Item 8.01 Other Events.
On January 13, 2022, we filed a Form 8-K with the Securities and Exchange
Commission to disclose that 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 was 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.
Pursuant to the Letter of Intent, on March 31, 2022, all parties named therein
mutually agreed to extend the terms of the non-definitive agreement 30 more days
in order to provide more time to prepare the books and records of Mama Foods
Co., Ltd. However, the books and records of Mama Foods Co., Ltd. were not
prepared in time for Dr. Foods, Inc. to consummate the acquisition of Mama Foods
Co., Ltd. within the extension timeframe. Accordingly, the Letter of Intent
became null and void.
On May 6, 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 new
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. While the material terms of the agreement remain the same as the initial
letter of intent entered into on January 12, 2022, the expiration date has been
changed to June 30, 2022.
There is no guarantee that this will be sufficient time to complete the
transaction(s) contemplated in the non-definitive agreement. If agreed upon, all
parties may elect to further extend the terms of the Letter of Intent.
Item 9.01 Exhibits
Exhibit Number Description of Exhibit
10.1 Letter of Intent (1)
(1) Filed herewith.
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