ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 11, 2021, we, through our wholly owned subsidiary Dr. Foods Co.,
Ltd., entered into and consummated a "Collaboration Agreement" with Next Meats
Co., Ltd., a Japan company that shares common management with the Company, to
co-develop new food products and subsequently offer them for sale. Next Meats
Co., Ltd. operates in the "alternative meat" industry. It currently offers, and
plans to continue to offer, amongst other things, artificial chicken and beef
products made from meat substitutes.
The Collaboration Agreement is for a period of two years, and may be renewed
thereafter under the same terms for additional one year terms unless terminated
in writing, with three months' notice, by either party. The Collaboration
Agreement, amongst other things, details the terms and conditions by which Next
Meats Co., Ltd. and Dr. Foods Co., Ltd. may co-develop, cooperate and contribute
towards the development of new products and technologies. The specific allotment
of tasks per project will be determined in writing by each party at the outset
of collaborative efforts. Dr. Foods Co., Ltd. will primarily, although not
exclusively, contribute to research and development, and Next Meats Co., Ltd.
will primarily, although not exclusively, contribute to distribution of new
products/technologies. Costs pursuant to the collaborative efforts of the
partners, will be the respective responsibility of the party responsible for
fulfilling such tasks.
Dr. Foods Co., Ltd., a Japan Company, intends to conduct research and
development of new food products pursuant to the Collaboration Agreement via its
three new executive officers, all of whom were appointed on October 11th of
2021. Additional information regarding the background and experience of these
three individuals can be found herein beginning on page 7. From time to time we
may refer to these three individuals as "Scientists".
The Collaboration Agreement is attached herein in its entirety as exhibit 10.1.
Related Party Disclosure
Next Meats Holdings, Inc., a Nevada Company and White Knight Co., Ltd., a Japan
Company, collectively are our majority shareholders. Next Meats Holdings, Inc.
is pending completion of an acquisition of Next Meats Co., Ltd. At this time the
aforementioned acquisition is not yet effective.
Koichi Ishizuka is the Chief Financial Officer of Next Meats Co., Ltd. and Next
Meats Holdings, Inc. He is also our sole officer and Director. Koichi Ishizuka
also has control over White Knight Co., Ltd., a Japan Company. He also serves as
sole officer and Director of White Knight Co., Ltd.
Given the pending acquisition of Next Meats Co., Ltd. by Next Meats Holdings,
Inc. is not yet completed (effective), it should be noted that as of the current
date, majority control of Next Meats Co., Ltd. remains controlled collectively
by Ryo Shirai, Hideyuki Sasaki, and Koichi Ishizuka (personally and via
ownership of White Knight Co., Ltd., a Japan Company). At this time Next Meats
Holdings, Inc. is owned and controlled by Next Meats Co., Ltd.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
As disclosed in our Form 8-K filed on October 5, 2021, we incorporated Dr. Foods
Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We
intend to utilize Dr. Foods Co., Ltd. to, amongst other things, act as an
importer, reseller, developer, and manufacturer of various food products that we
may develop in the future. At this time we operate exclusively through our
wholly owned subsidiary, Dr. Foods Co., Ltd.
Upon execution of the "Collaboration Agreement" entered into by our wholly owned
subsidiary, Dr. Foods Co., Ltd., with Next Meats Co., Ltd., a Japan Company, (as
described in Item 1.01 above), and commensurate with a notable increase in the
level of our business operations, we have ceased our status as a "shell
company", as defined in Rule 12b-2 under the Exchange Act of 1934, as amended
(the "Exchange Act").
As we are no longer a shell company, we have set forth herein the information,
including the information with respect to our new operations, that would be
required if we were filing a general form for registration of securities on Form
10 under the Exchange Act, reflecting our common stock in this Report on Form
8-K.
ITEM 8.01 OTHER EVENTS
Currently, as of the filing date of this report, the Company is pending a FINRA
corporate action to effectuate a name change from Catapult Solutions, Inc. to
Dr. Foods, Inc., and to change our ticker symbol.
The legal date of our name change, August 24, 2021, will differ from the market
release date when posted on FINRA's daily list. An 8-K will be filed with the
Commission after completion of our corporate actions that will detail the new
CUSIP number for our common stock and ticker symbol.
While we have no assurances, we believe that the aforementioned FINRA corporate
action will be completed within the next few weeks.
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FORM 10 DISCLOSURE
As disclosed elsewhere in this report, the Company entered into and consummated
a Collaborative Agreement with Next Meats Co., Ltd., which caused the Company to
cease being defined as a "shell company" under the Securities Act of 1933, as
amended. The Company has hereby elected to include herein, Form 10 like
information as though the registrant was filing a general form for registration
of securities on Form 10. Accordingly, we are providing below the information
that would be included in a Form 10.
Business
Corporate History
We, Dr. Foods, Inc., were originally incorporated in the state of Nevada on
February 26, 2021, under the name Catapult Solutions, Inc.
On February 26, 2021, Jeffrey DeNunzio was appointed Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer and Director.
The Company was created for the sole purpose of participating in a Nevada
holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230
and NRS 92A.250. The constituent corporations in the Reorganization were Ambient
Water Corporation ("AWGI" or "Predecessor"), Catapult Solutions, Inc.
("Successor"), and Catapult Merger Sub, Inc. ("Merger Sub"). Jeffrey DeNunzio
was the sole director/officer of each constituent corporation in the anticipated
Reorganization.
Catapult Solutions, Inc. issued 1,000 common shares of its common stock to
Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult
Solutions, Inc. immediately prior to the Reorganization. As such, immediately
prior to the merger, Catapult Solutions, Inc. became a wholly owned direct
subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and
direct subsidiary of Catapult Solutions, Inc.
Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed
Articles of Merger with the Nevada Secretary of State. The merger became
effective on April 28, 2021, at 4:00 PM EST ("Effective Time"). At the Effective
Time, Predecessor was merged with and into Merger Sub (the "Merger), and
Predecessor became 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
Catapult Solutions, Inc.'s common stock. At the time of the merger, 10,000
shares of Series Z Preferred Stock were issued to CRS Consulting, LLC, a Wyoming
LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody,
for services rendered to the Company. Series Z Preferred Stock has no conversion
rights to any other class, and every vote of Series Z Preferred Stock has voting
rights equal to 1,000,000 votes of Common Stock.
Catapult Solutions, Inc., as successor issuer to Ambient Water Corporation,
continued to trade in the OTC MarketPlace under the previous ticker symbol
"AWGI" until the new ticker symbol "CPSL" for the Company was released into the
OTC MarketPlace on April 30, 2021. The Company was given a new CUSIP Number by
CUSIP Global Services for its common stock of 14903C102.
Concurrently, with the reorganization mentioned above, the Company cancelled all
of its stock held in Ambient Water Corporation resulting in Catapult Solutions,
Inc. becoming a stand-alone company.
On July 20, 2021, the Company entered into a Share Purchase Agreement (the
"Agreement") by and among CRS Consulting, LLC, a Wyoming Limited Liability
Company ("CRS"), White Knight Co., Ltd., a Japan Company ("WKC"), and Next Meats
Holdings, Inc., a Nevada Company ("NXMH"), pursuant to which, on July 23, 2021,
("Closing Date"), CRS sold 10,000 shares of the Company's Series Z Preferred
Stock, representing approximately 81.20% voting control of the Company; 5,000
shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of
Series Z Preferred Stock were transferred to NXMH. WKC and NXMH paid
consideration of three hundred seventy-five thousand dollars ($375,000) (the
"Purchase Price"). The consummation of the transactions contemplated by the
Agreement resulted in a change in control of the Company, with WKC and NXMH,
becoming the Company's largest controlling stockholders.
On the Closing Date, July 23, 2021, Mr. Jeffrey DeNunzio resigned as the
Company's Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer. In addition, Mr. DeNunzio resigned as Director on the
Closing Date and his resignation was 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. Koichi Ishizuka was appointed
as the Company's Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer, and Director. Mr. Ishizuka's appointment as Director was
effective upon the 10th day after the mailing of the Company's information
statement on Schedule 14f-1 to the Company's stockholders.
A Certificate of Amendment to change our name from "Catapult Solutions, Inc." to
"Dr. Foods, Inc." was filed with the Nevada Secretary of State on August 24,
2021 with an effective date of the date of submission.
The legal date of our name change, August 24, 2021, will differ from the market
release date when posted on FINRA's daily list.
An 8-K will be filed with the Commission after completion of our corporate
actions that will detail the new CUSIP number for our common stock and ticker
symbol.
On or about September 17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan
Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr.
Foods Co., Ltd. to, amongst other things, act as an importer, reseller,
developer, and manufacturer of various food products that we may develop in the
future. We now operate exclusively through Dr. Foods Co., Ltd. and share the
same business plan as that of Dr. Foods Co., Ltd.
On October 11, 2021, we, through our wholly owned subsidiary Dr. Foods Co.,
Ltd., entered into and consummated a "Collaboration Agreement" with Next Meats
Co., Ltd., a Japan company that shares common management with the Company, to
co-develop new food products and subsequently offer them for sale. Next Meats
Co., Ltd. operates in the "alternative meat" industry. It currently offers, and
plans to continue to offer, amongst other things, artificial chicken and beef
products made from meat substitutes.
The Collaboration Agreement is for a period of two years, and may be renewed
thereafter under the same terms for additional one year terms unless terminated
in writing, with three months' notice, by either party. The Collaboration
Agreement, amongst other things, details the terms and conditions by which Next
Meats Co., Ltd. and Dr. Foods Co., Ltd. may co-develop, cooperate and contribute
towards the development of new products and technologies. The specific allotment
of tasks per project will be determined in writing by each party at the outset
of collaborative efforts. Dr. Foods Co., Ltd. will primarily, although not
exclusively, contribute to research and development, and Next Meats Co., Ltd.
will primarily, although not exclusively, contribute to distribution of new
products/technologies. Costs pursuant to the collaborative efforts of the
partners, will be the respective responsibility of the party responsible for
fulfilling such tasks.
Dr. Foods Co., Ltd., a Japan Company, intends to conduct research and
development of new food products pursuant to the Collaboration Agreement via its
three new executive officers, all of whom were appointed on October 11th of
2021. Additional information regarding the background and experience of these
three individuals can be found herein beginning on page 7. From time to time we
may refer to these three individuals as "Scientists".
The Collaboration Agreement is attached herein in its entirety as exhibit 10.1.
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Plant-based Food Industry
In Japan, 'how the nation eats' has led the country's food self-sufficiency to a
record low and we believe this threatens the country's future food security.
Among the challenges the country faces, the population's unsustainable meat
consumption has become a priority. With demand for plant-based meat in Japan
growing strong, we believe green protein could offer a sustainable solution
going forward.
Since March 2020, the novel coronavirus pandemic has deeply disrupted Japan's
meat import volumes from the United States and Australia with a significant drop
(over 84% in June only) compared to 2019. This unprecedented crisis could be the
wake-up call Japan needs to consider a more sustainable food supply system.
Parallel to the decline of meat imports, plant-based meat appeared a suitable
and sustainable alternative to animal products in Japan. We believe what used to
be a niche market for a long time is now becoming more widely accepted to those
that may have previously been skeptical.
Today, Japan's appetite for meat has grown to the point where the country's
domestic production can barely satisfy half of the country's demand. In 2018,
Japanese consumers ate nearly 20% more meat than two decades ago and roughly
160% more than in 1975.
The shrunken domestic production, land scarcity, heavy reliance on imports-the
environmental costs associated with such dietary choices-have forced Japan to
rethink its carnivorous diet. We believe the country needs to consider more
sustainable food consumption where both local and global food security are not
compromised. We believe ensuring food security is one of Japan's top policy
objectives. Numerous strategic measures and community programs have been crafted
to improve food education and encourage responsible food choices.
In 2020, Japan's Ministry of Agriculture, Forestry, and Fisheries (MAFF)
established a "Food Tech Study Group" to diversify protein sources in the
Japanese diet. As part of their action 'menu', the group has worked and
continues to work on increasing plant-based meat consumption in Japan.
In 2019, the Japan Meat Information Service Center conducted a survey that
revealed that at least 50% of the population was aware of products alternative
to meat. The overall image of plant-based meat substitutes was also seemingly
positive. Nearly 60% of the respondents were ready to or willing to consume
greener for their health and the planet.
A year later, another study specifically conducted on soy-based meat showed that
consumer awareness jumped to over 70%. By August 2020, at least 1 out of 4
consumers had tasted a vegetable alternative to meat once. The figures further
revealed that consumers cook plant-based meat at home (68%) but also eat meat
substitutes at restaurants (30%) and cafes (18.2%).
The rising awareness of meat alternatives isn't unique to Japan but is part of a
global movement, with the Asia-Pacific region as the fastest-growing market.
Experts forecast a growth rate of at least 9.4% a year until 2025 in that region
only.
Source:
https://www.gourmetpro.co/blog/plant-based-meat-gaining-steam-as-sustainable-food-source-japan
Business Information
On or about September 17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan
Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr.
Foods Co., Ltd. to, amongst other things, act as an importer, reseller,
developer, and manufacturer of various food products that we may develop in the
. . .
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Note: The information contained herein is not supplemented by any additional
financial information herein as we have not partaken in a merger or engaged in
any acquisition that would require we include such additional financial
statements. Current financial information as it pertains to the Company can be
found within the Company's available SEC filings.
EXHIBITS TO FORM 8-K
Exhibit Number Description of Exhibit
3.1 Articles of Incorporation (1)
3.11 Amendment to our Certificate of Incorporation (2)
3.2 Bylaws (1)
10.1 Collaboration Agreement (3)
(1) Incorporated herein by reference to the Form 10-12G/A originally filed on
June 24, 2021.
(2) Incorporated herein by reference to the Form 8-K originally filed on August
25, 2021.
(3) Filed herewith.
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