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.

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, was, at the time, Next Meats Co., Ltd. Next Meats Holdings, Inc. is currently an SEC reporting company.

A Certificate of Amendment to change our name was filed with the Nevada Secretary of State on August 24, 2021, effective immediately. 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").

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.

On January 12, 2022, Dr. Foods, Inc., a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co., Ltd., a Japan Company entered into a non-definitive agreement, a "Letter of Intent", whereas it is proposed that Dr. Foods, Inc., will acquire 100% of the controlling interest of Mama Foods Co., Ltd. from White Knight Co., Ltd. in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co., Ltd. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. The original letter of intent and terms had expired but were extended through June 30, 2022, and again indefinitely until further notice by all parties until the acquisition and original terms of the letter of intent are able to be fulfilled by each applicable party. Unless otherwise noted by future filings, the Company has every intention to follow through with the acquisition of Mama Foods Co., Ltd.

Mama Foods, Co., Ltd. ("Mama Foods") is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled foods to packed and sterilized food. Mama Foods uses ingredients carefully taken from natural kelp and bonito without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing "in house" production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including certain products offered for sale by Next Meats Co., Ltd., such as "Next Kalbi 2.0", a boneless short rib made from meat substitutes. Currently, Mama Foods employs approximately 43 individuals. In 2021, White Knight Co., Ltd. acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods, which includes additional information, can be found here: mama-foods.com/en/

Our majority shareholders, collectively, White Knight Co., Ltd. and Next Meats Holdings, Inc., and our Board of Directors, have executed a resolution to ratify, affirm, and approve an amendment to our Certificate of Incorporation, increasing the authorized shares of our Common Stock from 2,400,000,000 to 4,800,000,000. The Amendment was filed with the Nevada Secretary of State on February 22, 2022, effective immediately upon filing.

On or about May 31, 2022, we sold 307,692,308 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.0025 USD per share of Common Stock.

The proceeds from this sale are to be used by the Company for working capital.

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.

Following the sale of restricted common shares to SJ Capital Co., Ltd., we now have 2,622,968,890 shares of Common Stock issued and outstanding as of June 13, 2022.

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.

On July 11, 2022, Dr. Foods Inc. (the "Company") dismissed its independent registered public accounting firm, BF Borgers CPA PC ("BFG") effective immediately. This decision was approved by the Company's Board of Directors, comprised solely of Koichi Ishizuka.The report of BFG on the Company's financial statements for fiscal years ended March 31, 2022 and 2021 included in the Company's annual report on Form 10-K for the year ended March 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle.

On July 11, 2022, the Company engaged M&K CPAS, PLLC ("M&K") as its new independent registered public accountant for the fiscal year ending March 31, 2023. This decision was approved by the Company's Board of Directors, comprised solely of Koichi Ishizuka.

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.





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.

On January 12, 2022, Dr. Foods, Inc., Mama Foods Co., Ltd. ("Mama Foods"), a Japan Company, and White Knight Co., Ltd. ("WKC") entered into a non-definitive agreement, a "Letter of Intent", whereas it is proposed that Dr. Foods, Inc., will acquire 100% of the controlling interest of Mama Foods from WKC in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to WKC. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. Mama Foods is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled foods to packed and sterilized food. Mama Foods uses ingredients carefully taken from natural kelp and bonito without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing "in house" production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including certain products offered for sale by Next Meats Co., Ltd., such as "Next Kalbi 2.0", a boneless short rib made from meat substitutes. Currently, Mama Foods employs approximately 43 individuals. In 2021, WKC. acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD.

The sole shareholder of Mama Foods is WKC which is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and Director of Dr. Foods, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd.

Liquidity and Capital Resources

Our cash balance is $200,802 as of June 30, 2022. We have been utilizing funds from our Chief Executive Officer, Koichi Ishizuka to fund our operations and we intend to rely on Koichi Ishizuka for funding going forward.

Mr. Ishizuka has 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 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 $52,531 for the three months ended June 30, 2022 and $1,003,425 for the three months ended June 30, 2021.





Cash flow

For the three months ended June 30, 2022, we had negative cash flows from operating activities in the amount of $55,507.

For the three months ended June 30, 2022, we had net cash flows from financing activities in the amount of $803,736.





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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