false 2024 FY Yes --07-31 false 0001888846

 2024-09-05

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark One)

 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE
FISCAL YEAR ENDED July 31, 2024

 OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______ to _________

 COMMISSION FILE NUMBER: 000-56358

 Ultimate Holdings Group, Inc.

 (Exact name of registrant as specified in its charter)

 Nevada

 92-3764731

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer Identification No.)

 2-18-23, Nishiwaseda

 Shinjuku-Ku, Tokyo, Japan

 162-0051

 (Address of Principal Executive Offices)

 (Zip Code)

 Securities to be registered under Section 12(b) of
the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common
 Stock, $0.001

 The
 OTC Markets Group under the ticker "UHGI"

 None

 Securities to be registered under Section 12(g) of
the Exchange Act:

 Common stock, par value of $0.001 par value

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

 [ ] Yes [X] No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.

 [ ] Yes [X] No

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 [X] Yes [ ] No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act).

 [X] Yes [ ] No

 As of January 31, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the voting common stock held by non-affiliates of the registrant was $0 based on the fact that no active trading
market has been established.

 Indicate the number of shares outstanding of each
of the issuer's classes of stock, as of the latest practicable date:

 611,600,000
 shares of common stock, $0.001 par value, issued and outstanding as of September 5, 2024

 0 shares of preferred stock, $0.001 par value, issued
and outstanding as of September 5, 2024.

 Ultimate Holdings Group,
Inc.

 PAGE

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Selected Financial Data

 Item 7

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

 Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8

 Financial Statements and Supplementary Data

 F1-F8

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

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

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits, Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

 Certain statements and information included in this Annual Report on Form 10-K for the year ended July 31, 2024 (this "Report"),
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations
concerning future events and results. We generally use the words "may," "should," "believe," "expect,"
"intend," "plan," "anticipate," "likely," "estimate," "potential,"
"continue," "will," and similar expressions to identify forward-looking statements. Such forward-looking statements,
including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which
may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance,
or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities
laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating
the information presented in this Report.

 CERTAIN TERMS USED IN THIS REPORT

 "We," "us," "our," "the Registrant,"
the "Company," and "Ultimate Holdings Group" are synonymous with Ultimate Holdings Group, Inc., unless otherwise indicated.

 Item 1. Business.

 (a) Business Development

 Ultimate Holdings
Group, Inc. (we, us, our, or the "Company") was incorporated by Thomas DeNunzio on July 30, 2021, in the State of Nevada.

 On October 19, 2022, Mr. Thomas DeNunzio
resigned as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 On October 19, 2022, Mr. Paul Moody was appointed
as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. The Company does
not have, and has not had, any written employment or formal compensation agreements with any of its officers or directors.

 On November 15, 2022, the Company
("Successor") transmuted its business plan from that of a shell company to a business combination related shell company
with conducting a reorganization with Luboa Group, Inc. ("LBAO" or "Predecessor"), a Nevada corporation. The
reason for the change in the nature of our business plan was due to the fact that our now former sole director, Paul Moody, believed
it to be in the best interest of the Company to complete a holding company reorganization ("Reorganization") with LBAO
pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The "Articles of Merger" pursuant to the Reorganization
was filed and effective on November 15, 2022 with the Nevada Secretary of State.

 The constituent corporations in the Reorganization
were LBAO, the Company and Ultimate Holdings Merger Sub, Inc. ("Merger Sub"). Our now former director, at the time, was the
sole director/officer of each constituent corporation in the Reorganization.

 Pursuant to the Reorganization, the Company
issued 1,000 shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company immediately
prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of LBAO and Merger Sub
was a wholly owned direct subsidiary of the Company. The legal effective date of the Reorganization was November 15, 2022 (the "Effective
Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger"), and Predecessor was the
surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted
into one validly issued, fully paid and non-assessable share of Successor common stock.

 Each share of Predecessor's common stock
issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share
of Successor common stock. The control shareholder of Successor was CRS Consulting, LLC, a Wyoming limited liability company controlled
by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody. At the time, CRS Consulting, LLC was the beneficial holder of a total of 500,000,000
shares of Common Stock of the Company representing approximately 81.75% voting control of the Company. Paul Moody was the same officer/director
of the Predecessor and Merger Sub. Upon completion of the reorganization and currently, there are approximately 611,600,000 shares of
Common Stock issued and outstanding of the issuer.

 The Board of Directors of Predecessor, Successor,
and Merger Sub approved the Reorganization, shareholder approval not being required pursuant to NRS 92A.180.

 The Reorganization constituted a tax-free organization
pursuant to Section 368(a)(1) of the Internal Revenue Code.

 Effects of Merger

 The Merger shall have the effects
set forth in the Agreement and Plan of Merger (attached as Exhibit 99 in the Form 8-K we filed with the Securities and Exchange Commission
on November 21, 2022) pursuant to the applicable provisions set forth in NRS 92A.250. Without limiting the generality of the foregoing,
and subject thereto, at the Effective Time, (i) right and title to all assets (including real estate and other property, if any) owned
by, and every contract right possessed by, the Predecessor and Merger Sub shall vest in Predecessor, and (ii) all liabilities and obligations
of the Predecessor and Merger Sub shall become the liabilities and obligations of Predecessor. The vesting of such rights, title, liabilities,
and obligations in the Predecessor shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights,
title, liabilities and obligations.

 The conversion of securities of
Predecessor into the identical and equivalent securities of Successor will not constitute a sale, resale or different security. Securities
issued by Successor pursuant to the merger shall be deemed to have been acquired at the same time as the securities of the Predecessor
exchanged in the merger. Successor securities issued solely in exchange for the securities of Predecessor as part of a reorganization
of the Predecessor into a holding company structure. Stockholders received securities of the same class evidencing the same proportional
interest in the holding company as they held in the Predecessor, and the rights and interests of the stockholders of such securities are
substantially the same as those they possessed as stockholders of the Predecessor's securities. Immediately following the merger,
Successor has no significant assets other than securities of the Predecessor and its existing subsidiary and has the same assets and liabilities
on a consolidated basis as the Predecessor had before the merger. Stockholders of Predecessor became and now are the stockholders of Successor.
On November 15, 2022, after the completion of the Reorganization, the Company cancelled all of its stock held in Predecessor resulting
in the Company as a stand-alone and separate entity with no subsidiary. The assets and liabilities of Predecessor, if any remain with
Predecessor.

 On or about March 1, 2023, the Company was
issued a CUSIP number of 90401U109 by CUSIP Global Services. The announcement of our corporate action and release of our ticker symbol
"UHGI" was posted on the FINRA Daily List on March 1, 2023. The Market Effective date is March 2, 2023. As a result of the
Reorganization and FINRA'S subsequent completion of their review, The Company began a quoted market in its common stock on March
2, 2023 under the ticker symbol "UHGI".

 On April 21, 2023, the Company entered into
a Share Purchase Agreement (the "Agreement") with CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS")
and SKYPR LLC, a Delaware Limited Liability Company ("SKYPR"), pursuant to which, on April 21, 2023, ("Closing Date"),
CRS sold 493,884,000 shares of common stock, representing approximately 80.75% voting control of the Company, for consideration of $330,000.
The consummation of the transactions resulted in a change in control of the Company, with SKYPR becoming the Company's largest controlling
stockholder. The sole member of SKYPR is Ryohei Uetaki. CRS Consulting, LLC is collectively controlled by its members Jeffrey DeNunzio,
Thomas DeNunzio, and Paul Moody.

 On the Closing Date, Mr. Paul Moody resigned
as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. In addition, Mr. Moody resigned
as Director on the Closing Date.

 On the Closing Date, Mr. Ryohei Uetaki was
appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. He remains
our sole officer and director.

 The Company intends to serve as a vehicle to
affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of
the date of this report, the Company has not yet commenced any such operations.

 The Company
has elected July 31st as its year end.

 The Company has been engaged in organizational efforts
and obtaining initial financing. The Company seeks to serve as a vehicle to pursue a business combination and has made no efforts thus
far to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent
concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with an existing company.

 The Company is an "emerging growth company"
("EGC"), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the
Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders
a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC's) reporting and disclosure rules
(See Emerging Growth Companies Section Below).

 (b) Business Summary

 The Company, based on proposed business
activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the SEC) defines those
companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51)-1 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and that has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or
person." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a shell company, because it has no or
nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake
any efforts to cause a market to develop in our securities, either debt or equity.

 The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as it is subject to those requirements.

 The Company current business plan is to serve as a vehicle to investigate and,
if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held
corporation. The Company's principal business objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not
restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire
any type of business. The Company may merge with or acquire another company in which the promoters, management, or promoters'
or managements' affiliates or associates, directly or indirectly, have an ownership interest.

 A business combination would help us grow and cease
to be a shell company.

 The analysis of new business opportunities
will be undertaken by, or under the supervision of, Ryohei Uetaki, the sole officer and director of the Registrant. As of this date, the
Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential
business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant
will consider the following kinds of factors:

 (a)

 Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 (b)

 Strength and diversity of management, either in place or scheduled for recruitment;

 (c)

 Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

 (d)

 The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;

 (e)

 The extent to which the business opportunity can be advanced;

 (f)

 The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and,

 (g)

 Other relevant factors.

 In applying the foregoing criteria, no one of which
will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative
measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages
of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

 - 1 -

 Additionally, The Company will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and acquisitions of companies which may be a merger or acquisition candidate
for The Company Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than The Company and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, The Company will also compete with numerous other small public companies in seeking merger
or acquisition candidates.

 We currently have 611,600,000 shares
of common stock issued and outstanding.

 In the future we may issue shares of
our common stock. Shares of our common stock which are not registered with the Securities and Exchange Commission, but are held by shareholders,
cannot be sold under the exemptions from registration provided by Rule 144 under or Section 4(1) of the Securities Act ("Rule 144")
so long as the Company is designated a "shell company" and for 12 months after it ceases to be a "shell company,"
provided the Company otherwise is in compliance with the applicable rules and regulations. Compliance with the criteria for securing exemptions
under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions
affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently
disposed of without registration under the Securities Act or state securities laws.

 If the Company engages in a registration statement
offering our securities for sale as a blank check company or with a company that would still be considered a shell company or blank check
company, our securities will require registration subject to Rule 419. The Securities and Exchange Commission has adopted a rule (Rule
419) which defines a blank check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1,
and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies. Should we file a registration statement offering of our securities for sale before we complete
a business combination with an operating company, the Company would be considered a blank check company within the meaning of Rule 419
and any sales of the stock issued in the offering would require a registration under the Securities Act of 1933, as amended, furthermore,
the registered securities and the proceeds from an offering subject to Rule 419 require the following:

 a)

 Deposit and investment of proceeds

 All offering proceeds, after deduction of cash paid
for underwriting commissions, underwriting expenses and dealer allowances, and amounts permitted to be released to the registrant shall
be deposited promptly into the escrow or trust account; provided, however, that no deduction may be made for underwriting commissions,
underwriting expenses or dealer allowances payable to an affiliate of the registrant.

 b)

 Deposit of securities

 All securities issued in connection with the offering,
whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with
respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account promptly upon
issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such
securities.

 c)

 Release of deposited and funds securities

 Post-effective amendment for acquisition agreement.
Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business)
of the registrant and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the
maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of any securities offered, but
excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, the registrant
shall file a post-effective amendment disclosing the entire transaction.

 If we publicly offer any securities as a condition
to the closing of any acquisition or business combination while we are a blank check or shell company, we will have to fully comply with
SEC Rule 419 and deposit all funds in escrow pending advice about the proposed transaction to our stockholders fully disclosing all information
required by Regulation 14 of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were
offered; if no response is received from these stockholders within 45 days thereafter or if any stockholder elects not to invest following
our advice about the proposed transaction, all funds that must be held in escrow by us under Rule 419, as applicable, will be promptly
returned to any such stockholder. All securities issued in any such offering will likewise be deposited in escrow, pending satisfaction
of the foregoing conditions. In addition, if we enter into a transaction with a company that would still be considered a shell company
or blank check company, the exemption from registration available from Rule 144, for the resales of our securities by our shareholders,
would not be available to us.

 In addition, the ability to register or qualify
for sale any shares of stock for both initial sale and secondary trading would be limited because a number of states have enacted regulations
pursuant to their securities or "blue-sky" laws restricting or, in some instances, prohibiting, the sale of securities of "blank
check" issuers, such as the Company, within that state. In addition, many states, while not specifically prohibiting or restricting
"blank check" companies, may not register the shares for sale in their states. Because of such regulations and other restrictions,
the Company's selling efforts, if any, and any secondary market which may develop, may only be conducted in those jurisdictions where
an applicable exemption is available or a blue sky application has been filed and accepted or where the shares have been registered thus
limiting the issuers ability to complete this offering.

 - 2 -

 Form of Acquisition

 The manner in which the Registrant participates
in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters
of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

 It is likely that the Registrant will acquire its
participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms
of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or
not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving
entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 10% or less of the total issued and outstanding shares of the
surviving entity.

 Our management anticipates that we will likely be
able to affect only one business combination, due primarily to our limited financing.

 (a)

 Potential for growth, indicated by new technology, anticipated market expansion or new products;

 We anticipate difficulty in obtaining financing from
other sources since we have no income and limited cash reserves. We are presently reliant on capital contributions towards expenses from
our sole officer and director, Ryohei Uetaki. Our sole officer and director has not guaranteed that he will continue to support our capital
needs. Therefore, we may not have the ability to continue as a going concern.

 The present stockholders of the Registrant will likely
not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction,
all, or a majority of, the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.

 The Company anticipates that prior to consummating
any acquisition or merger, the Company, if required by relevant state laws and regulations, will seek to have the transaction approved
by stockholders in the appropriate manner. Certain types of transactions may be entered into solely by Board of Directors approval without
stockholder approval.

 Under Nevada law, certain actions that would routinely
be taken at a meeting of stockholders, may be taken by written consent of stockholders having not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting of stockholders. Thus, if stockholders holding a majority of the
outstanding shares decide by written consent to consummate an acquisition or a merger, minority stockholders would not be given the opportunity
to vote on the issue. If stockholder approval is required, the Board will have discretion to consummate the transaction by written consent
if it is determined to be in the Company's best interest to do so. Regardless of whether an acquisition or merger is approved by
Board action alone, by written consent or by holding a stockholders' meeting, the Company will provide to its stockholders' complete
disclosure documentation concerning the potential target including requisite financial statements. This information will be disseminated
by proxy statement in the event a stockholders' meeting is held, or by an information statement if the action is taken by written consent.

 It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial cost for accountants, attorneys and others. We estimate such cost
to be approximately $30,000. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred
in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

 We presently have no employees apart from our management,
which consists of one person, our sole officer and director, Mr. Ryohei Uetaki. Our sole officer and director is engaged in outside business
activities and anticipates that he will devote to our business approximately ten (10) hours per week until the acquisition of a successful
business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if
any, incident to a business combination.

 Furthermore, the analysis of new business opportunities will be undertaken by, or under the supervision of, Ryohei Uetaki, the sole officer
and director of the Company, who is not a professional business analyst and, in all likelihood, will not be experienced in matters relating
to the target business opportunity. The inexperience of Mr. Uetaki and the fact that the analysis and evaluation of a potential business
combination is to be taken under his supervision may adversely impact the Company's ability to identify and consummate a successful
business combination. There is no guarantee that Mr. Uetaki will be able to identify a business combination target that is suitable for
the Company. Ryohei Uetaki, the sole officer and director of the company, may hire third parties to conduct an analysis for a target company
or any other business opportunities.

 (c) Reports to security holders.

 (1)

 The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.

 (2)

 The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

 (3)

 The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at

 Emerging Growth Company

 We are an emerging growth company under the JOBS Act.
We shall continue to be deemed an emerging growth company until the earliest of:

 (a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,235,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 (b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

 (c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 (d) the date on which such issuer is deemed to be a large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

 As an emerging growth company, we are exempt from
Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope
and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness
of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest
to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

 As an emerging growth company, we are also exempt
from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and
golden parachutes.

 We have elected to use the extended transition period
for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of
new or revised accounting standards that have different effective dates for public and private companies until those standards apply to
private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company
effective dates.

 - 3 -

 Item 1A. Risk Factors.

 The Company qualifies as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, is not required to provide the
information required by this Item.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity

 Cybersecurity incidents have the potential to disrupt
our business operations, lead to the loss of critical and confidential information, and damage our reputation and financial performance.

 Given the company's small size, limited staff, and
minimal resources, we have not yet developed or implemented specific cybersecurity risk management programs to safeguard the confidentiality,
integrity, and availability of our essential systems and data.

 Currently, the security of our information is managed
by Mr. Ryohei Uetaki, our sole officer and director. While Uetaki believes he can maintain adequate internal security measures at this
stage, there is no guarantee that this will prevent potential breaches, disruptions to our operations, or other related issues.

 Item 2. Properties.

 We neither rent nor own any properties. We currently have no policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real estate activities. We currently utilize related party office
space and equipment at no cost.

 Item 3. Legal Proceedings.

 From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of
our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on
our business, prospects, financial condition, or results of operations. To the best of our knowledge, no adverse legal activity is anticipated
or threatened.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our Common Stock
is quoted and traded on the over-the-counter market (the "OTC Markets") in the Pink Open Market (the "Pink Market")
under the symbol "UHGI". There is currently no trading market in the Company's shares of Common Stock.

 Set forth below are the range
of high and low bid closing bid prices for the periods indicated as reported by the OTC Markets Group Inc. The market quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

 The Company was incorporated
on July 30, 2021 in the State of Nevada. The Company began a quoted market in its common stock on March 2, 2023 when FINRA issued and
released the ticker symbol UHGI into the marketplace for The Company

 Year Ended

 High Bid

 Low Bid

 July 31, 2024

 $0.02

 $0.02

 July 31, 2023

 $0.02

 $0.02

 Holders

 As of the date of this Annual Report, we have 611,600,000
shares of common stock issued and outstanding.

 As of the date of this Annual Report, we have approximately
98 shareholders of record of our Common Stock. This is inclusive of Cede and Co., which is deemed to be one shareholder of record. For
further clarification, Cede & Co. is currently defined by the "NASDAQ", as "a Nominee name for The Depository Trust
Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer
of stock."

 Voting

 Each share of common stock has voting rights of one vote
per share.

 Dividends and Share Repurchases

 We have not paid any dividends to our stockholders.
There are no restrictions, which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

 Issuer Purchases of Equity Securities

 None.

 Equity Compensation Plan Information

 We do not have any equity compensation plans, either
approved or not approved, by our security holders.

 Recent Sales of Unregistered Securities; Uses of Proceeds
from Registered Securities

 None.

 Purchases of Equity Securities by the Issuer and
Affiliated Purchasers

 None.

 - 4 -

 Item 6. Selected Financial Data.

 As a "smaller reporting company", we are
not required to provide the information required by this Item.

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

 We are currently investigating and, if such investigation
warrants, looking to acquire or merge with a target company or business seeking the perceived advantages of being a publicly held corporation.
We are an emerging growth company (EGC) that is exempt from certain financial disclosure and governance requirements for up to five years
as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases
the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC's)
reporting and disclosure rules (See Emerging Growth Companies section above). Our principal business objective for the next 12 months
and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.

 The risks we may face if the target business we may
intend to merge with is financially unstable include but are not limited to difficulty in achieving future financing, continuing operations,
bankruptcy, litigation, and increasing business operations on a limited or no budget.

 We, the registrant, will not pay a cash finder's
fee for the consummation of any business acquisition the Company makes pursuant to its current business plan. Additionally, at this time
we do not plan to issue securities as a finder's fee.

 We do not currently engage in any business activities
that provide substantial cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such
time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our management
or other potential investors.

 At this time, we are entirely reliant upon cash contributions
made by our sole officer and director to pay for any and all expenses.

 During the next 12 months we anticipate incurring
costs related to:

 (i) filing of Exchange Act reports (legal, accounting
and auditing fees) in the amount of approximately $200,000; and

 (ii) costs relating to consummating an acquisition
in the amount of approximately $100,000 to pay for legal fees and audit fees.

 We believe we will be able to meet the costs of filing
Exchange Act reports during the next 12 months through use of funds to be loaned to or invested in us by Mr. Ryohei Uetaki, our sole officer
and director. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to
us. If we enter into a business combination with a target entity, we will require the target company to pay the acquisition related fees
and expenses as a condition precedent to such an agreement. To date, we have had no discussions with our sole officer and director, Mr.
Ryohei Uetaki, regarding funding and no funding commitment for future expenses has been obtained. If in the future we need funds to pay
expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. Obviously, if Mr. Uetaki,
does not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able
to attract a private company with which to combine.

 We have negative working capital, a stockholder deficit,
and have no source of revenues. These conditions raise substantial doubt about our ability to continue as a going concern. Going forward,
we will be devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability
to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

 The Company may consider a business which has recently
commenced operations, is in need of additional funds for expansion into new products or markets, is seeking to develop a new product or
service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.
Our management believes that the public company status that results from a combination with the Company will provide such company greater
access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to
make acquisitions. However, there is no assurance that the Company will have greater access to capital due to its public company status,
and therefore a business combination with an operating company in need of additional capital may expose the Company to additional risks
and challenges. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things,
the time delays, significant expense, and loss of voting control which may occur in a public offering.

 - 5 -

 We have, and will continue to have, no capital with
which to provide the owners of business entities with any cash or other assets. However, we offer owners of target businesses the opportunity
to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means.
Nevertheless, upon affecting an acquisition or merger with us, there will be costs and time required by the target business to provide
comprehensive business and financial disclosure, such as the terms of the transaction and a description of the business and management
of the target business, among other things, and will include audited consolidated financial statements of the Company giving effect to
the business combination, as part of a filing on Form 8-K.

 Our sole officer and director has not had any preliminary
contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that
is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations
of financially unstable and early stage or potential emerging growth companies. In addition, we may affect a business combination with
an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent
in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 Our management anticipates that we will likely be
able to affect only one business combination, due primarily to our limited financing. This lack of diversification should be considered
a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 Current economic and financial conditions are volatile
and affect the selection of a business combination and increase the complex ability of the Company's goals. Business and consumer
concerns over the economy, geopolitical issues, the availability and cost of credit, the U.S. financial markets and the national debt
have contributed to this volatility. These factors, combined with declining and failing businesses, reduced consumer confidence and increased
unemployment, have caused a global slowdown. We cannot accurately predict how long these current economic conditions will persist; whether
the economy will deteriorate further and how we will be affected.

 Because of general economic conditions, rapid technological
advances being made in some industries, and shortages of available capital, our management believes that there are the perceived benefits
of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and
investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater
flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex.

 We intend to search for a target business combination
by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds,
financial advisors and similar persons, accounting firms and attorneys notwithstanding us contacting any business directly. The approximate
number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources
that we contact. However, there is no assurance that we will locate a target company for a business combination.

 Results of Operations

 We generated no revenue for the years ended July 31, 2024, and 2023. Our operating expenses for the years ended July 31, 2024, and 2023
were $245,274 and $11,587, respectively. Operating expenses were solely professional fees in nature. Our net loss for the years
ended July 31, 2024 and 2023 was $245,274 and $11,587, respectively.

 Liquidity and Capital Resources.

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, as mentioned
in the paragraphs above, as of July 31, 2024, we generated no revenue. Our working capital deficit was $249,573 and our accumulated
deficit was $266,456. These factors raise substantial doubt about our ability to continue as a going concern. Our independent auditor's
report accompanying our July 31, 2024 and 2023 audited financial statements contains an explanatory paragraph expressing substantial doubt
about our ability to continue as a going concern. Management plans to fund operating expenses with borrowings from the related party.
There is no assurance that the management's plan will be successful.

 During the years ended July 31, 2024 and 2023,
the Company's cash provided by (used in) operating activities was immaterial as the operating expenses were mostly paid by the
related parties of the Company. The Company had cash provided by financing activities of $300 during the year ended July 31, 2024
due to proceeds from a related party loan. There were no cash flows from financing activities during the year
ended July 31, 2023. The Company did not have any cash flows from investing activities for both years.

 We have no known demands or commitments and are not
aware of any events or uncertainties as of July 31, 2024 that will result in or that are reasonably likely to materially increase or decrease
our current liquidity.

 We had no material commitments for capital expenditures
as of July 31, 2024.

 Off Balance Sheet Arrangements.

 We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our 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 and Estimates

 We prepare our financial statements in conformity
with U.S. 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 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 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 U.S. GAAP, actual results could differ from
our estimates and such differences could be material. See Note 2 of the Notes to Financial Statements included in Item 8 of this
Annual Report on Form 10-K for a summary of significant accounting policies and the effect on our financial statements.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.

 We qualify as a smaller reporting company, as defined
by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.

 - 6 -

 Item 8. Financial Statements and Supplementary
Data.

 Ultimate Holdings Group,
Inc.

 FINANCIAL STATEMENTS

 INDEX TO FINANCIAL
STATEMENTS

 Pages

 Report of Independent Registered Public Accounting Firm (PCAOB ID 206)

 F2

 Sheets as of July 31, 2024 and 2023

 F3

 Statements of Operations and Comprehensive Loss for the Years ended July 31, 2024 and 2023

 F4

 Statements
 of Changes in Shareholders' Deficit for the Years ended July 31, 2024 and 2023

 F5

 Statements of Cash Flows for the Years ended July 31, 2024 and 2023

 F6

 Notes to Financial Statements

 F7-F8

 - F1 -

 Report
of Independent Registered Public Accounting Firm

 To the Shareholders and Board of Directors of

 Ultimate Holdings Group, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance
sheets of Ultimate Holdings Group, Inc. (the "Company") as of July 31, 2024 and 2023, and the related statements of operations
and comprehensive loss, changes in shareholders' deficit, and cash flows for the years then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern Matter

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor
since 2024.

 Shenzhen,
China

 September 5, 2024

 - F2 -

Holdings Group, Inc.

Sheets

 As
 of

 As
 of

 July
 31, 2024

 July
 31, 2023

 ASSETS

 Current
 Assets

 Cash
 and cash equivalents

 $

 $

 -

 Prepaid
 expenses

 8,801

 16,306

 Total
 Current Assets

 9,101

 16,306

 TOTAL
 ASSETS

 $

 9,101

 $

 16,306

 LIABILITIES
 AND SHAREHOLDERS' DEFICIT

 Current
 Liabilities

 Accrued
 expenses

 $

 41,200

 $

 -

 Due
 to related party

 217,474

 20,006

 Total
 Current Liabilities

 258,674

 20,006

 TOTAL
 LIABILITIES

 258,674

 20,006

 Shareholders'
 Deficit

 Preferred
 stock ($ 0.001 par
 value, 20,000,000 shares
 authorized; 0 issued
 and outstanding as of July 31, 2024 and 2023)

 -

 -

 Common
 stock ($ 0.001 par
 value, 1,000,000,000 shares
 authorized; 611,600,000 issued
 and outstanding as of July 31, 2024 and 2023)

 611,600

 611,600

 Additional
 paid-in capital

 ( 594,240)

 ( 594,240)

 Accumulated
 deficit

 ( 266,456)

 ( 21,182)

 Accumulated
 other comprehensive income (loss)

 ( 477)

 Total
 Shareholders' Deficit

 ( 249,573)

 ( 3,700)

 TOTAL
 LIABILITIES AND SHAREHOLDERS' DEFICIT

 $

 9,101

 $

 16,306

 The accompanying notes are an integral part of these
audited financial statements.

 - F3 -

Holding s Group, Inc.

 Statements
of Operations and Comprehensive LOSS

 Year
 Ended

 Year
 Ended

 July
 31, 2024

 July
 31, 2023

 OPERATING
 EXPENSE

 General
 and administrative expenses

 $

 245,274

 $

 11,587

 Total
 Operating Expenses

 245,274

 11,587

 Loss
 Before Income Taxes

 Provision
 for Income Taxes

 Income
 tax expense

 -

 -

 NET
 LOSS

 $

 $

 OTHER
 COMPREHENSIVE INCOME (LOSS)

 Foreign
 currency translation adjustment

 ( 599)

 TOTAL
 COMPREHENSIVE LOSS

 $

 ( 245,873)

 $

 ( 11,465)

 BASIC
 AND DILUTED NET LOSS PER COMMON SHARE

 $

 ( 0.00)

 $

 ( 0.00)

 WEIGHTED
 AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED

 611,600,000

 465,024,658

 The
accompanying notes are an integral part of these audited financial statements.

 - F4
-

Holdings Group, Inc.

 StatementS
of Shareh olders' Deficit

 FOR
THE YEARS ENDED JULY 31, 2024 AND 2023

 ACCUMULATED

 ADDITIONAL

 OTHER

 COMMON
 STOCK

 PAID-IN

 COMPREHENSIVE

 ACCUMULATED

 NUMBER

 AMOUNT

 CAPITAL

 INCOME
 (LOSS)

 DEFICIT

 TOTAL

 - July 31, 2022

 111,600,000

 $

 111,600

 $

 ( 102,005)

 $

 -

 $

 ( 9,595)

 $

 -

 Capital
 contribution from shareholders

 -

 -

 7,765

 -

 -

 7,765

 Common
 shares issued in reorganization

 500,000,000

 500,000

 ( 500,000)

 -

 -

 -

 Net
 loss

 -

 -

 -

 -

 Foreign
 currency translation

 -

 -

 -

 -

 - July 31, 2023

 611,600,000

 $

 611,600

 $

 ( 594,240)

 $

 $

 ( 21,182)

 $

 ( 3,700)

 Net
 loss

 -

 -

 -

 -

 Foreign
 currency translation

 -

 -

 -

 ( 599)

 -

 ( 599)

 - July 31, 2024

 611,600,000

 $

 611,600

 $

 ( 594,240)

 $

 ( 477)

 $

 ( 266,456)

 $

 ( 249,573)

 The
 accompanying notes are an integral part of these audited financial statements.

 - F5 -

Holdings Group, Inc.

 Statements
of Cash Flows

 Year Ended

 Year Ended

 July 31, 2024

 July 31, 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $

 $

 Changes in operating assets and liabilities:

 Prepaid expenses

 7,505

 ( 16,306)

 Accrued expenses

 41,200

 -

 Due to related party

 197,168

 27,771

 Net cash provided by (used in) operating activities

 ( 122)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds
 from related party loan

 -

 Net cash provided by financing activities

 -

 Effect of foreign exchange on cash

 ( 599)

 Net Change in Cash and Cash Equivalents

 -

 Cash and cash equivalents - beginning of year

 -

 -

 Cash and cash equivalents - end of year

 $

 $

 -

 NON-CASH TRANSACTIONS

 Expenses paid by related parties as capital contributions

 $

 -

 $

 7,765

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 Interest paid

 $

 -

 $

 -

 Income taxes paid

 $

 -

 $

 -

 The accompanying
notes are an integral part of these financial statements.

 - F6 -

 Ultimate Holdings Group, Inc.

 Notes to the Audited Financial Statements

 Note 1 - Organization and Description of Business

Holdings, Inc. (we, us, our, or the "Company") was incorporated by Thomas DeNunzio on July 30, 2021 in the State of Nevada.

 On October 19, 2022, Mr. Thomas DeNunzio resigned
as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. There was no arrangement
or understanding among the newly appointed officer and director or any other person pursuant to which they were appointed as a director
and officer of the Company.

 On October 19, 2022, Mr. Paul Moody was appointed
as the Company's Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. At this time,
the Company did not have any written employment agreements or other formal compensation agreements with our new officer and director.

 On November 15, 2022, the Company ("Successor")
transmuted its business plan from that of a shell company to a business combination related shell company with conducting a reorganization with Luboa Group, Inc. ("LBAO" or "Predecessor"), a Nevada corporation.
The reason for the change in the nature of our business plan was due to the fact that our sole director believed it to be in the best
interest of the Company to complete a holding company reorganization ("Reorganization") with LBAO pursuant to NRS 92A.180,
NRS A.200, NRS 92A.230 and NRS 92A.250. The "Articles of Merger" pursuant to the Reorganization was filed and effective on
November 15, 2022 with the Nevada Secretary of State.

 The constituent corporations in the Reorganization
were LBAO, the Company and Ultimate Holdings Merger Sub, Inc. ("Merger Sub"). Our director, at the time, was the sole director/officer
of each constituent corporation in the Reorganization.

 Pursuant to the Reorganization, the Company
issued 1,000 shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company immediately
prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of LBAO and Merger Sub
was a wholly owned direct subsidiary of the Company. The legal effective date of the Reorganization was November 15, 2022 (the "Effective
Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger"), and Predecessor was the
surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted
into one validly issued, fully paid and non-assessable share of Successor common stock.

 In connection with the Reorganization, LBAO
issued 500,000,000 shares of common stock to CRS Consulting, LLC ("CRS"), a Wyoming limited liability company controlled by
Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, and made CRS the controlling shareholder of the Predecessor before the Reorganization.
After the Reorganization, CRS was the beneficial holder of a total of 500,000,000 shares of common stock of the Company representing approximately
81.75% voting control of the Company. Paul Moody was the same officer/director of the Predecessor, Successor and Merger Sub. Upon completion
of the Reorganization, there were 611,600,000 shares of common stock issued and outstanding of the Company.

 The Board of Directors of Predecessor, Successor,
and Merger Sub approved the Reorganization, shareholder approval not being required pursuant to NRS 92A.180.

 The Reorganization constituted a tax-free organization
pursuant to Section 368(a)(1) of the Internal Revenue Code.

 Effects of Merger

 The Merger shall have the effects
set forth in the Agreement and Plan of Merger (attached as Exhibit 99 in the Form 8-K we filed with the Securities and Exchange Commission
on November 21, 2022) pursuant to the applicable provisions set forth in NRS 92A.250. Without limiting the generality of the foregoing,
and subject thereto, at the Effective Time, (i) right and title to all assets (including real estate and other property, if any) owned
by, and every contract right possessed by, the Predecessor and Merger Sub shall vest in Predecessor, and (ii) all liabilities and obligations
of the Predecessor and Merger Sub shall become the liabilities and obligations of Predecessor. The vesting of such rights, title, liabilities,
and obligations in the Predecessor shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights,
title, liabilities and obligations.

 The conversion of securities of
Predecessor into the identical and equivalent securities of Successor will not constitute a sale, resale or different security. Securities
issued by Successor pursuant to the merger shall be deemed to have been acquired at the same time as the securities of the Predecessor
exchanged in the merger. Successor securities issued solely in exchange for the securities of Predecessor as part of a reorganization
of the Predecessor into a holding company structure. Stockholders received securities of the same class evidencing the same proportional
interest in the holding company as they held in the Predecessor, and the rights and interests of the stockholders of such securities are
substantially the same as those they possessed as stockholders of the Predecessor's securities. Immediately following the merger,
Successor has no significant assets other than securities of the Predecessor and its existing subsidiary and has the same assets and liabilities
on a consolidated basis as the Predecessor had before the merger. Stockholders of Predecessor became and now are the stockholders of Successor.
On November 15, 2022, after the completion of the Reorganization, the Company cancelled all of its stock held in Predecessor resulting
in the Company as a stand-alone and separate entity with no subsidiary. The assets and liabilities of Predecessor, if any remain with
Predecessor.

 On or about March 1, 2023, the Company was
issued a CUSIP number of 90401U109 by CUSIP Global Services. The announcement of our corporate action and release of our ticker symbol
"UHGI" was posted on the FINRA Daily List on March 1, 2023. The Market Effective date is March 2, 2023. As a result of the
Reorganization and FINRA'S subsequent completion of their review, Ultimate Holdings Group, Inc. began a quoted market in its common
stock on March 2, 2023 under the ticker symbol "UHGI".

 On April 21, 2023, the Company entered into
a Share Purchase Agreement (the "Agreement") with CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS")
and SKYPR LLC, a Delaware Limited Liability Company ("SKYPR"), pursuant to which, on April 21, 2023, ("Closing Date"),
CRS sold 493,884,000 shares of common stock, representing approximately 80.75% voting control of the Company, for consideration of $330,000.
The consummation of the transactions resulted in a change in control of the Company, with SKYPR becoming the Company's largest controlling
stockholder. The sole member of SKYPR is Ryohei Uetaki. CRS Consulting, LLC is collectively controlled by its members Jeffrey DeNunzio,
Thomas DeNunzio, and Paul Moody.

 On the Closing Date, Mr. Paul Moody resigned
as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. In addition, Mr. Moody resigned
as Director on the Closing Date and his resignation is effective upon the 10th day after the mailing of the Company's information
statement on Schedule 14f-1 to the Company's stockholders.

 On the Closing Date, Mr. Ryohei Uetaki was
appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

 The Company intends to serve as a vehicle to
affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of
the date of this report, the Company has not yet commenced any such operations.

 The
Company has elected July 31st as its year end.

 Note 2 - Summary of Significant Accounting Policies

 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 ("U.S. GAAP") and have been
consistently applied in the preparation of the financial statements.

 Use of Estimates

 The preparation of financial statements in conformity with U.S. GAAP 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. These estimates are based on information available as of
the date of the financial statements. Significant estimates required to be made by management include, but are not limited to, valuation
allowance of deferred tax assets. Actual results could differ from the estimates.

 Reclassification

 Certain prior year amounts have been
reclassified in the statements of changes in shareholders' equity. These reclassifications had no impact on the reported
balance sheets and results of operations.

 Cash and Cash Equivalents

 Cash and cash equivalents include deposits in banks that are unrestricted as to withdrawal or use. Cash and cash equivalents as of July
31, 2024 and 2023 were $ 300 and $0, respectively.

 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 as of July 31, 2024 and 2023.

 Earnings (Loss) Per Share

 The Company computes basic and diluted earnings (loss)
per share in accordance with ASC 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 July 31, 2024 and 2023, thus, anti-dilution issues are not applicable.

 - F7 -

 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.

 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 cash and cash equivalents, prepaid expenses and accrued expenses.

 Related Parties

 The
Company follows ASC 850, "Related Party Disclosures", for the identification of related parties and disclosure of related
party transactions.

 Parties,
which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company
or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related
if they are subject to common control or common significant influence.

 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.

 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$") and the accompanying financial statements have been expressed in US$. 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 (loss) 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:

 July 31, 2024

 July 31, 2023

 Current JPY: US$1 exchange rate

 149.98

 142.28

 Average JPY: US$1 exchange rate

 150.56

 137.74

 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 (loss), as presented in the accompanying statements of shareholders' equity (deficit)
consists of changes in unrealized gains and losses on foreign currency translation.

 Recently Issued Accounting Pronouncements

 The Company has reviewed all recently issued accounting pronouncements and concluded they were either not applicable or not expected to
have a material impact on the Company's financial statements.

 Note 3 - Going Concern

 The Company's
financial statements are prepared in accordance with U.S. GAAP 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 deficit, and other adverse key financial
ratios.

 The Company
has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with borrowings from
related parties. There is no assurance that the 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 has not recognized an income
tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future
periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising
from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax
benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely
than not. As of July 31, 2024, the Company has incurred a net loss of approximately $ 245,274 which
resulted in a net operating loss for income tax purposes. The loss results in an increase in deferred tax asset of
approximately $ 51,508
at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception
on July 30, 2021, and our fiscal year end of July 31, 2024, we have completed only three taxable fiscal years.

 Significant components of the Company's deferred
tax assets are as follows:

 July 31,

 July 31,

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforward

 $

 55,956

 $

 4,448

 Valuation allowance

 (55,956

)

 (4,448

)

 Net deferred tax assets

 $

 -

 $

 -

 The reconciliation of the effective income
tax rate to the federal statutory rate is as follows:

 Year Ended July 31,

 Year Ended July 31,

 2024

 2023

 Federal income tax rate

 21.0%

 21.0%

 Less: valuation allowance

 (21.0%

)

 (21.0%

)

 Effective income tax rate

 -

 -

 Note 5 - Commitments and Contingencies

 The Company follows ASC 450-20, "Loss Contingencies", to report accounting for contingencies. Liabilities for loss contingencies
arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of July
31, 2024 and 2023.

 Note 6 - Shareholders' Equity

 On November
15, 2022, the Company underwent a reorganization whereby it merged, via a Merger Sub, with Luboa Group, Inc. ("LBAO" or "Predecessor").
In connection with the reorganization, LBAO issued 500,000,000 shares of common stock to CRS Consulting, LLC ("CRS"), and
made CRS the controlling shareholder of the Predecessor before the Reorganization. After the Reorganization, each share of Predecessor's
common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable
share of the Company's common stock. As of July 31, 2024 and 2023, there were 611,600,000 shares of common stock issued and outstanding
(also see Note 1).

 During the year
ended July 31, 2023, the Company's two former shareholders paid expenses in total of $ 7,765 on behalf of the Company. The payments
are considered contributions to the Company with no expectation of repayment and are recorded in additional paid-in capital (also see
Note 7).

 Note
7 - Related-Party Transactions

 Due to related party

 During the year ended
July 31, 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. The payments are considered contributions to the
Company with no expectation of repayment and are recorded in additional paid-in capital. There was no such transaction
during the year ended July 31, 2024.

 During the years ended July
31, 2024 and 2023, Harbin Co., Ltd. ("Harbin"), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer and controlling
shareholder of the Company, paid operating expenses of $ 197,168 and $ 20,006, respectively, on behalf of the Company. Harbin also lent
the Company $300 during the year ended July 31, 2024. As of July 31, 2024 and 2023, the amount due to Harbin was $ 217,474 and
$ 20,006, respectively. The balance is unsecured, non-interest bearing and due on demand.

 During the years ended July 31, 2024 and 2023, we utilized the home office space of our sole officer and director, and Harbin's
office space and equipment of our management at no cost.

 Note 8 - Subsequent Events

 During the period from August 1, 2024 to the filing date of this report, Harbin paid additional $44,693 for operating expenses on behalf
of the Company. The amount is unsecured, non-interest bearing and due on demand.

 - F8 -

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

 On May 3, 2024, the Securities and Exchange
Commission (the "SEC") permanently suspended BF Borgers CPA PC ("BF Borgers") from appearing or practicing
before the SEC as a registered public accounting firm. Following this order, the Board of Directors of Ultimate Holdings Group, Inc.
(or the "Company") approved the dismissal of BF Borgers as the Company's
independent registered public accounting firm.

 The reports of BF Borgers on the Company's financial
statements for the fiscal years ended July 31, 2023, and July 31, 2022, did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating
to the Company's ability to continue as a going concern.

 During the fiscal years ended July 31, 2023 and July
31, 2022, and through the date of termination, May 3, 2024, there were no "disagreements" with BF Borgers on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the financial statement for
such years. During the fiscal years ended July 31, 2023, and July 31, 2022, and through May 3, 2024, there have been no "reportable
events" (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses
in its internal control over financial reporting as disclosed in the Company's Annual Report.

 On June 2, 2024, the Board of Directors approved the
engagement of MaloneBailey, LLP as the Company's independent registered public accounting firm. MaloneBailey, LLP
has subsequently audited the Company's financial information for the fiscal years ended July 31, 2024 and 2023, and will
continue to serve as the Company's PCAOB auditor on an ongoing basis.

 Item 9A Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 We maintain "disclosure controls and procedures,"
as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and communicated to our management, which at this time consists
solely of our officer and director, Ryohei Uetaki.

 As of July 31, 2024, the end of the year covered by
this Report, we carried out an evaluation, under the supervision of Mr. Uetaki, our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and the operation of our disclosure controls and procedures. Mr. Uetaki concluded that the disclosure
controls and procedures were not effective as of the end of the year covered by this Report due to material weaknesses identified below.

 Management's Annual Report on Internal Control
Over Financial Reporting

 Our management, comprised solely of Ryohei Uetaki,
is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes
in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting
using the criteria in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). A system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.

 Based on our evaluation under the framework in COSO,
our management concluded that our internal control over financial reporting was ineffective as of July 31, 2024 based on such criteria.
Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls
and that may be considered material weaknesses. A material weakness is a significant deficiency, or combination of deficiencies, in internal
control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. As a result of the determination that there was a lack of resources to provide segregation
of duties consistent with control objectives, the lack of a formal audit committee, and the lack of a formal review process that includes
multiple levels of review over financial disclosure and reporting processes, management has determined that material weaknesses existed
as of July 31, 2024.

 The weaknesses and the related risks are not uncommon
in a company of our size because of the limitations in the size and number of our staff. To address these material weaknesses, and subject
to the receipt of additional financing or cash flows, we intend to undertake remediation measures to address the material weaknesses described
in this Report, including implementing procedures pursuant to which we can ensure segregation of duties and hire additional resources
to ensure appropriate review and oversight.

 A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions,
regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a
simple error or mistake. Our internal control over financial reporting is designed 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.

 Auditor's Report on Internal Control Over
Financial Reporting

 This Report does not include an attestation report
of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was
not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide
only management's report in this Report.

 Changes in Internal Control Over Financial Reporting

 There have been no changes in our internal control
over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred during
the fourth quarter ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

 Item 9B. Other Information.

 None.

 - 7 -

 Item 10. Directors, Executive
Officers and Corporate Governance.

 Each of our directors holds office until the next
annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation, or removal.
Our executive officers are appointed by our board of directors and hold office until their death, resignation, or removal from office.

 Our current executive officers and directors and additional
information concerning them are as follows:

 Name

 Age

 Position(s)

 Ryohei Uetaki

 Chief Executive Officer, Chief Financial Officer, and Director

 Ryohei Uetaki, Chief Executive Officer, Chief Financial
Officer, and Director

 Mr. Ryohei Uetaki graduated from the Osaka Gakuin University Faculty of Commerce in 1997. In 2000, he incorporated Zero Step Ltd and assumed
the position of president. In 2006, Zero Step Ltd ceased all operations. In 2006, Mr. Uetaki joined EAZ Holdings Ltd as a director in
charge of the company's marketing efforts. Mr. Uetaki remained as director of EAZ until 2007. From 2007 to 2019, he was engaged
as an independent business consultant. From 2017 to 2018, he served as an associated professor of Keio University Graduate School. On
October 25, 2019, he was appointed as the president, CEO and director of World Scan Project, Inc. On January 10, 2020, he was appointed
as the CEO and member of SKYPR LLC. Inc. On January 22, 2020, he was appointed as the president, CEO and director of World Scan Project
Corporation. October 19, 2020, he was appointed as the president, CEO and director of Kids Cell Technologies, Inc. On November 18, 2020,
he was appointed as the president, CEO and director of Kids Cell Technologies Corporation. On April 21, 2023, he was appointed as the
president, CEO and director of Ultimate Holdings, Inc. Currently, he serves as the officer and director of World Scan Project, Inc., World
Scan project Corporation, SKYPR LLC and Ultimate Holdings, Inc.

 Due to Mr. Uetaki's diverse business experience,
the Board has determined it is in the best interest of the company to appoint him as the company's Chief Executive Officer, Chief
Financial Officer, President, Treasurer and Director.

 - 8 -

 Committees of the Board

 We currently do not have nominating, compensation,
or audit committees, or committees performing similar functions, nor do we have a written nominating, compensation, or audit committee
charter. Our board of directors, comprised solely of Ryohei Uetaki, believes that it is not necessary to have such committees given our
current size and the limited scope of our business. Currently, our board of directors is performing the functions of such committees.

 In lieu of an Audit Committee, our board of directors,
comprised solely of Ryohei Uetaki, is responsible for reviewing and making recommendations concerning the selection of outside auditors,
reviewing the scope, results, and effectiveness of the annual audit of our financial statements and other services provided by our independent
registered public accounting firm. Our board of directors, our Chief Executive Officer, and our Chief Financial Officer, all of whom are
Ryohei Uetaki, review our internal accounting controls, practices, and policies.

 Audit Committee Financial Expert

 Our board of directors, comprised solely of Ryohei
Uetaki, has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined
in Item 407(d)(5) of Regulation S-K. We believe that given our current size and the limited scope of our business, retaining an independent
director who would qualify as an audit committee financial expert would be overly costly and burdensome. We will consider establishing
an Audit Committee, and identifying an individual to serve as an independent director and as the audit committee financial expert when
so required.

 Involvement in Certain Legal Proceedings

 None of our executive officers and directors, comprised
solely of Ryohei Uetaki, have been involved in or a party to any of the following events or actions during the past ten years:

 1.

 Any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, a partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer either at or within two years prior to the time of such filing;

 2.

 Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

 4.

 Being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

 5.

 Being found by a court of competent jurisdiction (in a civil action) or the SEC to have violated a Federal or State securities law, and the judgment has not been subsequently reversed, suspended, or vacated;

 6.

 Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

 7.

 Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.

 Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Code of Ethics

 We have not adopted a formal Code of Ethics. We only
have one employee, our sole officer and director, Ryohei Uetaki. In the event we commence operations, or the number of employees, number
of officers, and/or number of directors increases in the future, we may take actions to adopt a formal Code of Ethics.

 Nomination of Directors

 As of July 31, 2024, we had not effected any material
changes to the procedures by which our stockholders may recommend nominees to our board of directors. As of July 31, 2024, we do not have
any stockholders. We do not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations
for directors. Our board of directors believes that, given the stage of our development, a specific nominating policy would be premature
and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum
criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such
nominees. Our board of directors will assess all candidates, whether submitted by management or future stockholders, and make recommendations
for election or appointment.

 When we have stockholders, a stockholder who wishes
to communicate with our board of directors may do so by directing a written request addressed to the Company with the address appearing
on the first page of this Report.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires the Company's
executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company's common stock.
Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that
they file with the SEC.

 Based solely on a review of the copies of such forms
that were received by the Company, the Company is not aware of any failures to file reports or report transactions in a timely manner
during the year ended July 31, 2024.

 Family Relationships

 There are no family relationships among our directors
or executive officers. We have only one officer and director at this time.

 Arrangements

 There are no arrangements or understandings between
an executive officer or director and any other person pursuant to which he was selected as an executive officer or director.

 - 9 -

 Item
11. Executive Compensation.

 The table below summarizes
all compensation awarded to, earned by, or paid to our named executive officers, which is defined as follows: (i) all individuals serving
as our principal executive officer during the year ended July 31, 2024 and or July 31, 2023; (ii) each of our two most highly compensated
executive officers who were serving as executive officers at the end of the year ended July 31, 2024 and or July 31, 2023; and (iii)
up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as
an executive officer as of the end of the year ended July 31, 2024 and or July 31, 2023.

 Name and

 principal
 position

 Fiscal
 Year Ended July 31,

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive
 Plan

 Compensation

 ($)

 Nonqualified

 Deferred

 Compensation

 Earnings
 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 Ryohei
 Uetaki, President, CEO, CFO, and Director (1)

 2024

 Ryohei
 Uetaki, President, CEO, CFO, and Director

 2023

 Paul
 Moody, Former President, CEO, CFO, and Director

 2024

 Paul
 Moody, Former President, CEO, CFO, and Director (2)

 2023

 (1) On April 21, 2023,
Ryohei Uetaki was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 (2) On October 19,
2022, Paul Moody was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. On
April 21, 2023, Paul Moody resigned as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 Outstanding Equity
Awards at Fiscal Year-End

 We had no outstanding equity awards at the year ended
July 31, 2024.

 Potential Payments Upon Termination or Change-of-Control

 None of our named executive officers are entitled
to any payments upon termination or change-of-control.

 Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we provide
retirement or similar benefits for our directors or executive officers.

 Employment Agreements

 We have no employment agreements with any of our named
executive officers.

 Compensation of Directors

 We did not pay any of our directors any compensation
during the fiscal year ended July 31, 2024, whether in their capacity as a named executive officer or as a director.

 - 10 -

 Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets forth, as of July 31, 2024,
the number of shares of common stock owned of record and beneficially by (i) each of our current directors, (ii) each of our named executive
officers, (iii) our directors and executive officers as a group, and (iv) each stockholder known by us to be the beneficial owner of more
than 5% of our outstanding common stock. Beneficial ownership has been determined in accordance with the rules and regulations of the
SEC and includes voting or investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the number of shares indicated as beneficial owned by them.

 Name and Address of Beneficial Owner

 Shares of Common Stock Beneficially Owned

 Common Stock Voting Percentage Beneficially Owned

 Preferred Stock Beneficially Owned

 Shares of Preferred Stock Voting Percentage Beneficially Owned

 Total Approximate Voting Percentage Beneficially Owned (1)

 Executive Officers and Directors

 Ryohei Uetaki (1)

 Address: 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo,
 162-0051, Japan

 493,884,000

 80.75%

 -

 -

 80.75%

 5% or greater shareholders

 SKYPR, LLC (1)

 Address: 2-18-23, Nishiwaseda, Shinjuku-Ku, Tokyo,
 162-0051, Japan

 493,884,000

 80.75%

 -

 -

 80.75%

 Zhuohong International Development

 51,256,773

 8.38%

 -

 -

 8.38%

 (1) Ryohei Uetaki currently serves as our Chief
Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Ryohei Uetaki owns 100% of the membership interests
in SKYPR LLC., a Delaware Limited Liability Company, which owns 493,884,000 shares of our common stock. The table above includes the share
ownership of SKYPR LLC held directly in its name, and Mr. Uetaki's indirect ownership which is solely comprised of the shares held
in the name of SKYPR, LLC.

 Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of
the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed
to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in the following table does not necessarily reflect the person's actual voting power at
any particular date.

 Changes in Control

 On April 21, 2023, the Company entered into a Share
Purchase Agreement (the "Agreement") by and among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS")
and SKYPR LLC, a Delaware Limited Liability Company ("SKYPR"), pursuant to which, on April 21, 2023, ("Closing Date"),
CRS sold 493,884,000 Shares of Common Stock, representing approximately 80.75% voting control of the Company, for consideration received.
The consummation of the transactions resulted in a change in control of the Company, with SKYPR becoming the Company's largest controlling
stockholder. The sole member of SKYPR LLC is Ryohei Uetaki. CRS Consulting, LLC is collectively controlled by its members Jeffrey DeNunzio,
Thomas DeNunzio, and Paul Moody.

 Item 13. Certain Relationships
and Related Transactions.

 Due to related party

 During the years ended July
31, 2024 and 2023, Harbin Co., Ltd. ("Harbin"), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer and controlling
shareholder of the Company, paid operating expenses of $197,168 and $20,006, respectively, on behalf of the Company. Harbin also lent
the Company $300 during the year ended July 31, 2024. As of July 31, 2024 and 2023, the amount due to Harbin was $217,474 and $20,006,
respectively. The balance is unsecured, non-interest bearing and due on demand.

 Office
Space

 During the years ended July 31, 2024 and 2023, we utilized home office space of our sole officer and director, and Harbin's office
space at no cost.

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 Director Independence

 We are not listed on any exchange that requires directors
to be independent. We have not:

 Established our own definition for determining whether our directors or nominees for directors are "independent," nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be "independent" under any applicable definition given that they are officers of the Company; nor

 Established any committees of our board of directors.

 Item 14. Principal Accounting Fees and Services.

 Below is the approximate aggregate
amount of fees billed for professional services rendered by our principal accountants with respect to the years ended July 31, 2024 and
2023, respectively.

 2024

 2023

 Audit and review fees

 BF Borgers CPA PC

 $

 11,000

 $

 19,500

 MaloneBailey, LLP

 66,950

 66,950

 Audit-related fees

 -

 -

 Tax fees

 -

 -

 All other fees

 -

 -

 Total

 $

 77,950

 $

 86,450

 Pre-Approval Policies and Procedures

 Currently, we do not have a separately designed Audit
Committee. Instead, our entire board of directors performs those functions. Accordingly, our board of directors was response for pre-approving
all services provided by our independent registered public accounting firm. The above fees were reviewed and approved by our board of
directors before the services were rendered.

 - 12 -

 Item 15. Exhibits, Financial Statement Schedules.

 (a) Financial Statements

 1. Our financial statements are listed in
the index under Item 8 of this document; and

 2. All financial statement schedules are
omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 (b) Exhibits required by Item 601 of Regulation S-K.

 Exhibit No.

 Description

 3.1 (i)

 Certificate of Incorporation (1)

 3.1 (ii)

 Restated Articles of Incorporation (2)

 3.2

 By-laws (1)

 Certification of the Company's Principal Executive and Principal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)

 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 (3)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (1)

 Filed as an exhibit to the Company's Registration Statement on Form 10-12G/A, as filed with the SEC on December 9, 2021 and incorporated herein by this reference.

 (2)

 Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on October 24, 2022 and incorporated herein by this reference.

 (3)

 Filed herewith.

 Item 16. Form 10-K Summary.

 None.

 Signatures

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 Ultimate Holdings Group, Inc.

 By: /s/ Ryohei Uetaki

 Ryohei Uetaki

 Chief Executive Officer and Chief Financial Officer,

 (Principal Executive Officer and Principal Financial
Officer)

 Dated: September 5, 2024

 In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 By: /s/ Ryohei Uetaki

 Ryohei Uetaki

 Chief Executive Officer, and Chief Financial
Officer

 (Principal Executive Officer and Principal Financial Officer)

 Dated: September 5, 2024

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