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" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. 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. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
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
Next Meats Holdings, Inc. (we, us, our, or the "Company"), formerly known as
Turnkey Solutions, Inc., was incorporated on April 15, 2020 in the State of
Nevada.
On April 15, 2020, Paul Moody was appointed Chief Executive Officer, Chief
Financial Officer, and Director of the Company, at the time known as "Turnkey
Solutions, Inc."
On October 1, 2020, the Company, at the time known as "Turnkey Solutions, Inc."
(the "Company" or "Successor") announced on Form 8-K plans to participate in a
holding company reorganization ("the Reorganization" or "Merger") with
Intermedia Marketing Solutions, Inc. ("IMMM" or "Predecessor") and Intermedia
Marketing Solutions Merger Sub, Inc. ("Merger Sub") collectively (the
"Constituent Corporations") pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and
NRS 92A.250. Immediately prior to the Reorganization, the Company was a direct
and wholly owned subsidiary of Intermedia Marketing Solutions, Inc. and
Intermedia Marketing Solutions Merger Sub, Inc. was a direct and wholly owned
subsidiary of the Company.
The effective date and time of the Reorganization was October 28, 2020 at 4PM
PST (the "Effective Time"). The entire plan of Merger is on file with Nevada
Secretary of State ("NSOS") and included in the Articles of Merger pursuant to
NRS 92A.200 Nevada Secretary of State ("NSOS") and attached to and made a part
thereof to the Articles of Merger pursuant to NRS 92A.200 filed with NSOS on
October 16, 2020. At the Effective Time, Predecessor merged with and into its
indirect and wholly owned subsidiary, Merger Sub with Predecessor as the
surviving corporation resulting in Predecessor as a wholly owned subsidiary of
the Company.
Concurrently and after the Effective Time, the Company cancelled all of its
stock held in Predecessor resulting in the Company as a stand-alone and separate
entity with no subsidiaries, no assets and negligible liabilities. The assets
and liabilities of Predecessor, if any, remained with Predecessor. The Company
abandoned the business plan of its Predecessor.
Full details pertaining to the Reorganization can be viewed in the Company's
Form 8-K filed on October 29, 2020.
On November 18, 2020 our now former controlling shareholder, Flint Consulting
Services, LLC sold 35,000,000 shares of common stock to Next Meats Co., Ltd., a
Japan Company. Next Meats Co., Ltd. is a Japanese Company that 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. As will be described later on, Next Meats Co., Ltd. is now a wholly
owned subsidiary of the Company.
On November 18, 2020, Paul Moody resigned from his position of Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and Director.
Simultaneous to Paul Moody's resignations, Ryo Shirai was appointed as our Chief
Executive Officer and Director, Hideyuki Sasaki as our Chief Operating Officer
and Director, and Koichi Ishizuka as our Chief Financial Officer.
On January 8, 2021 our now former majority shareholder, Next Meats Co., Ltd., a
Japan Company, along with our Board of Directors, took action to ratify, affirm,
and approve a name change of the Company from Turnkey Solutions, Inc., to Next
Meats Holdings, Inc. The Company filed a Certificate of Amendment with the
Nevada Secretary of State ("NVSOS") to enact the name change with an effective
date of January 19, 2021. This was previously disclosed in the Form 8-K we filed
on January 25, 2021.
Also on January 8, 2021, our now former majority shareholder Next Meats Co.,
Ltd., along with our Board of Directors took action to ratify, affirm, and
approve a change of the Company's ticker symbol from TKSI to NXMH.
Pursuant to the above, the Company carried out a FINRA corporate action. As a
result of the aforementioned actions the Company's CUSIP number was changed
from 90043H102 to 65345L 100. The change in CUSIP, name change, and symbol
change were posted on the FINRA daily list on January 25, 2021 with a market
effective date of January 26, 2021.
On January 28, 2021, Next Meats Co., Ltd., along with our Board of Directors,
took action to ratify, affirm, and approve the issuance of 452,352,298 shares of
restricted common stock to Next Meats Co., Ltd. The shares were issued for
services rendered to the Company.
On June 9, 2021 the Company entered into a "Share Cancellation and Exchange
Agreement" (referred to herein as "the Agreement") with Next Meats Co., Ltd., a
Japan Company. Pursuant to the Share Cancellation and Exchange Agreement,
effective on December 16, 2021, Next Meats Holdings, Inc. acquired Next Meats
Co., Ltd. as a wholly owned subsidiary. Commensurate with this action, there was
a conversion of the Next Meats Holdings, Inc. percentile share interest in
exchange for the Company's 100% share interest in Next Meats Co., Ltd.
Immediately prior to the effective time, each (now former) shareholder of Next
Meats Co., Ltd. cancelled and exchanged their percentile share interest in Next
Meats Co., Ltd. for an equivalent percentile share interest in Next Meats
Holdings, Inc. at a pro rata percentage. As a result of the Share Cancellation
and Exchange Agreement, we now own 100% of the issued and outstanding shares of
Next Meats Co., Ltd., which constitutes 1,000 shares of common stock.
We believe that the aforementioned transaction(s) relating to the Share
Cancellation and Exchange Agreement described above constituted a tax-free
organization pursuant to Section 368(a)(1) of the Internal Revenue Code. Full
details of the Share Cancellation and Exchange Agreement are contained within
our Form 8-K filed with the Securities and Exchange Commission on December 16,
2021.
Following the acquisition of Next Meats Co., Ltd. on December 16, 2021, we
ceased to be a shell company. Currently, and going forward, we intend to act as
a holding company for our subsidiaries which develop and sell alternative meat
products, created from various meat substitutes.
On December 28, 2021, Ryo Shirai resigned as our Chief Executive Officer and was
appointed Chairman of the Board of Directors.
The resignation of Mr. Ryo Shirai, as Chief Executive Officer, was not the
result of any disagreement with the Company on any matter relating to its
operations, policies, or practices.
On December 28, 2021, Mr. Koichi Ishizuka was appointed Chief Executive Officer
of the Company.
On December 28, 2021 we filed an amendment to our Articles of Incorporation with
the Nevada Secretary of State, resulting in an increase to our authorized shares
of Common Stock from 500,000,000 to 1,000,000,000.
On or about December 29, 2021, we sold 270,929 shares of restricted Common Stock
to Demic Co., Ltd.., a Japanese Company, at a price of $2.00 per share of Common
Stock. The total subscription amount paid by Demic Co., Ltd. was approximately
$541,858. Demic Co., Ltd. is not considered a related party to the Company.
The proceeds from the sale of shares went to the Company to be used as working
capital.
On or about December 29, 2021, we sold 882,257 shares of restricted Common Stock
to Kiyoshi Kobayashi, a Japanese Citizen, at a price of $2.00 per share of
Common Stock. The total subscription amount paid by Kiyoshi Kobayashi was
approximately $1,764,513. Kiyoshi Kobayashi is not considered a related party to
the Company.
The proceeds from the sale of shares went to the Company to be used as working
capital.
On or about February 4, 2022, we sold 208,855 shares of restricted Common Stock
to Daisuke Kuroika, a Japanese Citizen, at a price of $2.10 per share of Common
Stock. The total subscription amount paid by Daisuke Kuroika was approximately
$438,596. Daisuke Kuroika is not considered a related party to the Company.
The proceeds from the sale of shares went to the Company to be used as working
capital.
In January of 2022, we engaged counsel to incorporate Next Meats USA, Inc. on
our behalf. Next Meats USA, Inc. ("NXMH USA") was incorporated on January 18,
2022 and is a California Corporation.
On February 7, 2022, the incorporator of Next Meats USA, Inc. was discharged of
any further duties. Simultaneously, Koichi Ishizuka and Koki Terui were
appointed as Directors, and Koki Terui was appointed President, Chief Executive
Officer, Secretary, Treasurer and Chief Financial Officer.
On February 7, 2022, NXMH USA issued 100 shares of its common stock to Next
Meats Holdings, Inc., a Nevada Corporation, in exchange for $10,000. As a result
of this action, Next Meats Holdings, Inc. became the sole shareholder of NXMH
USA. NXMH USA is now a wholly owned subsidiary of Next Meats Holdings, Inc.
Next Meats Holdings, Inc., intends to utilize NXMH USA as a means to expand its
business operations into the United States. Currently, the Company offers a wide
variety of alternative meat products and it is the Company's plan to make these
products more readily available to those in the United States via NXMH USA.
On or about February 8, 2022, we incorporated Next Meats HK Co. Limited ("Next
Meats HK"), a Hong Kong Company. Next Meats HK is now a wholly owned subsidiary
of the Company. The Registry Number associated with this entity in Hong Kong is
3126390.
On or about March 2, 2022, we incorporated Next Meats (S) Pte. Ltd. ("Next Meats
Singapore"), a Singapore Company. Next Meats Singapore. is now a wholly owned
subsidiary of the Company. The Company Registration Number in Singapore is
202207295H.
On or about March 7, 2022, we sold 668,780 shares of restricted Common Stock to
Yakuodo Co., Ltd., a Japanese Company, at a price of $1.30 per share of Common
Stock. The total subscription amount paid by Yakuodo Co., Ltd. was approximately
$869,414. Yakuodo Co., Ltd. is not considered a related party to the Company.
The proceeds from the sale of shares went to the Company to be used as working
capital.
On or about March 29, 2022, we sold 133,779 shares of restricted Common Stock to
Hidemi Arasaki, a Japanese Citizen, at a price of $1.30 per share of Common
Stock. The total subscription amount paid by Hidemi Arasaki was approximately
$173,913. Hidemi Arasaki is not a related party to the Company.
The proceeds from the sale of shares went to the Company to be used as working
capital.
On or about April 5, 2022, we sold 91,000 shares of restricted Common Stock to
Interwoos Co., Ltd., a Japanese Company, at a price of $0.90 per share of Common
Stock. The total subscription amount paid by Interwoos Co., Ltd. was
approximately $81,900. Interwoos Co., Ltd. is not a related party to the
Company.
The proceeds from the sale of shares went to the Company to be used as working
capital.
The aforementioned sales of shares detailed above were conducted pursuant to
Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The
sales of shares were 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.
On or about July 20, 2021 we had acquired 5,000 shares of Series Z Preferred
Stock of Dr. Foods, Inc., a Nevada Company, from CRS Consulting, LLC, a Wyoming
Limited Liability Company ("CRS").
On or about July 1, 2022, we sold the 5,000 shares of Series Z Preferred Stock
of Dr. Foods, Inc., a Nevada Company ("DRFS"), 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 us no longer having an equity
position in DRFS and with WK becoming the largest controlling shareholder of
DRFS.
We intend to use the proceeds from the aforementioned sale for working capital.
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.
On July 12, 2022, Mr. Ryo Shirai resigned as the Company's Chairman of the Board
of Directors and as a Director. Mr. Shirai's resignations are a result of
personal health issues. The resignations of Mr. Ryo Shirai were not the result
of any disagreement with the Company on any matter relating to its operations,
policies, or practices.
The Company's Board of Directors is now only comprised of two members.
Liquidity and Capital Resources
Our cash balance is $83,866 as of July 31, 2022. Our cash balance is not
sufficient to fund our limited levels of operations for any period of time. In
order to implement our plan of operations for the next twelve-month period, we
require further funding. 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.
Net Loss
We have recorded a net loss of $942,498 and $1,164,323 for the three months
ended July 31, 2022 and July 31, 2021, respectively.
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.
As of July 31, 2022, the Company has not recorded enough revenue to cover its
operating costs. We expect our wholly-owned subsidiaries, specifically NextMeats
France and Next Meats Japan Co., Ltd. to improve their operating income in the
next fiscal quarter. However, management plans to fund some operating expenses
with related party contributions to capital until there is sufficient revenue to
cover all operating expenses. There is no assurance that management's plan will
be successful. 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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NEXT MEATS HOLDINGS, INC. 
