Japan Food Tech Holdings, Inc 10-Q for FY2025 Q1
Japan Food Tech Holdings, Inc. (JFTH)
About this 10-Q
Japan Food Tech Holdings, Inc filed this 10-Q on October 1, 2024, covering the quarter ended June 30, 2024 (FY2025 Q1).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5276
- up 756.5% from $616 a year earlier
- Net loss
- $81.31K
- compared with a net loss of $68.36K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
FOR
THE QUARTERLY PERIOD ENDED
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION
FILE NUMBER:
(Exact name of registrant as specified in its charter)
| Nevada | |||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan |
107-0062 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
| (registrant’s telephone number, including area code) |
N/A |
| (former name or former mailing address, if changed since last report) |
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Smaller reporting
company |
Emerging growth
company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]
Yes [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of October 1, 2024, there were shares of Common Stock and shares of Series Z Preferred Stock issued and outstanding.
-1-
INDEX
-2-
PART I - FINANCIAL INFORMATION
Japan Food Tech Holdings, Inc.
Consolidated Balance Sheets
|
June 30, 2024 (Unaudited) |
March 31, 2024 (Audited) | ||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | $ | |||
| Accounts receivable - trade | |||||
| Advance payments | |||||
| TOTAL CURRENT ASSETS | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | $ | $ | |||
| Accounts payable - related party | |||||
| Deferred revenue | |||||
| Other current liabilities | |||||
| TOTAL LIABILITIES | $ | $ | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($ par value, shares authorized; and issued and outstanding as of June 30, 2024 and March 31, 2024, respectively) | |||||
| Common stock ($ par value, shares authorized, and issued and outstanding as of June 30, 2024 and March 31, 2024, respectively) | |||||
| Foreign currency translation adjustment | ( |
( | |||
| Additional paid-in capital | |||||
| Accumulated deficit | ( |
( | |||
| Total Stockholders’ Equity (Deficit) |
( |
( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | |
$ |
The accompanying notes are an integral part of these unaudited financial statements.
F-1
Japan Food Tech Holdings, Inc.
Consolidated Statements of Operations
(Unaudited)
Three Months June 30, 2024 |
Three Months June 30, 2023 | |||
| Revenues | ||||
| Revenues, net | $ | $ | ||
| Revenues, net - related party | ||||
| Total Revenues | ||||
| Cost of revenues | ||||
| Gross Profit | $ | $ | ||
| Operating Expenses | ||||
| General and administrative expenses | $ | $ | ||
| Total operating expenses | ||||
| Income (loss) from operations | ( |
( | ||
| Other income (expense) | ||||
| Interest income - related party | ||||
| Other income (expense) | ||||
| Total other income (expense) | ||||
| Net income (loss) before tax | ( |
( | ||
| Income tax expense | ||||
| NET INCOME (LOSS) | $ | ( |
$ | ( |
| Deemed dividend to preferred shareholders - related party | ( |
|||
| Net Income attributable to common shareholder | $ | ( |
$ | ( |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Foreign currency translation adjustment | $ | $ | ( | |
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | ( |
$ | ( |
| Income per common share | ||||
| Basic and diluted | $ | ( |
$ | ( |
| Weighted average common shares outstanding | ||||
| Basic and diluted |
The accompanying notes are an integral part of these unaudited financial statements.
F-2
Japan Food Tech Holdings, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period Ending June 30, 2024
(Unaudited)
| Common Shares | Par Value Common Shares | Series Z Preferred Shares | Par Value Series Z Preferred Shares | Additional Paid-in Capital |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit | Total | ||||||||
| Balances, March 31, 2024 | $ | $ | $ | $ | ( |
$ | ( |
$ | ( | ||||||
| Series Z preferred shares converted to common shares - related party | 82,000,000 |
(82) |
( |
|
|||||||||||
| Expenses paid on behalf of the company and contributed to capital | - | - | |||||||||||||
| Deemed dividend on preferred stock amendment - related party | - | - | ( |
||||||||||||
| Net loss | - | - | ( |
( | |||||||||||
| Foreign currency translation | - | - | |||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | $ | ( |
$ | ( |
$ | ( |
Japan Food Tech Holdings, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period Ending June 30, 2023
(Unaudited)
| Common Shares | Par Value Common Shares | Series Z Preferred Shares | Par Value Series Z Preferred Shares | Additional Paid-in Capital |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit | Total | ||||||||
| Balances, March 31, 2023 | $ | $ | $ | $ | ( |
$ | ( |
$ | 502,056 | ||||||
| Common shares sold | 593,811 |
- |
|
|
187,050 | ||||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - | 22,496 | ||||||||||||
| Net loss | - | - | ( |
(68,362) | |||||||||||
| Foreign currency translation | - | - | ( |
(45,112) | |||||||||||
| Balances, June 30, 2023 | $ | $ | $ | $ | ( |
$ | ( |
$ | 598,128 |
The accompanying notes are an integral part of these unaudited financial statements.
F-3
Japan Food Tech Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
|
Three Months June 30, 2024 |
Three Months June 30, 2023 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | ( |
$ | ( | |
| Changes in current assets and liabilities: | |||||
| Accounts receivable | ( | ||||
| Advance payments | ( |
||||
| Accounts payable, other | ( | ||||
| Accounts payable, related party | ( |
||||
| Interest receivable - related party | ( | ||||
| Accrued expenses | ( | ||||
| Deferred revenue | ( |
||||
| Other current liabilities | ( |
( | |||
| Net cash used in operating activities | ( |
( | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Loan to related party | ( | ||||
| Net cash used in investing activities | ( | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Cash received for common shares | |||||
| Contributed capital | |||||
| Net cash provided by financing activities | |||||
| Net effect of exchange rate changes on cash | ( |
( | |||
| Net change in cash | ( |
||||
| Beginning cash balance | |||||
| Ending cash balance | $ | $ | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
| Interest paid | $ | $ | |||
| Income taxes paid | $ | $ | |||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
| Preferred stock conversion – related party | $ | $ | |||
| Deemed dividend on preferred stock amendment - related party | $ | $ |
| ||
The accompanying notes are an integral part of these unaudited financial statements.
F-4
Japan Food Tech Holdings, Inc.
Notes to the Unaudited Consolidated Financial Statements
Note 1 - Organization and Description of Business
Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.”, and “Catapult Solutions, Inc.” (referred to as “we,” “us,” “our,” the “Company” and or the “Registrant”), was incorporated in the State of Nevada on February 26, 2021.
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.
On January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as, “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., would acquire 100% of the controlling interest of Mama Foods Co., Ltd. from related party, 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.
To proceed with the transaction the Issuer required, and continues to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and a review of any interim periods following the most recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward in any capacity.
White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi Ishizuka.
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.
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/
The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer. However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.,” has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial documentation, which it has not done so to date.
The preparation of Mama Foods Co., Ltd.’s financial records is being led by Koichi Ishizuka, who has other business commitments and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited knowledge themselves, to assist with this process.
Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka providing the necessary documentation and supporting information, which remains uncertain.
On June 13, 2024, we filed Restated Articles of Incorporation with the Nevada Secretary of State. With this filing, we have changed our company name from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc. Additionally, we amended the rights and privileges for holders of Series Z Preferred Stock, amongst other updates.
Currently, we operate through Dr. Foods Co., Ltd. and DRFS Singapore and share the same business plan as that of Dr. Foods Co., Ltd. and DRFS Singapore.
At present, our principal focus is on the creation of plant-based food products to replace traditional animal products, while retaining the taste and texture of the original.
At this time, we neither rent nor own any properties. We utilize the office space and equipment of related party, Next Meats Co., Ltd., as well as office space of our management, at no cost. Management estimates such amounts to be immaterial.
The Company has elected March 31st as its year end.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidations
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Dr. Foods Japan Co., Ltd. and Dr. Foods Singapore Co., Ltd. All significant intercompany accounts and transactions have been eliminated.
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Advertising and Promotion
All advertising,
promotion and marketing expenses, including commissions, are expensed when incurred. Advertising expenses totaled $
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Cash and cash equivalents on June 30, 2024, and March 31, 2024, were
$
Accounts Receivable and Credit Policies
Accounts receivable are recognized and carried at the original invoice
amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is
no longer probable. Bad debts are written off as incurred. Accounts receivable totaled $
Concentration of Credit Risk
Accounts receivable from customers accounting for 10% or more of total accounts receivable are as follows:
For
the period ended June 30, 2024, 95% of total accounts receivable was owed by five customers in the amount of $
For the year ended March 31, 2024,
84% of total accounts receivable was owed by one customer in the amount of $
Revenue Recognition
The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), in the third quarter of fiscal year 2023, as this was the first quarter that the Company generated revenues. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors.
Revenue from product sales
We recognize revenue upon transfer of control of our promised goods in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.
For our primary transaction-based revenue source we have determined we are acting as an agent in the transactions and, therefore, a net presentation (that is, the amount billed to a customer less the amount paid to a supplier). Net presentation is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying goods and services and we do not control the goods provided by the supplier to the customer.
Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of June 30, 2024 and March 31, 2024, the Company had deferred revenues related to product sales of $0 and $328, respectively.
The Company’s revenue consists of food product sales through its subsidiary, Dr. Foods Co., Ltd.
Revenue - related party
During the periods ended June 30, 2024 and June 30, 2023, revenue totaling approximately $248 and $0, respectively, was recognized from sales to related party WB Burgers Japan Co. Ltd. (hereinafter referred to as “WBBJ”). WBBJ is considered to be a related party due to the fact that Koichi Ishizuka, CEO of the Company, indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and conditions applied to the above transactions were the same as those applied to sales to customers not related to the Company.
The Company’s revenue consists of food product sales through its subsidiary, Dr. Foods Co., Ltd.
Concentration of Revenues
Gross revenues from customers accounting for 10% or more of total revenues are as follows:
For the period ended June 30, 2024, 83% of total revenue was generated from three customers in the amount of $4,379.
Research and Development Expense
Research and development expense consists of costs incurred in performing research and development activities, including compensation and benefits for related employees, outside services and consulting costs, and related facilities, information technology and overhead expenses. Research and development costs are expensed as incurred. Research and development expenses totaled $0 in the periods ended June 30, 2024 and 2023.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized on June 30, 2024 and March 31, 2024.
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
During the periods ended June 30, 2024 and June 30, 2023, the number of diluted shares that have been excluded are 9,918,000 and 0, respectively.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
F-5
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The Company had no stock-based compensation plans as of June 30, 2024, and March 31, 2024.
The Company’s stock-based compensation for the periods ended June 30, 2024 and June 30, 2023 was $0 for both periods.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 3 - 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 negative cash flow from operations, minimal revenues, reoccurring net losses, and significant stockholders’ deficiency.
The Company has not established sufficient revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. 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.
F-6
Note 4 - Income Taxes
The
Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to
generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against
deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In
future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts
to be more likely than not. As of March 31, 2024, the Company has incurred a net loss of approximately $
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has incurred a net operating loss carryforward of $2,217,836 which begins expiring in 2036. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years
Note 5 - Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2024 other than the below:
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, collaborate 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 and 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. intends to conduct research and development of new food products pursuant to the Collaboration Agreement.
On January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as, “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., would acquire 100% of the controlling interest of Mama Foods Co., Ltd. from related party, 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.
To proceed with the transaction the Issuer required, and continues to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and a review of any interim periods following the most recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward in any capacity.
White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi Ishizuka.
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.
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/
The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer. However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.,” has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial documentation, which it has not done so to date.
The preparation of Mama Foods Co., Ltd.’s financial records is being led by Koichi Ishizuka, who has other business commitments and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited knowledge themselves, to assist with this process.
Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka providing the necessary documentation and supporting information, which remains uncertain.
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. He is also an officer and director of Next Meats Co., Ltd. Next Meats Co., Ltd. is a wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada Corporation. Through his direct and indirect ownership, Koichi Ishizuka is the controlling shareholder of Next Meats Holdings, Inc.
Note 6 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. There were 9,918 and 10,000 shares of Series Z Preferred Stock issued and outstanding as of June 30, 2024 and March 31, 2024, respectively.
As of March 31, 2024, Series Z Preferred Stock had no conversion rights to any other class, and every vote of Series Z Preferred Stock had, and continues to have, voting rights equal to 1,000,000 votes of Common Stock.
On June 13, 2024, we filed Restated Articles of Incorporation with the Nevada Secretary of State. With this filing, we have changed our company name from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc. Additionally, we amended the rights and privileges for holders of Series Z Preferred Stock, amongst other updates as detailed below:
Designation of Preferred Series Z stock. Ten Thousand (10,000) shares of the Company’s preferred stock shall be designated as Series Z Preferred Stock, $0.0001 par value per share. Initially, there will be no dividends due or payable on the Series Z Preferred Stock. Holders of Series Z Preferred Stock shall have the right to convert every one share of Series Z Preferred into One Million (1,000,000) Common Shares of the Corporation. Series Z Stock may be converted at any time, at the sole discretion of the holder of Series Z Preferred Stock. Converting Series Z Preferred Stock into Common Stock cannot be done if it necessitates an increase to our authorized shares. Each one share of the Series Z Preferred Stock shall have voting rights equal to one million (1,000,000) votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series Z Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation or by-laws.
During the period ended June 30, 2024, the Company recorded a deemed dividend of $396,360 on a preferred stock amendment after authorizing a preferred shares valuation from a third party consultant.
On June 17, 2024, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert 82 shares of its Series Z Preferred Stock of Japan Food Tech Holdings, Inc. into a total of 82,000,000 shares of Common Stock. This conversion has been approved by the Company and its Board of Directors, and the conversion became effective on June 17, 2024.
For clarity, every 1 share of Series Z Preferred Stock in the above transaction was converted into 1,000,000 shares of Common Stock, for a total of 82,000,000 shares of Common Stock. Converting Series Z Preferred Stock into Common Stock cannot be done if it necessitates an increase to our authorized shares. In this case, the conversion does not require an increase to the authorized shares.
Common Stock
The authorized common stock of the Company consists of shares with a par value of There were and shares of common stock issued and outstanding as of June 30, 2024, and March 31, 2024, respectively.
At the time of reorganization, April 28, 2021, former shareholders of Ambient Water Corporation became shareholders of Catapult Solutions, Inc., representing all the common and preferred shares outstanding at that time.
On or about June 26, 2023, the company consummated an agreement for the sale of 593,811 shares of restricted Common Stock to Ultimate One LLC, a Japanese Company, at a price of $0.315 per share of Common Stock. The transaction was completed, and recorded by the Company’s transfer agent, on September 30, 2023. The total subscription amount paid by Ultimate One LLC was approximately $187,050. Ultimate One LLC is not a related party to the Company.
On June 17, 2024, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert 82 shares of its Series Z Preferred Stock of Japan Food Tech Holdings, Inc. into a total of 82,000,000 shares of Common Stock. This conversion has been approved by the Company and its Board of Directors, and the conversion became effective on June 17, 2024.
Additional Paid-In Capital
The
Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling
$
The
Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling
$
Note 7 - Related Party Transactions
Revenues
During the periods
ended June 30, 2024 and 2023, the Company recorded $
WBBJ is considered to be a related party due to the fact that Koichi Ishizuka, CEO of the Company, indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and conditions applied to the above transactions were the same as those applied to sales to customers not related to the Company.
Accounts payable
During
the period ended March 31, 2024, Dr. Foods Co. Ltd. received invoices from related party Mama Foods Co., Ltd. totaling $
During the period ended March 31, 2024, Dr. Foods Co. Ltd. received invoices from related party Next Meats Co.
Ltd. totaling approximately
$
During
the period ended June 30, 2024, Dr. Foods Co. Ltd. received invoices from related party Next Meats Co. Ltd. totaling approximately $
During
the period ended March 31, 2024, White Knight Co., Ltd. invoiced the Company approximately $
Additional paid-in capital
The
Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary
totaling $
The
Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company and its wholly owned subsidiary totaling
$
Preferred Stock
On June 17, 2024, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert 82 shares of its Series Z Preferred Stock of Japan Food Tech Holdings, Inc. into a total of 82,000,000 shares of Common Stock. This conversion has been approved by the Company and its Board of Directors, and the conversion became effective on June 17, 2024.
During the period ended June 30, 2024 the Company recorded a deemed dividend of $396,360 on a preferred stock amendment after authorizing a preferred shares valuation from a third party consultant.
Note 8 - Deferred Revenue
During the period ended March 31, 2024, the Company received payments
from customers totaling approximately $
Note 9 - Subsequent Events
None.
F-7
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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
We operate through our wholly owned subsidiaries, which, as of the date of this report, include Dr. Foods Co., Ltd., a Japan Corporation (“DRFS Japan”), and Dr. Foods Co., Ltd., a Dr. Foods (S) PTE. LTD. (“DRFS Singapore”). DRFS Singapore has no material transactions or operations to report as of the date of this report. Our operations have been primarily carried out through DRFS Japan.
At present, our principal focus is on the creation of plant-based food products to replace traditional animal products, while retaining the taste and texture of the original.
At present, we are researching and developing various food products for consumption. These include, but are not limited to, vegan caviar, cultured caviar, and vegan truffle butter.
We have developed and brought to market for sale a product we refer to as, “Dr. Foie Gras”. It is a replacement for the traditional, liver based product derived from a duck or goose. Our version is made predominantly from a mixture of nuts, beans, and other plant based materials, created through a method of fermentation. Dr. Foie Gras is manufactured by Mama Foods Co., Ltd., a Japanese Company, currently indirectly owned and controlled by our sole officer and director, Koichi Ishizuka.
At this time we offer Dr. Foie Gras to customer(s) in Japan, although we seek to expand our reach to customers globally in the future, although we cannot forecast with any level of specificity when that may be, or if it will be feasible.
We have only had nominal sales to date of Dr. Foie Gras, but we believe this is due to the limited period of time it has been made available to the public, and due to limited or no marketing efforts on behalf of the Company to promote or sell the product.
At this time, we have no marketing plan and we intend to rely on Next Meats Holdings, Inc., and or its subsidiaries (referred to herein collectively as “Next Meats”), to promote Dr. Foie Gras. We intend to compensate Next Meats for such services on a case by case basis. As described below under “Officers, Employees, and Compensation”, Next Meats may elect to provide us temporary staff to fulfill any marketing services we require, whereas we will reimburse Next Meats for any associated costs. Further, we cannot forecast with any level of specificity when we will have a definitive marketing plan if ever we do have one.
We have entered into a collaborative effort wherein we dedicate our staff, along with the staff of Mama Foods Co., Ltd., to develop and produce Next Kalbi Chips (this is a short-rib style alternative meat product) for Next Meats Co., Ltd. When this product is finalized, Mama Foods Co., Ltd. plans to sell the Next Kalbi Chips to Next Meats Co., Ltd., who plans to then sell the Next Kalbi Chips to their customers.
Although our staff is collaborating with the development of the Next Kalbi Chips, at this point in time Japan Food Tech Holdings, Inc., and its subsidiaries, will not generate any revenue, and do not benefit in any material way, from this collaborative effort. We believe that the only circumstance in which we would benefit from this arrangement would be if we were to acquire Mama Foods Co., Ltd., which at this time is speculative and unlikely in the foreseeable future.
Our customers to date were garnered through personal relationships of our sole officer and director, Koichi Ishizuka.
Note: Our sole officer and director, Koichi Ishizuka, is the controlling shareholder of Next Meats Holdings, Inc., a Nevada Corporation. He is also the Chief Executive Officer and Chief Financial Officer of Next Meats Holdings, Inc. Next Meats Co., Ltd. is a wholly owned subsidiary of Next Meats Holdings, Inc.
Patents
We have filed a patent application with the Japanese Patent Office pertaining to the production method we employ to create our product, referred to as, “Dr. Foie Gras”. The patent describes a new method of making an animal-free "foie gras" substitute in which nuts or beans are fermented by fungi to mimic the taste of liver without the need for miso, soy sauce, yeast extract, or other separately fermented materials. The application number is 2022-61974. It was filed on April 1, 2022 and is pending review.
Officers, Employees, and Compensation
At this time, we have one officer and director, Koichi Ishizuka. We do not have any contractual employees or staff. However, pursuant to an arrangement with Next Meats Co., Ltd., a Japan Corporation, Next Meats Co., Ltd. provides temporary employees (staff) to our Company as needed to further our business agenda. Regarding this arrangement, we are billed by Next Meats Co. Ltd. on a case by case basis depending on the amount of staff and hours allocated by each staff member to our business endeavors, primarily consisting of research and development.
Although under no contractual obligations, our wholly owned subsidiary, Dr. Foods Co., Ltd., has three executive officers, which currently are comprised of Koichi Ishizuka, Dr. Iaroslav Patuk and Hideo Fujioka. Dr. Iaroslav Patuk and Hideo Fujioka are contractual employees of Next Meats Co., Ltd. and provide services to our Company on a need be basis as described above. In the event that we utilize their services, we are billed directly by Next Meats Co., Ltd.
Mergers and Acquisitions
On January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as, “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., would acquire 100% of the controlling interest of Mama Foods Co., Ltd. from related party, 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.
To proceed with the transaction the Issuer required, and continues to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and a review of any interim periods following the most recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward in any capacity.
White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi Ishizuka.
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.
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/
The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer. However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.,” has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial documentation, which it has not done so to date.
The preparation of Mama Foods Co., Ltd.’s financial records is being led by Koichi Ishizuka, who has other business commitments and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited knowledge themselves, to assist with this process.
Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka providing the necessary documentation and supporting information, which remains uncertain.
Any investment in our common stock is extremely high risk and should only be made by those who can afford the entire loss of their investment.
-3-
Liquidity and Capital Resources
Our cash balance is $8,116 as of June 30, 2024. We have been utilizing funds from our Chief Executive Officer, Koichi Ishizuka to fund our operations and we intend to rely on Koichi Ishizuka, and or related parties 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
We recorded revenue of $5,524 for the three months ended June 30, 2024. Comparatively, we recorded revenue of $616 for the three months ended June 30, 2023. This variance is attributed to an increase in food product sales through our subsidiary, Dr. Foods Co., Ltd., which occurred during the three months ended June 30, 2024. The cost of revenues was $0 for the three months ended June 30, 2024 and the gross profit was $5,524. The cost of revenues was $0 for the three months ended June 30, 2023 and the gross profit was $616.
Net Income
We recorded a net loss of $81,311 for the three months ended June 30, 2024, and $68,362 for the three months ended June 30, 2023.
The net loss for the above periods is primarily comprised of general and administrative expenses, which were in turn primarily attributed to professional fees, and fees billed by Next Meats Co., Ltd. and Mama Food Co., Ltd.
Cash flow
For the three months ended June 30, 2024, we had negative cash flows from operating activities in the amount of $75,921. Comparatively, for the three months ended June 30, 2023, we had negative cash flows from operating activities in the amount of $18,330. The variance is attributable to, amongst other things, accounts payable to a related party.
For the three months ended June 30, 2024, we did not generate cash flows from investing activities. Comparatively, for the three months ended June 30, 2023, we had negative cash flows from investing activities in the amount of $109,099. The variance is attributable to the fact that during the three months ended June 30, 2023, we loaned cash to a related party.
For the three months ended June 30, 2024, we had net cash flows from financing activities in the amount of $76,251. Comparatively, for the three months ended June 30, 2023, we had net cash flows from financing activities in the amount of $209,546. The variance is attributable to deceased sales of shares during the three months ended June 30, 2024, when compared to the three months ended June 30, 2023.
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 established sufficient revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. 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.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
-4-
| ITEM 4 | CONTROLS AND PROCEDURES |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer Koichi Ishizuka, who is also our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of June 30, 2024, we carried out an evaluation, under the supervision of our chief executive officer, who is also our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: Due to our small size, we did not have sufficient personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate review of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the consolidated financial statements will not be prevented or detected on a timely basis; and we lacked sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements and the identification and approval of related party transactions.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that have occurred for the fiscal quarter ended June 30, 2024, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
-5-
PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A | RISK FACTORS |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On or about June 26, 2023, the company consummated an agreement for the sale of 593,811 shares of restricted Common Stock to Ultimate One LLC, a Japanese Company, at a price of $0.315 per share of Common Stock. The transaction was completed, and recorded by the Company’s transfer agent, on September 30, 2023. The total subscription amount paid by Ultimate One LLC was approximately $187,050. Ultimate One LLC is not a related party to the Company.
The aforementioned sales of shares 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.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None.
| ITEM 6 | EXHIBITS |
| (1) | Filed as an exhibit to the Company's Form 10-12G, as filed with the SEC on May 3, 2021, and incorporated herein by this reference. |
| (2) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on August 25, 2021, and incorporated herein by this reference. |
| (3) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on February 23, 2022, and incorporated herein by this reference. |
| (4) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on September 14, 2022, and incorporated herein by this reference. |
| (5) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on June 20, 2024, and incorporated herein by this reference. |
| (6) | Filed herewith. |
-6-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Japan Food Tech Holdings, Inc.
(Registrant)
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Chief Executive Officer
Dated: October 1, 2024
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Chief Financial Officer
Dated: October 1, 2024
-7-
EXHIBIT 31.1
Japan Food Tech Holdings, Inc.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Koichi Ishizuka, certify that:
1. I have reviewed this report on Form 10-Q of Japan Food Tech Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: October 1, 2024
By: /s/ Koichi Ishizuka
Koichi Ishizuka,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
Japan Food Tech Holdings, Inc.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Koichi Ishizuka, certify that:
1. I have reviewed this report on Form 10-Q of Japan Food Tech Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: October 1, 2024
By: /s/ Koichi Ishizuka
Koichi Ishizuka,
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
Japan Food Tech Holdings, Inc.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Japan Food Tech Holdings, Inc. (the Company) on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Koichi Ishizuka, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Koichi Ishizuka and will be retained by Japan Food Tech Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: October 1, 2024
By: /s/ Koichi Ishizuka
Koichi Ishizuka,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
Japan Food Tech Holdings, Inc.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Japan Food Tech Holdings, Inc. (the Company) on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Koichi Ishizuka, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Koichi Ishizuka and will be retained by Japan Food Tech Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: October 1, 2024
By: /s/ Koichi Ishizuka
Koichi Ishizuka,
Chief Financial Officer
(Principal Financial Officer)