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" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. 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. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
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
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, and Director of the Company, at the time known as "Turnkey
Solutions, Inc.".
On October 1, 2020, the Company, at the time known as, "Turnkey Solutions, Inc."
(the "Company" or "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, remain with Predecessor. The Company has
abandoned the business plan of its Predecessor and resumed its former business
plan of a blank check company after completion of the Merger.
Full details pertaining to the Reorganization can be viewed in the Company's
Form 8-K filed with the Securities and Exchange Commission 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 majority
shareholders of Next Meats Co., Ltd.
On the same day, November 18, 2020, Paul Moody resigned from his position 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.
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 now former 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.
On January 28, 2021, our former 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 had 500,000,000 shares of common stock issued and outstanding.
On June 9, 2021 the Company entered into a "Share Cancellation and Exchange
Agreement" (referred to herein as "the Agreement") with Next Meats Co., Ltd., a
Japan Company.
Next Meats Co., Ltd. is a Japanese Company that operates in the "alternative
meat" industry.
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 current
shareholders of Next Meats Co., Ltd. are referred to herein as "NMCO
shareholders".
Pursuant to the Share Cancellation and Exchange Agreement, at the effective time
of the agreement, NXMH shall acquire NMCO as a wholly owned subsidiary and
commensurate with this action, there shall be a conversion of the NXMH
Percentile Share Interest in exchange for the Company's 100% percentile share
interest in NMCO. Immediately prior to the Effective Time, each NMCO shareholder
shall cancel and exchange their percentile share interest in NMCO for an
equivalent percentile share interest in NXMH pursuant to each NMCO shareholder's
pro rata percentage set forth within the chart contained within our Form 8-K,
filed with the Securities and Exchange Commission on September 24, 2021. At the
Effective Time, NMCO shall issue NXMH 1,000 shares of its common stock.
Effective Time: Subject to the provisions of the Agreement, prior to the
Effective Time, NMCO shall utilize reasonable and best commercial efforts to
complete an audit by an accounting firm that is registered with the Public
Company Accounting Oversight Board. Upon completion, NXMH shall prepare and file
a super Form 8-K with the Securities and Exchange Commission ("SEC"), including
Form 10 information on behalf of NMCO. The Agreement shall become effective upon
the issuance by NMCO of the 1,000 shares of its common stock to NXMH, which
shall not occur until such time as the Super Form 8-K is complete and ready to
be filed with the SEC (the date and time the Agreement becomes effective being
referred to herein as the "Effective Time"). At the Effective Time, NXMH will
operate through NMCO. NMCO is a Japanese Company that operates in the
"alternative meat" industry. It currently offers, and plans to continue to
offer, artificial chicken and beef products made from meat substitutes.
The aforementioned parties hereto 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.
Full details of the agreement can be found in the company's 8-K filed on June 9,
2021.
On July 20, 2021, Catapult Solutions, Inc., a Nevada Corporation ("CPSL"),
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 CPSL's Series Z Preferred Stock, representing approximately 81.20%
voting control of Catapult Solutions, Inc.; 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 Catapult
Solutions, Inc., with WKC and NXMH, becoming the largest controlling
stockholders of Catapult Solutions, Inc. Subsequent to the above, Catapult
Solutions, Inc. changed its name to Dr. Foods, Inc.
On December 16, 2021, the Company filed a Form 8-K to disclose, amongst other
things, that the effective time of the aforementioned Share Cancellation and
Exchange Agreement was December 16, 2021. The Form 8-K filed on December 16,
2021 with the Securities and Exchange Commission included Form 10 like
information.
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.
On December 28, 2021, Ryo Shirai resigned as our Chief Executive Officer and was
appointed Chairman of the Board of Directors It should be noted he was
previously a Director, but now also serves as Chairman of the Board of
Directors. Previously, there was no designated Chairman of the Board of
Directors.
The resignation of Mr. Ryo Shirai, as Chief Executive Officer, was not the
result of any disagreement with the Company on any matter relating to its
operations, policies, or practices.
On December 28, 2021, Mr. Koichi Ishizuka was appointed Chief Executive Officer
of the Company.
On December 28, 2021, we filed an amendment to our Articles of Incorporation
with the Nevada Secretary of State, resulting in an increase to our authorized
shares of Common Stock from 500,000,000 to 1,000,000,000.
On or about December 29, 2021, we sold 270,929 shares of restricted Common Stock
to Demic Co., Ltd.., a Japanese Company, at a price of $2.00 per share of Common
Stock. The total subscription amount paid by Demic Co., Ltd. was approximately
$541,858.
The above transaction was approved by the Chief Executive Officer of Demic Co.,
Ltd., Tadayoshi Masutomi. Demic Co., Ltd. is not considered a related party to
the Company.
The proceeds from the above sale of shares are to be used by the Company for
working capital.
On or about December 29, 2021, we sold 882,257 shares of restricted Common Stock
to Kiyoshi Kobayashi, a Japanese Citizen, at a price of $2.00 per share of
Common Stock. The total subscription amount paid by Kiyoshi Kobayashi was
approximately $1,764,513.
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).
Liquidity and Capital Resources
Our cash balance is $65,887 as of October 31, 2021. Our cash balance is not
sufficient to fund our limited levels of operations for any period of time. In
order to implement our plan of operations for the next twelve-month period, we
require further funding. 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.
Assets
As detailed within our balance sheet, the majority of our assets are currently,
as of October 31, 2021, Preferred Stock we hold in Dr. Foods, Inc., formerly
known as, "Catapult Solutions, Inc." The value of the Preferred stock we hold in
Dr. Foods, Inc. is recorded, as of October 31, 2021, as having a value of
$187,500. Our other assets, as of October 31, 2021 are comprised of cash and
cash equivalents in the amount of $65,887, accounts receivable, other of $$794
and inventory of $6,089. The inventory recorded as of October 31, 2021 is
comprised of alternative meat products held by our subsidiary NextMeats France.
Net Loss
We have recorded a net loss of $18,622 for the three months ended October 31,
2021 and $2,350 for the three months ended October 31, 2020. We have recorded a
net loss of $30,907 for the six months ended October 31, 2021 and $4,200 for the
six months ended October 31, 2020.
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.
As of October 31, 2021, the Company had not established any source of revenue to
cover its operating costs. 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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