AIS Holdings Group, Inc. (AIDG) 10-K Review: A Blank‐Check Shell in Search of a Business

Investment Score: 1.0 / 10

Warren.AI 💰 1.0 / 10

Executive Summary

AIS Holdings Group, Inc. (“AIS Holdings” or the “Company”) filed its Form 10-K for the fiscal year ended March 31, 2025. Once an IT and software development business through its subsidiary AIS Japan Co., Ltd., AIS Holdings now operates as a “blank check” shell company with no material operations, nominal assets and negative shareholder equity. A change in control on April 1, 2025 transferred 91% of the shares to SKYPR LLC for $80,000.

Key highlights:

• 0 revenue, net loss of $77,170 (FY25) vs. $50,975 (FY24)
• Cash & equivalents: $6
• Current liabilities: $163,080; shareholder deficit: $163,074
• Going concern raised by auditors and management
• Seeking acquisition targets, but no pipeline yet

Given the lack of operational business, minimal liquidity and severe working capital deficiency, we assign AIS Holdings an investment score of 1.0 out of 10.

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1. Company Background and Recent Events

• Incorporation and Early History
– Originally incorporated as Superb Acquisition, Inc. in Delaware on January 30, 2017.
– Renamed AIS Holdings Group, Inc. in September 2017 after acquiring AIS Japan Co., Ltd.

• Operations (2017–2024)
– Provided IT and software development services, including a cryptocurrency trading platform, under AIS Japan.
– Limited service contracts and revenue recognized through fiscal 2024.

• Change in Control (April 1, 2025)
– Takehiro Abe sold 18.2 million shares (≈91% of outstanding stock) to SKYPR LLC for $80,000.
– Abe resigned as CEO, CFO, President, Secretary, Treasurer and Director.
– Ryohei Uetaki (sole officer/director of SKYPR LLC) appointed as CEO, CFO, President, Secretary, Treasurer and Director of AIS Holdings.
– Company ceased all IT and software operations and resumed status as a shell company under SEC Rule 12b-2.

• Current Business Plan
– Act as a publicly traded vehicle (“blank check”/SPAC‐like structure) to seek a merger or acquisition of an unidentified target.
– No business plan beyond evaluating potential targets across industries and geographies.

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2. Business Description (Item 1)

AIS Holdings is now a development‐stage blank check shell company. Under its current management, the Company:

• Has no material operations or revenue streams.
• Maintains a wholly owned but inactive subsidiary (AIS Japan Co., Ltd.).
• Possesses nominal cash and no significant assets.
• Plans to identify and acquire a target business where the perceived advantages of being a public company (access to capital markets, liquidity for shareholders) could be leveraged.

Risks Inherent to Shell Structures

• Shell companies often fail to identify suitable acquisition targets.
• Investors have no visibility on prospective industries, management experience in M&A, or financing commitments.
• Potential for dilution, additional financing rounds, or deal‐related stock issuances that may negatively impact existing shareholders.

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3. Financial Performance and Condition (Items 7 & 8)

Key 2025 vs. 2024 Financial Data

Metric	FY 2025	FY 2024
Revenue	$0	$20,000
Net Loss	$(77,170)	$(50,975)
Cash & Cash Equivalents	$6	$1,165
Current Liabilities	$163,080	$102,234
Related-Party Advances (net)	$157,399	$102,209
Shareholders’ Deficit	$(163,074)	$(100,969)

0 Revenue, Deepening Loss: The Company generated no operating revenue in FY 2025. Past revenues reflected limited IT/software contracts that have since been terminated.

Rising Losses and Costs:

• General & admin expenses remain around $61k/year.
• Interest expense (“imputed interest” on related-party advances) jumped to $16.2k from $10.9k.

Thin Liquidity: Cash dropped to $6 at fiscal year end—insufficient to fund even minimal expenses.

Heavy Reliance on Related Party:

• Historically financed by Mr. Abe and now likely by Mr. Uetaki, but no formal commitments or credit lines.
• $157k in related-party payables were canceled April 8, 2025, but no resources were injected in exchange.

Going Concern Warning: Auditors (M&K CPAS, PLLC) and management cite substantial doubt about the Company’s ability to continue as a going concern.

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4. Liquidity & Cash Flows

• Operating Cash Flow: $(55,205) (FY 2025) vs. $(37,221) (FY 2024)
• Financing Cash Flow: $54,047 (FY 2025) vs. $35,564 (FY 2024), entirely from related-party advances.
• Net: Cash burn remains elevated; financing tied wholly to insider loans with no external funding sources in place.

Balance Sheet Stresses

• Negative Working Capital: Current liabilities exceed current assets by ~$163k.
• Equity Deficit: Shareholders’ deficit of $163k highlights capital erosion.

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5. Risk Factors (Item 1A)

Although AIS Holdings omitted a formal Risk Factors section (as a smaller reporting company), numerous risks are apparent:

1. No operating business or defined acquisition target
2. Severe liquidity constraints, reliance on insider funding
3. Substantial doubt as a going concern
4. No independent directors or audit committee
5. Shell company regulatory risks; potential resale restrictions
6. Potential dilution from future stock issuances
7. Limited management bandwidth—sole officer/director model

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6. Corporate Governance (Item 10)

• Board Composition: Single member—Ryohei Uetaki—serves as CEO, CFO, President, Secretary, Treasurer and Director.
• No Audit Committee: Board reviews audit matters internally.
• No Code of Ethics: Relies on general fiduciary duties; may adopt formal code when resources and personnel grow.
• Weak Controls: Management identified material weaknesses in internal controls (lack of segregation of duties, no independent oversight).

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7. Conclusion and Investment Outlook

AIS Holdings Group, Inc. has repositioned itself as a shell company with virtually no operations, no cash runway, and a heavy dependency on related-party financing from its sole officer/director. The audit opinion includes a going concern disclaimer, and the Company lacks basic corporate governance and financial controls.

Investors face extreme risks:

• No clarity on business acquisition targets or financing plans
• High probability of dilution, additional insider financing or abandonment
• Minimal potential for meaningful near-term stock performance

Recommendation: Unless you specialize in micro-cap shell speculation and are comfortable with a near-total investment loss, AIS Holdings is not suitable for risk-averse or value-oriented investors.

Investment Score: 1.0 / 10
(1 = no investment potential; 10 = 100% return opportunity)

Net Loss FY 2025: $(77,170)

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This analysis is based solely on AIS Holdings Group, Inc. Form 10-K for the year ended March 31, 2025. Investors should conduct their own due diligence before making any investment decisions.