SEC Filing Report: Ultimate Holdings Group, Inc. – Form 10-Q
Executive Summary
This report analyzes Ultimate Holdings Group, Inc.’s Form 10-Q for the quarterly period ended January 31, 2025. The company is a blank check company seeking a merger or acquisition target. Key findings indicate a continued lack of revenue generation, increasing operating expenses, a significant working capital deficit, and reliance on related-party funding. Management acknowledges substantial doubt about the company’s ability to continue as a going concern. Furthermore, the Principal Executive and Financial Officer concluded that the company’s disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting. Given these factors, a Sell recommendation is warranted. The company’s financial viability is highly questionable, and the lack of internal controls raises serious concerns about the reliability of its financial reporting.
Company Overview
Ultimate Holdings Group, Inc. is a Nevada-based blank check company incorporated on July 30, 2021. Its primary objective is to identify and acquire or merge with an existing company. As of January 31, 2025, it has not yet identified a target. The company’s controlling shareholder and CEO/CFO/President/Secretary/Treasurer/Director is Ryohei Uetaki. The company operates primarily in Japan and maintains its books in Japanese Yen (JPY), with financial statements translated to US Dollars (USD) for reporting purposes.
Detailed Analysis
Financial Statement Analysis
Balance Sheet
| Metric |
January 31, 2025 |
July 31, 2024 |
Change |
| Cash and Cash Equivalents |
$300 |
$300 |
$0 |
| Total Current Assets |
$8,806 |
$9,101 |
-$295 |
| Total Assets |
$8,806 |
$9,101 |
-$295 |
| Total Current Liabilities |
$392,512 |
$258,674 |
+$133,838 |
| Total Liabilities |
$392,512 |
$258,674 |
+$133,838 |
| Total Shareholders’ Deficit |
($383,706) |
($249,573) |
-$134,133 |
Key Observations:
- Minimal cash reserves.
- Significant increase in total liabilities, primarily due to an increase in amounts due to related parties.
- A growing shareholders’ deficit, reflecting accumulated losses.
Statement of Operations
| Metric |
Three Months Ended January 31, 2025 |
Three Months Ended January 31, 2024 |
Six Months Ended January 31, 2025 |
Six Months Ended January 31, 2024 |
| General and Administrative Expenses |
$64,734 |
$37,396 |
$147,983 |
$92,645 |
| Net Loss |
($64,734) |
($37,396) |
($147,983) |
($92,645) |
| Basic and Diluted Net Loss Per Common Share |
($0.00) |
($0.00) |
($0.00) |
($0.00) |
Key Observations:
- No revenue generated.
- Operating expenses, consisting solely of general and administrative expenses, have increased significantly year-over-year.
- Consistent net losses, further eroding shareholder equity.
Statement of Cash Flows
| Metric |
Six Months Ended January 31, 2025 |
Six Months Ended January 31, 2024 |
| Net Loss |
($147,983) |
($92,645) |
| Net cash provided by (used in) operating activities |
$298 |
($46) |
| Net Change in Cash and Cash Equivalents |
– |
– |
| Cash and cash equivalents – end of the period |
$300 |
– |
Key Observations:
- Minimal cash flow from operating activities.
- The company’s cash position remains extremely low.
Management’s Discussion and Analysis (MD&A)
Management acknowledges the company’s status as a blank check company and its lack of a defined business combination target. They highlight the going concern issue, stating that “These factors raise substantial doubt about our ability to continue as a going concern.” The plan to fund operating expenses through related-party borrowings is presented, but the success of this plan is uncertain. The MD&A confirms the absence of revenue generation and the increasing operating expenses.
Red Flags and Uncommon Metrics
- Going Concern: The most significant red flag is the explicit acknowledgment by management of substantial doubt about the company’s ability to continue as a going concern.
- Related Party Transactions: The company is heavily reliant on related-party funding from Harbin Co., Ltd., a company wholly owned by the CEO. This raises concerns about potential conflicts of interest and the sustainability of this funding source. The amount due to Harbin has increased significantly.
- Ineffective Disclosure Controls: The Principal Executive and Financial Officer concluded that the company’s disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting. This is a serious concern, as it suggests that the financial information presented may not be reliable.
- Lack of Revenue: The company has not generated any revenue since its inception.
- Blank Check Company Status: The company’s status as a blank check company inherently carries a high degree of risk, as investors are essentially betting on management’s ability to identify and acquire a suitable target.
Conclusion and Actionable Insights
Ultimate Holdings Group, Inc. presents a high-risk investment profile. The lack of revenue, increasing expenses, reliance on related-party funding, and the acknowledged going concern issue paint a bleak picture of the company’s financial health. The admission of ineffective disclosure controls further exacerbates these concerns. The company’s future hinges entirely on its ability to secure a business combination, but its current financial state and internal control weaknesses significantly diminish its prospects. Therefore, a Sell recommendation is warranted. Investors should avoid this stock due to the substantial risks involved.