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 on a consolidated basis 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.





Business

We share the same business plan as that of our subsidiaries and we also act as a holding company for our subsidiaries. Through Next Meats Co., Ltd., Next Meats USA, Inc., Next Meats HK Co. Limited, Next Meats (S) Pte. Ltd., and NextMeats France, we develop and sell alternative meat products, with ingredients derived from predominantly, plant based materials.

Liquidity and Capital Resources

As of April 30, 2022 and 2021, we had cash and cash equivalents in the amount of $620,297 and $7,210,200, respectively. As a result of furthering our business agenda, which comes with, what we believe to be, increased general and administrative expenses, our cash balance from the fiscal year ended April 30, 2021, has decreased significantly.

Currently, our cash balance is not sufficient to fund our operations and our revenues cannot cover our cost and expenses for any extended period of time. We have primarily relied upon fundraising activities from the sale of our common stock in order to fund our business activities. We believe, and intend, to use future revenues to fund our operating activities. However, if our revenue does not increase as we expect, then we may be forced to conduct future fundraising activities, which may include, but are not limited to, the sale of our common stock, or capital contribution from our officers and directors.

If we need additional cash and cannot raise it, we will have to adjust our operating strategy accordingly.

As of April 30, 2022, and 2021, we had total assets of $5,728,600 and $8,485,731, respectively. We attribute the increase in total assets, to the acquisition of additional assets during the fiscal year ended April 30, 2022.

As of April 30, 2022, and 2021, we had total liabilities of $853,814 and $498,865, respectively. We attribute the increase in total liabilities, to an increase in accrued expenses and other payables.


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  Table of Contents

Revenues

For the fiscal years ended April 30, 2022 and 2021, we generated revenue in the amount of $6,950,236 and $398,386, respectively. For the fiscal years ended April 30, 2022 and 2021, our cost of revenues were $5,707,788 and $301,166, respectively. For the fiscal years ended April 30, 2022 and 2021, our gross profit was $1,242,448 and $97,220, respectively. The increase in gross profit came about as a result of increased operations.





Net Loss

We recorded a net loss of $5,795,980 and $5,881,649,768 for the years ended April 30, 2022 and 2021, respectively. The greater net loss for the year ended April 30, 2021, was the result of significant share-based expenses.





Cash flows

For the years ended April 30, 2022 and 2021, we had negative cash flows from operating activities in the amount of $8,452,904 and $1,151,090, respectively. The variance in cash flows is primarily attributable to advance payments and prepaid expenses for the fiscal year ended April 30, 2022.

For the years ended April 30, 2022 and 2021, we had negative cash flows from investing activities in the amount of $1,092,511 and $697,095, respectively. The variance in cash flows is attributable to land and improvements for the fiscal year ended April 30, 2022. In regards to land improvement, as part of our plan to construct the NEXT Factory, we purchased a plot of land, which has since been cleared for construction, in Nagaoka City. Our plans for the construction of the NEXT Factory have now been placed on indefinite hiatus, and consequently we will be seeking to sell this land back to Nagaoka City, but there can be no assurances that we will do so on terms that we deem to be favorable.

For the years ended April 30, 2022 and 2021, we had net cash provided by financing activities in the amount of $4,084,478 and $9,128,446, respectively. The variance in cash flows is attributable to a significant stock issuance during the fiscal year ended April 30, 2021.





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 Company has not recorded enough revenue to cover its operating costs. We expect our wholly-owned subsidiary, NextMeats France, to increase activity in the next fiscal quarter which we expect will produce revenue to cover at least some operating costs. We also expect our wholly-owned subsidiary, Next Meats Japan Co. Ltd to improve its 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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