UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
SCHEDULE 13D/A
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
Ultimate Holdings Group, INC.
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
90401U 109 |
| (CUSIP Number) |
Paul Moody 780 Reservoir Avenue, #123 Cranston, RI 02910
Phone: 774-250-2456 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 21, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 90401U 109 | SCHEDULE 13D |
1
| NAME OF REPORTING PERSON
CRS Consulting, LLC
| ||
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ] | ||
3
| SEC USE ONLY | ||
4
| SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
| ||
5
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
| ||
6
| CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| Sole Voting Power – 0
| |
8
| Shared Voting Power – 6,116,000 | ||
9
| Sole Dispositive Power – 0
| ||
10
| Shared Dispositive Power – 6,116,000 | ||
11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,116,000 1
| ||
12
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13
| PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.00%2 | ||
14
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | ||
| 1. | Consisting of 6,116,000 shares of the Company’s common stock held of record by CRS Consulting, LLC owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
| |
| 2. | Based on 611,600,000 shares of common stock, par value $0.001 per share, outstanding as of March 15, 2023, as reported on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on March 15, 2023. |
| CUSIP No. 90401U 109 | SCHEDULE 13D |
1
| NAME OF REPORTING PERSON
Thomas DeNunzio
| ||
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ] | ||
3
| SEC USE ONLY | ||
4
| SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
| ||
5
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
| ||
6
| CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| Sole Voting Power – 0
| |
8
| Shared Voting Power – 6,116,000 | ||
9
| Sole Dispositive Power – 0
| ||
10
| Shared Dispositive Power – 6,116,000 | ||
11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,038,6671
| ||
12
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13
| PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33% 2 | ||
14
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
| 1. | Consisting of 2,038,667 shares of the Company’s common stock indirectly held of record by Thomas DeNunzio by and through his proportionate interest in the common stock beneficially owned by CRS Consulting, LLC. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
| |
| 2. | Based on 611,600,000 shares of common stock, par value $0.001 per share, outstanding as of March 15, 2023, as reported on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on March 15, 2023. |
| CUSIP No. 90401U 109 | SCHEDULE 13D |
1
| NAME OF REPORTING PERSON
Jeffrey DeNunzio
| ||
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ] | ||
3
| SEC USE ONLY | ||
4
| SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
| ||
5
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
| ||
6
| CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| Sole Voting Power – 0
| |
8
| Shared Voting Power – 6,116,000 | ||
9
| Sole Dispositive Power – 0
| ||
10
| Shared Dispositive Power – 6,116,000 | ||
11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,038,667 1
| ||
12
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13
| PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33% 2 | ||
14
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
| 1. | Consisting of 2,038,667 shares of the Company’s common stock indirectly held of record by Jeffrey DeNunzio by and through his proportionate interest in the common stock beneficially owned by CRS Consulting, LLC. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
| |
| 2. | Based on 611,600,000 shares of common stock, par value $0.001 per share, outstanding as of March 15, 2023, as reported on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on March 15, 2023. |
| CUSIP No. 90401U 109 | SCHEDULE 13D |
1
| NAME OF REPORTING PERSON
Paul Moody
| ||
2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ ] | ||
3
| SEC USE ONLY | ||
4
| SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
| ||
5
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
| ||
6
| CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| Sole Voting Power – 0
| |
8
| Shared Voting Power – 6,116,000 | ||
9
| Sole Dispositive Power – 0
| ||
10
| Shared Dispositive Power – 6,116,000 | ||
11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,038,667 1
| ||
12
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13
| PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33% 2 | ||
14
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
| 1. | Consisting of 166,666,667 shares of the Company’s common stock indirectly held of record by Paul Moody and through his proportionate interest in the common stock beneficially owned by CRS Consulting, LLC. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
| |
| 2. | Based on 611,600,000 shares of common stock, par value $0.001 per share, outstanding as of March 15, 2023, as reported on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on March 15, 2023. |
| CUSIP No. 90401U 109 |
SCHEDULE 13D
AMENDMENT NO. 1
The reporting persons named in Item 2 below are hereby jointly filing this Schedule 13D/A (this “Statement”) because, due to certain relationships among the reporting persons, such reporting persons may be deemed to beneficially own some or all of the same securities directly or indirectly acquired from the Company (defined below) by one or more of the reporting persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting persons named in Item 2 below have executed a written agreement relating to the joint filing of this Statement (the “Joint Filing Agreement”), a copy of which is included at the end of this document.
Additional information regarding the April 21, 2023 transaction, resulting in the need to file this Schedule 13D/A on behalf of the reporting person(s), can be viewed in the Form 8-K filed by Ultimate Holdings Group, Inc. on April 26, 2023.
Item 1. Security and Issuer.
This Statement relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Ultimate Holdings Group, Inc., a Nevada corporation (the “Company”). The address of the Company’s principal executive offices is 2-18-23, Nishiwaseda Shinjuku-Ku, Tokyo, Japan, 162-0051.
Item 2. Identity and Background.
| (a) | This Schedule 13D/A is being filed by (i) CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), (ii) Paul Moody, the former Officer of Ultimate Holdings Group, Inc., Jeffrey DeNunzio and Thomas DeNunzio. Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody are equitable members of CRS Consulting, LLC. Thomas DeNunzio is the father of Jeffrey DeNunzio.
CRS, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody are deemed to be the “Reporting Persons” and, may be referred to herein as each a “Reporting Person”). |
| (b) | The address of the business office for each of the Reporting Persons is 780 Reservoir Avenue, #123 Cranston, Rhode Island, 02910. |
| (c) | The principal business of CRS is to act as a holding company for various assets that may be acquired by Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody, collectively.
Mr. Jeffrey DeNunzio is a private business consultant and President of V Financial Group, Inc., a Company that provides issuers with Edgarization and related services.
Mr. Thomas DeNunzio is an entrepreneur and business consultant with experience in business restructuring, mergers and acquisitions.
Mr. Paul Moody is a private business consultant with experience in mergers, acquisitions, and other business related activities. |
| (d) | During the last five (5) years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding violations or similar misdemeanors). |
| (e) | During the last five (5) years, none of the Reporting Persons have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgement, decree, or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | CRS is a Wyoming Limited Liability Company. |
Item 3.�� Source or Amount of Funds or Other Consideration.
On October 12, 2022, 500,000,000 shares of common stock of the Issuer were issued to CRS Consulting, LLC by Predecessor, a non-reporting entity known as Luboa Group Inc (“LBAO”). The shares were issued at par value, $0.001 for services rendered. Subsequently, the Company completed a holding company reorganization (“Reorganization”), on November 15, 2022, with LBAO, that resulted in each share of LBAO issued and outstanding at the time being exchanged for an equivalent amount of shares in the Company. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
On April 21, 2023, Ultimate Holdings Group, Inc., a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), Ultimate Holdings Group, Inc. (“UHGI”) 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. As a result of the aforementioned, as of April 21, 2023, CRS Consulting, LLC holds 6,116,000 shares of the Issuer’s common stock, representing 1.00% of the outstanding common stock of the Issuer.
|
Item 4. Purpose of Transaction.
The shares issued issued to CRS Consulting, LLC were for services rendered and are to be held for investment purposes.
Except to the extent provided in this Statement, none of the Reporting Persons have any current plans or proposals that relate to, or could result in any of the matters referred to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of common stock owned by the Reporting Person is based on 611,600,000 shares of common stock, par value $0.001 per share, outstanding as of March 15, 2023, as reported on the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on March 15, 2023.
| (A) | CRS Consulting, LLC |
| a. | Aggregate number of shares beneficially owned: 6,116,000 |
Percentage: 1.00%
| b. | Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote: 6,116,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 6,116,000
| c. | CRS Consulting, LLC has not effected any transactions in the Company’s Common Stock during the past 60 days, except as described in this Statement. |
| (B) | Thomas DeNunzio |
| a. | Aggregate number of shares beneficially owned: 2,038,667 |
Percentage: 0.33%
| b. | Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote: 6,116,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 6,116,000
| c. | Thomas DeNunzio has not effected any transactions in the Company’s Common Stock during the past 60 days, except as described in this Statement. |
| (C) | Jeffrey DeNunzio |
| a. | Aggregate number of shares beneficially owned: 2,038,667 |
Percentage: 0.33%
| b. | Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote: 6,116,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 6,116,000
| c. | Jeffrey DeNunzio has not effected any transactions in the Company’s Common Stock during the past 60 days, except as described in this Statement. |
| (D) | Paul Moody |
| a. | Aggregate number of shares beneficially owned: 2,038,667 |
Percentage: 0.33%
| b. | Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote: 6,116,000
Sole power to dispose or to direct disposition: 0
Shared power to dispose or to direct disposition: 6,116,000
| c. | Paul Moody has not effected any transactions in the Company’s Common Stock during the past 60 days, except as described in this Statement. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described in this Statement, there are no contracts, arrangements, understandings, or relationships other than as disclosed among the persons named in Item 2 hereof and any other person, with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
| 1 | Joint Filing Agreement is filed herewith. |
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
| Dated: April 27, 2023 | CRS Consulting, LLC
By: /s/ Jeffrey DeNunzio Name: Jeffrey DeNunzio Title: Managing Member
| |
Jeffrey DeNunzio, Individually
By: /s/ Jeffrey DeNunzio Name: Jeffrey DeNunzio
| ||
Thomas DeNunzio, Individually
By: /s/ Thomas DeNunzio Name: Thomas DeNunzio
| ||
Paul Moody, Individually
By: /s/ Paul Moody Name: Paul Moody
|
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons and or parties named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Ultimate Holdings Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. This Joint Filing Agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
| Dated: April 27, 2023 | CRS Consulting, LLC
By: /s/ Jeffrey DeNunzio Name: Jeffrey DeNunzio Title: Managing Member
| |
Jeffrey DeNunzio, Individually
By: /s/ Jeffrey DeNunzio Name: Jeffrey DeNunzio
| ||
Thomas DeNunzio, Individually
By: /s/ Thomas DeNunzio Name: Thomas DeNunzio
| ||
Paul Moody, Individually
By: /s/ Paul Moody Name: Paul Moody
|