5.01 CHANGES IN CONTROL OF REGISTRANT

On or about July 1, 2022, Next Meats Holdings, Inc., a Nevada Company ("NXMH"), sold 5,000 shares of our Series Z Preferred Stock to White Knight Co., Ltd., a Japan Company ("WK"), at a price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The Share Purchase Agreement"). White Knight Co., Ltd. is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. White Knight Co., Ltd. is deemed to be an accredited investor. The purchase of shares was made for investment purposes. The consummation of the transaction contemplated by the Share Purchase Agreement resulted in a change in control of the Company, with WK becoming the Company's largest controlling shareholder. Previous to the consummation of the Share Purchase Agreement, the majority shareholders were comprised jointly of WK, and NXMH.

The Board of Directors of NXMH, WK, and DRFS unanimously approved the above transaction.

The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (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.

A copy of the Share Purchase Agreement is attached herein as exhibit 10.1. This Form 8-K does not purport to include full details and or terms of the Share Purchase Agreement.

Following the aforementioned sale of restricted Series Z Preferred Stock, White Knight Co., Ltd. now owns 10,000 shares of Series Z Preferred Stock of DRFS, which equates to approximately 79.22% voting control of the Company, as of the date of this report. White Knight Co., Ltd. is our majority shareholder. There have been no changes in the nature of the Company's business plan.






Item 9.01 Exhibits


                              EXHIBITS TO FORM 8-K



Exhibit Number  Description of Exhibit
10.1           Share Purchase Agreement (1)

(1) Filed herewith as an exhibit.

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