Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 8, 2021 our majority shareholder, Next Meats Co., Ltd., a Japan
Company, along with our Board of Directors, comprised of Mr. Koichi Ishizuka,
Mr. Ryo Shirai, and Mr. Hideyuki Sasaki, took action to ratify, affirm, and
approve a name change of the Company from Turnkey Solutions, Inc., to Next Meats
Holdings, Inc. The Company filed a Certificate of Amendment with the Nevada
Secretary of State ("NVSOS") to enact the name change with an effective date of
January 19, 2021. This was previously disclosed in the Form 8-K we filed on
January 25, 2021.
Also on January 8, 2021, our majority shareholder Next Meats Co., Ltd., along
with our Board of Directors took action to ratify, affirm, and approve a change
of the Company's ticker symbol from TKSI to NXMH.
Pursuant to the above, the Company carried out a FINRA corporate action. As a
result of the aforementioned actions the Company's CUSIP number was changed from
90043H102 to 65345L 100. The change in CUSIP, name change, and symbol change
were posted on the FINRA daily list on January 25, 2021 with a market effective
date of January 26, 2021.
Item 8.01 Other Events.
On January 27, 2020 Next Meats Co., Ltd., our controlling shareholder, issued a
press release announcing that Next Meats Co. Ltd. had "gone public on the
American OTC Market this week as Next Meats Holdings, Inc. (NXMH)". Following
the release, the Company discovered errors in the disclosure including, but not
limited to, the fact that Next Meats Co. Ltd. had not completed any business
combination with the Company. The error occurred because internal staff at Next
Meats, Co., Ltd. incorrectly translated the press release drafted in Japanese to
the news wire service who ultimately published the news release. Next Meats Co.,
Ltd. will post an amended and corrected press release with the news wire
service.
For additional clarification, it should be noted that the Company, Next Meats
Holdings Inc., and our controlling shareholder, Next Meats Co., Ltd., have
engaged in informal discussions regarding a possible merger and/or acquisition,
which could result in Next Meats Co., Ltd. becoming a wholly owned subsidiary of
the Company. However, these verbal discussions are, as of the present date,
informal and speculative, and no material steps have been taken to effect this
action in any capacity.
On January 28, 2021, our majority shareholder, Next Meats Co., Ltd., along with
our Board of Directors took action to ratify, affirm, and approve the issuance
of 452,352,298 shares of restricted common stock to Next Meats Co., Ltd. The
shares were issued for services rendered to the Company. Following this issuance
we now have 500,000,000 shares of common stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Certificate of Incorporation effective January 19,
2021
3.2 Amended Bylaws *
*Filed herewith.
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