Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements."

These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.





Company Overview



Corporate History

Dr. Foods, Inc. (we, us, our, the "Company" or the "Registrant"), formerly known as Catapult Solutions, Inc., was incorporated in the State of Nevada on February 26, 2021. On the same date, Jeffrey DeNunzio was appointed the sole officer and Director of the Company.

The Company was created for the sole purpose of participating in a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the Reorganization were Ambient Water Corporation ("AWGI" or "Predecessor"), Catapult Solutions, Inc. ("Successor"), and Catapult Merger Sub, Inc. ("Merger Sub"). Our director was the sole director/officer of each constituent corporation in the anticipated Reorganization.

Catapult Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc.

Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021 at 4:00 PM EST ("Effective Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.'s ("Successors") common stock.

Catapult Solutions, Inc., as successor issuer to Ambient Water Corporation, continued to trade in the OTC MarketPlace under the previous ticker symbol "AWGI" until the new ticker symbol "CPSL" for the Company was released into the OTC MarketPlace on April 30, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 14903C102.

Concurrently, with the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions, Inc. becoming a stand-alone company.

On April 28, 2021, after the completion of the Holding Company Reorganization, we cancelled all of the stock held in Ambient Water Corporation resulting in Ambient Water Corporation as a stand alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with Ambient Water Corporation after the subsequent restructuring. Jeffrey DeNunzio, the Director of Ambient Water Corporation, did not discover any assets of Ambient Water Corporation from the time he was appointed Director until the completion of the Holding Company Reorganization and subsequent separation of Ambient Water Corporation as a stand-alone company.

At the Effective Time of Reorganization and following the subsequent separation of Ambient Water Corporation as a stand-alone company, all assets and liabilities of Ambient Water Corporation, if any remain with Ambient Water Corporation.

Nevada merger statute NRS 92A.250 and the language contained on page 3 of the "Agreement and Plan of Merger," attached herein as exhibit 10.1, articulates that vesting of assets and liabilities shall vest in Ambient Water Corporation as the surviving corporation in the downstream merger by and between Ambient Water Corporation and Catapult Merger Sub, Inc. The Registrant did not assume any debt of Ambient Water Corporation by the conversion of securities held by the former shareholders of Ambient Water Corporation into the identical and equivalent securities of the Registrant.

There is no business relationship between Ambient Water Corporation and the Registrant after the foregoing separation.

On July 20, 2021, Catapult Solutions, Inc., a Nevada Corporation, 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 the Company's Series Z Preferred Stock, representing approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of Series Z Preferred Stock were transferred to NXMH. WKC and NXMH paid consideration of three hundred seventy-five thousand dollars ($375,000) (the "Purchase Price"). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC and NXMH, becoming the Company's largest controlling stockholders.

On the Closing Date, July 23, 2021, Mr. Jeffrey DeNunzio resigned as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director. On the Closing Date, Mr. Koichi Ishizuka was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka. The majority shareholder of Next Meats Holdings, Inc., a Nevada Company, is Next Meats Co., Ltd. Next Meats Holdings, Inc. is currently an SEC reporting company. WKC and NXMH are currently our majority shareholders.

A Certificate of Amendment to change our name was filed with the Nevada Secretary of State on August 24, 2021 with an effective date of the date of submission. The name of the Corporation was changed to Dr. Foods, Inc..

On or about September 17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr. Foods Co., Ltd. to, amongst other things, act as an importer, reseller, developer, and manufacturer of various food products that we may develop in the future.

We intend to explore opportunities in the food and beverage industry.

On October 5, 2021, we announced plans to entertain an agreement with Next Meats Co., Ltd., a Japan company that shares common management with the Company, to co-develop new food products and subsequently offer them for sale. Next Meats Co., Ltd. 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.

On October 11, 2021, we, through our wholly owned subsidiary Dr. Foods Co., Ltd., entered into and consummated a "Collaboration Agreement" with Next Meats Co., Ltd., a Japan company that shares common management with the Company, to co-develop new food products and subsequently offer them for sale. Next Meats Co., Ltd. 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 Collaboration Agreement 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.

Dr. Foods Co., Ltd., a Japan Company, intends to conduct research and development of new food products pursuant to the Collaboration Agreement via its three new executive officers, all of whom were appointed on October 11th of 2021.

Upon execution of the "Collaboration Agreement" entered into by our wholly owned subsidiary, Dr. Foods Co., Ltd., with Next Meats Co., Ltd., a Japan Company, and commensurate with a notable increase in the level of our business operations, we have ceased our status as a "shell company", as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act").

FINRA announced, on their November 2, 2021 daily list, that the market effective date of our name change to Dr. Foods, Inc., and ticker symbol change, will be November 3, 2021. On November 3, 2021, we began, trading under the symbol DRFS. The new CUSIP number associated with our common stock, as of the market effective date of November 3, 2021, is 26140D107.

Except as described herein, there were no arrangements or understandings among former and new control parties with respect to the election of directors or other matters. As required to be disclosed by Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

The Company is an "emerging growth company" ("EGC"), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC's) reporting and disclosure rules (See Emerging Growth Companies Section Below).

The Company has elected March 31st as its year end.





Other Business Updates

As mentioned already in our Form 8-K filed on October 15, 2021, and pursuant to our collaborative agreement with Next Meats Co., Ltd., a Japan Company, we have jointly developed a product that we believe mimics the taste and quality of the French delicacy, 'Foie Gras'. We believe that our propriety formula, and the process to create our version of Foie Gras, with is through a unique method of fermentation, is patentable and we are currently seeking to patent what we consider our intellectual property within the country of Japan. Following this action, we intend to bring our 'Foie Gras' alternative to market with the assistance of Next Meats Co., Ltd., who we believe has the connections and resources necessary to mass produce such products.

There is the possibility that our Foie Gras alternative is not patentable and any investor should weigh any risks involved in making an investment in us given this fact. Additionally, we are uncertain as to the timetable it may take to bring this product to market.

In addition to our Foie Gras alternative, which we have dubbed, 'Dr. Foie Gras', we intend to develop additional new alternate meat products jointly with Next Meats Co., Ltd. that we also believe would gain popularity in the marketplace.

We intend to continue to make publicly available information through our SEC filings, which are filed with the Securities and Exchange Commission. As appropriate, we have filed, and will continue to file, Form 8-K's to disclose any material events or other pertinent information that would require us to file a Form 8-K.





Mergers and Acquisitions

We currently operate through Dr. Foods Co., Ltd., a Japan Company.

Our current management and controlling shareholders, collectively Koichi Ishizuka, White Knight Co., Ltd., and Next Meats Holdings, Inc., believe that we may be able to further our business agenda by exploring various merger and or acquisition opportunities in the food sector.

It should be noted that we rely entirely, at this time, on our controlling shareholders listed above, and Koichi Ishizuka, our sole Director, for funding. None of these parties are obligated to loan or provide us any funding.

Liquidity and Capital Resources

Our cash balance is $0 as of September 30, 2021. We have been utilizing funds from our Chief Executive Officer, Koichi Ishizuka to fund our operations and we intend to rely on Koichi Ishizuka and or Next Meats Holdings, Inc. for funding going forward.

Mr. Ishizuka and Next Meats Holdings, Inc. have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we may require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.





Revenues

The company has generated no revenue to date. As of September 30, 2021 the company was considered a shell company.

As disclosed in our Form 8-K filed on October 5, 2021, we incorporated Dr. Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr. Foods Co., Ltd. to, amongst other things, act as an importer, reseller, developer, and manufacturer of various food products that we may develop in the future.

At this time we operate exclusively through our wholly owned subsidiary, Dr. Foods Co., Ltd.

Upon execution of the "Collaboration Agreement" entered into by our wholly owned subsidiary, Dr. Foods Co., Ltd., with Next Meats Co., Ltd., a Japan Company, and commensurate with a notable increase in the level of our business operations, 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").





Net Income

We recorded net loss of $14,192 for the three months ended September 30, 2021 and $1,017,617 for the six months ended September 30, 2021.





Cash flow

For the six months ended September 30, 2021, we had negative cash flows from operating activities in the amount of $18,167. For the six months ended September 30, 2021, we had net cash flows from financing activities in the amount of $18,167.





Going Concern

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

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