoda-ku, Tokyo, 102-0083, Japan.
The Company has elected March 31st as its fiscal year
end.
********
**NOTE 2
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
**Principles of Consolidations**
The consolidated financial statements include the accounts of the Company and AIS Japan Co., Ltd., a Japan corporation. All significant
intercompany accounts and transactions have been eliminated.
**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, and have been consistently applied in the
preparation of the financial statements.
**Use of Estimates**
The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management,
all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from
those estimates.
**Related Party Transaction**
A related party is generally defined as (i) any person
that holds 10% or more of the Companys securities and their immediate families, (ii) the Companys management, (iii) someone
that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly
influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there
is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary
course of business.
Transactions involving related parties cannot be presumed
to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations
about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent
to those that prevail in arm's-length transactions unless such representations can be substantiated.
****
**Cash and Cash Equivalents**
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
- F7 -
[Table of Contents](#table)
**Property, Plant and Equipment**
Property, plant and equipment are stated at cost less
depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing
the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the
shorter of the estimated useful life of the respective assets as follows: computer software developed or acquired for internal use, 2
to 5 years; computer equipment, 2 to 5 years; buildings and improvements, 5 to 15 years; leasehold improvements, 2 to 10 years; and furniture
and equipment, 1 to 5 years.
Significant improvements are capitalized when it is
probable that the expenditure resulted in an increase in the future economic benefits expected to be obtained from the use of the asset
beyond its originally assessed standard of performance. When improvements are made to real property and those improvements are permanently
affixed to the property, the title to those improvements automatically transfers to the owner of the property. The lessees interest
in the improvements is not a direct ownership interest but rather it is an intangible right to use and benefit from the improvements during
the term of the lease. The Company uses the straight-line method over the shorter of the estimated useful life of the asset or the lease
term.
In accordance with ASC Topic 360, the Company reviews
long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be
fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows
is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated
fair value and its book value. For the period ended for the period ended March 31, 2025 and 2024 the Company did not record any impairment
charges on long-lived assets.
Routine repairs and maintenance are expensed when
incurred. Gains and losses on disposal of fixed assets are recognized in the income statement based on the net disposal proceeds less
the carrying amount of the assets.
**Revenue Recognition**
The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (ASC)
Topic 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract;
and (5) recognize revenue when each performance obligation is satisfied.
**Accounts Receivable and Allowance**
Accounts receivable is recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate
for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off against the allowance
when identified.
**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$) and the accompanying consolidated financial statements have been expressed in US$. 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 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:
|
|
March 31, 2025 |
March
31, 2024 | |
|
Current JPY: US$1 exchange rate |
149.95 |
151.31 | |
|
Average JPY: US$1 exchange rate |
152.49 |
144.58 | |
**Comprehensive Income or Loss**
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income or loss, its
components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders equity consists
of changes in unrealized gains and losses on foreign currency translation.
**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 at March 31, 2025 and 2024.
**Basic Earnings (Loss) Per Share**
****
The Company computes basic and diluted earnings (loss)
per share in accordance with ASC Topic 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 March 31, 2025 and 2024
and, thus, anti-dilution issues are not applicable.
**Fair Value of Financial Instruments**
The Companys balance sheet includes certain
financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively
short period of time between the origination of these instruments and their expected realization.
ASC 820,*Fair Value Measurements and Disclosures*,
defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
ASC 820 also establishes a fair value hierarchy that distinguishes between (1)market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2)an entitys own assumptions about market participant
assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists
of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets
that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets
or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs
other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally
from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the
fair value measurement and unobservable.
Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as of March 31, 2025. The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial
instruments include accrued expenses.
****
**Recently Issued Accounting Pronouncements**
In November 2023, the FASB issued Accounting Standard
Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). This standard
requires disclosure of significant segment expenses, other segment items, and additional information about the chief operating decision
maker (CODM). This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024. Early adoption is permitted, and retrospective application is required. We have evaluated the
impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or
cash flows.
In November 2024, the FASB issued Accounting Standard
Update No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses (ASU 2024-03). This standard requires additional disclosures over certain expenses,
including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories.
This standard also requires disclosure of the total amount of selling expenses and the Company's definition of selling expenses. This
update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December
15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will
not impact our financial condition, results of operations, or cash flows.
- F8 -
[Table of Contents](#table)
****
**NOTE 3
- GOING CONCERN**
The Companys financial statements are prepared
in accordance with generally accepted accounting principles 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 deficiency, and other adverse key
financial ratios.
The Company has not had sufficient revenues to cover
its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that
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 conducts its major businesses in Japan
and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to
examination by the local tax authority.
Japan
The Company conducts its major businesses in Japan
and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to
examination by the local tax authority.
The Company is subject to a number of income taxes, which, in aggregate,
represent a statutory tax rate approximately as follows:
|
|
|
Companys
assessable profit | |
|
For
the year ended March 31, |
|
Up
to JPY 4 million |
|
Up
to JPY 8 million |
|
Over
JPY 8 million | |
|
2024 |
|
21.37% |
|
23.17% |
|
33.58% | |
|
2025 |
|
21.37% |
|
23.17% |
|
33.58% | |
United States
AIS Holdings Group, Inc., which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities
and current or future loss will be fully allowed. For the year ended March 31, 2025 and 2024, respectively, AIS Holdings Group, Inc.,
as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability. The net deferred
tax asset generated by the loss carry forward has been fully reserved.
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. Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years
|
|
|
March
31, |
| |
|
|
|
2025 |
|
2024 |
| |
|
Deferred
tax asset, generated from net operating loss at statutory rates |
|
$ |
37,360 |
|
$ |
24,558 |
| |
|
Valuation
allowance |
|
|
(37,360) |
|
|
(24,558) |
| |
|
|
|
$ |
- |
|
$ |
- |
| |
The reconciliation of the effective income tax rate to the federal statutory
rate is as follows:
|
Federal
income tax rate |
|
21.0 |
% | |
|
Increase
in valuation allowance |
|
(21.0 |
%) | |
|
Effective
income tax rate |
|
0.0 |
% | |
**NOTE 5
- SHAREHOLDER EQUITY**
****
**Preferred Stock**
The authorized preferred stock of the Company consists
of 20,000,000 shares with a par value of $0.0001. The Company had no shares of preferred stock issued and outstanding at March 31, 2025
and 2024.
**Common Stock**
The authorized common stock of the Company consists
of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding at March 31, 2025
and 2024.
The Company did not have any potentially dilutive
instruments as of March 31, 2025 and 2024 and, thus, anti-dilution issues are not applicable.
**Additional paid-in capital**
****
For the year ended March 31, 2025 and 2024, the Company
had imputed interest of $16,209 and $10,853, respectively.
**NOTE 6
- RELATED-PARTY TRANSACTIONS**
**Additional paid-in capital**
For the year ended March 31, 2025 and 2024, the Company had imputed interest of $16,209 and $10,853, respectively.
**Due to related party**
For the years ended March 31, 2025, and 2024, the
Company borrowed $54,047 and $35,564, respectively, from Takehiro Abe, the Companys former sole officer and director. No repayments
were made to Mr. Abe during these periods. As of March 31, 2025, and 2024, the total amount due to Mr. Abe was $157,399 and $102,209,
respectively. These amounts were unsecured, non-interest bearing, and payable on demand.
For the year ended March 31, 2025 and 2024, the Company
had imputed interest of $16,209 and $10,853, respectively.
As of the years ended March 31, 2025, and 2024, the
Company utilized home office space and equipment provided by management at no cost. Management estimates the fair value of these contributions
to be immaterial for both periods.
****
**NOTE 7 - CONTINGENCIES**
For the year ended March 31, 2025 and 2024, the Company was not involved in any legal proceedings. As of March 31, 2025 and 2024, the
Company had no pending legal cases.
**NOTE 8 - SEGMENT INFORMATION**
The Company operates as a single reporting segment.
The Chief Operating Decision Maker is the Company's Chief Executive Officer (CODM) who evaluates company performance based
on Net income (loss), determined in accordance with U.S. GAAP, and other non-financial measures to determine the economic viability.
The CODM uses the above measures to assess profitability and guide resource allocations
The CODM conducts monthly financial reviews, focusing
on operational efficiency across the Company's operations. Investment decisions, including capital expenditures for exploration and property
acquisitions, are made based on expected return on investment and regulatory considerations in the jurisdictions that the Company operates.
The following represents segment information for the
Companys single operating segment, for the periods presented:
****
|
|
|
|
As of | |
|
|
|
|
March 31, 2025 | |
|
|
|
|
| |
|
ASSETS |
|
| |
|
|
TOTAL CURRENT ASSETS |
$ |
6 | |
|
|
|
|
| |
|
LIABILITIES AND SHAREHOLDERS' DEFICIT |
|
| |
|
|
TOTAL CURRENT LIABILITIES |
$ |
163,080 | |
|
|
TOTAL SHAREHOLDERS' DEFICIT |
|
(163,074) | |
|
|
|
|
6 | |
****
|
|
|
|
Year Ended | |
|
|
|
|
March 31, 2025 | |
|
|
|
|
| |
|
OPERATING EXPENSE |
$ |
| |
|
|
General and administrative expenses |
|
60,961 | |
|
|
|
|
| |
|
Total Operating Expenses |
|
60,961 | |
|
|
|
|
| |
|
Interest expenses |
|
(16,209) | |
|
|
|
|
| |
|
LOSS |
$ |
(77,170) | |
****
**NOTE 9 - SUBSEQUENT EVENTS**
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 Takehiro Abe
sold 18,200,000 shares of his restricted common stock in the Company to SKYPR LLC. These shares, representing approximately 91% of the
Companys 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 Companys Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. Additionally,
Mr. Abe resigned from his role as Director, with his resignation becoming effective on the 10th day after the mailing of the Companys
information statement on Schedule 14F-1 to the Companys stockholders.
On April 1, 2025, Mr. Ryohei Uetaki was appointed as the Companys
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
Effective April 8, 2025, the Company cancelled the full $157,399 balance due to Mr. Takehiro Abe. As a result, the Company no longer has
any amounts outstanding or payable to him.
- F9 -
[Table of Contents](#table)
**Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.**
****
None.
****
**Item 9A. Controls and Procedures.**
****
**Disclosure Controls and Procedures**
The Company has adopted and maintains disclosure controls
and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under
the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified
in the rules of the SEC. The Companys disclosure controls and procedures are also designed to ensure that such information
is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange
Act Rule 13a-15, the Companys management, consisting of our sole officer and director, Ryohei Uetaki, who serves as our Chief Executive
Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of
the end of the period covered by this report. Based on that evaluation, Mr. Uetaki has concluded that the disclosure controls and procedures
are ineffective.
Our Chief Executive Officer and Chief Financial Officer,
Ryohei Uetaki has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act) as of the end of the period covered by the report March 31, 2025 and has concluded that (i) the Companys disclosure
controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized,
and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Companys controls and procedures
have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
**Managements Report on Internal Control over Financial Reporting**
The Companys management is responsible for
establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The
Companys internal control over financial reporting is designed to provide reasonable assurance to the Companys management
and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an
assessment of the Companys internal control over financial reporting based on the framework and criteria established by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework. Based on the assessment,
management, consisting solely of Ryohei Uetaki, concluded that, as of March 31, 2025, the Companys internal control over financial
reporting is ineffective based on those criteria.
The Companys sole officer and director, Ryohei
Uetaki, does not expect that the Companys disclosure controls and procedures and its internal control processes will prevent all
error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud,
if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design
of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
The matters involving internal controls and procedures
that our Chief Executive Officer and Chief Financial Officer, Ryohei Uetaki, considered to be material weaknesses under the standards
of the Committee of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate
compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures, inadequate segregation of duties consistent with control objectives, lack
of well-established procedures to identify, approve and report related party transactions and lack of an audit committee.
The Company believes that the material weaknesses
are due to the Companys limited resources.
Our sole officer and director, Ryohei Uetaki, believes
that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning
audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Ryohei Uetaki recognizes that the Companys
controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such
is actively seeking to remediate this issue, namely, domination of management by a single individual without adequate compensating controls,
lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring
of required internal controls and procedures, inadequate segregation of duties consistent with control objectives, lack of well-established
procedures to identify, approve and report related party transactions and lack of an audit committee.
**Managements Remediation Initiatives**
In an effort to remediate the identified material
weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures:
When our financial condition may allow, we plan to
create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board
of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight
in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions
made by management when funds are available to us.
Management believes that the appointment of one or
more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee
and a lack of a majority of outside directors on our Board.
We will work as quickly as possible to implement these
initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.
**Changes in Internal Control**
There have been no changes in internal controls over
the financial reporting that occurred during the fiscal fourth quarter, that have materially affected, or are reasonably likely to materially
affect our internal controls over financial reporting.
This annual report does not include an attestation
report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements
report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC
that permit the Company to provide only managements report in this annual report.
**Item 9B. Other Information.**
None.
- 6 -
[Table of Contents](#table)
**PART III**
**Item 10. Directors, Executive Officers and Corporate
Governance.**
Biographical information regarding the Officers and
Directors of the Company, who will continue to serve as Officers and Directors of the Company and AIS Japan Co., Ltd. (our wholly owned
subsidiary) are provided below:
**AIS Holdings Group, Inc.**
|
NAME |
AGE |
POSITION | |
|
Ryohei Uetaki |
51 |
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director | |
**AIS JAPANCo., Ltd.**
|
NAME |
AGE |
POSITION | |
|
Takehiro Abe |
42 |
President, Chief Executive Officer and Director | |
****
**Ryohei Uetaki**
Mr. Ryohei Uetaki graduated from the Osaka Gakuin
University Faculty of Commerce in 1997. In 2000, he incorporated Zero Step Ltd and assumed the position of president. In 2006, Zero Step
Ltd ceased all operations. In 2006, Mr. Uetaki joined EAZ Holdings Ltd as a director in charge of the Companys marketing efforts.
Mr. Uetaki remained as director of EAZ until 2007. From 2007 to 2019, he was engaged as an independent business consultant. From 2017
to 2018, he served as an associated professor of Keio University Graduate School. On October 25, 2019, he was appointed as the president,
CEO and director of World Scan Project, Inc. On January 10, 2020, he was appointed as the CEO and member of SKYPR LLC. Inc. On January
22, 2020, he was appointed as the president, CEO and director of World Scan Project Corporation. On November 18, 2020, he was appointed
as the president, CEO and director of Kids Cell Technologies Corporation. On April 1, 2025, he was appointed as the president, CEO and
director of AIS Holdings Group, Inc..
Currently, he serves as the officer and director of
World Scan Project, Inc., World Scan project Corporation, SKYPR LLC, Kids Cell Technologies Corporation and AIS Holdings Group, Inc.
Due to Mr. Uetakis diverse business experience,
the Board has determined it is in the best interest of the Company to appoint him as the Companys Chief Executive Officer, Chief
Financial Officer, President, Treasurer and Director.
**Takehiro Abe**
Mr. Takehiro Abe obtained his Masters of Engineering
Degree from Nagoya University in 2007, specializing in micro-nano systems. In 2007he took a job as a system engineer at Hitachi,
Ltd. In 2009 he left Hitachi and started his own independent practice as an insurance agent selling insurance policies until 2015. In
2015, he incorporated LDSQUARE Co., Ltd. in Japan. Currently, as the president of LDSQUARE Co., Ltd., Mr. Abe provides institutional financial
advisory services.
On April 1, 2016 he was appointed as the Chief Operating
Officer and Director of White Fox Ventures, Inc., a Nevada Corporation. On August 12, 2016, he was appointed as Chief Financial Officer
of White Fox Ventures, Inc. On June 20, 2017, he resigned as the Chief Operating Officer, Chief Financial Officer and Director of White
Fox Ventures, Inc. The resignation was not the result of any material disagreements with the Company. On April 1, 2025, he resigned from
his positions as the Companys Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer of AIS Holdings
Group, Inc.
**Corporate Governance**
The Company promotes accountability for adherence
to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by
the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted
a written code of business conduct and ethics that governs the Companys employees, officers and Directors as the Company is not
required to do so.
In lieu of an Audit Committee, the Companys
Board of Directors, consisting solely of Mr. Ryohei Uetaki, is responsible for reviewing and making recommendations concerning the selection
of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other
services provided by the Companys independent public accountants. The Board of Directors, Chief Executive Officer, and Chief Financial
Officer of the Company, all positions currently held by Ryohei Uetaki, review the Companys internal accounting controls, practices,
and policies.
**Committees of the Board**
Our Company currently does not have nominating, compensation,
or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee
charter. Our sole director believes that it is not necessary to have such committees, at this time, because the director(s) can adequately
perform the functions of such committees.
**
**Audit Committee Financial Expert**
Our Board of Directors, consisting solely of Mr. Ryohei
Uetaki, has determined that we do not have a board member that qualifies as an audit committee financial expert as defined
in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as independent as the term is used in
Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA
Rules.
We believe that our sole director, Ryohei Uetaki,
is are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
Ryohei Uetaki does not believe that it is necessary to have an audit committee at this time because management believes that the Board
of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director
who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted
in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations
to date.
**Involvement in Certain Legal Proceedings**
Our sole officer and director, Ryohei Uetaki, has
not been involved in or a party in any of the following events or actions during the past ten years:
|
1. |
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
|
2. |
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
|
3. |
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or | |
|
4. |
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. | |
|
5. |
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; | |
|
6. |
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; | |
|
7. |
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
|
8. |
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | |
**Independence of Directors**
We are not required to have independent members of
our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
**Code of Ethics**
We have not adopted a formal Code of Ethics. The Board
of Directors, currently comprised solely of Ryohei Uetaki, evaluated the Companys business and staffing levels and determined that,
given operations are conducted by a small number of individuals, general fiduciary duties and applicable federal and state laws governing
criminal conduct, business practices, and securities regulation provide adequate ethical guidance. Should the Companys operations,
personnel, or Board expand in the future, we may consider adopting a formal Code of Ethics.
**Shareholder Proposals**
Our Company does not have a defined policy or procedural
requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors, currently comprised solely
of Ryohei Uetaki, believes that, given the Companys current stage of development, a specific nominating policy would be premature
and of limited value until the business operations mature further. The Company does not currently have specific criteria for the election
of Board nominees, nor does it maintain a formal process for evaluating such nominees. The Board will assess all candidates, whether proposed
by management or shareholders, and make recommendations for election or appointment.
Shareholders wishing to communicate with the Board
of Directors may do so by sending a written request addressed to our sole officer and director, Ryohei Uetaki, at the address appearing
on the first page of this Annual Report.
**Section 16(a) Beneficial Ownership Reporting Compliance**
Section 16(a) of the Exchange Act requires the Companys
executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Companys equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Companys common stock.
Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
that they file with the SEC.
Based solely on a review of the copies of such forms
that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons,
the Company is not aware of any failures to file reports or report transactions in a timely manner during the Companys fiscal year
ended March 31, 2025.
**Procedure for Nominating Directors**
In 2025, we have not made any material changes to
the procedures by which security holders may recommend nominees to our Board of Directors.
**Family Relationships**
There are no family relationships among our directors,
executive officers or persons nominated to become executive officers or directors.
**Involvement in Certain Legal Proceedings**
During the past ten (10) years, none of our directors,
persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen
in Item 401 (f) of Regulation S-K.
**Arrangements**
There are no arrangements or understandings between
an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or
director.
- 7 -
[Table of Contents](#table)
**Item 11. Executive Compensation.**
The table below summarizes all compensation awarded to, earned by, or paid
to our named executive officers, which is defined as follows: (i) all individuals serving as our principal executive officer during the
year ended March 31, 2025 and/or March 31, 2024; (ii) each of our two most highly compensated executive officers who were serving as executive
officers at the end of the year ended March 31, 2025 and/or March 31, 2024; and (iii) up to two additional individuals for whom disclosure
would have been required but for the fact that the individual was not serving as an executive officer as of the end of the year ended
March 31, 2025 and/or March 31, 2024.
****
|
Name and
principal position |
Fiscal Year Ended March 31, |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
Incentive Plan
Compensation
($) |
Nonqualified
Deferred
Compensation
Earnings ($) |
All Other
Compensation
($) |
Total
($) | |
|
Takehiro Abe, Former Sole Officer and Director (1) |
2025 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 | |
|
Takehiro Abe, Former Sole Officer and Direcotr (1) |
2024 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 | |
|
Ryohei Uetaki, Current Sole Officer and Director (2) |
2025 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 | |
|
Ryohei Uetaki, Current Sole Officer and Director (2) |
2024 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 | |
(1) On April 1, 2025, Takehiro Abe resigned from his positions
as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer of the Company.
(2) On April 1, 2025, Ryohei Uetaki was appointed as Chief Executive Officer,
Chief Financial Officer, President, Director, Secretary, and Treasurer of the Company.
****
**Option/SAR Grants in Last Fiscal Year**
None.
**Outstanding Equity Awards at Fiscal Year-End**
None.
**Compensation of Directors**
The Companys sole officer and director received
no compensation for services as director during the last two fiscal years.
**Equity Compensation Plan Information**
Not applicable.
**Employment Agreements of our Sole Officer and Director**
None.
**Compensation Discussion and Analysis**
**Director Compensation**
The Board of Directors, currently comprising Ryohei
Uetaki, reserves the right in the future to award members of the Board cash or stock-based compensation for their services to the Company.
Any such awards, if granted, shall be made at the sole discretion of the Board of Directors.
**Executive Compensation Philosophy**
****
Our Board of Directors has sole discretion to determine
the compensation of our executive officers. The Board reserves the right to pay current and future executives a salary, issue shares of
common stock in consideration for services rendered, and award incentive bonuses based on both the Companys performance and the
individual executives performance. Compensation packages may also include long-term stock-based awards designed to align executive
interests with the Companys long-term business objectives. While no performance-based stock options have been granted to date,
the Board reserves the right to grant such options in the future if it determines that doing so would be in the best interests of the
Company.
**Incentive Bonus**
The Board of Directors, currently comprised solely
of Ryohei Uetaki, may grant incentive bonuses to the executive officer and/or future executive officers in its sole discretion if it believes
such bonuses are in the best interests of the Company. This determination will consider the Companys current business objectives
and growth, as well as the monthly revenue generated, which is directly attributable to the actions and performance of such executives.
**Long-term, Stock Based Compensation**
In order to attract, retain, and motivate executive
talent necessary to support the Companys long-term business strategy, we may award our executive and any future executives with
long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which is currently comprised solely
of Ryohei Uetaki. We do not currently have any immediate plans to award such compensation.
- 8 -
[Table of Contents](#table)
**Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.**
As of the date of this report the Company has 20,000,000
shares of common stock and no shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common
stock and preferred stock have been used throughout this report.
The following table sets forth, as of July 9, 2025,
the number of shares of common stock owned of record and beneficially by (i) each of our current directors, (ii) each of our named executive
officers, (iii) our directors and executive officers as a group, and (iv) each stockholder known by us to be the beneficial owner of more
than 5% of our outstanding common stock. Beneficial ownership has been determined in accordance with the rules and regulations of the
SEC and includes voting or investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the number of shares indicated as beneficial owned by them.
The address for each of the individuals and entities
listed in the table below is 3-5-2-205, Kojimachi, Chiyoda-ku, Tokyo, Japan 102-0083.
***The
table below is as of July 9, 2025.**
|
Name and Address of Beneficial Owner |
Shares of Common Stock Beneficially Owned |
Common Stock Voting Percentage Beneficially Owned |
Voting Shares of Preferred Stock |
Preferred Stock Voting Percentage Beneficially Owned |
Total Voting Percentage Beneficially Owned | |
|
Executive Officers and Directors |
|
|
|
|
| |
|
Ryohei Uetaki, Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer |
0 |
0.00% |
N/A |
N/A |
0.00% | |
|
5% or greater Shareholders |
|
|
|
|
| |
|
SKYPR LLC (1) |
18,200,000 |
91.00% |
N/A |
N/A |
91.00% | |
|
(1) | Ryohei Uetaki is the sole member of SKYPR LLC, a Delaware Limited Liability
Company. Ryohei Uetaki is also the sole officer and director of AIS Holdings Group, Inc. While Ryohei Uetaki does not personally own any
shares of AIS Holdings, Inc., he has indirect control over 18,200,000 shares of restricted common stock, which are held directly by SKYPR
LLC. | |
****
**Additional Notes to the Table (Not Detailed Above):**Our former sole officer and director, Mr. Takehiro Abe, currently holds a total of 80,000 shares of common stock indirectly through
four entities: LD Square Co., Ltd., LD Square LLC, Tomokotakehiro Ltd., and TOMOKOTA Ltd. Each of these entities holds 20,000 shares of
common stock, and Mr. Abe exercises control over all four entities.
Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of
the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed
to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in the following table does not necessarily reflect the persons actual voting power at
any particular date.
**Item 13. Certain Relationships and Related Transactions.**
**Additional paid-in capital**
For the year ended March 31, 2025 and 2024, the Company
had imputed interest of $16,209 and $10,853, respectively.
**Due to related party**
For the years ended March 31, 2025, and 2024, the
Company borrowed $54,047 and $35,564, respectively, from Takehiro Abe, the Companys former sole officer and director. No repayments
were made to Mr. Abe during either period. As of March 31, 2025, and 2024, the total amount due to related party was $157,399 and $102,209,
respectively. These amounts were unsecured, non-interest bearing, and payable on demand. The advances were used to fund the Companys
operating expenses.
Effective April 8, 2025, the Company cancelled the
full $157,399 balance due to Mr. Abe. As a result, the Company no longer has any amounts outstanding or payable to him.
For the year ended March 31, 2025, and 2024, the Company
had imputed interest of $16,209 and $10,853, respectively.
**Office Space**
Our principal executive offices are located at 3-5-2-205,
Kojimachi, Chiyoda-ku, Tokyo, 102-0083, Japan. This space is rented by our sole officer and director, Ryohei Uetaki, and is provided to
the Company at no cost. We do not own any real property. We believe that our current office space is adequate for our present needs and
level of operations.
From time to time, the Company utilizes home office
space and equipment of our management at no cost. Management estimates such amounts to be immaterial.
**Review, Approval and Ratification of Related Party
Transactions**
Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval, or ratification of transactions - such as those described
above - with our executive officer, director, or significant stockholders. Currently, all such roles are held by a single individual,
Ryohei Uetaki, who serves as the Companys sole officer and director. We intend to establish formal policies and procedures in the
future, once we have sufficient resources and have appointed additional directors, so that related party transactions will be subject
to review and approval by the Board of Directors or an appropriate committee. Until then, any related party transactions will continue
to be approved solely by Mr. Uetaki in his capacity as the Companys sole director.
**Item 14. Principal Accounting Fees and Services.**
Below is the aggregate amount of fees billed for professional
services rendered by our principal accountants with respect to our last two fiscal years.
|
|
|
|
2025 |
2024 | |
|
|
Audit fees |
M&K CPAS, PLLC |
$31,050 |
$28,500 | |
|
|
Audit-related fees |
|
- |
- | |
|
|
Tax fees |
|
- |
- | |
|
|
All other fees |
|
- |
- | |
|
|
|
|
|
| |
|
|
Total |
|
$31,050 |
$28,500 | |
Board of Directors Pre-Approval Process, Policies
and Procedures
Our principal auditors have performed their audit
procedures in accordance with pre-approved policies and procedures established by our sole director. Our principal auditors have informed
our sole director of the scope and nature of each service provided. With respect to the provisions of services other than audit, review,
or attest services, our principal accountants brought such services to the attention of our sole director prior to commencing such services.
- 9 -
[Table of Contents](#table)
**PART IV**
****
**Item 15. Exhibits, Financial Statement Schedules.**
(a) Financial Statements
Financial statements for our Company are listed under Item 8 of this document.
(b) Exhibits required by Item 601 of Regulation S-K.
|
Exhibit
No. |
Description | |
|
3.1 |
Certificate of Incorporation (1) | |
|
|
| |
|
3.11 |
Amendment to Certificate of Incorporation (2) | |
|
|
| |
|
3.2 |
By-laws
(1) | |
|
|
| |
|
31 |
Certification of the Companys Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrants report on Form 10-K (3) | |
|
|
| |
|
32 |
Certification of the Companys 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 |
XBRL
Instance Document (4) |
| |
|
|
|
| |
|
101.SCH |
XBRL
Taxonomy Extension Schema (4) |
| |
|
|
|
| |
|
101.CAL |
XBRL
Taxonomy Extension Calculation Linkbase (4) |
| |
|
|
|
| |
|
101.DEF |
XBRL
Taxonomy Extension Definition Linkbase (4) |
| |
|
|
|
| |
|
101.LAB |
XBRL
Taxonomy Extension Label Linkbase (4) |
| |
|
|
|
| |
|
101.PRE |
XBRL
Taxonomy Extension Presentation Linkbase (4) |
| |
|
(1) |
Filed
as an exhibit to the Company's Form 10 Registration Statement on Form 10-12G, as filed with the SEC on April 17, 2017, and incorporated
herein by this reference. | |
|
(2) |
Filed
as an exhibit to the Companys Form 8-K filed with the SEC on September 14, 2017, and incorporated herein by this reference. | |
|
(3) |
Filed
herewith. | |
|
(4) |
Users
of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part
of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange
Act of 1934 and otherwise are not subject to liability. | |
**Signatures**
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
**AIS Holdings Group, Inc.**
(Registrant)
By:/s/ Ryohei Uetaki
Ryohei Uetaki, Chief Executive Officer, Chief Financial
Officer
Dated:July 9, 2025
In accordance with the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:/s/ Ryohei Uetaki
Ryohei Uetaki, Chief Executive Officer, Chief Financial
Officer
Dated:July 9, 2025
- 10 -