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): December 16, 2021

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):

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.  [   ]

Note: “We”, “Us”, “The Issuer”, and or “The Company” refer to Next Meats Holdings, Inc., a Nevada Company.

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements which involve risks and uncertainties, principally in the sections entitled “Business”, and “Management’s Discussion and Analysis”. All statements other than statements of historical fact contained in this Current Report on Form 8-K, 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. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may appear in this Current Report on Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements to vary. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements, except as expressly required by law.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.

All dollar amounts used throughout this Report are in US Dollars, unless otherwise stated. All amounts in Japanese Yen used throughout this Report are preceded by JPY, for example JPY 500, is referring to 500 Japanese Yen.

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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.

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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.

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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:

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 approximately 439,984,935 shares of our common stock.

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

On July 20, 2021, Dr. Foods, Inc., formerly known as, “Catapult Solutions, Inc.”, a Nevada Corporation (“DRFS”), 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 DRFS Series Z Preferred Stock, representing approximately 81.20% voting control of DRFS; 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. Our Chief Financial Officer, Koichi Ishizuka, owns and controls White Knight Co., Ltd.

On August 25, 2021, the Company changed its business plan to exploring and evaluating various business opportunities in, amongst other industries, the alternative meats and lab-grown food product sectors.

On or about September 17, 2021, we incorporated NextMeats France, a French Company, that will act as a wholly owned subsidiary of the Company. We intend to utilize Next Meats France to, amongst other things, operate as a reseller and distributor, in France and throughout Europe, of food products currently offered by Next Meats Co., Ltd., a Japanese Company. Next Meats Co., Ltd. shares common management with NextMeats France.

Additional Information regarding our wholly owned subsidiaries and Dr. Foods, Inc.

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. Currently, we are mutually developing an alternative meat product that may mimic the taste of the French delicacy known as, “Foie Gras”.

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 believe Next Meats Co., Ltd. to be a globally recognized brand and that our global reach will continue to grow as time progresses and more individuals seek alternative meat substitutes.

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 act as a holding company and operate through 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 consumers across the globe. We also intend to further our business objectives in conjunction with our partnership with Dr. Foods, Inc. Our current business plan is detailed below beginning on page 6.

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Alternative Meat Industry

The Alternative Meat Industry refers to meat analogues or meat substitutes which are plant-based, lab-grown, or use ingredients other than livestock, such as insects. The Yano Research Institute announced that the global market size for meat substitutes in 2020 was 2.3 billion dollars. It is estimated that the market will grow at an average annual rate of 22% after 2020, reaching 6.1 billion dollars in 2025 and 17 billion dollars in 2030.

Startups using technology to engineer meat in labs or manufacture it from plant-based products are rising in popularity. In 2019, one of the world’s biggest alternative protein brands, Beyond Meat, which manufactures the plant-based Beyond Burger, went public at a valuation of almost $1.5B. The company reported net revenues of $407M in 2020, a year-over-year increase of almost 37%, and net losses of $53M, driven largely by, what we believe to be, challenges posed by the Covid-19 pandemic.

Alternative protein sources can potentially reduce the negative environmental impact associated with meat production, as livestock is a major contributor to greenhouse gas emissions. Additionally, reducing livestock could free up global cropland, decrease soil erosion, and relieve pressure on the world’s water supply.

Consumers are also seeking healthier food alternatives. Rising obesity rates across the globe, coupled with consumer interest in healthier food alternatives, are also driving demand for meatless proteins.

In 2019, the annual retail food market grew by 2.2%, but plant-based foods swelled by 11.4% in comparison, according to the Plant Based Foods Association. The following year saw even stronger growth, with retail sales of more than $7B in 2020 - an increase of 27% that dwarfed the 15% growth observed across US retail food sales as a whole that year.

At present, our operations are primarily conducted in Japan, and as such we have narrowed the focus of the following information to the alternative meat industry in Japan.

In 2019, the Japan Meat Information Service Center conducted a survey that revealed that at least 50% of the population was aware of products alternative to meat. The overall image of plant-based meat substitutes was also rather positive. Nearly 60% of the respondents were ready to consume greener for their health and the planet.

A year later, another study specifically conducted on soy-based meat showed that consumer awareness jumped to over 70%. By August 2020, at least 1 out of 4 consumers had tasted a vegetable alternative to meat at least once. The figures further revealed that consumers cook plant-based meat at home (68%) but also eat meat substitutes at restaurants (30%) and cafes (18.2%).

The rising awareness of meat alternatives isn’t unique to Japan but is part of a global movement, with the Asia-Pacific region as the fastest-growing market. Experts forecast a growth rate of at least 9.4% a year until 2025 in that region only.

By 2019, Japan’s Ministry of Agriculture, Forestry, and Fisheries already listed up to 12 domestic plant-based meat manufacturers. The Ministry noted the consumption increase seemed to be explosive. Retailers also appeared largely in favor of the development of new alliterative meat products to stock their shelves. When the pandemic hit worldwide, we believe Japan was already on the path for sustainable protein food sources. We believe this is greatly attributed to a pre-existing shift to meat alternatives for reasons already stated above.

Sources

https://www.cbinsights.com/research/future-of-meat-industrial-farming/

https://www.gourmetpro.co/blog/plant-based-meat-gaining-steam-as-sustainable-food-source-japan

Business Information

Prior to the Effective Time of the Agreement between Next Meats Holdings, Inc. and Next Meats Co., Ltd. we were deemed to be a shell company. Subsequent to the Effective Time of the “Share Cancellation and Exchange Agreement”, detailed above, which occurred commensurate with the filing of this Form 8-K, our business plan has changed to share that of our wholly owned subsidiaries, Next Meats Holdings, Inc., and NextMeats France which is to develop and sell alternative meat products. For the purposes of the foregoing business plan, all references to “Next Meats”, “NextMeats France”, or “the Company”, refer to Next Meats Holdings, Inc., Next Meats Co., Ltd., and Next Meats France as we share the same business plan.

Our mission, or philosophy, is that “We Won’t Let Earth End”. Next Meats works to provide a solution to the climate crisis and food insecurity problems by distributing, what we believe to be, delicious alternative-meat products rooted in Japanese cuisine, worldwide. Next Meats is a food-tech venture founded in Tokyo, by people passionate about delivering a better future for our children. We strive to create tasty alternatives to your favorite dishes, without the same environmental impact of using meat. We believe in a more ecologically sustainable future for every person.

At present, our principal focus is on the creation of plant-based food products to replace traditional animal products, while retaining the taste and texture of the original.

At Next Meats, safety and quality are our top priorities. Many people imagine chemical additives when they hear the word “alternative meat”, but it is our intent to only use the minimum, necessary ingredients, and keep additives at a minimum or as a last option. We combine vegetable proteins such as soybeans and peas and mold them with heat and pressure to create a unique texture and flavor. We produce our products only in certified food factories. To ensure that our products are safe, we produce them in clean food factories certified by the Japan Food Safety Management Association (JFS), HALAL, etc., for thorough quality control. We are also exporting more and more of our products overseas as time progresses, and we believe part of the reason is that our products are highly valued for their quality and “Made in Japan” taste.

Below, pictured on the right, is the active production of one of several of our product offerings, NEXT Yakiniku, a meat alternative to skirt steak. Pictured on the left is our NEXT Yakiniku once cooked and prepared for consumption.

While we maintain rigorous safety and cleanliness standards for the factories that produce Next Meats products, it should be noted that we do not, at this time, directly manufacture any of our products. We have entered into agreements with local manufacturers to produce any and all Next Meats products. In the future, we may begin to manufacture our products directly through the “NEXT Factory” (described in greater detail in the Facilities section below). We intend to maintain ongoing relationships and agreements with local manufacturers for as long as they remain certified by JFS, HALAL, etc. and meet our rigorous safety and cleanliness standards. From time to time we send out staff members into the facilities that manufacturer our products for ongoing inspections and observation.

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Currently Available Products

The following list of products is not comprehensive, but it is a showcase of some of our most popular items:

- Free of artificial additives

- High in protein

- No Cholesterol

- Uses Non-GMO soy

- Low in saturated fat

The textures slightly vary but they both have a non-intrusive, lightly sweet and savory flavor which makes it extremely versatile. The NEXT Yakinikus are excellent grilled and "topped on rice" or in a stir fry, or in tacos, and in an endless possibility of dishes.

The vegetable protein for the Next Yakiniku is formed in a twin-screw extruder, then dried, boiled, fried, and seasoned. Finally, it is heat sterilized and frozen. The Next Burger and Next Gyudon and Next Chicken also use processed soy that comes out the extruder but they are cooked differently afterwards.

The main ingredient for all products is soybeans, and different varieties of soybeans and production areas are used for different products to give them varying textures and colors. The products are all sold frozen with the exception of the canned Next Gyudon, and they are all classified as “processed soy products”. In some stores, depending on the results of the bacteria count test, the product can be sold in the chilled zone in the fridge (5℃).

Other than the main ingredient, soybeans, the other part of the product is the seasoning, such as yakiniku sauce, beef bowl sauce, and herb seasoning for chicken.

The below is included to provide a visual of some our current product offerings detailed above.

Trademarks

We have obtained trademarks within Japan for the names of our existing products. Any proposed or future products are also trademarked, or will likely be trademarked, within Japan or are pending receipt of such trademark rights within Japan. Our name, ‘Next Meats’ is also trademarked in the United States, Japan, and China.

Future Products

Development of new products is ongoing, and in some instances may not be to the point where we can publicly announce our plans. However, we can disclose that Next Pork is scheduled for release at some point in January of 2022, and Next Milk is scheduled for release in December of 2021. Both of the products above are, like our other products, plant based. Further details of each will be disclosed when the products have been released. We continually strive to create and sell new products, and we anticipate our product line will continue to expand and diversify in 2022 and the years to follow as our business expands and grows.

Pictured below are our NEXT Tuna, NEXT Pork, and NEXT Milk products.

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Distribution

At present, we distribute our products through several wholesale companies, while also selling directly through our website. The English version of our website can be viewed at the following link: https://nextmeats.co.jp/en. We have accounts with Kokubu and NIPPON ACCESS, two of the largest food wholesalers in Japan, and they distribute our products to restaurants and supermarkets throughout the country.

As a result of our wholesale and distribution channels mentioned above, Next Meats products are widely distributed in supermarkets and restaurant chains as an alternative meat brand.

Below are some of the various supermarkets and restaurants (this is not a full list) that our products can be found in.

Additionally, we have branch locations in Taiwan, Singapore, Vietnam, Hong Kong and the United States. At each of these locations, there are individuals (they are not employees, but they are business associates of our officers and directors) who act as local distributors and sell our products to distributors/retailers in each country, respectively. In Vietnam and Taiwan, we sell the TVP (Textured Vegetable Protein) from Japan and conduct the final processing of our products locally. In both Vietnam and Taiwan, the final processing is done at partner factories. In the future, we plan to establish official subsidiaries for each of these countries and transfer business operations directly to them.

Pictured below is one of our scientists on staff developing and producing one of our various alternative meats products using the TVP method described above.

As part of our forward-looking plans, we are in the process of establishing additional global branches in China, India, France, Italy, Spain, and Russia. Our French subsidiary was established in October and communications are ongoing with French factories for local production. However, for all of the other countries listed above, we remain in the stage of conducting market research.

Marketing Strategy

At present, our marketing plan is comprised of daily posts and releases through various social networking platforms, and we have also appeared at events throughout Japan, distributed press releases, and attempted to have our company featured on various news media. We have also created a television commercial, which can be viewed on our website. The commercial was originally created in Japanese, and has only aired on television in Japan thus far, but has also been translated into English and Chinese. It was, and is, our belief that creating and running a television commercial would help to differentiate us from many other startups who do not reach out to the general public through this medium. As our operations progress, our marketing initiatives will remain ongoing and we will continually seek to identify and explore new methods of increasing consumers’ awareness of our products.

Collaborative Efforts

On December 11, 2020, Next Meats Co., Ltd. entered into a Joint Development Agreement with Euglena Co., Ltd. with the intent to jointly develop artificial meat products containing Euglena. To date, this has resulted in the creation of “Next Yakiniku Euglena EX” which integrates the microalgae euglena into our Next Yakiniku product. We are currently working on developing a burger patty alongside Euglena Co., Ltd.

On December 28, 2020, Next Meats Co., Ltd. entered into a Memorandum of Understanding with Toyota Tsusho Corporation to agree to consider this partnership with the aim of taking measures to make a new food culture permeate society and contribute to the achievement of SDGs (Sustainable Development Goals), by making use of each companies’ strengths in forming an ecosystem that expands the Japanese and overseas plant meat market and reinforces its value chain. Thus far, this has resulted in introductions to new retailers, assistance with our exporting plans to China (including introductions to factories in China), as well as the development of the “Menchikatsu” cutlet product which was released recently.

On May 5, 2021, Next Meats Co., Ltd. entered into a Joint Research Agreement with Nagaoka University of Technology. The research pertains to regulatory mechanisms of iron-binding protein gene expression in leguminosae plants. Leguminosae plants possess a gene that encodes iron-binding protein, but this gene is not expressed in the seeds, so plant-based meat made using seeds from leguminosae plants, like soybean, lack iron-binding proteins when compared to animal meats. One solution to this problem is the production of cultivars wherein iron-binding protein genes are expressed within the seeds; the elucidation and usage of epigenetic control mechanisms will be effective in modifying gene expression. Therefore, we will conduct fundamental research on the development of plant variant that can produce seeds that contain high levels of iron-binding protein through the usage of the plant epigenetics technology at the Nagaoka University of Technology.

On October 11, 2021, we, through our now wholly owned subsidiary Next Meats Co., Ltd., entered into and consummated a “Collaboration Agreement” with Dr. Foods Co., Ltd., a Japan company and wholly owned subsidiary of Dr. Foods, Inc., a Nevada Company, that shares common management with the Company, to co-develop new food products and subsequently offer them for sale. Dr. Foods Co., Ltd. operates in the “plant-based food” industry. It currently offers, and plans to continue to offer, amongst other things, artificial foie gras made from meat substitutes, and intends to offer, in the future, a diverse range of microalgae-based foods. 

The Collaboration Agreement with Dr. Foods, Inc. is for a period of two years, and may be renewed thereafter under the same terms for additional one-year terms unless terminated in writing, with three months’ notice, by either party. The Collaboration Agreement, amongst other things, details the terms and conditions by which Next Meats Co., Ltd. and Dr. Foods Co., Ltd. may co-develop, cooperate and contribute towards the development of new products and technologies. The specific allotment of tasks per project will be determined in writing by each party at the outset of collaborative efforts. Dr. Foods Co., Ltd. will primarily, although not exclusively, contribute to research and development, and Next Meats Co., Ltd. will primarily, although not exclusively, contribute to distribution of new products/technologies. Costs pursuant to the collaborative efforts of the partners, will be the respective responsibility of the party responsible for fulfilling such tasks.

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Future Plans

We anticipate that over the course of the next few months, stretching into early 2022, we will continue development of new products, expand on sales distribution channels, and issue pertinent press releases while conducting media interviews. In January of 2022, we anticipate the release of NEXT Pork and in December of 2021, we plan to release NEXT Milk. Development of the NEXT Factory will continue, with an estimated completion date of early 2022.

During 2022, we intend to begin the process of listing on the NASDAQ if our financial situation is conducive to such an effort. At around the same time, we hope to expand upon the NEXT Factory as needed and we intend to begin to research cultured meats, which will hopefully lead to additional new product offerings. Further, we intend to increase our mass media exposure and have tentative plans to begin placing OOH (Out of Home) advertisements in strategic locations throughout Japan. In 2023 and beyond we tentatively intend to increase our overseas media and event exposure, but such efforts are speculative at present.

Government Regulations

The below does not extensively detail every law and regulation to which the Company may be subject to, but rather provides an overview of the kind of food safety standards to which our product(s) will be held.

The main law that governs food quality and integrity in Japan is the Food Sanitation Act ("FSA") and the law that comprehensively governs food labeling regulation is the Food Labeling Act.

The FSA regulates food quality and integrity by:

- Establishing standards and specifications for food, additives, apparatus, and food containers and packaging;

- Providing for inspection to see whether the established standards are met;

- Providing for hygiene management in the manufacture and sale of food; and

- Requiring food businesses to be licensed.

Under the FSA, additives and foods containing additives must not be sold, or be produced, imported, processed, used, stored, or displayed for marketing purposes unless the Minister of Health, Labour and Welfare ("MHLW") has declared them as having no risk to human health after seeking the views of the Pharmaceutical Affairs and Food Sanitation Council ("PAFSC"). In addition, it is not permissible to add any processing aids, vitamins, minerals, novel foods or nutritive substances to food unless they have been expressly declared by the MHLW as having no risk to human health.

The MHLW may establish specifications for methods of producing, processing, using, cooking, or preserving food or additives to be served to the public for marketing purposes ("Specifications"), or may establish standards for food ingredients or additives to be served to the public for marketing purposes ("Standards") pursuant to the FSA. Accordingly, where substances are allowed to be added to food, they may only be used within the limits expressly set by the Specifications and Standards.

Our Facilities

At present, our sole facilities are our research lab in Nagaoka, Niigata, which opened in February of 2021 and our Tokyo offices. Our Nagaoka Research Lab is solely used for research activities and does not include a “production line”. The lab is 75 square meters in size and has seven employees. The research conducted here is led by Doctors of microbiology, life sciences, and engineering. Our recent research topics include: the incorporation of microorganisms in raw materials and/or end products, fermentation technology, the use of epigenetics on raw materials, research on new varieties of plants, and research on machinery used in the manufacturing process.

We are currently constructing our own NEXT factory dedicated to alternative protein/product development. It will include sustainable technologies and DX Systems (HVAC air conditioning unit), and is set for completion in Summer 2022. While we intend to retain our relationships and agreements with existing manufacturers of Next Meats products, it is our intention that in the future we will handle production of future products directly at the NEXT Factory.

Employees

At present, Next Meats Holdings, Inc. has three employees, solely comprised of our officers and Directors. Next Meats Co., Ltd. has nineteen employees, including its three officers. Non executive employees of Next Meats Co., Ltd. are full time employees and receive, in addition to their salaries, social insurance in Japan. Social insurance is comprised of Pension, Health, Unemployment and Worker's Accident Compensation.

Competition

The alternative meat industry is highly competitive, with a major market share held by prominent companies, such as Beyond Meat, a Los Angeles-based producer of plant-based meat substitutes. In 2019, Beyond Meat, which manufactures the plant-based Beyond Burger, went public at a valuation of almost $1.5B. Beyond Meat began offering direct-to-consumer (D2C) sales in August 2020 and announced partnerships with Yum! Brands and McDonald’s in 2021.

In Japan, there are also several prominent alternative-meat companies which we consider to be our direct competitors including, but not necessarily limited to, Marukome Co., Ltd., Maisen Fine Foods Co., and Kabaya Foods Corporation. Marukome Co., Ltd, one of Japan’s oldest and top miso paste producers, launched their Daizu Labo (Soybean Laboratories) brand, which features over 30 soy-based substitutes for animal products, eight advertised as ‘meat’ (ready to eat, dried, and frozen). Maisen Fine Foods Co., gradually expanded its business from organic brown rice to rice-based and allergy-friendly food products. In 2016, they launched a series of gluten-free soybean and rice-based meat products. Kabaya Foods Corporation, a confectionery company founded in 1946, launched a soy-based jerky in 2018 with the slogan “a new era of snack is coming.”

Despite these, and other, competitors, we believe that we have significant competitive strengths which poise Next Meats to become a prominent market participant in the alternative food industry going forward.

RISK FACTORS

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us.

We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Summary of Current Operations

On December 16, 2021, we acquired 100% of the equity interest of Next Meats Co., Ltd., a Japan Company. Following the acquisition, we ceased to be a shell company. Currently, and going forward, we intend to act as a holding company and operate through our two current subsidiaries Next Meats Co., Ltd., and NextMeats France.

We share the same business objectives as our wholly owned subsidiaries, which is the development, sale, and distribution of alternative meat products to consumers across the globe.

Fiscal Year End

Our fiscal year end is April 30^th.

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Results of Operations - Next Meats Holdings, Inc., a Nevada Company

The consolidated financial statements, and related disclosures, of Next Meats Holdings, Inc., through October 31, 2021 are included herein by reference to our Form 10-Q, filed with the Securities and Exchange Commission on December 15, 2021.

The quarter ending January 31, 2021, and thereafter, will include consolidated financial statements of NextMeats France and also Next Meats Co., Ltd. given the acquisition of Next Meats Co., Ltd. occurred on December 16, 2021. The consolidated financial statements of Next Meats Holdings, Inc. as of October 31, 2021 do not include those of Next Meats Co., Ltd. given the acquisition of Next Meats Co., Ltd. has occurred on December 16, 2021.

As of October 31, 2021, the Company has been exploring various opportunities in the alternative meat industry.

Results of Operations - Next Meats Co., Ltd., a Japan Company

References to “we”, “our”, and or “the Company”, within the below paragraph are in reference to Next Meats Co., Ltd. 

As of April 30, 2021, we, Next Meats Co., Ltd., had total current assets of $7,762,059. As of October 31, 2021, our total current assets amounted to $6,173,917. As of April 30, 2021, we had cash and cash equivalents of $7,210,200, whereas as of October 31, 2021, we had cash and cash equivalents of $2,608,004. The decrease in our available cash balance is primarily attributable to the fact that we remain an early-stage growth company, only having been incorporated on June 1, 2020, and we have spent the majority of our funds on furthering our business operations, expanding our product lines, and extending our product visibility.

While the majority of our current assets, as of April 30, 2021, were in the form of cash and cash equivalents, as of October 31, 2021, our current assets were divided, for the most part, amongst cash and cash equivalents, advance payments, and available inventory. Our inventory has increased from $249,434 as of April 30, 2021 to $980,605 as of October 31, 2021. We believed that we had, and still have, a continually increasing customer base and therefore it is the company’s belief that there is a need to hold increasing quantities of inventory as time progresses.

Our total assets, as of October 31, 2021, were $8,453,817, whereas as of April 30, 2021 our total assets were $8,485,731. As of October 31, 2021, we had total liabilities of $3,021,904, whereas our total liabilities as of April 30, 2021, amounted to $489,165. As mentioned previously, we believe that the variance can be attributed to an increase in operations, and, more specifically, due in large part to a significant increase in accrued expenses and other payables.

As of October 31, 2021, we, Next Meats Co., Ltd., had total liabilities and shareholders’ equity in the amount of $8,453,817, whereas as of April 30, 2021, we had total liabilities and shareholders’ equity in the amount of $8,485,731.

For the three months ended October 31, 2021, we had realized revenues of $3,815,510, whereas for the three months ended October 31, 2020, we had realized revenues in the amount of $72,348.

For the six months ended October 31, 2020, we realized revenues of $5,184,080, whereas for the period from June 1, 2020 (Inception) to October 31, 2020 we realized revenues of $72,348. The increase in revenues is attributable to the fact that we were only incorporated on June 1, 2020 and we believe that our operations have increased significantly in recent months as a result of our increased recognition and growing customer base. Our gross profit for the three months ended October 31, 2021 was $10,262, whereas for the three months ended October 31, 2020 it was $20,267. Our gross profit for the six months ended October 31, 2021 was $108,938 and for the period from June 1, 2020 to October 31, 2020 was $20,267.

Our gross profit and margins are relatively thin, and we attribute this to the high costs of producing our products via third party manufacturers. We currently intend to minimize this concern with the completion of our factory, which we have termed the “NEXT Factory”.

We are currently constructing our NEXT Factory, which will be dedicated to alternative protein/product development. We anticipate it will include sustainable technologies and DX Systems (HVAC air conditioning unit), and is set for completion in Summer 2022. While we intend to retain our relationships and agreements with existing manufacturers of Next Meats products, it is our intention that in the future we will handle production of many future products directly at the NEXT Factory.

Our Net Loss for the three months ended October 31, 2021 was $1,150,434, for the three months ended October 31, 2020 it was $55,668, for the six months ended October 31, 2021 it was $2,302,472 , and for the period from June 1, 2020 (Inception) to October 31, 2020 it was $75,060. We attribute the greater net loss to the dramatic increase in our levels of operations since inception, and due to the fact that we have realized significant general and administrative expenses resulting from employees, research and development, marketing, etc. We believe that our operating costs, and general and administrative costs will decrease going forward, as we have already paid fees associated with commencing our operations. Furthermore, we believe that directly producing future products via the NEXT Factory will increase product margins and may potentially shift our net loss into net income.

Results of Operations - NextMeats France, a French Company

We incorporated NextMeats France on September 17, 2021.

Any and all financial transactions and related disclosures of NextMeats France through October 31, 2021 are included by reference to our consolidated financials statements on Form 10-Q, filed with the Securities and Exchange Commission on December 15, 2021.

For Next Meats Holdings, Inc., the quarter ending January 31, 2021, and thereafter, will include consolidated financial statements of NextMeats France and also Next Meats Co., Ltd. given the acquisition of Next Meats Co., Ltd. occurred on December 16, 2021.

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. On December 16, 2021, Next Meats Holdings, Inc., a Nevada Company, acquired 100% of Next Meats Co., Ltd.

Information Regarding our Share Structure:

We have 500,000,000 shares of common stock issued and outstanding as of the date of this report.

Ryo Shirai, Hideyuki Sasaki, and Koichi Ishizuka (directly and indirectly through White Knight Co., Ltd.), collectively own and control approximately 439,984,935 shares of our common stock as of the date of this Form 8-K.

Future Plans

We anticipate that over the course of the next few months, stretching into early 2022, we will continue development of new products, expand on sales distribution channels, and issue pertinent press releases while conducting media interviews. In January of 2022, we anticipate the release of NEXT Pork and in December of 2021, we plan to release NEXT Milk. Development of the NEXT Factory will continue, with an estimated completion date of early 2022.

During 2022, we intend to begin the process of listing on the NASDAQ if our financial situation is conducive to such an effort. At around the same time, we hope to expand upon the NEXT Factory as needed and we intend to begin to research cultured meats, which will hopefully lead to additional new product offerings. Further, we intend to increase our mass media exposure and have tentative plans to begin placing OOH (Out of Home) advertisements in strategic locations throughout Japan. In 2023 and beyond we tentatively intend to increase our overseas media and event exposure, but such efforts are speculative at present.

We intend to continue to fund the Company with loans, or advances from related parties, in combination with cash and generated from the sale of our alternative meat products. If we need additional cash, and our officers and or directors are unwilling to provide us funding, and our cash reserves are insufficient, we may seek out alternative forms of funding. Such alternative means of funding have not yet been identified at this time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this report, the Company has 500,000,000 shares of common stock issued and outstanding. which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.

The Company’s mailing address is: 3F 1-16-13 Ebisu Minami Shibuya-ku,Tokyo Japan.

Note: If no address is present in the below table it should be assumed that the address is the same as that for the Company.

¹ Mr. Koichi Ishizuka serves as our Chief Financial Officer. The row denoting ownership for Koichi Ishizuka is inclusive of his ownership in the Company via his personal holdings and that of White Knight Co., Ltd. Koichi Ishizuka owns and controls White Knight Co., Ltd.

² Mr. Ryo Shirai serves as our Chief Executive Officer and Director.

³ Mr. Hideyuki Sasaki serves as our Chief Operating Officer and Director.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

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DIRECTORS AND EXECUTIVE OFFICERS

Biographical information regarding the officers and Directors of the Company, who will continue to serve as officers and Directors of Next Meats Holdings, Inc. following the acquisition of Next Meats Co., Ltd., are provided below:

Background of Mr. Ryo Shirai 

Mr. Ryo Shirai, age 40, graduated from Keio University (Japan) in 2003, and from Beijing Language and Culture University in 2004. From 2004 to 2006 he was employed as a Financial Advisor at Daiwa Securities Group, Inc. From 2006 to 2019, Mr. Shirai served as the Chief Executive Officer and Founder of Whitehole Limited. Subsequently, he became the Founder of Next Meats Co., Ltd in 2020, and continues to hold this position to this date.

Background of Mr. Hideyuki Sasaki

Mr. Hideyuki Sasaki, age 40, was employed as an Executive Vice President at Whitehole Limited from 2008 to 2019. From 2020, to the present date, he has served as the Chief Executive Officer of Next Meats Co., Ltd.

Background of Mr. Koichi Ishizuka

Mr. Koichi Ishizuka, age 50, attended the University of Aoyama Gakuin where he received his MBA in 2004. Several years later in 2011 he graduated from the Advanced Management Program at Harvard School of Business. Following Mr. Ishizuka’s formal education, he took a position as the head of marketing with Thomson Reuters, a mass media and information firm. Thereafter, he served as the CEO of Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings., Ltd in 2009. Currently, Mr. Ishizuka serves as the Chief Executive Officer of OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., Off Line International, Inc. and OFF Line Japan Co., Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013, Photozou Co., Ltd since 2016, Photozou Holdings, Inc since 2017, Photozou Koukoku Co., Ltd. since 2017, Off Line International, Inc. since 2019 and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, he was appointed as Chief Financial Officer of Next Meats Holdings, Inc., a position he still holds today. Koichi Ishizuka also has an equity interest in Next Meats Holdings, Inc. Koichi Ishizuka is also Chief Financial officer of Next Meats Co., Ltd., a Japanese alternative meat company. It should be noted Koich Ishizuka is currently also a minority shareholder of Next Meats Co., Ltd. Since its inception on April 14, 2021, Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese Company.  On July 23, 2021, Mr. Koichi Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Catapult Solutions, Inc., which is now known as Dr. Foods, Inc.

Corporate governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.

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Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Directors of our Company do not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development.

Involvement in Certain Legal Proceedings

Our officers and directors have not been involved in any of the following events during the past ten years.

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Shareholder Proposals

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this Form 8-K.

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EXECUTIVE COMPENSATION

Note: The below table is in relation to Next Meats Holdings, Inc. for the two most recent fiscal years ended April 30^th.

¹ Paul Moody resigned from his position of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director on November 18, 2020.

Compensation of Directors

The table above summarizes all compensation of our Directors through our most recent fiscal year end April 30, 2021.

We do not have any employment agreements in place with any of our officers or Directors.

Our wholly owned subsidiaries also do not retain any employment agreements with any of its officers or Directors. However, it should be noted that Next Meats Co., Ltd. has paid total compensation of approximately $188,926 to Hideyuki Sasaki, Ryo Shirai, and Koichi Ishizuka as of April 30, 2021. 

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

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Director Compensation

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

Next Meats Holdings, Inc.

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 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.

In regards to the above transactions, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above issuances of stock since the issuances of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 

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. 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:

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 approximately 439,984,935 shares of our common stock.

On July 20, 2021, Dr. Foods, Inc., formerly known as, “Catapult Solutions, Inc.”, a Nevada Corporation (“DRFS”), 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 DRFS Series Z Preferred Stock, representing approximately 81.20% voting control of DRFS; 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. Our Chief Financial Officer, Koichi Ishizuka, owns and controls White Knight Co., Ltd.

On or about September 17, 2021, we incorporated NextMeats France, a French Company, that will act as a wholly owned subsidiary of the Company.

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During the period ended October 31, 2021, the Company’s majority shareholder, at the time, Next Meats Co., Ltd., paid expenses on behalf of the Company totaling $31,885 and purchased stock of Dr. Foods, Inc., on behalf of the Company totaling $187,500. The $219,385 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. 

Next Meats Co., Ltd.

Stock Split Carried out on behalf of Next Meats Co., Ltd.

On August 24, 2020 there was a 1,000:1 stock split resulting in an increase in shares outstanding from 80 to 80,000. At this time it was decided in a shareholders meeting to change the par value of commons shares from 50,000 JPY to 50 JPY.

Common Shares Issued or Sold

On June 1, 2020, 80 shares of common stock were issued to Hideyuki Sasaki at par value of 50,000 JPY. Hideyuka Sasaki is the Chief Executive Officer of Next Meats Co., Ltd. 

During the period ended April 30, 2021, 22,000 shares of common stock were sold to related party White Knight Co., Ltd. (“White Knight”). White Knight is controlled by Koichi Ishizuka. Koichi Ishizuka is Director of Next Meats Co., Ltd.

Loan/ Expenses paid - Next Meats Co., Ltd.

During the period ended October 31, 2021, related parties paid expenses on behalf of the Company totaling $8,176 and the Company repaid $10,137, resulting in a net balance owed of $751 as of October 31, 2021.

During the period ended April 30, 2021, a related party paid an expense on behalf of the Company totaling $2,829. This payment is considered a loan to the Company and is bearing 1% annual interest and payable April 15, 2023. The loan is unsecured.

Other Information

On October 11, 2021, Next Meats Co., Ltd., entered into and consummated a “Collaboration Agreement” with Dr. Foods Co., Ltd., a Japan Company which is a wholly owned subsidiary of Dr. Foods, Inc., a Nevada Company. Koichi Ishizuka is the sole officer and Director of Dr. Foods, Inc. Collectively, Next Meats Co., Ltd. and White Knight Co., Ltd. own and control approximately 81.20% of the voting control of Dr. Foods, Inc. White Knight Co., Ltd. is a Japan Company owned and controlled by Koichi Ishizuka. Koichi Ishizuka is the Chief Financial Officer of Next Meats Holdings. He is also an officer and Director of Next Meats Co., Ltd.

Next Meats Co., Ltd. intends to co-develop new food products with Dr. Foods Co., Ltd. and subsequently offer them for sale.

Review, Approval and Ratification of Related Party Transactions

Given our stage of development, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. We intend to establish formal policies and procedures in the future, once we have furthered our business agenda and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

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Market Price of & dividends on the registrants common equity & related matters

(a) Market Information.

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. Prior to the reorganization it participated in, effective October 28, 2020, it was not quoted on any marketplace or exchange.

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

Holders

As of the date of this current report on Form 8-K, we have 500,000,000 shares of common stock, $0.001 par value, issued and outstanding.

As of the date of this report, we have approximately 73 shareholders of record. This is inclusive of Cede and Co., which is deemed to be one shareholder of record. For further clarification, Cede & Co. is currently defined by the “NASDAQ”, as “a Nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.”

Dividends and Share Repurchases

We have not paid any dividends to our shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan Information

Not applicable.

LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

RECENT SALES OF UNREGISTERED SECURITIES

The Company has not conducted any recent sales of securities. Although, not a recent sale, it should be noted the Company completed and fulfilled the terms of its Share Cancellation and Exchange agreement, December 16, 2021, as detailed on page 4 and elsewhere throughout this report.

DESCRIPTION OF SECURITIES

We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”).

As of the date of this filing we have 500,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding.

Common Stock

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meeting for all purposes, including the election of directors. the Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class or series shall be entitled as a matter of right to subscribe for purchase or receive any part of any new or additional issue of shares of stock of any class or series, or of securities convertible into shares of stock of any class or series, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

We have 500,000,000 shares of Common Stock authorized. 

Preferred Stock

The Preferred Stock of the corporation shall be issuable by authority of the Board of Directors of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time.

We have 20,000,000 shares of Preferred Stock Authorized.

Options and Warrants

None.

Convertible Notes

None.

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 INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Note: Note: The consolidated financial statements of Next Meats Holdings, Inc., through October 31, 2021 are included herein by reference to our Form 10-Q, filed with the Securities and Exchange Commission on December 15, 2021.

The quarter ending January 31, 2021, and thereafter, will include consolidated financial statements of NextMeats France and also Next Meats Co., Ltd. given the acquisition of Next Meats Co., Ltd. occurred on December 16, 2021.

 Index to Financial Statements - Pro Forma Financial Information

(Unaudited)

Note: The below Pro Forma Financial Information is included herein to give historical financial information of the registrant given the December 16, 2021 acquisition of Next Meats Co., Ltd.

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