UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED ~~January~~April 3130, 2025

[ ] 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: 000-056358

Ultimate Holdings GROUP, Inc.

(Exact name of registrant as specified in its charter)


Nevada		92-3764731
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, Japan		162-0051
(Address of principal executive offices)		(Zip Code)

N/A

(Former name if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] 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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~March~~June 143, 2025, 611,600,000 shares of common stock.

-1-

TABLE OF CONTENTS

Ultimate Holdings Group, Inc.

INDEX

PART I- FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	F1
Balance SheetS aS OF January 31, 2025 and July 31, 2024 (UNAUDITED)		F1
Balance SheetS aS OF April 30, 2025 and July 31, 2024 (UNAUDITED)		F1
StatementS of Operations AND COMPREHENSIVE LOSS for the Three AND SIX MONTHS ended January 31, 2025 and JANUARY 31, 2024 (unaudited)		F2
StatementS of Operations AND COMPREHENSIVE LOSS for the Three AND NINE MONTHS ended April 30, 2025 and APRIL 30, 2024 (unaudited)		F2
StatementS of Changes in SHAREHOLDERS’ DEFICIT for the Three AND SIX MONTHS ended January 31, 2025 and JANUARY 31, 2024 (unaudited)		F3
StatementS of Changes in SHAREHOLDERS’ DEFICIT for the Three AND NINE MONTHS ended April 30, 2025 and APRIL 30, 2024 (unaudited)		F3
StatementS of Cash Flows for the SIX Months ended January 31, 2025 and JANUARY 31, 2024 (unaudited)		F4
StatementS of Cash Flows for the NINE Months ended April 30, 2025 and APRIL 30, 2024 (unaudited)		F4
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS		F5
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4	CONTROLS AND PROCEDURES	4
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	4
ITEM 1A	RISK FACTORS	4
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES	4
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	4
ITEM 4	MINE SAFETY DISCLOSURES	4
ITEM 5	OTHER INFORMATION	4
ITEM 6	EXHIBITS	5
SIGNATURES		6

-2-

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

Ultimate Holdings Group, Inc.

BALANCE SHEETs

(UNAUDITED)

			As of		As of
			January 31, 2025		July 31, 2024
			April 30, 2025		July 31, 2024
ASSETS
Current Assets
	Cash and cash equivalents	$	300	$	300
	Prepaid expenses		89,~~506~~226		8,801
Total Current Assets			89,~~806~~526		9,101
TOTAL ASSETS		$	89,~~806~~526	$	9,101
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
	Accrued expenses	$	-	$	41,200
	Due to related party		~~392~~489,~~512~~779		217,474
Total Current liabilities			392,512		258,674
Total Current Liabilities			489,779		258,674
TOTAL LIABILITIES			~~392~~489,~~512~~779		258,674
Shareholders' Deficit
	Preferred stock ($0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding as of January 31, 2025 and July 31, 2024)		-		-
	Preferred stock ($0.001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding as of April 30, 2025 and July 31, 2024)		-		-
	Common stock ($0.001 par value, 1,000,000,000 shares authorized; 611,600,000 shares issued and outstanding as of January 31, 2025 and July 31, 2024)		611,600		611,600
	Common stock ($0.001 par value, 1,000,000,000 shares authorized; 611,600,000 shares issued and outstanding as of April 30, 2025 and July 31, 2024)		611,600		611,600
	Additional paid-in capital		(594,240)		(594,240)
	Accumulated deficit		(~~414~~476,~~439~~393)		(266,456)
	Accumulated other comprehensive income (loss)		13,373		(477)
	Accumulated other comprehensive loss		(21,220)		(477)
Total Shareholders’ Deficit			(~~383~~480,~~706~~253)		(249,573)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT		$	89,~~806~~526	$	9,101

The accompanying notes are an integral part of these unaudited financial statements.

-F1-

Table of Contents

Ultimate Holdings Group, Inc.

StatementS of Operations AND COMPREHENSIVE LOSS

(Unaudited)

			Three Months Ended		Three Months Ended		~~Six~~Nine Months Ended		~~Six~~Nine Months Ended
			January 31, 2025		January 31, 2024		January 31, 2025		January 31, 2024
			April 30, 2025		April 30, 2024		April 30, 2025		April 30, 2024
OPERATING EXPENSE
	General and administrative expenses	$	6461,~~734~~954	$	37,~~396~~920	$	~~147~~209,~~983~~937	$	92130,~~645~~565
Total Operating Expenses			6461,~~734~~954		37,~~396~~920		~~147~~209,~~983~~937		92130,~~645~~565
Loss Before Income Taxes			(6461,~~734~~954)		(37,~~396~~920)		(~~147~~209,~~983~~937)		(92130,~~645~~565)
Provision for Income Taxes
	Income tax expense		-		-		-		-
NET LOSS		$	(6461,~~734~~954)	$	(37,~~396~~920)	$	(~~147~~209,~~983~~937)	$	(92130,~~645~~565)
OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustment		6(34,~~290~~593)		(18,~~738)~~128		13(20,~~850~~743)		468,174
TOTAL COMPREHENSIVE LOSS		$	(5896,~~444~~547)	$	(3929,~~134~~792)	$	(~~134~~230,~~133~~680)	$	(92122,~~599~~391)
BASIC AND DILUTED NET LOSS PER COMMON SHARE		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED			611,600,000		611,600,000		611,600,000		611,600,000

The accompanying notes are an integral part of these unaudited financial statements.

-F2-

Table of Contents

Ultimate Holdings Group, Inc.

StatementS of Changes in SHAREHOLDERS’ Deficit

(Unaudited)

							ACCUMULATED
					ADDITIONAL		OTHER
	COMMON STOCK				PAID-IN		COMPREHENSIVE		ACCUMULATED
	NUMBER		AMOUNT		CAPITAL		INCOME (LOSS)		DEFICIT		TOTAL
Balance - July 31, 2023	611,600,000	$	611,600	$	(594,240)	$	122	$	(21,182)	$	(3,700)
Balance – July 31, 2023	611,600,000	$	611,600	$	(594,240)	$	122	$	(21,182)	$	(3,700)
Net loss	-		-		-		-		(55,249)		(55,249)
Foreign currency translation	-		-		-		1,784		-		1,784
Balance - October 31, 2023	611,600,000		611,600		(594,240)		1,906		(76,431)		(57,165)
Balance – October 31, 2023	611,600,000		611,600		(594,240)		1,906		(76,431)		(57,165)
Net loss	-		-		-		-		(37,396)		(37,396)
Foreign currency translation	-		-		-		(1,738)		-		(1,738)
Balance - January 31, 2024	611,600,000	$	611,600	$	(594,240)	$	168	$	(113,827)	$	(96,299)
Balance – January 31, 2024	611,600,000		611,600		(594,240)		168		(113,827)		(96,299)
Balance - July 31, 2024	611,600,000	$	611,600	$	(594,240)	$	(477)	$	(266,456)	$	(249,573)
Net loss	-		-		-		-		(37,920)		(37,920)
Foreign currency translation	-		-		-		8,128		-		8,128
Balance – April 30, 2024	611,600,000	$	611,600	$	(594,240)	$	8,296	$	(151,747)	$	(126,091)
Balance – July 31, 2024	611,600,000	$	611,600	$	(594,240)	$	(477)	$	(266,456)	$	(249,573)
Net loss	-		-		-		-		(83,249)		(83,249)
Foreign currency translation	-		-		-		7,560		-		7,560
Balance - October 31, 2024	611,600,000		611,600		(594,240)		7,083		(349,705)		(325,262)
Balance – October 31, 2024	611,600,000		611,600		(594,240)		7,083		(349,705)		(325,262)
Net loss	-		-		-		-		(64,734)		(64,734)
Foreign currency translation	-		-		-		6,290		-		6,290
Balance - January 31, 2025	611,600,000	$	611,600	$	(594,240)	$	13,373	$	(414,439)	$	(383,706)
Balance – January 31, 2025	611,600,000		611,600		(594,240)		13,373		(414,439)		(383,706)
Net loss	-		-		-		-		(61,954)		(61,954)
Foreign currency translation	-		-		-		(34,593)		-		(34,593)
Balance – April 30, 2025	611,600,000	$	611,600	$	(594,240)	$	(21,220)	$	(476,393)	$	(480,253)

The accompanying notes are an integral part of these unaudited financial statements.

-F3-

Table of Contents

Ultimate Holdings Group, Inc.

Statements of Cash Flows

(Unaudited)

			Six Months Ended		Six Months Ended
			Nine Months Ended		Nine Months Ended
			January 31, 2025		January 31, 2024
			April 30, 2025		April 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(~~147~~209,~~983~~937)	$	(92130,~~645~~565)
	Changes in operating assets and liabilities:
	Prepaid expenses		-		7,~~319~~941
	Accrued expenses		(41,200)		-
	Due to related party		~~189~~250,~~481~~479		85114,~~280~~450
	Net cash provided by (used in) operating activities		298		(46)
	Net cash used in operating activities		(658)		(8,174)
Effect of foreign exchange on cash			~~(298)~~658		468,174
Net Change in Cash and Cash Equivalents			-		-
Cash and cash equivalents - beginning of the period			300		-
Cash and cash equivalents - end of the period		$	300	$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	-	$	-
Income taxes paid		$	-	$	-

The accompanying notes are an integral part of these unaudited financial statements.

-F4-

Table of Contents

Ultimate Holdings Group, Inc.

Notes to Unaudited Financial Statements

Note 1 - Organization and Description of Business

Ultimate Holdings, Inc. (we, us, our, or the "Company") was incorporated on July 30, 2021 in the State of Nevada.

On November 15, 2022, the Company (“Successor”) completed a reorganization with Luboa Group, Inc. (“LBAO” or “Predecessor”), a Nevada corporation, both of which are under common control. Pursuant to the reorganization, each share of Predecessor common stock issued and outstanding immediately prior to the reorganization was converted into one validly issued, fully paid and non-assessable share of Successor common stock. In connection with the reorganization, LBAO issued 500,000,000 shares of common stock to CRS Consulting, LLC (“CRS”), a Wyoming limited liability company, and made CRS the controlling shareholder of the Predecessor before the reorganization.

On April 21, 2023, the Company entered into a Share Purchase Agreement with CRS and SKYPR LLC, a Delaware Limited Liability Company (“SKYPR”), pursuant to which, on April 21, 2023 (“Closing Date”), CRS sold 493,884,000 shares of common stock, representing approximately 80.75% voting control of the Company. The consummation of the transactions resulted in a change in control of the Company, with SKYPR becoming the Company’s largest controlling stockholder. The sole member of SKYPR is Ryohei Uetaki.

On the Closing Date, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. Also on the Closing Date, Mr. Ryohei Uetaki was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company has not yet commenced any such operations.

The Company has elected July 31st as its year end.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements. The unaudited interim financial statements do not include all of the information and disclosure required by the U.S. GAAP for complete financial statements. Interim results are not necessarily indicative of results for a full year. The unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited financial statements. Significant estimates required to be made by management include, but are not limited to, valuation allowance of deferred tax assets. Actual results could differ from the estimates.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of ~~January~~April 3130, 2025 and July 31, 2024.

Earnings (Loss) Per Share

The Company computes basic and diluted earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The ~~Company~~ Company does not have any potentially dilutive instruments as of ~~January~~April 3130, 2025 and 2024, thus, anti-dilution issues are not applicable.

Foreign Currency Translation

The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

	January 31, 2025	January 31, 2024
	April 30, 2025	April 30, 2024
Current JPY: US$1 exchange rate	~~155~~143.1807	~~146~~157.8880
Average JPY: US$1 exchange rate	~~150~~149.6384	~~146~~148.9936

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements and concluded they were either not applicable or not expected to have a material impact on the Company’s unaudited financial statements.

Note 3 - Going Concern

The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficit, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with borrowings from related parties. There is no assurance that the management’s plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Note 4 - Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the ~~six~~nine months ended ~~January~~ 31April 30, 2025, the Company has incurred a net loss of approximately $~~147~~209,~~983~~937 which resulted in a net operating loss for income tax purposes. The loss results in an increase in the deferred tax asset of approximately $3144,~~076~~ 087 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on July 30, 2021, and our fiscal year end of July 31, 2024, we have completed only three taxable fiscal years.

Note 5 - Commitments and Contingencies

The Company follows ASC 450-20, “Loss Contingencies”, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of ~~January~~April 3130, 2025 and July 31, 2024.

Note 6 - Related-Party Transactions

Due to related party

During the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, Harbin Co., Ltd. (“Harbin”), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer and controlling shareholder of the Company, paid operating expenses of $~~189~~250,~~481~~479 and $85116,~~280~~417, respectively, on behalf of the Company. As of ~~January~~April 3130, 2025 and July 31, 2024, the amount due to Harbin was $~~392~~489,~~512~~779 and $217,474, respectively. The balance is unsecured, non-interest bearing and due on demand.

During the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, we utilized Harbin’s office space and equipment of our management at no cost.

Note 7 - Subsequent Events

During the period from ~~February~~May 1, 2025 to the filing date of this report, Harbin paid additional $2711,~~034~~ 010 for operating expenses on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

-F5-

Table of Contents

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Quarterly Report of Ultimate Holdings Group, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with U.S. GAAP, actual results could differ from our estimates and such differences could be material. There are no critical accounting policies and estimates for the nine months ended April 30, 2025.

PLAN OF OPERATION

Ultimate Holdings Group, Inc. (we, us, our, the "Company" or the "Registrant") was incorporated in the State of Nevada on July 30, 2021. The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and, as of ~~January~~April 3130, 2025, had made no efforts to identify a possible business combination. As a result, as of ~~January~~April 3130, 2025, the Company had not conducted negotiations or entered into a letter of intent concerning any target business. The current business ~~purpose~~ purpose of the Company is to seek the acquisition of or merger with, an existing company.

The Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the SEC) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51)-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a shell company, because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The company may merge with or acquire another company in which the promoters, management, or promoters’ or managements’ affiliates or associates, directly or indirectly, have an ownership interest.

RESULTS OF OPERATIONS

We generated $0 in revenue for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024. Our operating expenses for the three months ended ~~January~~April 3130, 2025 and 2024 were $6461,~~734~~954 and $37,~~396~~920, respectively. Our operating expenses for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024 were $~~147~~209,~~983~~937 and $92130,~~645~~565, respectively. Operating expenses were solely professional fees in nature. Our net loss for the three months period ended ~~January~~April 3130, 2025, and 2024 was $6461,~~734~~954 and $37,~~396~~920, respectively. Our net loss for the ~~six~~nine months period ended ~~January~~April 3130, 2025 and 2024 was $~~147~~209,~~983~~937 and $92130,~~645~~565, respectively.

LIQUIDITY AND CAPITAL RESOURCES

In assessing our liquidity and the substantial doubt about our ability to continue as a going concern, we monitor and analyze cash on hand, our ability to generate sufficient earnings in the future, and operating expenditure commitments. As of ~~January~~April 3130, 2025, we generated no no revenue. Our working capital deficit was $~~383~~480,~~706~~253 and our accumulated deficit was $~~414~~476,~~439~~393. These factors raise substantial doubt about our ability to continue as a going concern. Management plans to fund operating expenses with borrowings from related parties. There is no assurance that the management’s plan will be successful.

During the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, the Company’s operating expenses were all paid by the related ~~parties~~party of the Company. The ~~Company~~ Company had immaterial cash ~~provided by (~~used in) operating activities, and did not have any cash flows from investing or financing activities.

We have no known demands or commitments and are not aware of any events or uncertainties as of ~~January~~April 3130, 2025 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We had no material commitments for capital expenditures as of ~~January~~April 3130, 2025.

-3-

Table of Contents

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our Principal Executive Officer and Principal Financial Officer, Ryohei Uetaki, evaluated the effectiveness of our disclosure controls and procedures as of ~~January~~April 3130, 2025. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective as a result of material weaknesses in our internal control over financial reporting.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during the fiscal quarter ended ~~January~~April 3130, 2025, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1 Legal Proceedings

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 2 Unregistered Sales of Equity Securities

None.

Item 3 DEFAULTS UPON SENIOR SECURITIES

None.

Item 4 MINE SAFETY DISCLOSURES

Not applicable.

Item 5 Other Information

None.

-4-

Table of Contents

Item 6 Exhibits

Exhibit No.		Description
3.1 (i)		Certificate of Incorporation (1)
3.1 (ii)		Restated Articles of Incorporation (2)
3.2		By-laws (1)
31		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10-12G/A, as filed with the SEC on December 9, 2021 and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on October 24, 2022 and incorporated herein by this reference.
(3)	Filed herewith.

-5-

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ultimate Holdings Group, Inc.

Dated: ~~March~~June 143, 2025

By: /s/ Ryohei Uetaki Ryohei Uetaki, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer), Director

-6-

Filing Compare · Ultimate Holdings Group, Inc.