10-Q: Ultimate Holdings Group Reports Increased Net Loss in Q3 2024 Amid Going Concern Concerns
Quarterly Report
Ultimate Holdings Group, a blank check company, reported a significantly increased net loss for the three and nine months ended April 30, 2024, while expressing substantial doubt about its ability to continue as a going concern.
Summary
- Ultimate Holdings Group, Inc. filed its Form 10-Q for the quarterly period ended April 30, 2024.
- The company is a blank check company seeking a business combination.
- For the three months ended April 30, 2024, the company reported a net loss of $37,920, compared to a net loss of $1,065 for the same period in 2023.
- For the nine months ended April 30, 2024, the company reported a net loss of $130,565, compared to a net loss of $7,765 for the same period in 2023.
- Operating expenses were $37,920 and $130,565 for the three and nine months ended April 30, 2024, respectively, consisting solely of professional fees.
- As of April 30, 2024, the company had no cash on hand, a working capital deficit of $126,091, and an accumulated deficit of $151,747.
- The company's auditors have raised substantial doubt about its ability to continue as a going concern.
- Management plans to fund operating expenses with borrowings from related parties, specifically Harbin Co., Ltd., a company wholly owned by the CEO, Ryohei Uetaki.
- The company has not generated any revenue for the three and nine months ended April 30, 2024 and 2023.
- As of July 31, 2024, the company had 611,600,000 shares of common stock outstanding.
Sentiment
Score: 2
Explanation: The document presents a negative outlook due to increased losses, lack of revenue, going concern uncertainty, and reliance on related-party funding. The company's financial position is precarious, and its future is highly dependent on securing a successful business combination.
Positives
- The company is actively seeking a business combination, which could potentially improve its financial condition.
- Management is attempting to fund operating expenses through related party borrowings.
Negatives
- The company has incurred significant net losses for both the three and nine months ended April 30, 2024.
- The company has no cash on hand and a substantial working capital deficit.
- Auditors have raised substantial doubt about the company's ability to continue as a going concern.
- The company has not generated any revenue.
- The company is reliant on related-party transactions to cover operating expenses.
Risks
- The company's ability to continue as a going concern is uncertain.
- The company's reliance on related-party borrowings may not be sustainable.
- The company may not be able to successfully identify and complete a business combination.
- The company's lack of revenue generation poses a significant risk to its financial stability.
- Material weaknesses in internal control over financial reporting could affect the reliability of financial reporting.
Future Outlook
The company's principal business objective for the next 12 months and beyond is to achieve long-term growth potential through a combination with a business.
Management Comments
- Management plans to fund operating expenses with borrowings from related parties.
- Management believes that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with U.S. GAAP.
Industry Context
As a blank check company, Ultimate Holdings Group's performance is heavily dependent on its ability to identify and merge with a suitable target company. The increased losses and going concern uncertainty highlight the risks associated with this type of investment.
Comparison to Industry Standards
- It is difficult to compare Ultimate Holdings Group to industry standards due to its status as a blank check company with no specific operations.
- Comparable companies would be other blank check companies or SPACs (Special Purpose Acquisition Companies) in the process of seeking a merger target.
- However, the lack of revenue and the significant net losses are concerning compared to even other early-stage blank check companies.
- The reliance on related-party funding is also a deviation from industry norms, where companies typically seek external financing.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director | Paul Moody | Ryohei Uetaki | April 21, 2023 | Resignation of Paul Moody and appointment of Ryohei Uetaki following a change in control. |
Related Party Transactions
- Harbin Co., Ltd., a company wholly owned by Ryohei Uetaki, paid operating expenses of $116,417 on behalf of the company during the nine months ended April 30, 2024.
- As of April 30, 2024, the amount due to Harbin was $134,456, which is unsecured, non-interest bearing, and due on demand.
- During the nine months ended April 30, 2023, Jeffrey DeNunzio and Thomas DeNunzio, the former significant shareholders of the Company, paid operating expenses of $6,700 and $1,065, respectively, on behalf of the Company.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial instability and going concern uncertainty.
- Employees, if any, may be impacted by the company's uncertain future.
- Creditors face the risk of non-payment due to the company's lack of cash and reliance on related-party funding.
Next Steps
- The company intends to seek the acquisition of or merger with an existing company.
- Management plans to fund operating expenses with borrowings from related parties.
Key Dates
| Date | Description |
|---|---|
| July 30, 2021 | Ultimate Holdings, Inc. was incorporated in the State of Nevada. |
| October 19, 2022 | Mr. Thomas DeNunzio resigned from all officer and director positions, and Mr. Paul Moody was appointed to those positions. |
| November 15, 2022 | The company transmuted its business plan from a blank check shell company to a business combination related shell company with a holding company formation pursuant to a reorganization with Luboa Group, Inc. |
| March 1, 2023 | The company was issued a CUSIP number of 90401U109 by CUSIP Global Services. |
| March 2, 2023 | Ultimate Holdings Group, Inc. began a quoted market in its common stock under the ticker symbol UHGI. |
| April 21, 2023 | The company entered into a Share Purchase Agreement with CRS Consulting, LLC and SKYPR LLC, resulting in a change of control. |
| April 21, 2023 | Mr. Paul Moody resigned from all officer and director positions, and Mr. Ryohei Uetaki was appointed to those positions. |
| April 30, 2024 | End of the quarterly period covered by this report. |
| July 31, 2024 | Date of the report and shares outstanding. |
Keywords
blank check company, financial statements, net loss, going concern, related party transactions, Form 10-Q, liquidity, operating expenses, business combination, UHGI
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