ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As previously disclosed in our Form 8-K filed on June 9, 2021, we entered into a "Share Cancellation and Exchange Agreement" (referred to herein as "the Agreement") with Next Meats Co., Ltd. A full copy of the agreement is attached as Exhibit 10.1 to the aforementioned Form 8-K.

Next Meats Co., Ltd. is referred to herein as "NMCO", and Next Meats Holdings, Inc., is referred to herein as "the Company", and or "NXMH". The shareholders of Next Meats Co., Ltd., prior to effectiveness of the aforementioned agreement, are referred to herein as "NMCO shareholders".

Pursuant to the Agreement, and at the Effective Time of the Agreement, which is commensurate and equates to the filing of this Form 8-K, NXMH shall acquire NMCO resulting in NMCO as a wholly owned subsidiary of NXMH. Immediately prior to the effective time (defined below), each NMCO shareholder shall cancel and exchange their percentile share interest in NMCO for an equivalent percentile share interest in NXMH. The cancellation and exchange shall be conducted and equivalent pursuant to each NMCO shareholder's pro rata percentage set forth in the table below (the "Cancellation and Exchange"). At the Effective Time, NMCO shall issue NXMH 1,000 shares of its common stock to NXMH resulting in NMCO as a wholly owned subsidiary of NXMH.

Effective Time: The aforementioned Agreement is to be effective commensurate with the filing of this Form 8-K. At the effective time, NMCO issued 1,000 shares of its common stock to NXMH. As a result, Next Meats Co., Ltd. is now a 100% wholly owned subsidiary of the Company (NXMH).

The aforementioned parties intend that the reorganization contemplated by this Agreement shall constitute a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code.

The chart below indicates, amongst other data, the resulting issuance of shares of NXMH to each, now former, shareholder of Next Meats Co., Ltd. following the Effective Time of the Share Cancellation and Exchange Agreement. Prior to the Effective Time, NMCO was comprised of the following parties:



      NAME OF SHAREHOLDER          APPROXIMATE     SHARES   PRO RATA COMMON SHARES
                                    PERCENTILE    OWNED OF   OF NXMH TO BE ISSUED
                                 SHARES OWNED OF    NMCO    TO NMCO SHAREHOLDER AT
                                  NMCO (PRIOR TO  (PRIOR TO   THE EFFECTIVE TIME
                                  THE EFFECTIVE   EFFECTIVE
                                      TIME)         TIME)
Ryo Shirai                           33.4643%      37,402        163,088,842
Hideyuki Sasaki                      33.4643%      37,402        163,088,842
White Knight Co., Ltd.               19.0575%      21,300         92,877,182
(owned and controlled by Koichi
Ishizuka)
Koichi Ishizuka                      4.2946%        4,800         20,930,069
Kiyoshi Noda                         1.9666%        2,198         9,584,227
Rei Ishizuka                         1.9666%        2,198         9,584,227
Michihito Inoue                      1.4315%        1,600         6,976,690
Ryonetsu Kogyou co., ltd             0.8947%        1,000         4,360,431
(Represented by Mitsugu Kondo,
CEO)
Hideya Marukawa                      0.7158%         800          3,488,345
Keiichi Yogo                         0.7158%         800          3,488,345
Tomonori Yoshinaga                   0.5368%         600          2,616,259
SJ Capital Co., Ltd.                 0.5073%         567          2,472,364
(Represented by Takeshi
Sugisawa)
Okakichi Co., Ltd (Represented       0.3275%         366          1,595,918
by Shigeru Okada, CEO)
CX Inc.                              0.2988%         334          1,456,384
(Represented by Hiromichi Furui,
CEO)
HEXEL Works, Inc.                    0.2684%         300          1,308,129
(Represented by Yoichi Nagai,
CEO)
THREWAYS, Inc.                       0.0895%         100           436,044
(Represented by GENKI HIRAI,
CEO)
Total                               100.0000%      111,767       487,352,298

Following the Effective Time of the Share Cancellation and Exchange Agreement, December 16, 2021, Next Meats Co., Ltd. became a 100% wholly owned subsidiary of the Company. Next Meats Co., Ltd. is no longer our controlling shareholder and any shares previously held by Next Meats Co., Ltd. of the issuer have subsequently been cancelled and returned to treasury, and are no longer deemed to be issued and outstanding.

The quantities of stock of NXMH, detailed within the above table, have been issued to the respective parties pursuant to the Share Cancellation and Exchange Agreement.

Following the above, Ryo Shirai, Hideyuki Sasaki, and Koichi Ishizuka (directly and indirectly through White Knight Co., Ltd.), collectively now own and control 439,984,935 shares of our common stock.

As of the current date, and following the Share Cancellation and Exchange Agreement, we now have 500,000,000 shares of common stock issued and outstanding.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

As noted above, and as a result of the consummation of the Share Cancellation and Exchange Agreement, Ryo Shirai, Hideyuki Sasaki, and Koichi Ishizuka (directly and indirectly through White Knight Co., Ltd.), collectively now own and control approximately 439,984,935 shares of our common stock. We currently have a total of 500,000,000 shares of common stock issued and outstanding.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Upon the Effective Time of the Share Cancellation and Exchange Agreement, December 16, 2021, we ceased our status as a "shell company", as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act"). We now operate through Next Meats Co., Ltd., a Japan Company, in addition to our existing subsidiary, NextMeats France, a French Company.

We also retain approximately 40.6% voting control of Dr. Foods, Inc., a Nevada Company. Collectively, we along with White Knight Co., Ltd., a Japan Company, have approximately 81.20% voting control of Dr. Foods, Inc. Our Chief Financial Officer, Koichi Ishizuka, owns and controls White Knight Co., Ltd.

The Company and Dr. Foods, Inc. intend to co-develop new food products and subsequently offer them for sale to both distributors and consumers alike.

Next Meats Co., Ltd. is a Japanese Company that 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 product offerings from Next Meats Co., Ltd. are currently sold to various food distributors, supermarkets, and restaurant groups.

We intend to utilize NextMeats France to, amongst other things, operate as a reseller and distributor, in France and throughout Europe, for food products currently offered by Next Meats Co., Ltd., a Japanese Company.

Going forward, we intend to operate through and act as a holding company for our two current subsidiaries. We also share the same business objectives as our wholly owned subsidiaries, which is the development, sale, and distribution of alternative meat products to customers across the globe. We also intend to further our business objectives in conjunction with our partnership with Dr. Foods, Inc.

Our business objectives are described in greater detail beginning on page 6.

Given we are no longer a shell company as a result of our acquisition of Next Meats Co., Ltd., which has considerable operations, assets, and revenue, 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.





                                      -3-

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  Table of Contents



                               FORM 10 DISCLOSURE

As disclosed elsewhere in this report, the Company has entered into and now consummated a Share Cancellation and Exchange Agreement, resulting in the acquisition of Next Meats Co., Ltd., which caused the Company to cease being defined as a "shell company" under the Securities Act of 1933, as amended. Item 2.01(f) of Form 8-K requires that if a registrant was a shell company, immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were 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 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the closing of the Share Cancellation and Exchange Agreement, except that information relating to periods prior to the date of the Share Cancellation and Exchange Agreement only relates to the Company, unless otherwise specifically indicated.





                                    Business



Corporate History

Next Meats Holdings, Inc. (we, us, our, or the "Company"), formerly known as Turnkey Solutions, Inc., was incorporated on April 15, 2020 in the State of Nevada.

On April 15, 2020, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company.

On October 1, 2020, the Company, also referred to herein as the "Successor", announced on Form 8-K plans to participate in a holding company reorganization ("the Reorganization" or "Merger") with Intermedia Marketing Solutions, Inc. ("IMMM" or "Predecessor") and Intermedia Marketing Solutions Merger Sub, Inc. ("Merger Sub") collectively (the "Constituent Corporations") pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Intermedia Marketing Solutions, Inc. and Intermedia Marketing Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.

The effective date and time of the Reorganization was October 28, 2020 at 4PM PST (the "Effective Time"). The entire plan of Merger is on file with Nevada Secretary of State ("NSOS") and included in the Articles of Merger pursuant to NRS 92A.200 Nevada Secretary of State ("NSOS") and attached to and made a part thereof to the Articles of Merger pursuant to NRS 92A.200 filed with NSOS on October 16, 2020. At the Effective Time, Predecessor merged with and into its indirect and wholly owned subsidiary, Merger Sub with Predecessor as the surviving corporation resulting in Predecessor as a wholly owned subsidiary of the Company.

Concurrently and after the Effective Time, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The assets and liabilities of Predecessor, if any, remained with Predecessor. Following the reorganization, the Company abandoned the business plan of its Predecessor and resumed its former business plan of a blank check company after completion of the Merger. It should be noted that the Company is no longer deemed to be a black check company at this time.

Full details pertaining to the Reorganization can be viewed in the Company's Form 8-K filed on October 29, 2020.

On November 18, 2020 our former controlling shareholder, Flint Consulting Services, LLC sold 35,000,000 shares of common stock to Next Meats Co., Ltd. a Japan Company. The Purchase Price was paid with personal funds of the now former majority shareholders of Next Meats Co., Ltd.

On the same day, November 18, 2020, Paul Moody resigned from his positions of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director.

Simultaneous to Paul Moody's resignations, Ryo Shirai was appointed as our Chief Executive Officer and Director, Hideyuki Sasaki as our Chief Operating Officer and Director, and Koichi Ishizuka as our Chief Financial Officer and Director.

On January 8, 2021 our majority shareholder at the time, 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 then 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 corporate action, the Company's CUSIP number for its common stock was changed from 90043H102 to 65345L100. 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.

On January 28, 2021, our then 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, there were 500,000,000 shares of common stock issued and outstanding.

On June 9, 2021 Next Meats Holdings, Inc. entered into a "Share Cancellation and Exchange Agreement" (referred to herein as "the Agreement") with Next Meats Co., Ltd. A full copy of the agreement is attached as Exhibit 10.1 to our Form 8-K filed on June 9, 2021.

Next Meats Co., Ltd. is referred to herein as "NMCO", and Next Meats Holdings, Inc., is referred to herein as "the Company", and or "NXMH". The shareholders of Next Meats Co., Ltd., prior to effectiveness of the aforementioned agreement, are referred to herein as "NMCO shareholders".

Pursuant to the Agreement, and at the Effective Time of the Agreement, which is commensurate and equates to the filing of this Form 8-K, NXMH shall acquire NMCO resulting in NMCO as a wholly owned subsidiary of NXMH. Immediately prior to the effective time (defined below), each NMCO shareholder shall cancel and exchange their percentile share interest in NMCO for an equivalent percentile share interest in NXMH. The cancellation and exchange shall be conducted and equivalent pursuant to each NMCO shareholder's pro rata percentage set forth in the table below (the "Cancellation and Exchange"). At the Effective Time, NMCO shall issue NXMH 1,000 shares of its common stock to NXMH resulting in NMCO as a wholly owned subsidiary of NXMH.

Effective Time: The aforementioned Agreement is to be effective commensurate with the filing of this Super 8-K, December 16, 2021. At the effective time, NMCO issued 1,000 shares of its common stock to NXMH. As a result, at the Effective Time, Next Meats Co., Ltd. became a 100% wholly owned subsidiary of the Company (NXMH).

The aforementioned parties intend that the reorganization contemplated by this Agreement shall constitute a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code.





                                      -4-

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Table of Contents

The chart below indicates, amongst other data, the resulting issuance of shares of NXMH to each, now former, shareholder of Next Meats Co., Ltd. following the Effective Time of the Share Cancellation and Exchange Agreement. Prior to the Effective Time, NMCO was comprised of the following parties:



      NAME OF SHAREHOLDER          APPROXIMATE     SHARES   PRO RATA COMMON SHARES
                                    PERCENTILE    OWNED OF   OF NXMH TO BE ISSUED
                                 SHARES OWNED OF    NMCO    TO NMCO SHAREHOLDER AT
                                  NMCO (PRIOR TO  (PRIOR TO   THE EFFECTIVE TIME
                                  THE EFFECTIVE   EFFECTIVE
                                      TIME)         TIME)
Ryo Shirai                           33.4643%      37,402        163,088,842
Hideyuki Sasaki                      33.4643%      37,402        163,088,842
White Knight Co., Ltd.               19.0575%      21,300         92,877,182
(owned and controlled by Koichi
Ishizuka)
Koichi Ishizuka                      4.2946%        4,800         20,930,069
Kiyoshi Noda                         1.9666%        2,198         9,584,227
Rei Ishizuka                         1.9666%        2,198         9,584,227
Michihito Inoue                      1.4315%        1,600         6,976,690
Ryonetsu Kogyou co., ltd             0.8947%        1,000         4,360,431
(Represented by Mitsugu Kondo,
CEO)
Hideya Marukawa                      0.7158%         800          3,488,345
Keiichi Yogo                         0.7158%         800          3,488,345
. . .

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Incorporated herein by reference. Please refer to the above financial statements in their entirety beginning on page 17.





                              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)
3.12             Amendment to our Certificate of Incorporation   (3)
3.2              Bylaws   (1)
10.1             Share Cancellation and Exchange Agreement   (4)

(1) Filed as an exhibit to the Company's Form 10-12G, as filed with the SEC on May 8, 2020, and incorporated herein by this reference.

(2) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on September 21, 2020, and incorporated herein by this reference.

(3) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on January 29, 2021, and incorporated herein by this reference.

(4) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on June 9, 2021, and incorporated herein by this reference.

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