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 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, 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.

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.

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 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 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, (defined below) 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 on the chart below (the "Cancellation and Exchange"). 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.

We were, and are, a party to the Share Cancellation and Exchange Agreement entered into on June 9, 2021 and later consummated on December 10, 2021. The Share Cancellation and Exchange Agreement is detailed in our Form 8-K filed with the Securities and Exchange Commission on December 10, 2021. Following the Effective Time of the aforementioned agreement, the parties listed on page 5 of the aforementioned Form 8-K ceased to be shareholders of Next Meats Co., Ltd. and the sole shareholder of Next Meats Co., Ltd. became, and is now, Next Meats Holdings, Inc., holding 1,000 shares of our common stock, which constitutes 100% of our issued and outstanding shares as of the date of this report. At the Effective Time of the agreement, the shareholders who previously made up the shareholders of Next Meats Co., Ltd., became shareholders of Next Meats Holdings, Inc., and were issued the respective quantities of shares of Next Meats Holdings, Inc.

In January of 2022, we engaged counsel to incorporate Next Meats USA, Inc. on our behalf. Next Meats USA, Inc. ("NXMH USA") was incorporated on January 18, 2022 and is a California Corporation.

On February 7, 2022, the incorporator of Next Meats USA, Inc. was discharged of any further duties. Simultaneously, Koichi Ishizuka and Koki Terui were appointed as Directors, and Koki Terui was appointed President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer.

On February 7, 2022, NXMH USA issued 100 shares of its common stock to Next Meats Holdings, Inc., a Nevada Corporation, in exchange for $10,000. As a result of this action, Next Meats Holdings, Inc. became the sole shareholder of NXMH USA. NXMH USA is now a wholly owned subsidiary of Next Meats Holdings, Inc.

Next Meats Holdings, Inc., intends to utilize NXMH USA as a means to expand its business operations into the United States. Currently, the Company offers a wide variety of alternative meat products and it is the Company's plan to make these products more readily available to those in the United States via NXMH USA.

Prior to the issuance of shares to Next Meats Holdings, Inc., NXMH USA did not have any significant assets, or material transactions, to disclose. The financial statements for Next Meats Holdings, Inc., for its quarter ended April 30, 2022, will be consolidated to include those of NXMH USA.

On or about February 4, 2022, we sold 208,855 shares of restricted Common Stock to Daisuke Kuroika, a Japanese Citizen, at a price of $2.10 per share of Common Stock. The total subscription amount paid by Daisuke Kuroika was approximately $438,596.

On or about March 7, 2022, we sold 668,780 shares of restricted Common Stock to Yakuodo Co., Ltd., a Japanese Company, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Yakuodo Co., Ltd. was approximately $869,414. Yakuodo Co., Ltd. is a Japan-based holding company mainly engaged in the retail of pharmaceuticals, cosmetics, food products, miscellaneous goods and other life related products. The Company operates through the healthcare business, beauty care business, home care business and convenience care business.

Going forward, we intend to operate through and act as a holding company for our three 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.

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 $680,909 as of January 31, 2022. 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 scale back operations or suspend operations until we do raise the cash we need.





Net Loss

We have recorded a net loss of $1,209,849 and $5,880,866,796 for the three months ended January 31, 2022 and January 31, 2021, respectively. We have recorded a net loss of $3,543,228 and $5,880,946,556 for the nine months ended January 31, 2022 and January 31, 2021, respectively.





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 January 31, 2022, the Company has not recorded enough revenue to cover its operating costs. We expect our wholly-owned subsidiary, NextMeats France, to begin operations in the next fiscal quarter which we expect will produce revenue to cover at least some operating costs. We also expect our wholly-owned subsidiary, Next Meats Japan Co. Ltd to improve its operating income in the next fiscal quarter. However, management plans to fund some operating expenses with related party contributions to capital until there is sufficient revenue to cover all operating expenses. There is no assurance that management's plan will be successful. 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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