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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 June 30, 2025

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

For the transition period from to

AIS HOLDINGS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-55769	36-4877329
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

3-5-2-205, Kojimachi, Chiyoda-ku, Tokyo, Japan
(Address of principal executive offices)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for 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 August 15, 2025: 20,000,000 shares of common stock.

- 1 -

Table of Contents

TABLE OF CONTENTS

AIS HOLDINGS GROUP, INC.

INDEX

PART I - FINANCIAL INFORMATION

		Page
PART I - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS - UNAUDITED	F1
CONSOLIDATED Balance Sheets - UNAUDITED		F2
CONSOLIDATED Statements of Operations AND COMPREHENSIVE LOSS- UNAUDITED		F3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT - UNAUDITED		F4
CONSOLIDATED Statements of Cash Flows - unaudited		F5
Notes to Financial Statements - unaudited		F6

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4	CONTROLS AND PROCEDURES	4

PART II - OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	5
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5

SIGNATURES		6

- 2 -

Table of Contents

ITEM 1 FINANCIAL STATEMENTS

AIS HOLDINGS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

			As of		As of
			June 30, 2025		March 31, 2025
			(Unaudited)

ASSETS
Current Assets
	Cash and cash equivalents	$	29	$	6
	Prepaid expenses		9,166		-

TOTAL CURRENT ASSETS			9,195		6

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
	Due to related party	$	72,435	$	157,399
	Accrued expenses		-	$	5,681

TOTAL CURRENT LIABILITIES			72,435		163,080

Shareholders' Deficit
	Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of as of June 30, 2025 and March 31, 2025)		-		-
	Common stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2025 and March 31, 2025)		2,000		2,000
	Additional paid-in capital		236,311		74,592
	Accumulated deficit		(317,522)		(258,405)
	Accumulated other comprehensive income		15,971		18,739

TOTAL SHAREHOLDERS' DEFICIT			(63,240)		(163,074)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT		$	9,195	$	6

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

- F1-

Table of Contents

AIS HOLDINGS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

			Three Months		Three Months
			Ended		Ended
			June 30, 2025		June 30, 2024

OPERATING EXPENSE
	General and administrative expenses	$	57,499	$	23,076

Total Operating Expenses			57,499		23,076

Other Income (Expense)
	Other income		-		-
	Interest expenses		(1,618)		(3,401)

NET LOSS		$	(59,117)	$	(26,477)

OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustment		(2,768)		5,357

TOTAL COMPREHENSIVE INCOME (LOSS)		$	(61,885)	$	(21,120)

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 unaudited consolidated financial statements.

- F2 -

Table of Contents

AIS HOLDINGS GROUP, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

(UNAUDITED)

							ACCUMULATED
					ADDITIONAL		OTHER
	COMMON STOCK				PAID IN		COMPREHENSIVE		ACCUMULATED		TOTAL
	NUMBER		AMOUNT		CAPITAL		INCOME		DEFICIT		DEFICIT

Balance – March 31, 2024	20,000,000	$	2,000	$	58,383	$	19,883	$	(181,235)	$	(100,969)
Imputed interests	-		-		3,401		-		-		3,401
Net loss	-		-		-		-		(26,477)		(26,477)
Foreign currency translation	-		-		-		5,357		-		5,357

Balance – June 30, 2024	20,000,000	$	2,000	$	61,784	$	25,240	$	(207,712)	$	(118,688)

Balance – March 31, 2025	20,000,000	$	2,000	$	74,592	$	18,739	$	(258,405)	$	(163,074)
Cancel the loan from Takehiro Abe	-		-		160,101		-		-		160,101
Imputed interests	-		-		1,618		-		-		1,618
Net income	-		-		-		-		(59,117)		(59,117)
Foreign currency translation	-		-		-		(2,768)		-		(2,768)

Balance – June 30, 2025	20,000,000	$	2,000	$	236,311	$	15,971	$	(317,522)	$	(63,240)

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

- F3 -

Table of Contents

AIS HOLDINGS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Three Months		Three Months
			Ended		Ended
			June 30, 2025		June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
	Net income	$	(59,117)	$	(26,477)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Imputed interest		1,618		3,401
	Changes in operating assets and liabilities:
	Prepaid expenses		(9,133)		-
	Accrued expenses		(5,681)		(25)
	Net cash used in operating activities		(72,313)		(23,101)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from related party		72,435		23,134
	Net cash provided by financing activities		72,435		23,134

Net effect of exchange rate changes on cash			(99)		(10)

Net Change in Cash and Cash Equivalents		$	23	$	23
Cash and cash equivalents - beginning of period			6		1,165
Cash and cash equivalents - end of period		$	29	$	1,188

NON-CASH TRANSACTIONS
	Cancel the loan from Takehiro Abe	$	161,101	$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	-	$	-
Income taxes paid			-		-

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

- F4 -

Table of Contents

AIS HOLDINGS group, INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 2025

(UNAUDITED)

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.

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 Company’s outstanding stock, were sold for total consideration of eighty thousand dollars ($80,000). The transaction was consummated on the same date, resulting in a change in control of the Company, with SKYPR LLC becoming the largest controlling stockholder.

On April 1, 2025, Mr. Takehiro Abe resigned from his positions as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. Additionally, Mr. Abe resigned from his role as Director, with his resignation becoming effective on the 10th day after the mailing of the Company’s information statement on Schedule 14F-1 to the Company’s stockholders.

On April 1, 2025, Mr. Ryohei Uetaki was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe. As a result, the Company no longer has any amounts outstanding or payable to him.

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

The Company has elected March 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 Company’s securities and their immediate families, (ii) the Company’s 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.

- F5 -

Table of Contents

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 lessee’s 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 asset’s estimated fair value and its book value. For the period ended for the period ended June 30, 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:

	June 30, 2025	June 30, 2024
Current JPY: US$1 exchange rate	144.01	160.83
Average JPY: US$1 exchange rate	144.53	155.83

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 June 30, 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 June 30, 2025 and 2024 and, thus, anti-dilution issues are not applicable.

Fair Value of Financial Instruments

The Company’s 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 entity’s 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 June 30, 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 Statement—Reporting Comprehensive Income—Expense 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.

- F6 -

Table of Contents

NOTE 3 - GOING CONCERN

The Company’s 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.

National income tax in Japan is charged at 23.2% of a company’s assessable profit. The Company’s subsidiary, AIS Japan, was incorporated in Japan and is subject to Japanese national income tax and city income tax at the applicable tax rates on the taxable income as reported in their Japanese statutory accounts in accordance with the relevant enterprises income tax laws applicable to foreign enterprises.

The Company, 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 three months ended June 30, 2025, the Company, as a holding company registered in the state of Delaware, has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net operating loss carry forward is approximately $28,207 as of June 30, 2025 and will expire beginning in the year 2044. Annual use of the net operating loss may be limited by Internal Revenue Code Section 382 due to an ownership change.

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 June 30, 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 June 30, 2025 and 2024.

The Company did not have any potentially dilutive instruments as of June 30, 2025 and 2024 and, thus, anti-dilution issues are not applicable.

Additional paid-in capital

For the three months ended June 30, 2025 and 2024, the Company had imputed interest of $1,618 and $3,401, respectively.

Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe and added $160,101 in the additional paid-in capital.

NOTE 6 - RELATED-PARTY TRANSACTIONS

Additional paid-in capital

For the three months ended June 30, 2025 and 2024, the Company had imputed interest of $1,618 and $3,401, respectively.

Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe and added $160,101 in the additional paid-in capital.

Due to related party

For the three months ended June 30, 2025, and 2024, the Company borrowed $0 and $17,767, respectively, from Takehiro Abe, the Company’s former sole officer and director. No repayments were made to Mr. Abe during these periods. As of June 30, 2025, and 2024, the total amount due to Mr. Abe was $0 and $119,976, respectively. These amounts were unsecured, non-interest bearing, and payable on demand.

Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe. As a result, the Company no longer has any amounts outstanding or payable to him.

For the three months ended June 30, 2025, the Company borrowed $72,435 from ZEXAVERSE Co., Ltd. (“ZEXAVERSE”), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer and controlling shareholder of the Company. No repayments were made to ZEXAVERSE during these periods. As of June 30, 2025, the total amount due to ZEXAVERSE was $72,435. These amounts were unsecured, non-interest bearing, and payable on demand.

For the three months ended June 30, 2025 and 2024, the Company had imputed interest of $1,618 and $3,401, respectively.

For the three months ended June 30, 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 three months ended June 30, 2025 and 2024, the Company was not involved in any legal proceedings. As of June 30, 2025 and 2024, the Company had no pending legal cases.

NOTE 8 - SEGMENT INFORMATION

The Company operates a single reporting segment engaged in IT and software development-related activities. As of June 30, 2025, current assets of $9,195 were classified as neither sales, accounts receivable, nor inventory. For the three months ended June 30, 2025, the Company had not have intra-entity sales or transfers.

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 Company’s single operating segment, for the periods presented:

			As of
			June 30, 2025

ASSETS
	TOTAL CURRENT ASSETS	$	9,195

			Three Months
			Ended
			June 30, 2025

OPERATING EXPENSE		$
	General and administrative expenses		57,499

Total Operating Expenses			57,499

Interest expenses			(1,618)

LOSS		$	(59,117)

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 15, 2025, the date on which the consolidated financial statements were available to be issued.

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ITEM 2

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

Forward-Looking Statements

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.”

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.

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 June 30, 2025, the Company had a cash balance of $29. 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 Company’s 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 Company’s sole officer and director, may elect, at his discretion, to provide funding to support the Company’s 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

Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe. As a result, the Company no longer has any amounts outstanding or payable to him.

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 $59,117 for the three months ended June 30, 2025 as opposed to a net income of $26,477 for the three months ended June 30, 2024. The increase in net loss is attributed to the increase in operating expenses.

Going Concern

For the period ended June 30, 2025, the Company has suffered recurring losses from operations, yielded negative cash flows from operations, and had a net capital deficiency. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a 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.

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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.

CRITICAL ACCOUNTING POLICIES

We prepare our unaudited interim financial statements in conformity with 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 interim 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 interim 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 GAAP, actual results could differ from our estimates and such differences could be material.

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

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 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 such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Material weaknesses noted were: lack of a functioning audit committee; 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 affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ 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.

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 our last fiscal quarter ended June 30, 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 no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A RISK FACTORS

As a “smaller reporting company” 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 AND USE OF PROCEEDS

There have been no unregistered sales of equity for the past two fiscal years.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 OTHER INFORMATION

None.

ITEM 6 EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
3.1		Certificate of Incorporation (1)

3.1 (i)		Certificate of Amendment (2)

3.2		By-laws (1)

31		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended June 30, 2025. (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, with respect to the registrant’s report on Form 10-Q for the quarter ended June 30, 2025. (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). (3)

101.SCH		Inline XBRL Taxonomy Extension Schema Document. (3)

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document. (3)

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. (3)

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document. (3)

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document. (3)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document). (3)

(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 Company’s Form 8-K, as filed with the SEC on June 22, 2017.
(3)	Filed herewith.

SIGNATURES

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

AIS HOLDINGS GROUP, INC.

(Registrant)

By: /s/ Ryohei Uetaki

Name: Ryohei Uetaki

Chief Executive Officer

Dated: August 15, 2025

By: /s/ Ryohei Uetaki

Name: Ryohei Uetaki

Chief Financial Officer

Dated: August 15, 2025

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AIS Holdings Group, Inc. 10-Q