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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 December 31, 2023

OR

[   ] 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.)  

  

2-41-7-336, Shinsakae Naka-ku Nagoya-shi, Aichi, Japan
(Address of principal executive offices)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 3 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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 3 months (or for such 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 [X] Smaller reporting company [X] Emerging Growth Company [X]

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).

[ ] Yes [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of February 1, 2024: 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 CHANGES IN 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
      December 31, 2023   March 31, 2023
      (Unaudited)   　
           
ASSETS
Current Assets
　 Cash and cash equivalents $                                     5,768 $                                     2,977
  Accounts receivable, trade                                       2,000                                       2,000
　 Prepaid expenses 　                                        75 　                                        975
           
TOTAL CURRENT ASSETS 　                                     7,843 　                                     5,952
           
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities        
　 Due to related party $                                   102,590 $                                   75,576
           
TOTAL CURRENT LIABILITIES 　                                   102,590 　                                   75,576
           
Shareholders' Deficit
  Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 0 issued and outstanding as of as of December 31, 2023 and March 31, 2023)                                               -                                               -
　 Common stock ($0.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2023 and March 31, 2023) 　                                     2,000 　 2,000
  Additional paid-in capital                                     53,023   47,530
　 Accumulated deficit 　                               (163,986) 　                               (130,261)
  Accumulated other comprehensive income                                     14,216                                     11,107
　 　 　 　
TOTAL SHAREHOLDERS' DEFICIT (94,747) (69,624)
           
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $                                     7,843 $                                     5,952

 

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   Nine Months   Nine Months
      Ended   Ended   Ended   Ended
      December 31, 2023   December 31, 2022   December 31, 2023   December 31, 2022
                   
Revenues $ 6,000 $ 5,600 $ 18,000 $ 47,111
                   
OPERATING EXPENSE 　 　 　 　 　 　 　 　
  General and administrative expenses   10,102   10,629   46,232   46,929
  　 　 　 　 　 　 　 　 　
Total Operating Expenses   10,102   10,629   46,232   46,929
  　 　 　 　 　 　 　 　 　
Other Income (Expense)                
  Interest expenses 　  (1,797) 　  (1,261) 　  (5,493) 　  (3,887)
                   
NET INCOME (LOSS) $  (5,899) $  (6,290) $ (33,725) $  (3,705)
                   
OTHER COMPREHENSIVE INCOME (LOSS)
  Foreign currency translation adjustment     (4,887)    (5,151)   3,109   4,513
  　 　 　 　 　 　 　 　 　
TOTAL COMPREHENSIVE INCOME (LOSS) $  (10,786) $ (11,441) $ (30,616) $    808
  　 　 　 　 　 　 　 　 　
BASIC AND DILUTED NET LOSS PER COMMON SHARE $  (0.00) $  (0.00) $  (0.00) $  (0.00)
  　 　 　 　 　 　 　 　 　
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED       20,000,000       20,000,000       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 (LOSS)   DEFICIT   DEFICIT
  　 　 　   　   　   　   　
Balance - March 31, 2022 20,000,000 $     2,000 $ 42,230 $   5,954 $    (117,268) $ (67,084)
Imputed interests  -    -      1,334   -      -      1,334
Net loss  - 　  - 　    - 　 - 　    6,640 　    6,640
Foreign currency translation  -    -      -     6,271      -      6,271
　 　 　 　 　 　 　 　 　 　 　 　
Balance - June 30, 2022 20,000,000 $     2,000 $  43,564 $ 12,225 $    (110,628) $ (52,839)
                       
Imputed interests  - 　  - 　    1,196 　 - 　    - 　    1,196
Net loss  -    -      -   -     (4,055)     (4,055)
Foreign currency translation  - 　  - 　    - 　   3,393 　    - 　    3,393
                       
Balance - September 30, 2022 20,000,000 $     2,000 $  44,760 $ 15,618 $    (114,683) $ (52,305)
                       
Imputed interests  - 　  - 　    1,345 　 - 　    - 　    1,345
Net loss  -    -      -   -     (6,290)     (6,290)
Foreign currency translation  - 　  - 　    - 　  (5,151) 　    - 　   (5,151)
                       
Balance - December 31, 2022 20,000,000 $     2,000 $  46,105 $ 10,467 $    (120,973) $ (62,401)
                       
Balance - March 31, 2023 20,000,000 $     2,000 $  47,530 $ 11,107 $    (130,261) $ (69,624)
Imputed interests  -    -      1,670   -      -      1,670
Net income  - 　  - 　    - 　 - 　 (19,341) 　 (19,341)
Foreign currency translation  -    -      -     5,637      -      5,637
　 　 　 　 　 　 　 　 　 　 　 　
Balance - June 30, 2023 20,000,000 $     2,000 $  49,200 $ 16,744 $    (149,602) $ (81,658)
　 　 　 　 　 　 　 　 　 　 　 　
Imputed interests  -    -      2,026   -      -      2,026
Net income  - 　  - 　    - 　 - 　   (8,485) 　   (8,485)
Foreign currency translation  -    -      -     2,359      -      2,359
　 　 　 　 　 　 　 　 　 　 　 　
Balance - September 30, 2023 20,000,000 $     2,000 $  51,226 $ 19,103 $    (158,087) $ (85,758)
　 　 　 　 　 　 　 　 　 　 　 　
Imputed interests  -    -      1,797   -      -      1,797
Net income  - 　  - 　    - 　 - 　   (5,899) 　   (5,899)
Foreign currency translation  -    -      -    (4,887)      -     (4,887)
　 　 　 　 　 　 　 　 　 　 　 　
Balance - December 31, 2023 20,000,000 $     2,000 $  53,023 $ 14,216 $    (163,986) $ (94,747)

 

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)

 

      Nine Months   Nine Months
      Ended   Ended
      December 31, 2023   December 31, 2022
           
CASH FLOWS FROM OPERATING ACTIVITIES        
  Net income (loss) $  (33,725) $  (3,705)
  Adjustments to reconcile net loss to net cash used in operating activities: 　 　 　 　
  Imputed interest      5,493      3,890
  Changes in operating assets and liabilities:        
  Accounts receivable   -      1,380
  Prepaid expenses 　  900 　     (102)
  Accrued receipts   -   (40,468)
  Net cash used in operating activities 　  (27,332) 　  (39,005)
           
CASH FLOWS FROM FINANCING ACTIVITIES 　 　 　 　
  Proceeds from due to related party    30,147      1,220
  Net cash provided by financing activities 　  30,147 　    1,220
           
Net effect of exchange rate changes on cash 　  (24) 　  (4,679)
      　   　
Net Change in Cash and Cash Equivalents $    2,791 $  (42,464)
Cash and cash equivalents - beginning of period      2,977    45,307
Cash and cash equivalents - end of period $    5,768 $    2,843
           
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

DECEMBER 31, 2023

(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.

 

On April 1, 2018, the Company entered into an agreement with Trend Rich Global Limited to lease the Company’s Software System package. The Software System Package is source code that can be expanded upon to create custom websites for clients in the digital currency industry.

 

On August 16, 2018, AIS Japan entered into a Software Development Agreement with GL Co., Ltd., whereas GL Co., Ltd. will improve upon the Company’s existing Software Platform Package which is owned by AIS Japan. The fee to further develop the software is in amount of 5,000,000 JPY (approximately $45,000).

 

On March 6, 2020, the agreement between the Company and GL Co., Ltd. was deemed to have been completed. GL Co., Ltd. successfully improved the software system’s administration system, as well as user system, in ways which were deemed to be acceptable and complete by the Company, and the ongoing services of GL Co., Ltd. were deemed to no longer be required.

 

On August 1, 2022, the Company and Trend Rich Global Limited mutually agreed to alter the monthly fees charged to Trend Rich Global Limited by the Company. All material components of the initial agreement entered into on April 1, 2018 remained unaltered, but the monthly basic fee was reduced from $3,600 to $2,000.

 

Our principal executive offices are located at 2-41-7-336, Shinsakae Naka-ku Nagoya-shi, Aichi, 460-0007, 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 its wholly owned subsidiaries. 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 December 31, 2023 and 2022 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 are 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:

 

  December 31, 2023 December 31, 2022
Current JPY: US$1 exchange rate 141.06 131.11
Average JPY: US$1 exchange rate 143.30 136.50

 

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 December 31, 2023 and March 31, 2023.

 

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 December 31, 2023 and 2022 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 December 31, 2023. 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

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

- 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 23.4% 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 the year ended March 31, 2023, 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 $105,052 as of December 31, 2023 and will expire beginning in the year 2042. 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 December 31, 2023 and March 31, 2023.

 

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 December 31, 2023 and March 31, 2023.

 

The Company did not have any potentially dilutive instruments as of December 31, 2023 and March 31, 2023 and, thus, anti-dilution issues are not applicable.

 

Additional paid-in capital

 

During the nine months ended December 31, 2023 and 2022, the Company had imputed interest of $5,493 and $3,875.

 

NOTE 6 - RELATED-PARTY TRANSACTIONS

 

Additional paid-in capital

 

During the nine months ended December 31, 2023 and 2022, the Company had imputed interest of $5,493 and $3,875.

 

Due to related party

 

For the nine months ended December 31, 2023 and 2022, the Company borrowed $30,147 and $1,229 from Takehiro Abe, CEO of the Company. For the nine months ended December 31, 2023 and 2022, the Company repaid $0 and $0 to Takehiro Abe. The total due as of December 31, 2023 and March 31, 2023 were $102,590 and $75,576 and were unsecured, due on demand and non-interest bearing.

 

During the nine months ended December 31, 2023 and 2022, the Company had imputed interest of $5,493 and $3,875.

 

The Company utilizes home office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. 

 

NOTE 7 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through February 1, 2024, the date on which the consolidated financial statements were available to be issued. 

 

- F7 -

Table of Contents

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 

 

Our cash balance is $5,268 as of December 31, 2023. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Takehiro Abe, our sole Director who has informally agreed to advance funds to allow us to pay for operating fees, and professional fees. Takehiro Abe, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

 

As of December 31, 2023, the Company has $102,590 due to the related party of Mr. Takehiro Abe, our sole officer and director.

 

On April 1, 2018 the Company entered into an agreement with Trend Rich Global Limited (“Trend Rich”) to lease the Company’s Software System package. The basic software is a pre-coded template that can be expanded upon to create custom websites for clients in the digital currency industry. Pursuant to this agreement, for the three months ended December 31, 2023, the Company generated the revenues of $6,000. These revenues did not cover our operating expenses.

 

To cover our operating expenses we need to generate additional revenues. Upon creating a definitive marketing plan we intend to expand our customer base to lease the Company’s Software Platform Package. If we cannot generate sufficient revenues to cover our operating expenses, we may seek to secure long term financing from a third party, otherwise, we will need to capital from a director. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

 

Net Loss

 

We recorded a net loss of $33,725 for the nine months ended December 31, 2023 as opposed to a net loss of $3,705 for the nine months ended December 31, 2022. The increase in net loss is attributed to the decrease of revenues.

 

Going Concern 

 

For the period ended December 31, 2023, 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.

 

- 3 -

Table of Contents

 

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 December 31, 2023. 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 December 31, 2023 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.

 

- 4 -

Table of Contents

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 December 31, 2023. (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 December 31, 2023. (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/ Takehiro Abe

Name: Takehiro Abe 

Chief Executive Officer

 

By: /s/ Takehiro Abe

Name: Takehiro Abe 

Chief Financial Officer

 

Dated: February 1, 2024

 

- 5 -

 

EXHIBIT 31.1

 

AIS Holdings Group, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

 

I, Takehiro Abe, certify that:

 

1.   I have reviewed this Form 10-Q of AIS Holdings Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 

 

Dated: February 1, 2024

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Executive Officer

(Principal Executive Officer)

 

 

EXHIBIT 31.2

 

 

AIS Holdings Group, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

 

I, Takehiro Abe, certify that:

 

1.   I have reviewed this Form 10-Q of AIS Holdings Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 

 

Dated: February 1, 2024

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT 32.1

 

 

AIS Holdings Group, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the the Quarterly Report of AIS Holdings Group, Inc. (the Company) on Form 10-Q for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Takehiro Abe, Principal  Executive  Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to Takehiro Abe and will be retained by AIS Holdings Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: February 1, 2024

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

EXHIBIT 32.2

 

 

AIS Holdings Group, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the the Quarterly Report of AIS Holdings Group, Inc. (the Company) on Form 10-Q for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Takehiro Abe, Principal  Financial  Officer of the Company, certify,  pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to Takehiro Abe and will be retained by AIS Holdings Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: February 1, 2024

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Financial Officer

(Principal Financial Officer)

v3.24.0.1
Cover - shares
 9 Months Ended
Dec. 31, 2023
Feb. 01, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Cover [Abstract]                  
Document Type 10-Q                
Amendment Flag false                
Document Quarterly Report true                
Document Period End Date Dec. 31, 2023                
Document Fiscal Period Focus Q3                
Document Fiscal Year Focus 2024                
Current Fiscal Year End Date --03-31                
Entity File Number 000-55769                
Entity Registrant Name AIS HOLDINGS GROUP, INC.                
Entity Central Index Key 0001702015                
Entity Tax Identification Number 36-4877329                
Entity Incorporation, State or Country Code DE                
Entity Current Reporting Status Yes                
Entity Interactive Data Current Yes                
Entity Filer Category Non-accelerated Filer                
Entity Small Business true                
Entity Emerging Growth Company true                
Elected Not To Use the Extended Transition Period false                
Entity Shell Company false                
Shares, Outstanding 20,000,000 1 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000
v3.24.0.1
Balance Sheets - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Current Assets    
　 $ 5,768 $ 2,977
  2,000 2,000
　 75 975
TOTAL CURRENT ASSETS 7,843 5,952
Current Liabilities    
　 102,590 75,576
TOTAL CURRENT LIABILITIES 102,590 75,576
 
　 2,000 2,000
  53,023 47,530
　 (163,986) (130,261)
  14,216 11,107
TOTAL SHAREHOLDERS' DEFICIT (94,747) (69,624)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 7,843 $ 5,952
v3.24.0.1
Balance Sheets (Parenthetical)
Dec. 31, 2023
$ / shares
shares
Statement of Financial Position [Abstract]  
preferred par value | $ / shares $ 0.0001
preferred authorized 20,000,000
preferred stock issued 0
common par value | $ / shares $ 0.0001
common authorized 500,000,000
common stock issued 20,000,000
v3.24.0.1
Consolidated Statements Of Operations and Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
Revenues $ 6,000 $ 5,600 $ 18,000 $ 47,111
OPERATING EXPENSE        
  10,102 10,629 46,232 46,929
Total Operating Expenses 10,102 10,629 46,232 46,929
Other Income (Expense)        
  (1,797) (1,261) (5,493) (3,887)
NET INCOME (LOSS) (5,899) (6,290) (33,725) (3,705)
  (4,887) (5,151) 3,109 4,513
TOTAL COMPREHENSIVE INCOME (LOSS) $ (10,786) $ (11,441) $ (30,616) $ 808
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED 20,000,000 20,000,000 20,000,000 20,000,000
v3.24.0.1
Consolidated Statement of Shareholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Comprehensive Income [Member]
Retained Earnings [Member]
Total
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 $ 2,000 $ 42,230 $ 5,954 $ (117,268) $ (67,084)
Balance - September 30, 2023 at Mar. 31, 2022 2,000 42,230 5,954 (117,268) (67,084)
Imputed interests 1,334 1,334
Net income 6,640 6,640
Foreign currency translation 6,271 6,271
Balance - September 30, 2023 at Mar. 31, 2022 2,000 42,230 5,954 (117,268) (67,084)
Net income         $ (3,705)
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 2,000 43,564 12,225 (110,628) $ (52,839)
Balance - September 30, 2023 at Jun. 30, 2022 2,000 43,564 12,225 (110,628) (52,839)
Imputed interests 1,196 1,196
Net income (4,055) (4,055)
Foreign currency translation 3,393 $ 3,393
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 2,000 44,760 15,618 (114,683) $ (52,305)
Balance - September 30, 2023 at Sep. 30, 2022 2,000 44,760 15,618 (114,683) (52,305)
Imputed interests 1,345 1,345
Net income (6,290) (6,290)
Foreign currency translation (5,151) $ (5,151)
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 2,000 46,105 10,467 (120,973) $ (62,401)
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 2,000 47,530 11,107 (130,261) $ (69,624)
Balance - September 30, 2023 at Mar. 31, 2023 2,000 47,530 11,107 (130,261) (69,624)
Imputed interests 1,670 1,670
Net income (19,341) (19,341)
Foreign currency translation 5,637 5,637
Balance - September 30, 2023 at Mar. 31, 2023 2,000 47,530 11,107 (130,261) (69,624)
Net income         $ (33,725)
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 2,000 49,200 16,744 (149,602) $ (81,658)
Balance - September 30, 2023 at Jun. 30, 2023 2,000 49,200 16,744 (149,602) (81,658)
Imputed interests 2,026 2,026
Net income (8,485) (8,485)
Foreign currency translation 2,359 $ 2,359
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 2,000 51,226 19,103 (158,087) $ (85,758)
Balance - September 30, 2023 at Sep. 30, 2023 2,000 51,226 19,103 (158,087) (85,758)
Imputed interests 1,797 1,797
Net income (5,899) (5,899)
Foreign currency translation (4,887) $ (4,887)
Common Stock Outstanding         20,000,000
Balance - December 31, 2023 $ 2,000 $ 53,023 $ 14,216 $ (163,986) $ (94,747)
v3.24.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
  $ (33,725) $ (3,705)
     
  5,493 3,890
     
  1,380
  900 (102)
  (40,468)
  (27,332) (39,005)
CASH FLOWS FROM FINANCING ACTIVITIES    
  30,147 1,220
  30,147 1,220
Net effect of exchange rate changes on cash (24) (4,679)
Net Change in Cash and Cash Equivalents 2,791 (42,464)
Cash and cash equivalents - beginning of period 2,977 45,307
Cash and cash equivalents - end of period 5,768 2,843
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Interest paid
Income taxes paid
v3.24.0.1
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

 

On April 1, 2018, the Company entered into an agreement with Trend Rich Global Limited to lease the Company’s Software System package. The Software System Package is source code that can be expanded upon to create custom websites for clients in the digital currency industry.

 

On August 16, 2018, AIS Japan entered into a Software Development Agreement with GL Co., Ltd., whereas GL Co., Ltd. will improve upon the Company’s existing Software Platform Package which is owned by AIS Japan. The fee to further develop the software is in amount of 5,000,000 JPY (approximately $45,000).

 

On March 6, 2020, the agreement between the Company and GL Co., Ltd. was deemed to have been completed. GL Co., Ltd. successfully improved the software system’s administration system, as well as user system, in ways which were deemed to be acceptable and complete by the Company, and the ongoing services of GL Co., Ltd. were deemed to no longer be required.

 

On August 1, 2022, the Company and Trend Rich Global Limited mutually agreed to alter the monthly fees charged to Trend Rich Global Limited by the Company. All material components of the initial agreement entered into on April 1, 2018 remained unaltered, but the monthly basic fee was reduced from $3,600 to $2,000.

 

Our principal executive offices are located at 2-41-7-336, Shinsakae Naka-ku Nagoya-shi, Aichi, 460-0007, Japan.

 

The Company has elected March 31st as its fiscal year end.

 
v3.24.0.1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidations

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. 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 December 31, 2023 and 2022 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 are 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:

 

  December 31, 2023 December 31, 2022
Current JPY: US$1 exchange rate 141.06 131.11
Average JPY: US$1 exchange rate 143.30 136.50

 

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 December 31, 2023 and March 31, 2023.

 

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 December 31, 2023 and 2022 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 December 31, 2023. 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

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

- F6 -

Table of Contents
v3.24.0.1
NOTE 3 - GOING CONCERN
 9 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 3 - GOING CONCERN

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.

 
v3.24.0.1
NOTE 4 - INCOME TAXES
 9 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
NOTE 4 - INCOME TAXES

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 23.4% 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 the year ended March 31, 2023, 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 $105,052 as of December 31, 2023 and will expire beginning in the year 2042. Annual use of the net operating loss may be limited by Internal Revenue Code Section 382 due to an ownership change.

 
v3.24.0.1
NOTE 5 - SHAREHOLDER EQUITY
 9 Months Ended
Dec. 31, 2023
Equity [Abstract]  
NOTE 5 - SHAREHOLDER EQUITY

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 December 31, 2023 and March 31, 2023.

 

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 December 31, 2023 and March 31, 2023.

 

The Company did not have any potentially dilutive instruments as of December 31, 2023 and March 31, 2023 and, thus, anti-dilution issues are not applicable.

 

Additional paid-in capital

 

During the nine months ended December 31, 2023 and 2022, the Company had imputed interest of $5,493 and $3,875.

 
v3.24.0.1
NOTE 6 - RELATED-PARTY TRANSACTIONS
 9 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
NOTE 6 - RELATED-PARTY TRANSACTIONS

NOTE 6 - RELATED-PARTY TRANSACTIONS

 

Additional paid-in capital

 

During the nine months ended December 31, 2023 and 2022, the Company had imputed interest of $5,493 and $3,875.

 

Due to related party

 

For the nine months ended December 31, 2023 and 2022, the Company borrowed $30,147 and $1,229 from Takehiro Abe, CEO of the Company. For the nine months ended December 31, 2023 and 2022, the Company repaid $0 and $0 to Takehiro Abe. The total due as of December 31, 2023 and March 31, 2023 were $102,590 and $75,576 and were unsecured, due on demand and non-interest bearing.

 

During the nine months ended December 31, 2023 and 2022, the Company had imputed interest of $5,493 and $3,875.

 

The Company utilizes home office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. 

 
v3.24.0.1
NOTE 7 - SUBSEQUENT EVENTS
 9 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
NOTE 7 - SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through February 1, 2024, the date on which the consolidated financial statements were available to be issued. 
v3.24.0.1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Principles of Consolidations

Principles of Consolidations

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

 
Basis of Presentation

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

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

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

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

 

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 December 31, 2023 and 2022 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

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 and Allowance

 

Accounts receivable are 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

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:

 

  December 31, 2023 December 31, 2022
Current JPY: US$1 exchange rate 141.06 131.11
Average JPY: US$1 exchange rate 143.30 136.50

 
Comprehensive income or loss

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

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 December 31, 2023 and March 31, 2023.

 
Basic Earnings (Loss) Per Share

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 December 31, 2023 and 2022 and, thus, anti-dilution issues are not applicable.

 
Fair Value of Financial Instruments

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 December 31, 2023. 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

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
v3.24.0.1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Translation of amounts from the local currency of the Company into US$1

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

 

  December 31, 2023 December 31, 2022
Current JPY: US$1 exchange rate 141.06 131.11
Average JPY: US$1 exchange rate 143.30 136.50
v3.24.0.1
NOTE 4 - INCOME TAXES (Details Narrative)
Dec. 31, 2023
USD ($)
Income Tax Disclosure [Abstract]  
cumulative net operating loss carry forward $ 105,052
v3.24.0.1
NOTE 5 - SHAREHOLDER EQUITY (Details Narrative) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Equity [Abstract]    
imputed interest $ 5,493 $ 3,875
v3.24.0.1
NOTE 6 - RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)
 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Related Party Transactions [Abstract]      
imputted interest $ 5,493 $ 3,875  
borrowed from abe 30,147 $ 1,229  
total due to abe $ 102,590   $ 75,576
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