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 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.
Company Overview
Corporate History
Catapult Solutions, Inc. (we, us, our, the "Company" or the "Registrant") was
incorporated in the State of Nevada on February 26, 2021. On the same date,
Jeffrey DeNunzio was appointed the sole Officer and Director of the Company.
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"). Our director 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 ("Successors") 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.
Our Common Stock is quoted on the OTC Markets Group Inc.'s Pink® Open Market
under the symbol "CPSL".
On April 28, 2021, after the completion of the Holding Company Reorganization,
we cancelled all of the stock held in Ambient Water Corporation resulting in
Ambient Water Corporation as a stand alone company. Pursuant to the holding
company merger agreement and effects of merger, all of the assets and
liabilities, if any, remain with Ambient Water Corporation after the subsequent
restructuring. Jeffrey DeNunzio, the Director of Ambient Water Corporation, did
not discover any assets of Ambient Water Corporation from the time he was
appointed Director until the completion of the Holding Company Reorganization
and subsequent separation of Ambient Water Corporation as a stand-alone
company.
At the Effective Time of Reorganization and following the subsequent separation
of Ambient Water Corporation as a stand-alone company, all assets and
liabilities of Ambient Water Corporation, if any remain with Ambient Water
Corporation.
Nevada merger statute NRS 92A.250 and the language contained on page 3 of the
"Agreement and Plan of Merger," attached herein as exhibit 10.1, articulates
that vesting of assets and liabilities shall vest in Ambient Water Corporation
as the surviving corporation in the downstream merger by and between Ambient
Water Corporation and Catapult Merger Sub, Inc. The Registrant did not assume
any debt of Ambient Water Corporation by the conversion of securities held by
the former shareholders of Ambient Water Corporation into the identical and
equivalent securities of the Registrant.
There is no business relationship between Ambient Water Corporation and the
Registrant after the foregoing separation.
On July 20, 2021, Catapult Solutions, Inc., a Nevada Corporation, 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.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi
Ishizuka. The majority shareholder of Next Meats Holdings, Inc., a Nevada
Company, is Next Meats Co., Ltd. Next Meats Holdings, Inc. is currently an SEC
reporting company. WKC and NXMH are currently our majority shareholders.
Except as described herein, there were no arrangements or understandings among
former and new control parties with respect to the election of directors or
other matters. As required to be disclosed by Item 403(c), there are no
arrangements, known to the Company, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.
The Company intends to serve as a vehicle to affect an asset acquisition,
merger, exchange of capital stock or other business combination with a domestic
or foreign business. As of the date of this report, the Company had not yet
commenced any such operations.
We use the home office space of our director at no cost.
The Company has been engaged in organizational efforts and obtaining initial
financing. The Company seeks to serve as a vehicle to pursue a business
combination and has made no efforts thus far to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. The business purpose of
the Company is to seek the acquisition of or merger with an existing company.
The Company is an "emerging growth company" ("EGC"), that is exempt from certain
financial disclosure and governance requirements for up to five years as defined
in the Jumpstart Our Business Startups Act (the JOBS Act), that eases
restrictions on the sale of securities; and increases the number of shareholders
a company must have before becoming subject to the U.S. Securities and Exchange
Commissions (SEC's) reporting and disclosure rules (See Emerging Growth
Companies Section Below).
The Company has elected March 31st as its year end.
Liquidity and Capital Resources
Our cash balance is $0 as of June 30, 2021. We have been utilizing funds from
our former Chief Executive Officer, Jeffrey DeNunzio, and may, in the future,
utilize funds from Koichi Ishizuka, our current Chief Executive Officer.
Mr. Ishizuka 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 may 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.
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.
Revenues
The company has generated no revenue to date, as the company is blank check
shell company.
Net Income
We recorded net loss of $1,003,425 for the three months ended June 30, 2021.
Cash flow
For the three months ended June 30, 2021, we had negative cash flows from
operating activities in the amount of $5,250. For the three months ended June
30, 2021, we had net cash flows from financing activities in the amount of
$5,250.
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 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.
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