Ultimate Holdings Remains Shell, Seeks Merger Target

TL;DR

**UHGI is a pure shell play with no business, just a hope and a prayer for an acquisition, making it a high-risk gamble.**

AI Summary

Ultimate Holdings Group, Inc. (UHGI) filed its 10-K for the fiscal year ended July 31, 2025, confirming its status as a 'shell company' with no significant operations or assets beyond cash. The company reported an aggregate market value of voting common stock held by non-affiliates of approximately $140 as of January 31, 2025, based on a closing price of $0.02 per share. There are 611,600,000 shares of common stock outstanding as of September 26, 2025. Key business changes include a change in control on April 21, 2023, when CRS Consulting, LLC sold 493,884,000 shares (80.75% voting control) to SKYPR LLC for $330,000, making Ryohei Uetaki the sole officer and director. UHGI's strategic outlook is to serve as a vehicle for a business combination, merger, or asset acquisition, but it has not yet identified any specific targets or commenced operations. Risks include competitive disadvantages against larger entities in M&A and the complexities of SEC Rule 419 for blank check companies if it were to offer securities.

Why It Matters

Ultimate Holdings Group, Inc.'s continued status as a shell company means it offers no intrinsic value or operational revenue for investors, making it a highly speculative play. The change in control to SKYPR LLC and Ryohei Uetaki for $330,000 highlights the low valuation and the potential for a new direction, but without a defined business, employees and customers are non-existent. The broader market impact is minimal, but it underscores the prevalence of 'blank check' companies on OTC Markets, often competing with more established venture capital firms for acquisition targets, placing UHGI at a significant disadvantage.

Risk Assessment

Risk Level: high — The company explicitly states it is a 'shell company' with 'no or nominal assets (other than cash) and no or nominal operations,' and has 'made no efforts thus far to identify a possible business combination.' This lack of any operational business, combined with a market value of voting common stock held by non-affiliates of only $140 as of January 31, 2025, indicates extreme speculative risk.

Analyst Insight

Investors should avoid Ultimate Holdings Group, Inc. given its status as a shell company with no operations, assets, or identified business combination target. This is a highly speculative investment with no fundamental basis, suitable only for those with an extremely high-risk tolerance betting on an unknown future acquisition.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

$0

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $140 — Aggregate market value of voting common stock held by non-affiliates (as of January 31, 2025, indicating minimal public float value)
• $0.02 — Closing price per share (as of January 31, 2025, reflecting low stock valuation)
• 611,600,000 — Shares of common stock outstanding (as of September 26, 2025)
• 80.75% — Voting control sold to SKYPR LLC (representing 493,884,000 shares)
• $330,000 — Consideration for change of control (paid by SKYPR LLC to CRS Consulting, LLC)

Key Players & Entities

• Ultimate Holdings Group, Inc. (company) — registrant
• Thomas DeNunzio (person) — former CEO, CFO, President, Director, Secretary, and Treasurer
• Paul Moody (person) — former CEO, CFO, President, Director, Secretary, and Treasurer
• Luboa Group, Inc. (company) — Predecessor in reorganization
• CRS Consulting, LLC (company) — former controlling shareholder
• Jeffrey DeNunzio (person) — member of CRS Consulting, LLC
• SKYPR LLC (company) — current largest controlling stockholder
• Ryohei Uetaki (person) — sole member of SKYPR LLC, current CEO, CFO, President, Secretary, Treasurer, and Director
• SEC (regulator) — regulates 'blank check' companies
• $330,000 (dollar_amount) — consideration for 80.75% voting control

FAQ

Risk Factors

• Shell Company Status and Lack of Operations [high — operational]: UHGI continues to operate as a shell company with no significant operations or assets beyond cash. This status presents a fundamental risk as the company has not yet identified any specific targets for a business combination, merger, or asset acquisition. Without a defined business strategy or operational foundation, the company's future prospects are entirely dependent on future strategic decisions and successful execution of a combination.
• SEC Rule 419 Complexities [medium — regulatory]: If UHGI were to pursue an offering of securities to fund a business combination, it would likely be subject to SEC Rule 419. This rule imposes stringent requirements on blank check companies, including the establishment of an escrow account for proceeds and limitations on the use of funds. Compliance with Rule 419 can be complex and may deter potential investors or hinder the company's ability to complete a transaction.
• Competitive Disadvantages in M&A [medium — market]: As a shell company seeking a business combination, UHGI faces significant competitive disadvantages against larger, more established entities. These larger entities often have greater financial resources, established management teams, and existing market presence, making it more challenging for UHGI to identify and secure attractive acquisition or merger targets.
• Minimal Public Float and Low Valuation [low — financial]: The aggregate market value of voting common stock held by non-affiliates was only $140 as of January 31, 2025, with a closing price of $0.02 per share. This extremely low valuation and minimal public float indicate a lack of investor interest and liquidity, posing challenges for future capital raising or shareholder value realization.

Industry Context

Ultimate Holdings Group, Inc. operates within the highly competitive landscape of special purpose acquisition companies (SPACs) and shell companies seeking business combinations. The market for identifying and executing mergers and acquisitions is crowded, with numerous entities vying for attractive targets. Trends include increasing regulatory scrutiny on SPACs and a focus on specific sectors for consolidation, making it challenging for smaller, less capitalized entities like UHGI to compete effectively.

Regulatory Implications

As a shell company intending to pursue a business combination, UHGI faces potential regulatory complexities, particularly concerning SEC Rule 419 if it seeks to raise capital through a public offering. Compliance with disclosure requirements and rules governing blank check companies is critical. Furthermore, any future business combination will be subject to standard securities laws and regulations applicable to the transaction type.

What Investors Should Do

1. Monitor for identification of a specific business combination target.
2. Assess the terms and feasibility of any proposed business combination.
3. Evaluate management's ability to navigate regulatory requirements, especially SEC Rule 419.
4. Consider the extremely low current market valuation and liquidity.

Key Dates

• 2021-07-30: Company Incorporation — Marks the initial formation of Ultimate Holdings Group, Inc. by Thomas DeNunzio.
• 2022-10-19: Officer and Director Changes — Thomas DeNunzio resigned from all officer and director positions; Paul Moody was appointed to these roles, indicating a shift in leadership.
• 2022-11-15: Reorganization with Luboa Group, Inc. (LBAO) — UHGI transmuted its business plan to a business combination related shell company and completed a holding company reorganization, changing its strategic focus.
• 2023-04-21: Change of Control Transaction — CRS Consulting, LLC sold 80.75% of voting control (493,884,000 shares) to SKYPR LLC for $330,000, leading to Ryohei Uetaki becoming the sole officer and director.
• 2025-01-31: Aggregate Market Value Calculation — The company's non-affiliate market value was calculated at $140, highlighting its extremely low public float and valuation.
• 2025-09-26: Shares Outstanding Confirmation — Confirmed 611,600,000 shares of common stock outstanding, providing a baseline for share count.

Glossary

Shell Company

A company that has no or nominal operations, and few or no assets, other than its cash and cash equivalents. Shell companies are often used as vehicles for mergers, acquisitions, or other corporate restructurings. (UHGI explicitly states it is a shell company, defining its current operational status and its intended future use as a vehicle for a business combination.)

Business Combination

A merger, acquisition, share exchange, asset purchase, or similar business transaction where two or more companies are combined or one company acquires another. (This is the stated strategic objective of UHGI, indicating its purpose is to find and execute such a transaction.)

SEC Rule 419

A Securities and Exchange Commission rule that imposes specific requirements on 'blank check' companies offering securities, primarily concerning the safeguarding of investor funds in an escrow account until a business acquisition is completed. (This rule represents a significant regulatory hurdle and risk for UHGI if it decides to raise capital through a public offering for its intended business combination.)

Aggregate Market Value of Voting Common Stock Held by Non-Affiliates

The total market value of a company's shares held by investors who are not considered company insiders (officers, directors, or major shareholders). It's a measure of the public float's value. (The extremely low value of $140 for UHGI indicates a negligible public market presence and investor interest.)

Change of Control

A transaction or event that results in a change in the majority ownership or control of a company. (UHGI experienced a significant change of control on April 21, 2023, with SKYPR LLC acquiring a majority stake and Ryohei Uetaki becoming the sole officer and director.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year's filing is not available in the provided text. The filing focuses on the current fiscal year and the company's status as a shell company. Key events like the change of control in April 2023 and the reorganization in November 2022 are historical milestones. There is no data presented on revenue growth, margin changes, or new risks specifically tied to year-over-year comparisons within this document.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 The OTC Markets Group under the ticker
• $0.02 — ased on the closing price per share (or $0.02), of the registrant's common stock as r
• $330,000 — ol of the Company, for consideration of $330,000. The consummation of the transactions r

Filing Documents

• ultimate_10k25o.htm (10-K) — 429KB
• exhibit31.htm (EX-31) — 12KB
• exhibit32.htm (EX-32) — 7KB
• 0001888846-25-000004.txt ( ) — 1537KB
• uhgi-20250731.xsd (EX-101.SCH) — 13KB
• uhgi-20250731_cal.xml (EX-101.CAL) — 8KB
• uhgi-20250731_def.xml (EX-101.DEF) — 13KB
• uhgi-20250731_lab.xml (EX-101.LAB) — 103KB
• uhgi-20250731_pre.xml (EX-101.PRE) — 76KB
• ultimate_10k25o_htm.xml (XML) — 117KB

Business

Business 1 Item 1A

Risk Factors

Risk Factors 4 Item 1B Unresolved Staff Comments 4 Item 1C Cybersecurity 4 Item 2

Properties

Properties 4 Item 3

Legal Proceedings

Legal Proceedings 4 Item 4 Mine Safety Disclosures 4 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 4 Item 6

Selected Financial Data

Selected Financial Data 5 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 6 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F1-F8 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 7 Item 9A

Controls and Procedures

Controls and Procedures 7 Item 9B Other Information 7 PART III Item 10 Directors, Executive Officers and Corporate Governance 8 Item 11

Executive Compensation

Executive Compensation 10 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11 Item 13 Certain Relationships and Related Transactions, and Director Independence 11 Item 14 Principal Accounting Fees and Services 12 PART IV Item 15 Exhibits, Financial Statement Schedules 13 Item 16 Form 10-K Summary 13

Signatures

Signatures 13 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING Certain statements and information included in this Annual Report on Form 10-K for the year ended July 31, 2025 (this "Report"), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking We generally use the words "may," "should," "believe," "expect," "intend," "plan," "anticipate," "likely," "estimate," "potential," "continue," "will," and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report. CERTAIN TERMS USED IN THIS REPORT "We," "us," "our," "the Registrant," the "Company," and "Ultimate Holdings Group" are synonymous with Ultimate Holdings Group, Inc., unless otherwise indicated. Table of Contents PART I

Business

Item 1. Business. (a) Business Development Ultimate Holdings Group, Inc. (we, us, our, or the "Company") was incorporated by Thomas DeNunzio on July 30, 2021, in the State of Nevada. On the same date, Mr. DeNunzio was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer On October 19, 2022, Mr. Thomas DeNunzio resigned as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On October 19, 2022, Mr. Paul Moody was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. The Company does not have, and has not had, any written employment or formal compensation agreements with any of its officers or directors. On November 15, 2022, the Company ("Successor") transmuted its business plan from that of a shell company to a business combination related shell company with conducting a reorganization with Luboa Group, Inc. ("LBAO" or "Predecessor"), a Nevada corporation. The reason for the change in the nature of our business plan was due to the fact that our former sole director, Paul Moody, believed it to be in the best interest of the Company to complete a holding company reorganization ("Reorganization") with LBAO pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The "Articles of Merger" pursuant to the Reorganization was filed and effective on November 15, 2022 with the Nevada Secretary of State. The constituent corporations in the Reorganization were LBAO, the Company and Ultimate Holdings Merger Sub, Inc. ("Merger Sub"). Our former director, at the time, was the sole director/officer of each constituent corporation in the Reorganization. Pursuant to the Reorganization, the Company issued 1,000 shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company immediately prior to the Reorganization. Immediately

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View this 10-K filing on SEC EDGAR