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Form 10-Q AIS Holdings Group, Inc. For: Dec 31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

FOR
THE QUARTERLY PERIOD ENDED DECEMBER 31, 2020

OR

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

For the transition period from to

AIS
HOLDINGS GROUP, INC.

(Exact
name of registrant as specified in its charter)

  Delaware 000-90019 36-4877329  
  (State or other jurisdiction of (Commission File Number) (IRS Employer  
  incorporation)   Identification No.)  

  

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

 

Indicate by check mark whether the
registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 3 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 3 months (or for such
shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

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

Large accelerated filer [ ] Accelerated
filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging Growth Company [X]

If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

[ ] Yes [X] No

 

State the number of shares outstanding
of each of the issuer’s classes of common equity, as of January 25, 2021: 20,000,000 shares of common stock.

– 1 –


Table of Contents

 

TABLE OF CONTENTS

AIS HOLDINGS GROUP, INC.

 

 INDEX

 

 PART I – FINANCIAL INFORMATION

 

 

– 2 –


Table of Contents

 

ITEM 1 FINANCIAL STATEMENTS

 

AIS HOLDINGS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 
      As of   As of
      December 31, 2020   March 31, 2020
      (Unaudited)    
           
ASSETS        
Current Assets        
  Cash and cash equivalents $      32,716 $      41,559
  Accounts receivable, trade          3,600          8,000
  Prepaid expenses          675             619
           
TOTAL CURRENT ASSETS       36,991        50,178
           
Non-current Assets        
  Software, net             729          5,349
           
TOTAL NON-CURRENT ASSETS             729          5,349
           
TOTAL ASSETS $      37,720 $      55,527
           
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
Current Liabilities        
  Due to related party $    123,731 $    146,937
  Accrued expenses       –          2,455
           
TOTAL LIABILITIES      123,731      149,392
           
Shareholders’ Deficit        
  Preferred stock ($.0001 par value, 20,000,000 shares authorized;        
  none issued and outstanding as of  as of December 31, 2020 and March 31, 2020)       –       –
  Common stock ($.0001 par value, 500,000,000 shares authorized,        
  20,000,000 shares issued and outstanding as of December 31, 2020 and March 31, 2020)          2,000          2,000
  Additional paid-in capital        32,595        24,768
  Accumulated deficit    (113,983)    (119,033)
  Accumulated other comprehensive loss        (6,623)        (1,600)
           
TOTAL SHAREHOLDERS’ DEFICIT      (86,011)      (93,865)
           
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $      37,720 $      55,527
           
The accompanying notes are an integral part of these unaudited consolidated financial statements

 

– F1-


Table of Contents

AIS HOLDINGS GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
                   
      Three Months   Three Months   Nine Months   Nine Months
      Ended   Ended   Ended   Ended
      December 31, 2020   December 31, 2019   December 31, 2020   December 31, 2019
                   
Revenues $ 22,300 $ 24,132 $ 59,900 $ 72,396
                   
OPERATING EXPENSE                
  General and administrative expenses   20,293   26,583   65,887   111,377
                   
Total Operating Expenses   20,293   26,583   65,887   111,377
                   
Other income (expense)                
  Other income        141            –   18,864            –
  Interest expenses   (2,512)   (2,973)   (7,827)   (9,179)
                   
NET INCOME (LOSS) $    (364) $ (5,424) $   5,050 $ (48,160)
                   
OTHER COMPREHENSIVE INCOME (LOSS)                
  Foreign currency translation adjustment   (3,094)        413   (5,023)   (1,525)
                   
TOTAL COMPREHENSIVE LOSS $ (3,458) $ (5,011) $       27 $ (49,685)
                   
BASIC AND DILUTED NET LOSS PER COMMON SHARE $   (0.00) $   (0.00) $     0.00 $   (0.00)
                   
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED   20,000,000   20,000,000   20,000,000   20,000,000
                   
The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 
F2 –


Table of Contents

AIS HOLDINGS GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
(UNAUDITED)
              ACCUMULATED        
          ADDITIONAL   OTHER        
  COMMON STOCK   PAID IN   COMPREHENSIVE   ACCUMULATED   TOTAL
  NUMBER   AMOUNT   CAPITAL   INCOME (LOSS)   DEFICIT   DEFICIT
                       
Balance – March 31, 2019 20,000,000 $          2,000 $  13,987 $        843 $           (75,588) $           (58,758)
Imputed Interests        2,738    –      –      2,738
Net loss        –    –             (20,196)             (20,196)
Foreign currency translation        –          203      –    203
                       
Balance – June 30, 2019 20,000,000 $          2,000 $  16,725 $     1,046 $           (95,784) $           (76,013)
                       
Imputed Interests        3,468    –      –      3,468
Net loss        –    –             (22,540)             (22,540)
Foreign currency translation        –     (2,141)      –    (2,141)
                       
Balance – September 30, 2019 20,000,000 $          2,000 $  20,193 $   (1,095) $         (118,324) $           (97,226)
                       
Imputed Interests        2,973    –      –      2,973
Net loss        –    –    (5,424)    (5,424)
Foreign currency translation        –          413      –    413
                       
Balance – December 31, 2019 20,000,000 $          2,000 $  23,166 $      (682) $         (123,748) $           (99,264)
                       
Balance – March 31, 2020 20,000,000 $          2,000 $  24,768 $   (1,600) $         (119,033) $           (93,865)
Imputed Interests        2,463    –      –      2,463
Net income        –    –      5,743      5,743
Foreign currency translation        –          318      –    318
                       
Balance – June 30, 2020 20,000,000 $          2,000 $  27,231 $   (1,282) $         (113,290) $           (85,341)
                       
Imputed Interests        2,852    –      –      2,852
Net income        –    –       (329)       (329)
Foreign currency translation        –     (2,247)      –    (2,247)
                       
Balance – September 30, 2020 20,000,000 $          2,000 $  30,083 $   (3,529) $         (113,619) $           (85,065)
                       
Imputed Interests     2,512                   –          –   2,512
Net income            –                   –    (364)    (364)
Foreign currency translation            –         (3,094)          –   (3,094)
                       
Balance – December 31, 2020 20,000,000 $          2,000 $ 32,595 $       (6,623) $ (113,983) $   (86,011)
                       
The accompanying notes are an integral part of these unaudited consolidated financial statements

 

– F3 –


Table of Contents

AIS HOLDINGS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
      Nine Months   Nine Months
      Ended   Ended
      December 31, 2020   December 31, 2019
           
CASH FLOWS FROM OPERATING ACTIVITIES        
  Net income (loss) $    5,050 $ (48,160)
  Adjustments to reconcile net loss to net cash used in operating activities:        
  Imputed interest      7,827      9,179
  Depreciation expense      4,716      4,601
  Changes in operating assets and liabilities:        
  Accounts receivable      4,400            (1)
  Prepaid expenses          (56)              –
  Accrued expenses     (2,455)     (1,738)
  Net cash provided by (used in) operating activities    19,482   (36,119)
           
CASH FLOWS FROM FINANCING ACTIVITIES        
  Proceeds from due to related party    27,954    46,391
  Repayment of due to related party   (58,117)   (23,008)
  Net cash provided by (used in) financing activities   (30,163)    23,383
           
Net effect of exchange rate changes on cash        1,838         592
           
Net Change in Cash and Cash Equivalents $   (8,843) $ (12,144)
Cash and cash equivalents – beginning of period    41,559    36,732
Cash and cash equivalents – end of period $  32,716 $  24,588
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
Interest paid $            – $            –
Income taxes paid              –              –
           
The accompanying notes are an integral part of these unaudited consolidated financial statements

  

– F4 –


Table of Contents

 AIS
HOLDINGS group, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

(UNAUDITED)  

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF
BUSINESS

 

AIS Holdings Group, Inc., a Delaware corporation
(“the Company”) was incorporated under the laws of the State of Delaware on January 30, 2017 with the name Superb Acquisition,
Inc. On June 20, 2017, we changed our name to AIS Holdings Group, Inc.

 

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

 

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

 

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

 

On April 1, 2020, the Company and Trend Rich
Global Limited mutually agreed to alter the monthly fees charged to Trend Rich Global Limited by the Company. All material components
of the initial agreement entered into on April 1, 2018 remained unaltered, but the monthly basic fee was reduced from $8,000 to
$3,600.

 

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

 

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

 

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidations

 

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

 

Basis of Presentation

 

This summary of significant accounting policies
is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles,
generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

 

Use of Estimates

 

The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary
in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 

Related party transaction 

 

A related party is generally defined as (i)
any person that holds 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of the Company’s securities and their immediate families, (ii) the Company’s management,
(iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone
who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with
its related parties in the ordinary course of business.

 

Transactions involving related parties cannot
be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not
exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were
consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents.

 

– F5 –


Table of Contents

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at
cost less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable
costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line
method over the shorter of the estimated useful life of the respective assets as follows: computer software developed or acquired
for internal use, 2 to 5 years; computer equipment, 2 to 5 years; buildings and improvements, 5 to 15 years; leasehold improvements,
2 to 10 years; and furniture and equipment, 1 to 5 years.

 

Significant improvements are capitalized when
it is probable that the expenditure resulted in an increase in the future economic benefits expected to be obtained from the use
of the asset beyond its originally assessed standard of performance. When improvements are made to real property and those improvements
are permanently affixed to the property, the title to those improvements automatically transfers to the owner of the property.
The lessee’s interest in the improvements is not a direct ownership interest but rather it is an intangible right to use
and benefit from the improvements during the term of the lease. The Company uses the straight-line method over the shorter of the
estimated useful life of the asset or the lease term.

 

In accordance with ASC Topic 360, the Company
reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets
may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted
future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between
the asset’s estimated fair value and its book value. For the period ended December 31, 2020 and 2019, the Company did not
record any impairment charges on long-lived assets.

 

Routine repairs and maintenance are expensed
when incurred. Gains and losses on disposal of fixed assets are recognized in the income statement based on the net disposal proceeds
less the carrying amount of the assets.

 

Revenue Recognition 

 

The Company recognizes revenue by applying
the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from contracts
with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine
the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue
when each performance obligation is satisfied.

 

Accounts Receivable and Allowance

 

Accounts receivable are recognized and carried
at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection
of the full amount is no longer probable. Bad debts are written off against the allowance when identified. There is no current
balance for allowance of uncollectible amounts.

 

Foreign currency translation 

 

The Company maintains its books and record
in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic
environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities
denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange
rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

 

The reporting currency of the Company is the
United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In
accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose
functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses
are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements
are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

 

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

 

  December 31, 2020
Current JPY: US$1 exchange rate 103.24
Average JPY: US$1 exchange rate 106.02

 

Comprehensive income or loss

 

ASC Topic 220, “Comprehensive Income”,
establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive
income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income,
as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains
and losses on foreign currency translation.

 

Income Taxes

 

The Company accounts for income taxes under
ASC 740, “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that
the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at
December 31, 2020 and March 31, 2020.

 

Basic Earnings (Loss) Per Share

 

The Company computes basic and diluted earnings
(loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed
by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted
earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common
stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

 

The Company does not have any potentially dilutive
instruments as of December 31, 2020 and 2019 and, thus, anti-dilution issues are not applicable.

 

Fair Value of Financial Instruments

 

The Company’s balance sheet includes
certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because
of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and
Disclosures
, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant
assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy are described below:

 

– Level 1 – Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

– Level 2 – Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices
for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that
are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs
that are derived principally from or corroborated by observable market data by correlation or other means.

– Level 3 – Inputs that are both significant
to the fair value measurement and unobservable. 

 

Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of December 31, 2020. The respective carrying
value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
These financial instruments include accrued expenses.

 

Recently Issued Accounting Pronouncements

 

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

 

– F6 –


Table of Contents

NOTE
3 – GOING CONCERN

 

The Company’s financial statements are
prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization
of assets and liquidation of liabilities in the normal course of business.

 

The Company demonstrates adverse conditions
that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of
these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital
deficiency, and other adverse key financial ratios.

 

The Company has not had sufficient revenues
to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is
no assurance that management’s plan will be successful.

 

The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities
that might be necessary in the event that the Company cannot continue as a going concern.

 

NOTE
4 – ACCRUED EXPENSES

 

Accrued expenses totaled $0 as of December
31, 2020 as compared to March 31, 2020 which was $2,455.

 

NOTE
5 – INCOME TAXES

 

The Company conducts its major businesses in
Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are
subject to examination by the local tax authority.

 

Japan

 

The Company conducts its major businesses in
Japan and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are
subject to examination by the local tax authority.

 

The Company is subject to a number of income taxes, which, in aggregate,
represent a statutory tax rate approximately as follows:

 

    Company’s assessable profit
For the year ended March 31,   Up to JPY 4 million   Up to JPY 8 million   Over JPY 8 million
2020   21.65{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}   23.43{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}   34.06{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
2021   21.59{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}   23.40{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}   34.11{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

United States

 

AIS Holdings Group, Inc., which acts as a holding
company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed.
For the nine months ended December 31, 2020 and 2019, respectively, AIS Holdings Group, Inc., as a holding company registered in
the state of Delaware, has incurred net loss and, therefore, has no tax liability. The net deferred tax asset generated by the
loss carry forward has been fully reserved.

 

NOTE
6 – SHAREHOLDER EQUITY

 

Preferred Stock

 

The authorized preferred stock of the Company
consists of 20,000,000 shares with a par value of $0.0001. The Company had no shares of preferred stock issued and outstanding
at December 31, 2020 and March 31, 2020.

 

Common Stock

 

The authorized common stock of the Company
consists of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding
at December 31, 2020 and March 31, 2020.

 

The Company did not have any potentially dilutive
instruments as of December 31, 2020 and March 31, 2020 and, thus, anti-dilution issues are not applicable.

 

Additional paid-in capital

 

During the nine months ended December 31, 2020
and 2019, the Company had imputed interest of $7,827 and $9,179

 

NOTE
7 – RELATED-PARTY TRANSACTIONS

 

Additional paid-in capital

 

During the nine months ended December 31, 2020
and 2019, the Company had imputed interest of $7,827 and $9,179

 

Due to related party

 

For the nine months ended December 31, 2020
and 2019, the Company borrowed $27,954 and $46,391 from Takehiro Abe, CEO of the Company. For the nine months ended December 31,
2020 and 2019, the Company repaid $58,117 and $23,008 to Takehiro Abe. The total due as of December 31, 2020 and March 31, 2020
were $123,731 and $146,937 and were unsecured, due on demand and non-interest bearing.

 

During the nine months ended December 31, 2020
and 2019, the Company had imputed interest of $7,827 and $9,179

 

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

 

NOTE
8 – SOFTWARE

 

Effective February 28, 2018, AIS Japan purchased
the basic software for cryptocurrency trading platform (“Cryptocurrency System”) from Herol Gaibin in amount of 2,000,000
JPY ($17,593). AIS Japan intends to provide the IT development service focused on financial technology field throughout Japan by
using the Cryptocurrency System. The useful life of Cryptocurrency System is three years.

 

The following table presents details of our
purchased software assets as of March 31, 2020 and December 31, 2020:

 

   Balance at    Additions   Impairments   Amortization    Disposal   Net effect of   Balance at
    March 31, 2020           exchange rate   December
31, 2020
Cryptocurrency System   5,350       (4,716)     95   729
                             
Total $ 5,350 $ $ $ (4,716) $ $ 95 $ 729

 

The software assets are being amortized on
a straight-line basis over their estimated useful lives of two to five years. Amortization expense for software
assets was $3,120 and $3,068 for the nine months ended December 31, 2020 and 2019, respectively.

 

The estimated future amortization expense of
our software assets as of December 31, 2020 is as follows: 

 

 

Year ending March 31   Amount
2021     729
Total   $ 729

 

NOTE 9 – OTHER INCOME

 

On May 15, 2020, the Company received the subsidy for the COVID-19
from the Japanese government in the amount of JPY2,000,000 ($18,864).

 

NOTE 10 – SUBSEQUENT EVENTS

 

None.

 

– F7 –


Table of Contents

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

 

Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements.”

 

These forward-looking statements generally
are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.

 

Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include,
but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating
forward-looking statements and undue reliance should not be placed on such statements. 

 

Liquidity and Capital Resources 

 

Our cash balance is $32,716 as of December
31, 2020. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing
and may utilize funds from Takehiro Abe, our sole Director who has informally agreed to advance funds to allow us to pay for operating
fees, and professional fees. Takehiro Abe, however, has no formal commitment, arrangement or legal obligation to advance or loan
funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding.
Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing
but currently do not have any arrangements for such financing.

 

As of December 31, 2020, the Company has $123,731
due to the related party of Mr. Takehiro Abe, our sole officer and director.

 

On April 1, 2018 the Company entered into an
agreement with Trend Rich Global Limited (“Trend Rich”) to lease the Company’s Software System package. The basic
software is a pre-coded template that can be expanded upon to create custom websites for clients in the digital currency industry.
Pursuant to this agreement, for the three months ended December 31, 2020, the Company generated the revenues of $22,300. These
revenues did not cover our operating expenses.

 

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

 

Net Income (Loss)

 

We recorded a net loss of $364 for the three
months ended December 31, 2020 as opposed to a net loss of $5,424 for the three months ended December 31, 2019. We recorded a net
income of $5,050 for the nine months ended December 31, 2020 as opposed to a net loss of $48,160 for the nine months ended December
31, 2019. The decrease in net loss is attributed to decreased operating expenses and increased other income.

 

Going Concern 

 

For the period ended December 31, 2020, the
Company has suffered recurring losses from operations, yielded negative cash flows from operations, and had a net capital deficiency.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management
plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding
is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company
is unable to obtain revenue- producing contracts or financing, or if the revenue or financing it does obtain is insufficient to
cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities
through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. These conditions
and uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

– 3 –


Table of Contents

 

OFF-BALANCE SHEET ARRANGEMENTS 

 

The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.

 

CRITICAL ACCOUNTING POLICIES

 

We prepare our unaudited interim financial
statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates
and judgments on historical experience, current trends and other factors that management believes to be important at the time the
interim financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain,
materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we
review our critical accounting policies and how they are applied in the preparation of our interim financial statements.

 

While we believe that the historical experience,
current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual
results could differ from our estimates and such differences could be material. 

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.  

 

ITEM 4    CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our Principal Executive Officer and Principal Financial Officer
evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. Based on that evaluation, our Principal
Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period
covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Securities
Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate,
to allow timely decisions regarding disclosure.

 

Material weaknesses noted were: lack of a functioning
audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives
affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small
group without adequate compensating controls.

 

Management believes that the material weaknesses
set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit
committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in
the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in
our financial statements in future periods. 

 

Changes in Internal Controls Over Financial Reporting

 

There have been no significant changes to the
Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended December 31, 2020
that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting. 

 

PART II-OTHER INFORMATION

 

There are no legal proceedings against
the Company and the Company is unaware of such proceedings contemplated against it.

 

As a “smaller reporting company”
defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period beginning between our fiscal year end
through the date of this filing, there have been no unregistered sales of securities.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

 

– 4 –


Table of Contents

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5 OTHER INFORMATION

None.

 

 

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

 

Exhibit No. Description
3.1 Certificate of Incorporation (1)
   
3.2 By-laws (1)
   
3.3 Certificate of Amendment (2)
   
31.1 Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended December 31, 2020. (3)
   
32.1 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 XBRL Instance Document (4)  
     
101.SCH XBRL Taxonomy Extension Schema (4)  
     
101.CAL XBRL Taxonomy Extension Calculation Linkbase (4)  
     
101.DEF XBRL Taxonomy Extension Definition Linkbase (4)  
     
101.LAB XBRL Taxonomy Extension Label Linkbase (4)  
     
101.PRE XBRL Taxonomy Extension Presentation Linkbase (4)  

 

(1) Filed as an exhibit to the Company’s Form 10 Registration Statement on Form 10-12G, as filed with the SEC on April 17, 2017, and incorporated herein by this reference.
(2) Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on June 22, 2017.
(3) Filed herewith.
(4) Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

AIS HOLDINGS GROUP, INC.

(Registrant)

 

By: /s/ Takehiro Abe

Chief Executive Officer

 

By: /s/ Takehiro Abe

Chief Financial Officer

 

Dated: January 25, 2021

 

– 5 –


 

EXHIBIT 31.1

 

AIS Holdings Group, INC.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 302

 

I, Takehiro Abe, certify that:

 

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

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

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

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

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

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

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

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

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

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

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

 

Dated: January 25, 2021

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Executive
Officer

(Principal
Executive Officer)

 

EXHIBIT 31.2

 

 

AIS Holdings Group, INC.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 302

 

I, Takehiro Abe, certify that:

 

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

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

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

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

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

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

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

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

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

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

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

 

Dated: January 25, 2021

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Financial Officer

(Principal
Financial Officer)

EXHIBIT 32.1

 

 

AIS Holdings Group, INC.

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

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the the Quarterly Report of AIS Holdings Group, Inc. (the Company) on
Form 10-Q for the quarter ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Takehiro Abe, Principal  Executive  Officer of the Company, certify,  pursuant to 18
U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

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

 

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

 

Dated: January 25, 2021

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Executive Officer

(Principal Executive Officer)

 

 

 

EXHIBIT 32.2

 

 

AIS Holdings Group, INC.

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

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the the Quarterly Report of AIS Holdings Group, Inc. (the Company)
on Form 10-Q for the quarter ended December 31, 2020, as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Takehiro Abe, Principal  Financial  Officer of the Company, certify,  pursuant to
18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

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

 

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

 

Dated: January 25, 2021

 

By: /s/ Takehiro Abe

Takehiro Abe,

Chief Financial Officer

(Principal Financial Officer)

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