Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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.

Business Summary

Following a change in control on April 1, 2025, the Company discontinued its prior IT and software development activities and transitioned to the business strategy of a "blfank check" shell company. The Company's wholly owned subsidiary, AIS Japan Co., Ltd., is currently engaged in software development activities through an outsourcing arrangement with ROGYX Co., Ltd. for the development of what is referred to as the AI Agent "SEIKAI," a software and web application designed to assist small and medium-sized businesses with online marketing and advertising management.

Development of SEIKAI is currently nearing completion, and the Company is evaluating potential business plans around this technology. However, no definitive plan has yet materialized, and the Company has not previously disclosed any information regarding this potential business activity.

Notwithstanding the ROGYX Agreement and the ongoing development of SEIKAI, the Company remains a shell company under Rule 12b-2 of the Exchange Act, as it has no substantive operations, has generated no revenues, and has not yet developed or adopted a definitive business plan.

Liquidity and Capital Resources

As of September 30, 2025, the Company had a cash balance of $1,029. This amount is not sufficient to fund even minimal levels of ongoing operations. Historically, the Company has relied on funds advanced on an informal basis by Mr. Takehiro Abe, the Company's former officer and director, to cover certain operating and professional expenses. Mr. Abe is no longer affiliated with the Company and has no continuing obligation, whether formal or informal, to provide financial support.

Going forward, Mr. Ryohei Uetaki, the Company's sole officer and director, may elect, at his discretion, to provide funding to support the Company's limited operations. However, Mr. Uetaki has no formal commitment, agreement, or legal obligation to advance or loan funds to the Company.

In order to execute any part of our business plan over the next twelve months, we will require additional financing. As a shell company with no current operations, revenues, or established sources of funding, there can be no assurance that such financing will be available on acceptable terms, or at all.

Due to Related Party

For the six months ended September 30, 2025, and 2024, the Company borrowed $0 and $34,440, respectively, from Takehiro Abe, the Company's former sole officer and director. No repayments were made to Mr. Abe during these periods. As of September 30, 2025, and 2024, the total amount due to Mr. Abe was $0 and $141,115, respectively. These amounts were unsecured, non-interest bearing, and payable on demand.

Effective April 8, 2025, the Company cancelled the full $160,101 balance due to Mr. Takehiro Abe. As a result, the Company no longer has any amounts outstanding or payable to him.

For the six months ended September 30, 2025, the Company borrowed $102,663 from ZEXAVERSE Co., Ltd. ("ZEXAVERSE"), a company wholly owned by Ryohei Uetaki, the Chief Executive Officer and controlling shareholder of the Company. No repayments were made to ZEXAVERSE during these periods. As of September 30, 2025, the total amount due to ZEXAVERSE was $102,663. These amounts were unsecured, non-interest bearing, and payable on demand.

For the six months ended September 30, 2025, the Company borrowed $86,545 from Ryohei Uetaki, the Company's former sole officer and director. No repayments were made to Mr. Uetaki during these periods. As of September 30, 2025, the total amount due to Mr. Uetaki was $86,545. These amounts were unsecured, non-interest bearing, and payable on demand.

Going forward, we must generate sufficient revenue to cover our operating costs and expenses. If we are unable to do so, we will require additional financing to implement our business plan. Should we be unable to obtain the necessary funding, we may be forced to suspend or cease operations.

Net Loss

We recorded a net loss of $179,739 for the six months ended September 30, 2025 as opposed to a net loss of $40,918 for the six months ended September 30, 2024. The increase in net loss is attributed to the increase in operating expenses.

Going Concern

For the period ended September 30, 2025, 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.

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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.