UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 12, 2022
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Dr. Foods, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-56277
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00-0000000
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(state or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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3F K’s Minamiaoyama
6-6-20 Minamiaoyama, Minato-ku,
Tokyo 107-0062, Japan
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107-0062
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(address of principal executive offices)
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(zip code)
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81-90-6002-4978
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(registrant’s telephone number, including area code)
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N/A
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(former name or former mailing address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
“We”, “Us”, and or “The Company”
refer to Dr. Foods, Inc.
Forward
Looking Statements
This
Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict.
All statements other than statements of historical fact contained in this Current Report, including statements regarding future events,
our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking
statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these
terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations.
Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important
factors, including, without limitation, its limited operating history, competitive factors in the Company’s industry and market,
and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations,
assumptions, and projections, which could provide to be incorrect. The forward-looking statements made herein speak only as of the date
of this Current Report and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent
events or circumstances, except as otherwise required by law.
Item 8.01 Other Events.
On January 12, 2022, Dr. Foods, Inc., a Nevada Company, Mama Foods
Co., Ltd., a Japan Company, and White Knight Co., Ltd., a Japan Company entered into a non-definitive agreement, a “Letter of
Intent”, whereas it is proposed that Dr. Foods, Inc., will acquire 100% of the controlling interest of Mama Foods Co., Ltd.
from White Knight Co., Ltd. in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to
White Knight Co., Ltd. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule
144.
It should be noted that the terms, conditions, and consideration to
be exchanged pursuant to a future definitive agreement for an acquisition of Mama Foods Co., Ltd. by Dr. Foods, Inc. from White
Knight Co., Ltd. may be changed, and or renegotiated, if agreed upon by all parties. If this is to occur prior to entering into a
binding definitive agreement, any such material change(s) to the letter of intent will be made public by Dr. Foods, Inc. via a Form
8-K it will file with the Securities and Exchange Commission. The Letter of Intent is included in its entirety herein as Exhibit
10.1.
Mama Foods, Co., Ltd. (“Mama Foods”) is a food
company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side
dishes, from chilled foods to packed and sterilized food. Mama Foods uses ingredients carefully taken from natural kelp and bonito
without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing “in house”
production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other
third parties, including certain products offered for sale by Next Meats Co., Ltd., such as “Next Kalbi 2.0”, a boneless
short rib made from meat substitutes. Currently, Mama Foods employs approximately 43 individuals. In 2021, White Knight Co., Ltd.
acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama
Foods, which includes additional information, can be found here: mama-foods.com/en/
The sole shareholder of Mama
Foods Co., Ltd. is White Knight Co., Ltd. White Knight Co., Ltd. is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief
Executive Officer, Chief Financial Officer, and Director of Dr. Foods, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd.
Item 9.01 Exhibits.
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Exhibit Number
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Description of Exhibit
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10.1
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Letter
of Intent (1)
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(1)
Filed herewith.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dr.
Foods, Inc.
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Dated:
January 13, 2022
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/s/
Koichi Ishizuka
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Koichi Ishizuka
Chief Executive Officer
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Letter of Intent
A Non-Definitive Agreement
January 12, 2022
Prepared by Koichi Ishizuka
Re: Letter
of Intent
The following represents a summary
of the terms of a collective proposal regarding an acquisition by Dr. Foods, Inc., a Nevada corporation (“DRFS” or the “Company”),
or by its wholly-owned subsidiary, Dr. Foods Co., Ltd., of one hundred percent of the issued and outstanding stock (100%) of Mama Foods
Co., Ltd. (“MAMA”), a Japan corporation, from White Knight Co., Ltd. (“WKC”), a Japan corporation. The sole shareholder
of MAMA is WKC. WKC is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and
Director of DRFS, MAMA, and WKC.
Background of Mama Foods Co., Ltd., (“MAMA”
or “Mama Foods”):
Mama Foods, Co., Ltd. is a Japanese
food company founded in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from
chilled foods to packed and sterilized food. Mama Foods uses ingredients carefully taken from natural kelp and bonito without adding any
chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing “in house” production facilities and
produces 100% of its current product offerings. From time to time, it also produces products of other third parties. Currently, Mama Foods
employs approximately 43 individuals. In 2021, White Knight Co., Ltd. acquired 100% of Mama Foods from its prior controller, in exchange
for approximately 1 million USD. The current website for Mama Foods, which includes additional information, can be found here: mama-foods.com/en/
NOTICE: The below terms, conditions, and consideration to be exchanged
pursuant to a future definitive agreement for an acquisition of MAMA by DRFS from WKC may be changed, and or renegotiated, if agreed upon
by all parties. If this is to occur prior to entering into a binding definitive agreement, any such material change(s) to this letter
of intent will be made public by DRFS via a Form 8-K it will file with the Securities and Exchange Commission.
This Letter of Intent ("Letter
of Intent") sets forth the agreement of the parties to proceed promptly and in good faith to complete the terms of, and to execute,
deliver and perform a Stock Purchase Agreement (the “Definitive Agreement”).
This Letter of Intent shall expire
on March 31, 2022, or until the parties enter into the Definitive Agreement, whichever occurs first, with an outside anticipated closing
date of the transaction no later than thirty (30) days from the date the Definitive Agreement is executed by all parties, or such other
date for closing as is set forth in said Agreement. Upon written request to WKC, DRFS shall be entitled to a 30-day extension of
the expiration date of this Letter of Intent should any extension be necessary due to delays in completing the due diligence review pursuant
to Section 5 below, or in satisfying any of the conditions in Section 4.
The transaction will be structured
as follows:
1. Acquisition
of Stock. DRFS, or its wholly-owned subsidiary Dr. Foods Co., Ltd., will acquire, from WKC (the “Seller”), one hundred
percent (100%) of all of the issued and outstanding shares of all classes of stock (the “Shares”) of MAMA (the “Acquisition”).
2. Consideration.
As consideration for the Shares of MAMA, DRFS will pay Seller a total of, or the equivalent in another demonization, Five Hundred
Thousand U.S. Dollars ($500,000), which shall be payable in combination with the issuance of 19,500,000 shares of Preferred Stock of DRFS.
Any such shares of Preferred Stock issued to WKC pursuant to this acquisition will not be deemed freely transferable and will be deemed
to be restricted pursuant to SEC Rule 144. DRFS has the sole right to re-structure the $500,000 payment due to WKC, at the time of closing,
into a promissory note, due to be paid to WKC, in full, within 12 months following the time of closing of the Definitive Agreement.
3. Management
of MAMA Post-Acquisition.
(a) It
is the current intent of management of DRFS that MAMA will be operated as a separate division, or wholly-owned subsidiary, of Dr. Foods,
Inc., with separate profit and loss responsibilities. Designated management may have employment contracts with base compensation, bonus,
and benefits commensurate with their positions.
4. Conditions
Precedent. As conditions precedent to the closing of the Acquisition, the following events must first have occurred or be satisfied:
(a) Consent
of Directors and Shareholders. The Board of Directors and the shareholders of DRFS, MAMA and WKC shall have approved and agreed
to the acquisition of the Shares of MAMA by DRFS.
(b) Third-Party
Consents. To the extent required under the terms of any existing contracts, all third-party approvals and consents shall have
been obtained to the sale of the Shares and the sale of a controlling interest in MAMA to DRFS.
(c) Due
Diligence Review. DRFS shall have completed, to their satisfaction in their sole discretion, their due diligence review of MAMA
and all of its properties and assets.
5. Due
Diligence. MAMA, WKC, and the shareholder of WKC, Koichi Ishizuka, agree to honor all reasonable requests of DRFS, its legal
counsel, accountants and other agents, for information, materials and documents that relate to MAMA, its properties, and assets. DRFS
and its agents and representatives agree to preserve the confidentiality of all information, materials, and documents provided to them.
In that regard, WKC, MAMA, and its shareholder agree that DRFS shall have full and complete access to the books, records, financial
statements and other documents (including without limitation, articles of incorporation, bylaws, minutes, stock transfer books, material
contracts, and tax returns) of MAMA as DRFS, its legal counsel, and accountants, may deem reasonable or necessary to conduct an adequate
due diligence investigation and review.
6. Good
Faith Representation. This Letter of Intent is intended to set forth the basic terms and conditions of the parties with respect
to the matters discussed. The parties agree that hereafter they shall promptly take all steps necessary to have their respective
legal counsel, and or consultants, prepare the final documentation necessary to effectuate their agreements. To the extent that
any material issue is not resolved herein, the parties agree to promptly and in good faith, resolve the same. Notwithstanding the
lack of final documentation at this time, the parties agree to proceed with all possible speed to satisfy any conditions precedent to
the completion of the intended Acquisition to all extents possible.
7. Confidentiality.
The parties understand that it is possible certain of the conditions precedent may fail and that the intended transaction may not
be completed, notwithstanding each party’s good faith best efforts. Therefore, the parties agree that any information obtained
from any other party pursuant to the negotiations leading to this Letter of Intent, or hereafter until closing, shall be deemed by each
to be confidential trade and business secrets of each, and each party hereby warrants that it shall not disclose the same to any other
person without the express prior written consent of the party from whom the information was obtained.
8. Definitive
Agreements. The parties intend that a Stock Purchase Agreement and any other necessary ancillary agreements (collectively, the
“Definitive Agreements”), which will contain customary covenants, conditions, representations and warranties made as of the
date of execution and as of the date of closing of the Acquisition, will be completed and executed by the parties at or prior to the time
of closing.
9. Conduct
of Business. Until the closing of the Acquisition, or the termination of this Letter of Intent, MAMA will conduct its business
and operations in a manner consistent with past practices and will not engage in transactions outside the ordinary course of business.
10. Binding
Nature. Upon approval and acceptance hereof, this Letter of Intent shall constitute a binding agreement to enter into the aforesaid
Definitive Agreements, subject, however, to the satisfaction of the conditions precedent set forth in Section 4 above.
Agreed to and accepted on January 12, 2022
Dr. Foods, Inc.
Address: 3F K’s Minamiaoyama
6-6-20 Minamiaoyama, Minato-ku,
Tokyo 107-0062, Japan
Signature: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Title: CEO, CFO, Director
Mama Foods, Co., Ltd.
Address: 4-241-2 Sakuramachi, Hanamaki City, Iwate Prefecture
Signature: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Title: CEO, CFO, Director
White Knight Co., Ltd.
Address: 3F K’s Minamiaoyama
6-6-20 Minamiaoyama, Minato-ku,
Tokyo 107-0062, Japan
Signature: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Title: CEO, CFO, Director