JFTH 10-K
Japan Food Tech Holdings, Inc. (JFTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR
THE FISCAL YEAR 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:
Formerly known as “Dr. Foods, Inc.”
(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) |
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
| Title of each class | Name of each exchange on which registered |
|||
| Common Stock, $0.0001 | N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (§ 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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]
As of September 29, 2023, the last business
day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held
by non-affiliates of the registrant was approximately $
As of August 13, 2024, there were shares of the Registrant's Common Stock, par value $0.0001 per share, and 9,918 shares of the Registrant’s Series Z Preferred Stock, par value $0.0001 per share, issued and outstanding.
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TABLE OF CONTENTS
Japan Food Tech Holdings, INC.
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PART I
Item 1. Business
Corporate History
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.
The Company was created for the sole purpose of participating in a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the reorganization were Ambient Water Corporation (“AWGI” or “Predecessor”), Catapult Solutions, Inc. (“Successor”), and Catapult Merger Sub, Inc. (“Merger Sub”). Former management served as the sole officer and director for each corporation involved in the reorganization.
Catapult Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions, Inc. becoming a stand-alone company.
Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.’s stock.
On July 20, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), White Knight Co., Ltd., a Japan Company (“WKC”), and Next Meats Holdings, Inc., a Nevada Company (“NXMH”), pursuant to which, on July 23, 2021, (“Closing Date”), CRS sold 10,000 shares of the Company’s Series Z Preferred Stock, representing, at the time, approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of Series Z Preferred Stock were transferred to NXMH. The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC and NXMH, becoming the Company’s largest controlling stockholders at the time of the transaction.
As part of the change in control, former management resigned from all positions with the Company and its board of directors. On July 23, 2021, Koichi Ishizuka was appointed as the sole officer and director of the Company.
On August 24, 2021, the Company changed its name with the Nevada Secretary of State to Dr. Foods, Inc.
On or about September 17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr. Foods Co., Ltd. to, amongst other things, act as an importer, reseller, developer, and manufacturer of various food products that we may develop in the future.
At this time, our wholly subsidiary, Dr. Foods Co., Ltd. has three officers, Koichi Ishizuka, Chief Executive Officer, and two Executive Officers, Iaroslav Patuk and Hideo Fujioka.
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. As of the current date the Collaboration Agreement remains active.
The above Collaboration Agreement, amongst other things, details the terms and conditions by which Next Meats Co., Ltd. and Dr. Foods Co., Ltd. may co-develop, cooperate and contribute towards the development of new products and technologies. The specific allotment of tasks per project was supposed to be determined in writing by each party at the outset of collaborative efforts. To date, no specific details have been committed to writing, despite the fact that collaborative efforts have begun. It has been verbally determined that Dr. Foods Co., Ltd. will primarily, although not exclusively, contribute to research and development, and Next Meats Co., Ltd. will primarily, although not exclusively, contribute to distribution of new products/technologies. Costs pursuant to the collaborative efforts of the partners are, anticipated to be, the respective responsibility of the party responsible for fulfilling such tasks.
On November 3, 2021, we began trading under the symbol DRFS. The new CUSIP number associated with our common stock, as of the market effective date of November 3, 2021, was 26140D107.
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. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. 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.
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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 knowned 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.
In February of 2022, our majority shareholders of the Company executed a resolution to ratify, affirm, and approve an amendment to our Certificate of Incorporation, increasing the authorized shares of our Common Stock from 2,400,000,000 to 4,800,000,000. The Amendment was filed with the Nevada Secretary of State on February 22, 2022, effective immediately upon filing.
On or about April 7, 2022, the Company’s wholly owned subsidiary, Dr. Foods Co., Ltd., consummated a “Collaborative Research Agreement” (herein referred to as the “CRA”) with the National University Corporation Osaka University. Together with Osaka University, Dr Foods Co., Ltd. plans to research, develop, and take other related measures to evaluate the function of lab-grown meat. Specifically, both parties will endeavor to research the cultivation of animal cells, and evaluate the differences in functionality between livestock meat, lab-grown meat and meat substitutes. The agreement terminates on March 31, 2025. The collaborative efforts are planned to take place at the Matsuzaki Laboratory, located within the Department of Applied Chemistry, at the Graduate School of Engineering - Osaka University. Dr. Foods Co., Ltd. will bear responsibility for any direct expenses related to the CRA, which are estimated to be 2,000,000 Yen (approximately $15,623 at today’s exchange rate). To date, there are no material updates to report regarding this venture as research efforts have yet to take place.
On or about July 1, 2022, NXMH sold 5,000 shares of Series Z Preferred Stock of DRFS, to WKC, at a price of approximately $147,624 USD (20,000,000 Japanese Yen) (“The Share Purchase Agreement”). WKC is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. WKC 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 NXMH no longer having an equity position in DRFS and with WKC becoming the largest controlling shareholder of DRFS.
On July 11, 2022, DRFS dismissed its independent registered public accounting firm, BF Borgers CPA PC (“BFG”) effective immediately. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.
On July 11, 2022, the Company engaged M&K CPAS, PLLC (“M&K”) as its new independent registered public accountant. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.
On September 13, 2022, the Company filed a certificate of change (the “certificate”) with the Nevada Secretary of State to effect a reverse stock split (the “stock split”), whereas every 200 shares of the Company’s issued and outstanding common stock would be automatically converted into one issued and outstanding share of common stock, without any change in the par value per share. The effective date of the certificate was September 21, 2022. Fractional shares as a result of the stock split were rounded up to the nearest whole number. The stock split affected all shares of the Company’s common stock outstanding immediately prior to the effective time of the stock split. The authorized shares prior and following the stock split remain the same at 4,800,000,000 shares of common stock, par value $0.0001 per share. Immediately prior to the stock split, we had 2,622,968,890 shares of common stock issued and outstanding. Immediately following the September 21, 2022 effective date of the stock split, we had approximately 13,114,888 shares of common stock issued and outstanding. The effective date listed on the Certificate of September 21, 2022 differs from the Market Effective Date of the Reverse Stock Split, which was on September 28, 2022. The FINRA Daily List Announcement Date was on September 27, 2022. Our new CUSIP number for our shares of Common Stock is 26140D206.
On or about October 17, 2022, we incorporated DR FOODS (S) PTE. LTD., a Singapore Private Company limited by shares. DR FOODS (S) PTE. LTD., which may be referred to herein as, “DRFS Singapore” is now a wholly owned subsidiary of the Company. Currently, there is one Officer and Director of DRFS Singapore, which is Mr. Koichi Ishizuka. Any and all previous officers and directors of DRFS Singapore are no longer with DRFS Singapore.
The intended business purpose of DRFS Singapore is primarily, but not limited to, further researching, developing, and, in the future, selling food products in Singapore, some of which may be plant based or cultured meats.
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.
We have initiated a FINRA corporate action to facilitate the name change to Japan Food Tech Holdings, Inc., along with a voluntary ticker symbol change. Following the processing of the FINRA corporate action through the FINRA daily list, we intend to submit a Form 8-K incorporating supplementary details.
As a result of the impending FINRA corporate action described above, the CUSIP number for our Common Stock may change. Comprehensive information regarding any new CUSIP number will be provided in a forthcoming Current Report on Form 8-K, to be submitted to the Securities and Exchange Commission.
The legal date of our name change will differ from the market release date when posted on FINRA’s daily list.
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 did not require an increase to the authorized shares. Following the above conversion, and as of June 17, 2024, there were 95,708,699 shares of Common Stock and 9,918 shares of Preferred Series Z Stock issued and outstanding.
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 this time, we neither rent nor own any properties. We utilize the office space and equipment of 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.
Business Overview
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.
Our company philosophy is to “save the next generation of ‘food’ through science and technology” through conducting scientific studies of the world’s foods. We believe that plant based foods will not only become increasingly popular over the course of the next century, but that they will also help to solve, or alleviate, many of the problems created by the current meat supply chain. Some, but certainly not all, of the negative environmental effects that have been associated with meat production are pollution through fossil fuel usage, animal methane, effluent waste, and water and land consumption.
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Our Currently Available Products
1. Dr. Foie Gras
Foie gras is a specialty food product made of the liver of a duck or goose. According to French law, foie gras is defined as the liver of a duck or goose fattened by gavage (force feeding). It is a popular and well-known delicacy in French cuisine. Its flavor is described as rich, buttery, and delicate, unlike that of an ordinary duck or goose liver. Foie gras is sold whole or is prepared into mousse, parfait, or pâté, and may also be served as an accompaniment to another food item, such as steak. French law states that "Foie gras belongs to the protected cultural and gastronomical heritage of France."
Gavage-based foie gras production is controversial, due mainly to the animal welfare concerns about force-feeding, intensive housing and husbandry, and enlarging the liver to 10 times its usual volume. A number of countries and jurisdictions have laws against force-feeding, and the production, import or sale of foie gras; even where it is legal, a number of retailers decline to stock it.
Dr. Foie Gras is made from a mix of plant products and certain spices and alcohol seasoning. Currently, the creation of Dr. Foie Gras has been completed to our satisfaction, and we are in the midst of acquiring a patent. Specifically, this patent relates to a process of fermenting nuts or beans (or a mixture of nuts and beans) with fungus. The application number is 2022-61974. It was filed on April 1, 2022 and is still pending review.
This product is not a meat substitute, as it utilizes the technology of molecular binding from vegetable proteins. As such, the animal welfare concerns associated with traditional foie gras are circumvented in their entirety, while the taste and texture of this french delicacy are retained. We believe that this will open up sales and distribution channels that have been closed to traditional foie gras. We believe that the demand for an alternative to traditional foie gras, due to increased regulations, and an ethical focus on animal welfare, has never been higher.
At the present time, Dr. Foie Gras is manufactured by related party, Mama Foods Co., Ltd. (“Mama Foods”). The company sells the products of Mama Foods to its own customers, and Mama Foods fulfills the orders.
2.. Vegan Caviar- This vegan alternative to caviar is made with Japanese ‘kombu’ seaweed.
3. Cultured Caviar- We obtain cultured fish fat from a Singapore company and we use this cultured fish fat to make cultured caviar.
4. Vegan Truffle Butter- This product is created through a mixture of vegan butter and Italian black summer truffles.
Product(s) in Active Development
All of the below products have development costs which are paid for jointly by Mama Foods Co., Ltd. and Dr. Foods. Specifically, at this time, Mama Foods Co., Ltd. is paying for machinery costs and for the cost of one support staff member, whereas Dr. Foods is compensating Next Meats Co., Ltd., for retaining the services of their employees, Mr. Ido and Dr. Patuk, who are the individuals primarily responsible for development of the below products. The allocation of product development costs have not been formally decided, and may be altered at any time.
1. Room temperature of Vegan Foie Gras & Vegan caviar. We believe that production of a vegan foie gras and caviar that can be stored at room temperature will be highly beneficial when it comes to preservation of these products, however, as both of these potential products are in active development, we do not have further information to disclose publicly at this time.
Collaborative Development
1. Next Kalbi Chips- 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. Development of this products has recently concluded. Mama Foods Co., Ltd. plans to sell the Next Kalbi Chips to Next Meats Co., Ltd., who plan 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 Dr. Foods, Inc., and its subsidiaries, do 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. There is a risk that the audit of Mama Foods Co., Ltd. is not completed at all, and/or that we never acquire Mama Foods Co., Ltd. Even if the acquisition of Mama Foods Co., Ltd. is completed, there is the possibility that the terms of this acquisition, which is non-definitive at this time, may not be considered favorable for the company and/or its shareholders.
Other Collaborations
On or about April 7, 2022, the Company’s wholly owned subsidiary, Dr. Foods Co., Ltd., consummated a “Collaborative Research Agreement” (herein referred to as the “CRA”) with the National University Corporation Osaka University. Together with Osaka University, Dr Foods Co., Ltd. plans to research, develop, and take other related measures to evaluate the function of lab-grown meat. Specifically, both parties will endeavor to research the cultivation of animal cells, and evaluate the differences in functionality between livestock meat, lab-grown meat and meat substitutes. The agreement terminates on March 31, 2025. The collaborative efforts are planned to take place at the Matsuzaki Laboratory, located within the Department of Applied Chemistry, at the Graduate School of Engineering - Osaka University. Dr. Foods Co., Ltd. will bear responsibility for any direct expenses related to the CRA, which are estimated to be 2,000,000 Yen (approximately $15,623 at today’s exchange rate). To date, there are no material updates to report regarding this venture as research efforts have yet to take place.
Suspended Product Development
As of March 2023, we have suspended development of microalgae foods. At this point in time, there are no plans to resume development of microalgae foods.
Marketing Strategy
Our marketing efforts have, thus far, been constrained to hosting press conferences and we intend to publish press releases with any notable updates to our business activities. Any further marketing efforts remain, at this time, under consideration and we cannot state with any level of specificity when we will conduct additional marketing activities, or what those marketing activities may be.
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Future Plans
Given the nature of our business is highly dependent upon the progress of our research and development of plant-based foods, it is possible that any and all plans may be either sped up, or experience a delay, depending on the progress of our research efforts. Further, when our products begin distribution, we may find that our plans may be materially altered, expanded, or curtailed as dictated by market forces at the time. As such, our future plans should be read as a framework, but not a guarantee that we will carry out any or all such operations in the indicated timeline.
At present our future plans are as follows:
In conjunction with the expansion of our available product line, we are also seeking to develop a sales strategy for the United States and Europe over the next fiscal year. To date, we have worked with a distributor in the Netherlands, but we are seeking to find a consistent distributor, or distributors, who will help us offer our products to a wider range of consumers.
We hope that by the conclusion of this fiscal year that we will have completed the acquisition of Mama Foods Co., Ltd., however, as previously stated, we cannot predict with any level of certainty when the PCAOB audit of Mama Foods Co., Ltd. will conclude, and therefore we cannot predict when we may be able to complete this acquisition. Prior to any acquisition of Mama Foods Co., Ltd., we require that Mama Foods Co., Ltd.’s last two fiscal year ends, at minimum, be audited by a PCAOB. There is a risk that the audit of Mama Foods Co., Ltd. is not completed at all, and/or that we never acquire Mama Foods Co., Ltd. Even if the acquisition of Mama Foods Co., Ltd. is completed, there is the possibility that the terms of this acquisition, which is non-definitive at this time, may not be considered favorable for the company and/or its shareholders.
Government Regulations
The below does not extensively detail every law and regulation to which the Company may be subject to, but rather provides an overview of the kind of food safety standards to which our product(s) will be held.
The main law that governs food quality and integrity in Japan is the Food Sanitation Act ("FSA") and the law that comprehensively governs food labelling regulation is the Food Labelling Act.
The FSA regulates food quality and integrity by:
- Establishing standards and specifications for food, additives, apparatus, and food containers and packaging;
- Providing for inspection to see whether the established standards are met;
- Providing for hygiene management in the manufacture and sale of food; and
- Requiring food businesses to be licensed.
Under the FSA, additives and foods containing additives must not be sold, or be produced, imported, processed, used, stored, or displayed for marketing purposes unless the Minister of Health, Labour and Welfare ("MHLW") has declared them as having no risk to human health after seeking the views of the Pharmaceutical Affairs and Food Sanitation Council ("PAFSC"). In addition, it is not permissible to add any processing aids, vitamins, minerals, novel foods or nutritive substances to food unless they have been expressly declared by the MHLW as having no risk to human health.
The MHLW may establish specifications for methods of producing, processing, using, cooking, or preserving food or additives to be served to the public for marketing purposes ("Specifications"), or may establish standards for food ingredients or additives to be served to the public for marketing purposes ("Standards") pursuant to the FSA. Accordingly, where substances are allowed to be added to food, they may only be used within the limits expressly set by the Specifications and Standards.
Employees
Currently, we, “Japan Food Tech Holdings”, have only one employee, our sole officer and Director Koichi Ishizuka, who is not compensated at present for his services. 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.
Our wholly subsidiary, Dr. Foods Co., Ltd. has three officers, Koichi Ishizuka, Chief Executive Officer, and two Executive Officers, Iaroslav Patuk and Hideo Fujioka. Currently, and as of April 2023, there is one Officer and Director of DRFS Singapore, which is Mr. Koichi Ishizuka. Any and all previous officers and directors of DRFS Singapore are no longer with DRFS Singapore.
Competition
The plant-based food industry is highly competitive, with a major market share held by prominent companies, such as Impossible Foods, an American food technology company that manufactures and develops plant-based artificial meats and dairy products with its headquarters in Redwood City, California. Their corporate value is estimated at $10 billion and the number of stores that stock their products has gone from 150 to 20,000 over the course of one year (as of May 4, 2021).
Despite this, and other, competitors, we believe that we have competitive strengths which poise Dr. Foods, Inc. to become a prominent market participant in the plant based food industry going forward. Our wholly owned subsidiary Dr. Foods Co., Ltd., through which we operate at this time, is staffed with researchers with high technical capabilities from all over the world, and know-how to molecularly bind and form plant proteins from powder. Additionally, we believe that our goal to “save the next generation of ‘food’ through science and technology” is one that we believe resonates with an increasingly wellness conscious population that seeks to decrease many of the environmental issues facing the world today caused by, in what we believe is a considerable part, the existing meat market.
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 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Cybersecurity incidents have the potential to disrupt our business operations, lead to the loss of critical and confidential information, and damage our reputation and financial performance.
Given our company's small size, limited staff, and minimal resources, we have not yet developed or implemented specific cybersecurity risk management programs to safeguard the confidentiality, integrity, and availability of our essential systems and data.
Currently, the security of our information is managed by Koichi Ishizuka, our sole officer and director. While Koichi believes he can maintain adequate internal security measures at this stage, there is no guarantee that this will prevent potential breaches, disruptions to our operations, or other related issues.
Item 2. Properties.
At this time, we neither rent nor own any properties. We utilize the office space and equipment of Next Meats Co., Ltd., a Japanese Company, as well as office space of our management, at no cost. Management estimates such amounts to be immaterial.
Item 3. Legal Proceedings.
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is currently quoted on the OTCQB® Venture Market tier of the OTC Markets Group, Inc. under the symbol “DRFS.” There is currently a limited trading market for the Company’s shares of common stock.
Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Quarter Ended | High Bid | Low Bid |
| March 31, 2022 | $3.94 | $0.54 |
| June 30, 2022 | $0.94 | $0.42 |
| September 30, 2022 | $3.78 | $0.30 |
| December 31, 2022 | $0.959 | $0.272 |
| March 31, 2023 | $0.45 | $0.11 |
| June 30, 2023 | $0.38 | $0.0459 |
| September 30, 2023 | $0.38 | $0.15 |
| December 31, 2023 | $0.50 | $0.1825 |
| March 31, 2024 | $0.25 | $0.016 |
Holders
As of August 13, 2024, the Company has 95,708,699 shares of common stock issued and outstanding and 9,918 shares of Series Z preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.
As of August 13, 2024, we have approximately 178 shareholders of record of our common stock. This is inclusive of Cede and Co., which is deemed to be one shareholder of record. For further clarification, Cede & Co. is currently defined by the “NASDAQ”, as “a Nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.”
Dividends and Share Repurchases
We have not paid any dividends to our shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.
Issuer Purchases of Equity Securities
None.
Equity Compensation Plan Information
Not applicable.
Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
On or about May 31, 2022, we sold 1,538,461 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, for proceeds totaling approximately $769,231. The price paid per share of restricted Common Stock was approximately $0.50 per share. We believe SJ Capital Co., Ltd. may be deemed to be a related party as they hold over 10% of the shares of our class of Common Stock.
The proceeds from this sale are to be used by the Company for working capital.
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 June 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 proceeds from this sale are to be used by the Company for working capital.
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.
- 7 -
Item 6. Selected Financial Data.
Not applicable because the Company is a smaller reporting company.
Item 7. 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 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.
Liquidity and Capital Resources
As of March 31, 2024, we had cash and cash equivalents in the amount of $8,741, compared to $1,365 as of March 31, 2023. Currently, our cash balance is not sufficient to fund our operations and our revenues are not sufficient to cover our costs and expenses for any substantive period of time. We have been utilizing, and may utilize, funds from Koichi Ishizuka, our CEO and/or White Knight Co., Ltd., which is owned and controlled by Koichi Ishizuka. However, there is no formal agreement, arrangement or legal obligation to advance or loan funds to the company between Japan Food Tech Holdings, Inc. and Koichi Ishizuka/White Knight Co., Ltd. We may also seek to sell shares of our common stock in order to fund our business activities. In order to implement our plan of operations for the next twelve-month period, we 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
For the year ended March 31, 2024, we generated revenue in the amount of $15,922. This revenue was generated as a result of selling our products to customers. We are considered to be a reseller, as the products we offer are currently manufactured by Mama Foods Co., Ltd. (“Mama Foods”).
For the year ended March 31, 2023, we generated revenue in the amount of $1,038. This revenue was generated as a result of commencing efforts to sell products, in this instance vegan foie gras, to customers. We are considered to be a reseller, as the products we offer are currently manufactured by Mama Foods Co., Ltd. (“Mama Foods”).
The sole shareholder of Mama Foods is White Knight Co., Ltd., a Japan entity, which is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and Director of Japan Food Tech Holdings, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd.
Net Loss
We recorded a net loss of $761,837 and $321,820 for the years ended March 31, 2024 and 2023, respectively. The variance in net loss is attributed to substantial credit losses incurred during the March 31, 2024 fiscal year.
Cash flows
For the years ended March 31, 2024 and 2023, cash used in operating activities was $(256,940) and $(293,628) respectively. For both periods, it is the Company’s belief that the negative cash flow was primarily attributable to our incurred net loss.
For the years ended March 31, 2024 and 2023, cash used in investing activities was $(3,804) and $(527,675), respectively. The variance between periods is primarily attributable to a related party loan in the amount of $(710,700) during the year ended March 31, 2023.
For the years ended March 31, 2024 and 2023, cash provided by financing activities was $276,930 and $854,559, respectively. The variance between periods is primarily attributable to significantly greater cash received for common shares during the fiscal year ended March 31, 2023.
Total Liabilities
As of March 31, 2024 and 2023, we had total liabilities in the amount of $50,019 and $40,122, respectively. For both fiscal years this was primarily attributable to accounts payable - related party.
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 $89,880 during the period ended March 31, 2024. These payments are considered contributions to the company with no expectation of repayment and are posted as 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 $67,574 during the period ended March 31, 2023. In addition, our Director contributed capital totaling $17,754 to fund the establishment of our subsidiary Dr. Foods Singapore. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Letter of Intent- Non-Definitive 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. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. 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 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.
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 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
- 8 -
Item 8. Financial Statements and Supplementary Data.
| Pages | ||
| Report
of Independent Registered Public Accounting Firm (PCAOB FIRM ID - |
F2 | |
| Consolidated Balance Sheets | F4 | |
| Consolidated Statements of Operations | F5 | |
| Consolidated Statement of Changes in Stockholders’ Equity (Deficit) | F6 | |
| Consolidated Statements of Cash Flows | F7 | |
| Notes to Consolidated Financial Statements | F8-F9 |
- F1 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Japan Food Tech Holdings, Inc. (formerly Dr. Foods, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Japan Food Tech Holdings, Inc. (formerly Dr. Foods, Inc.) (the Company) as of March 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two- year period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had negative cash flow from operations, minimal revenues, reoccurring net losses, and significant stockholders’ deficiency which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Going Concern
As discussed in Note 3 to the consolidated financial statements, the Company had negative cash flow from operations, minimal revenues, reoccurring net losses, and significant stockholders’ deficiency.
Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2023
Firm
ID
August 13, 2024
- F2 -
Japan Food Tech Holdings, Inc.
FKA Dr. Foods, Inc.
Consolidated Balance Sheets
(Audited)
March 31, 2024 |
March 31, 2023 | ||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | $ | |||
| Accounts receivable - trade | |||||
| Advance payments | |||||
| Loan to related party | |||||
| Interest Receivable - related party | |||||
| TOTAL CURRENT ASSETS | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable, other | $ | $ | |||
| Accounts payable - related party | |||||
| Deferred revenue | |||||
| Accrued Expenses | |||||
| Other current liabilities | |||||
| TOTAL LIABILITIES | $ | $ | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($ par value, shares authorized; issued and outstanding as of March 31, 2024 and March 31, 2023) | |||||
| Common stock ($ par value, shares authorized, and issued and outstanding as of March 31, 2024 and March 31, 2023, 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 audited financial statements.
- F4 -
Japan Food Tech Holdings, Inc.
FKA Dr. Foods, Inc.
Consolidated Statements of Operations
(Audited)
Year Ended March 31, 2024 |
Year Ended March 31, 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) | ||||
| Credit losses, related party | $ | ( |
$ | |
| Interest income - related party | ||||
| Other income (expense) | ( |
| ||
| Total other income (expense) | ( |
|||
| Net income (loss) before tax | ( |
( | ||
| Income tax expense | ( |
( | ||
| NET INCOME (LOSS) | $ | ( |
$ |
( |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Foreign currency translation adjustment | $ | ( |
$ |
( |
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | ( |
$ |
( |
| Income per common share | ||||
| Basic | $ | ( |
$ |
( |
| Diluted | $ | $ | ||
| Weighted average common shares outstanding | ||||
| Basic | ||||
| Diluted |
The accompanying notes are an integral part of these audited financial statements.
- F5 -
Japan Food Tech Holdings, Inc.
FKA Dr. Foods, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period March 31, 2022 to March 31, 2024
(Audited)
| 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, 2022 | $ | $ | $ | $ | $ | ( |
$ | ( | |||||||
| Common shares sold | 1,538,461 | - | |||||||||||||
| Capital contributed by subsidiary | - | - |
|
||||||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - | |||||||||||||
| Net loss | - | - | ( |
( | |||||||||||
| Foreign currency translation | - | - | ( |
( | |||||||||||
| Balances, March 31, 2023 | $ | $ | $ | $ | ( |
$ | ( |
$ | |||||||
| Common shares sold | 593,811 | - |
|
||||||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - | |||||||||||||
| Net loss | - | - | ( |
( | |||||||||||
| Foreign currency translation | - | - | ( |
( | |||||||||||
| Balances, March 31, 2024 | $ | $ | $ | $ | ( |
$ | ( |
$ | ( |
The accompanying notes are an integral part of these audited financial statements.
- F6 -
Japan Food Tech Holdings, Inc.
FKA Dr. Foods, Inc.
Consolidated Statements of Cash Flows
(Audited)
Year Ended March 31, 2024 |
Year Ended March 31, 2023 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | ( |
$ | ( | |
| Credit losses, related party | |||||
| 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 | ( |
( | |||
| Payments received from related party loan | |||||
| 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 | $ | $ | |||
The accompanying notes are an integral part of these audited financial statements.
- F7 -
Japan Food Tech Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Audited)
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.
The Company was created for the sole purpose of participating in a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the reorganization were Ambient Water Corporation (“AWGI” or “Predecessor”), Catapult Solutions, Inc. (“Successor”), and Catapult Merger Sub, Inc. (“Merger Sub”). Former management served as the sole officer and director for each corporation involved in the reorganization.
Catapult Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions, Inc. becoming a stand-alone company.
Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.’s stock.
On July 20, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), White Knight Co., Ltd., a Japan Company (“WKC”), and Next Meats Holdings, Inc., a Nevada Company (“NXMH”), pursuant to which, on July 23, 2021, (“Closing Date”), CRS sold 10,000 shares of the Company’s Series Z Preferred Stock, representing, at the time, approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of Series Z Preferred Stock were transferred to NXMH. The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC and NXMH, becoming the Company’s largest controlling stockholders at the time of the transaction.
As part of the change in control, former management resigned from all positions with the Company and its board of directors. On July 23, 2021, Koichi Ishizuka was appointed as the sole officer and director of the Company.
On August 24, 2021, the Company changed its name with the Nevada Secretary of State to Dr. Foods, Inc.
On or about September 17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr. Foods Co., Ltd. to, amongst other things, act as an importer, reseller, developer, and manufacturer of various food products that we may develop in the future.
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. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. 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.
The legal date of our name change will differ from the market release date when posted on FINRA’s daily list.
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 March 31, 2024, and March 31, 2023, 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 year ended March 31, 2024, 84% of total accounts
receivable was owed by one customer in the amount of $
For the year ended March 31, 2023, 100% of total
accounts receivable was owed by three customers 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 March 31, 2024 and March 31, 2023, the Company had deferred revenues related to product sales of $328 and $0, respectively.
The Company’s revenue consists of food product sales through its subsidiary, Dr. Foods Co., Ltd.
Revenue - related party
During the years ended March 31, 2024 and March 31, 2023, revenue totaling approximately $20 and $38, 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 year ended March 31, 2024, 86% of total
revenue was generated from one customer in the amount of $
For the year ended March 31, 2023, 94% of
total revenue was generated from three customers in the amount of $
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 $
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 March 31, 2024 and 2023.
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.
The Company does not have any potentially dilutive instruments as of March 31, 2024 and, thus, anti-dilution issues are not applicable.
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 March 31, 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.
- F8 -
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 March 31, 2024, and March 31, 2023.
The Company’s stock-based compensation for the periods ended March 31, 2024 and March 31, 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.
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 $2,136,525 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.
Significant components of the Company’s deferred tax assets are as follows:
| March 31, | |||||||
| 2024 | 2023 | ||||||
| Deferred tax asset, generated from net operating loss | $ | 448,670 | $ | 288,684 | |||
| Valuation allowance | (448,670) | (288,684) | |||||
| $ | - | $ | - | ||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
| Federal income tax rate 21.0% | 21.0 | % | ||
| Increase in valuation allowance (21.0%) | (21.0 | %) | ||
| Effective income tax rate 0.0% | 0.0 | % |
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 March 31, 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. (“Mama Foods”), a Japan Company, and White Knight Co., Ltd. (“WKC”), 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. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. 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.
Mama Foods Co., Ltd. is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled foods to packed and sterilized food.
Mama Foods uses ingredients taken from natural kelp and bonito without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods currently has two existing “in house” production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including certain products offered for sale by Next Meats Co., Ltd., such as “Next Kalbi 2.0”, a boneless short rib made from meat substitutes. Currently, Mama Foods employs approximately 44 individuals. In 2021, WKC acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD.
The sole shareholder of Mama Foods is WKC, which is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and Director of Dr. Foods, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd. 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 10,000 shares of Series Z Preferred Stock issued and outstanding as of March 31, 2024, and March 31, 2023, 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.
The Company was a party to a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the reorganization were Ambient Water Corporation (“AWGI” or “Predecessor”), Catapult Solutions, Inc. (“Successor”), and Catapult Merger Sub, Inc. (“Merger Sub”). Former management served as the sole officer and director for each corporation involved in the reorganization.
Catapult Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions, Inc. becoming a stand-alone company.
Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.’s stock. This includes 10,000 shares of Series Z Preferred Stock that were previously held by CRS Consulting, LLC. These shares previously held by CRS Consulting LLC were originally issued to CRS Consulting, LLC in exchange for developing the Company’s business plan and related services.
On July 20, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), White Knight Co., Ltd., a Japan Company (“WKC”), and Next Meats Holdings, Inc., a Nevada Company (“NXMH”), pursuant to which, on July 23, 2021, (“Closing Date”), CRS sold 10,000 shares of the Company’s Series Z Preferred Stock, representing, at the time, approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of Series Z Preferred Stock were transferred to NXMH. The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC and NXMH, becoming the Company’s largest controlling stockholders at the time of the transaction. (see Note 1).
On or about July 1, 2022, NXMH sold 5,000 shares of Series Z Preferred Stock of DRFS, to WKC, at a price of approximately $147,624 USD (20,000,000 Japanese Yen) (“The Share Purchase Agreement”). WKC is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. WKC 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 NXMH no longer having an equity position in DRFS and with WKC becoming the largest controlling shareholder of DRFS. (see Note 1).
Common Stock
The authorized common stock of the Company consists of 4,800,000,000 shares with a par value of $0.0001. There were 13,708,699 and 13,114,888 shares of common stock issued and outstanding as of March 31, 2024, and March 31, 2023, 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 May 31, 2022, we sold 1,538,461 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, for proceeds totaling approximately $769,231.
On September 21, 2022, the Company completed a reverse stock split whereas every 200 shares of the Company’s issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock, without any change in the par value per share. Immediately prior to the Stock Split, we had approximately 2,622,968,890 shares of Common Stock issued and outstanding. Immediately following September 21, 2022, we had approximately 13,114,888 shares of Common Stock issued and outstanding (see Note 1). These financial reports reflect the 200 to 1 reverse stock split for all periods for comparative purposes.
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.
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 years ended March 31, 2024 and 2023, the Company recorded $20 and $38 of sales, respectively, to related party WB Burgers Japan Co., Ltd. (“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.
Loans receivable
During the period ended March 31, 2023, our wholly owned subsidiary, Dr.
Foods Co. Ltd., loaned approximately $
During the period ended March 31, 2024, Dr. Foods Co. Ltd. loaned additional
funds to White Knight totaling approximately $
As of March 31, 2024, the Company wrote off the principal balance of $475,860 and accrued interest of $8,980 due to doubts about the ability to complete the acquisition of Mama Foods within the next twelve months. The Company incurred credit losses of $507,709 after foreign currency translation adjustments.
Accounts payable
During the periods ended March 31, 2024 and 2023, 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 March 31, 2023, Dr. Food Co. Ltd. received invoices
from related party Next Meats Co. Ltd. totaling approximately $
During the period ended March 31, 2023, related party White Knight Co.,
Ltd. and our sole officer and director, Koichi Ishizuka, invoiced the Company for expenses paid on the behalf of the Company 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 $
Note 8 - Deferred Revenue
During the period ended March 31, 2024, the Company received payments
from customers totaling approximately $
Note 9 - Subsequent Events
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.
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.
Following the above conversion, and as of June 17, 2024, there were 95,708,699 shares of Common Stock and 9,918 shares of Preferred Series Z Stock issued and outstanding.
- F9 -
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, being our sole officer and director, Koich Ishizuka, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer, Koichi Ishizuka, who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.
Our Chief Executive Officer, Koichi Ishizuka, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report March 31, 2024 and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the Company only has one officer and director, Koichi Ishizuka.
Evaluation of disclosure controls and procedures.
Our management, consisting solely of Koichi Ishizuka, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, Koichi Ishizuka, who serves as our Chief Executive Officer and Chief Financial Officer, concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:
| a) | 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 |
b) 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.
We also intend to create written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements in the future.
We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We plan to create a position to segregate duties consistent with control objectives and plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation. Within the past fiscal year we have not been able to implement any of the above remediation initiatives, which we had originally detailed in our annual report for our prior fiscal year end.
Changes in Internal Control
There have been no changes in internal controls over the financial reporting that occurred during the fiscal quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Item 9B. Other Information.
None.
- 9 -
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Mr. Koichi Ishizuka, Age 53 - Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer
Background of Mr. Koichi Ishizuka
Mr. Koichi Ishizuka’s academic journey includes earning his MBA from the University of Aoyama Gakuin in 2004 and completing the Advanced Management Program at Harvard School of Business in 2011. Stepping into the professional arena, he commenced as the head of marketing at Thomson Reuters, a prominent mass media and information firm. His career trajectory led him to pivotal roles, serving as CEO for Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings, Ltd. in 2009.
Presently, Mr. Ishizuka holds the position of Chief Executive Officer across a spectrum of companies, including OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., Off Line International, Inc., and OFF Line Japan Co., Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013, Photozou Co., Ltd. since 2016, Photozou Holdings, Inc. since 2017, Photozou Koukoku Co., Ltd. since 2017, Zentrum Holdings, Inc. (formerly known as Off Line International, Inc.) since 2019, and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, Koichi Ishizuka assumed the roles of Chief Financial Officer and Director of Next Meats Holdings, Inc., followed by his appointment as Chief Executive Officer on December 28, 2021. He continues to hold these positions to this day, and additionally maintains a controlling interest in Next Meats Holdings, Inc. Additionally, he serves as the Chief Financial Officer of Next Meats Co., Ltd., a Japanese alternative meat company and wholly owned subsidiary of Next Meats Holdings, Inc.
Since its inception on April 14, 2021, Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese company. On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Business Solutions Plus, Inc., which is now known as WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. is a wholly owned subsidiary of WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan. On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Director of Japan Food Tech Holdings, Inc. (formerly known as Dr. Foods, Inc., and Catapult Solutions, Inc.). Koichi Ishizuka has a controlling interest in Japan Food Tech Holdings, Inc. On March 21, 2022, Mr. Ishizuka was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of WeCapital Holdings, Inc., (formerly known as Perfect Solutions Group, Inc.).
Given Mr. Ishizuka’s extensive business acumen, long-standing entrepreneurial background, and experience managing companies with the food sector, the company firmly believes that Koichi Ishizuka is well-suited to continue to serve as our sole officer and director.
As of the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which our sole officer and director are a party in connection with their appointments at Japan Food Tech Holdings, Inc.
Employees
Currently, we, “Japan Food Tech Holdings”, have only one employee, our sole officer and Director Koichi Ishizuka, who is not compensated at present for his services. 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.
Director’s Term of Office
Directors will hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by our board of directors and serve at the discretion of the board of directors. Presently, we have a single director, Koichi Ishizuka.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. Our sole officer and director review the Company's internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director believes that it is not necessary to have such committees, at this time, because the Director can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our sole officer and director have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Annual Report.
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Item 11. Executive Compensation.
Summary Compensation Table
| Name and principal position (a) | As of March 31, (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-equity incentive plan compensation ($) (g) | Non-qualified deferred compensation earnings ($) (h) | All other compensation ($) (i) | Total ($) (j) |
| Koichi Ishizuka, Sole Officer and Director | 2024 | - | - | - | - | - | - | - | - |
| 2023 | - | - | - | - | - | - | - | - |
Summary of Compensation
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consulting agreements with any officer or Director.
Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of August 13, 2024, the Company has 95,708,699 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report. The below table is as of August 13, 2024.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned |
| Executive Officers and Directors | |||||
Koichi Ishizuka 1 3F K’s Minamiaoyama 6-6-20-Minamiaoyama, Minato-ku Tokyo, Japan |
82,000,000 | 85.677% | 9,918 | 100% | 99.86% |
| 5% or Greater Shareholders | |||||
White Knight Co., Ltd. 1 3F K’s Minamiaoyama 6-6-20-Minamiaoyama, Minato-ku Tokyo, Japan |
82,000,000 | 85.677% | 9,918 | 100% | 99.86% |
1 Koichi Ishizuka is our sole officer and director as of the date of this report. He also owns and controls White Knight Co., Ltd., a Japan entity. Via his ownership and control of White Knight Co., Ltd., Koichi Ishizuka is the beneficial owner of 82,000,000 shares of Common Stock and 9,918 shares of Series Z Preferred Stock. Every vote of Series Z Preferred Stock has voting rights equal to 1,000,000 votes of Common Stock. Each share of Series Z Preferred Stock may be converted into 1,000,000 shares of Common Stock.
* Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Revenues
During the years ended March 31, 2024 and 2023, the Company recorded $20 and $38 of sales, respectively, to related party WB Burgers Japan Co., Ltd. (“WBBJ”). WBBJ is operated by the Company’s sole Officer and Director, Koichi Ishizuka. WBBJ is a wholly owned subsidiary of WB Burgers Asia, Inc., a Nevada Corporation. Koichi Ishizuka, directly and indirectly has the ability to control WB Burgers Asia, Inc. He is also an officer and director of WB Burgers Asia, Inc.
Loans receivable
During the period ended March 31, 2023, our wholly owned subsidiary, Dr. Foods Co. Ltd. loaned approximately $710,700 to related party White Knight. White Knight is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. During the period ended March 31, 2023, the Company received approximately $183,025 from White Knight as repayment for this loan and loan interest of $4,338 was accrued at 1%, resulting in total accrued loan interest of $4,402.
During the period ended March 31, 2024, Dr. Foods Co. Ltd. loaned additional funds to White Knight totaling approximately $121,032, received repayments totaling approximately $117,228 and accrued loan interest of approximately $5,338. As of March 31, 2024, total accrued loan interest was $8,980. The loan is related to the planned acquisition of Mama Foods Co., Ltd. (“Mama Foods”), currently a wholly owned subsidiary of White Knight Co., Ltd. The Company seeks to acquire Mama Foods from White Knight Co., Ltd. during the next fiscal quarter and these funds will be used to facilitate that acquisition. There is no guarantee of any kind however, that this acquisition occurs during the next fiscal quarter. This loan accrues interest at 1%, is non-secured and payable upon demand.
As of March 31, 2024, the Company wrote off the principal balance of $475,860 and accrued interest of $8,980 due to doubts about the ability to complete the acquisition of Mama Foods within the next twelve months. The Company incurred credit losses of $507,709 after foreign currency translation adjustments.
Accounts payable
During the periods ended March 31, 2024 and 2023, Dr. Foods Co. Ltd. received invoices from related party Mama Foods Co., Ltd. totaling $8,984 and $0, respectively.
White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi Ishizuka.
During the period ended March 31, 2024, Dr. Foods Co. Ltd. received invoices from related party Next Meats Co.
Ltd. totaling approximately $14,031. Next Meats Co., Ltd. is a wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada Corporation. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, President, Secretary, and Director of Next Meats Holdings, Inc. Koichi Ishizuka is also an officer of Next Meats Co., Ltd.
During the period ended March 31, 2023, Dr. Foods Co. Ltd. received invoices from related party Next Meats Co. Ltd. totaling approximately $11,517.
During the period ended March 31, 2023, related party White Knight Co., Ltd., and our sole officer and director, Koichi Ishizuka, invoiced the Company for expenses paid on the behalf of the Company totaling approximately $18,007.
During the period ended March 31, 2024, White Knight Co., Ltd. invoiced the Company approximately $7,120, bringing the total owed by the Company to approximately $25,127.
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 $89,880 during the period ended March 31, 2024. These payments are considered contributions to the company with no expectation of repayment and are posted as 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 $67,574 during the year ended March 31, 2023. In addition, our Director contributed capital totaling $17,754 to fund the establishment of our subsidiary, Dr. Foods Singapore. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Office Space
We utilize the office space and equipment of Next Meats Co., Ltd., as well as office space of our management, at no cost. Management estimates such amounts to be immaterial. Next Meats Co., Ltd. is owned and controlled by Next Meats Holdings, Inc., which Koichi Ishizuka has the power to control. Additionally, Koichi Ishizuka serves as an officer and director of Next Meats Holdings, Inc.
Collaborative Agreement
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.
Other Information
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. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. To proceed with the transaction, the Issuer required, and continues to require an audit of Mama Foods Co., Ltd. for its last two complete 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 knowned 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.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction. At this time we have only one Director, Koichi Ishizuka.
Item 14. Principal Accounting Fees and Services.
Below is the approximate, aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
Services rendered by our principal accountants with respect to our last two fiscal year ends, each having ended March 31st.
| 2023 | 2024 | |||
| Audit fees | M&K CPAS, PLLC | $15,000 | $22,500 | |
| Audit related fees | M&K CPAS, PLLC | $- | $- | |
| Tax fees | - | - | ||
| All other fees | - | - | ||
| Total | $15,000 | $22,500 |
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b) Exhibits required by Item 601 of Regulation S-K.
| Exhibit No. | Description | |
| 3.1 (i) | Certificate of Incorporation (1) | |
| 3.1 (ii) | Certificate of Amendment (2) | |
| 3.1 (iii) | Certificate of Amendment (3) | |
| 3.1 (iv) | Certificate of Change (4) | |
| 3.13 (v) | Amended and Restated Certification of Incorporation (5) | |
| 3.2 | By-laws (1) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended March 31, 2024 (6) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6) | |
| 101.INS | XBRL Instance Document (7) | |
| 101.SCH | XBRL Taxonomy Extension Schema (7) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (7) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (7) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (7) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (7) | |
| (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. |
| (7) | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Japan Food Tech Holdings, Inc.
(Registrant)
By: /s/ Koichi Ishizuka
Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer, Director
Dated: August 13, 2024
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Koichi Ishizuka
Koichi Ishizuka, Chief Executive Officer, Chief Financial Officer, Director
Dated: August 13, 2024
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