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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