NXMH 10-Q/A
Next Meats Holdings, Inc. (NXMH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
AMENDMENT NO. 1
FOR
THE QUARTERLY PERIOD ENDED
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo Japan
|
|||
| (Address of Principal Executive Offices) | |||
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes
[X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of April 4, 2023, there were shares of the Registrant’s common stock, par value $0.001 per share, issued and outstanding. As of April 4, 2023, there were no shares of preferred stock issued and outstanding.
Explanatory Note: This Amendment No. 1 to Form 10-Q revises two clerical errors that were previously present in the Form 10-Q filed April 4, 2023. Herein, two revisions have been made to the table, “CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS”. In the column for the Nine Months Ended January 31, 2022, the value for “Net cash used in operating activities” was revised and brackets were added to the value for “Additional Accounts payable – related party”.
-1-
INDEX
-2-
PART I - FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
NEXT MEATS HOLDINGS, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
|
January 31, 2023 (Unaudited) |
April 30, 2022 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | $ | ||
| Accounts receivable | ||||
| Accounts receivable - related party | ||||
| Short term loans receivable | ||||
| Advance payments and prepaid expenses | ||||
| Inventories | ||||
| TOTAL CURRENT ASSETS | ||||
| Non-current assets | ||||
| Equipment, net depreciation | $ | $ | ||
| Construction in progress | ||||
| Land and improvements | ||||
| Long term prepaid expenses | ||||
| Deferred assets | ||||
| Security deposits | ||||
| Stock | ||||
| TOTAL NON-CURRENT ASSETS | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Current Liabilities | ||||
| Accrued expenses and other payables | $ | $ | ||
| Short term loans | ||||
| Short term loans, related party | ||||
| Income tax payable | ||||
| TOTAL CURRENT LIABILITIES | ||||
| Noncurrent Liabilities | ||||
| Loans | ||||
| Other long term liabilities | ||||
| TOTAL LIABILITIES | $ | $ | ||
| Shareholders' Equity | ||||
| Preferred stock ($ par value, shares authorized, issued and outstanding as of January 31, 2023 and April 30, 2022) | ||||
| Common stock ($ par value, shares authorized, and shares issued and outstanding as of January 31, 2023 and April 30, 2022, respectively) | ||||
| Additional paid-in capital | ||||
| Accumulated deficit | ( |
( | ||
| Accumulated other comprehensive income(loss) | ( |
( | ||
| TOTAL SHAREHOLDERS' EQUITY | $ | $ | ||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | $ | ||
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||
-F1-
NEXT MEATS HOLDINGS, INC.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended January 31, 2023 |
Three Months Ended January 31, 2022 |
Nine Months Ended January 31, 2023 |
Nine Months Ended January 31, 2022 | |||||
| REVENUES | ||||||||
| Revenues | $ | $ | $ | $ | ||||
| Cost of revenues | ||||||||
| GROSS PROFIT (LOSS) | ||||||||
| OPERATING EXPENSE | ||||||||
| Depreciation | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( |
( |
( |
( | ||||
| Other income (expense) | ||||||||
| Interest expense | ( |
( |
( |
( | ||||
| Other expense | ( |
( |
( | |||||
| Other income | ||||||||
| Total other income (expenses) | ( |
|||||||
| 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 unaudited condensed consolidated financial statements.
-F2-
NEXT MEATS HOLDINGS, INC.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period April 30, 2022 to January 31, 2023
(UNAUDITED)
| Common Shares | Par Value Common Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||||||
| Balances, April 30, 2022 | $ | $ | $ | ( |
$ | ( |
$ | |||||
| Contributed capital | - |
|
||||||||||
| Net loss | - | ( |
( | |||||||||
| Foreign currency translation | - | ( |
( | |||||||||
| Balances, July 31, 2022 | $ | $ | $ | ( |
$ | ( |
$ | |||||
| Contributed capital | - | |||||||||||
| Net loss | - | ( |
( | |||||||||
| Foreign currency translation | - | ( |
( | |||||||||
| Balances, October 31, 2022 | $ | $ | ( |
$ | ( |
$ | ||||||
| Common shares sold | 306,680 | |||||||||||
| Net loss | - | ( |
( | |||||||||
| Foreign currency translation | - | |||||||||||
| Balances, January 31, 2023 | $ | $ | ( |
$ | ( |
$ |
Next Meats Holdings, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period April 30, 2021 to JANUARY 31, 2022
(UNAUDITED)
| Common Shares | Par Value Common Shares |
Non-Controlling Interest |
Additional Paid-in Capital |
Subscription Payable |
Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||||||||
| Balances, April 30, 2021 | $ | $ | $ | $ | $ | ( |
$ | ( |
$ | |||||||
| Expenses paid on behalf of the company and contributed to capital | - |
|
|
|
||||||||||||
| Net loss | - |
|
( |
( | ||||||||||||
| Foreign currency translation | - |
|
( |
( | ||||||||||||
| Balances, July 31, 2021 | $ | $ | $ |
$ |
|
$ | ( |
$ | ( |
$ | ||||||
| Non-controlling interest | - |
|
||||||||||||||
| Expenses paid on behalf of the company and contributed to capital | - |
|
||||||||||||||
| Deposit for shares subscription | - | |||||||||||||||
| Net loss | - | ( |
( | |||||||||||||
| Foreign currency translation | - |
|
( |
( | ||||||||||||
| Balances, October 31, 2021 | $ | $ |
$ |
|
$ | ( |
$ | ( |
$ | |||||||
| Common shares sold | 1,153,186 | ( |
||||||||||||||
| Expenses paid by subsidiary | - | ( |
( | |||||||||||||
| Net loss | - | ( |
( | |||||||||||||
| Foreign currency translation | - |
|
( |
( | ||||||||||||
| Balances, January 31, 2022 | $ | $ | $ | $ | ( |
$ | ( |
$ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-F3-
NEXT MEATS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
|
Nine Months Ended January 31, 2023 |
Nine Months Ended January 31, 2022 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | ( |
$ | ( |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
| Depreciation and amortization | ||||
| Loss on the sale of fixed asset | ||||
| Loss on the sale of stock | ||||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | ( | |||
| Accounts receivable - related party | ( |
|||
| Short term loan receivable | ( |
|||
| Accrued expenses and other payables | ||||
| Advance payments and prepaid expenses | ( | |||
| Accounts payable - related party | ( | |||
| Security deposits | ( | |||
| Deferred assets | ||||
| Income tax payable | ( |
( | ||
| Inventories | ( | |||
| Net cash used in operating activities | ( |
( | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Cash paid for equipment | ( |
( | ||
| Construction in progress | ( | |||
| Land and improvements | ( | |||
| Cash paid for stock | ( | |||
| Cash received for the sale of stock | ||||
| Net cash provided by (used in) investing activities | ( | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Expenses contributed to capital |
( | |||
| Common shares sold | ||||
| Loans | ( |
|||
| Stock issuance | ||||
| Net cash provided by (used in) financing activities | ||||
| Net effect of exchange rate changes on cash | $ | ( |
$ | ( |
| Net Change in Cash and Cash Equivalents | ( |
( | ||
| Cash and cash equivalents - beginning of period | ||||
| Cash and cash equivalents - end of period | $ | $ | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
| Interest paid | $ | $ | ||
| Income taxes paid | $ | $ | ||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS | $ | $ | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-F4-
NEXT MEATS HOLDINGS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Description of Business
Next Meats Holdings, Inc. (we, us, our, or the "Company"), formerly known as Turnkey Solutions, Inc., was incorporated on April 15, 2020 in the State of Nevada.
On April 15, 2020, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, and Director of the Company, at the time known as “Turnkey Solutions, Inc.”
On October 1, 2020, the Company, at the time known as “Turnkey Solutions, Inc.” (the “Company” or “Successor”) announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with Intermedia Marketing Solutions, Inc. (“IMMM” or “Predecessor”) and Intermedia Marketing Solutions Merger Sub, Inc. (“Merger Sub”) collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Intermedia Marketing Solutions, Inc. and Intermedia Marketing Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
The effective date and time of the Reorganization was October 28, 2020 at 4PM PST (the “Effective Time”). The entire plan of Merger is on file with Nevada Secretary of State (“NSOS”) and included in the Articles of Merger pursuant to NRS 92A.200 Nevada Secretary of State (“NSOS”) and attached to and made a part thereof to the Articles of Merger pursuant to NRS 92A.200 filed with NSOS on October 16, 2020. At the Effective Time, Predecessor merged with and into its indirect and wholly owned subsidiary, Merger Sub with Predecessor as the surviving corporation resulting in Predecessor as a wholly owned subsidiary of the Company.
Concurrently, and after the Effective Time, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The assets and liabilities of Predecessor, if any, remain with Predecessor. The Company abandoned the business plan of its Predecessor and resumed its former business plan of a blank check company after completion of the Merger.
Full details pertaining to the Reorganization can be viewed in the Company’s Form 8-K filed on October 29, 2020.
On November 18, 2020 our former controlling shareholder, Flint Consulting Services, LLC sold 35,000,000 shares of common stock to Next Meats Co., Ltd. a Japan Company. Collectively, at the time of sale, the majority shareholders of Next Meats Co., Ltd. were Ryo Shirai, Hideyuki Sasaki, and Koichi Ishizuka. The Purchase Price was paid with personal funds of the majority shareholders of Next Meats Co., Ltd. (referred to herein as “NMCO”).
On the same day, November 18, 2020, Paul Moody resigned from his position of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director.
Simultaneous to Paul Moody’s resignations, Ryo Shirai was appointed as our Chief Executive Officer and Director, Hideyuki Sasaki as our Chief Operating Officer and Director, and Koichi Ishizuka as our Chief Financial Officer.
On January 8, 2021, our now former majority shareholder, Next Meats Co., Ltd., a Japan Company, along with our Board of Directors, comprised of Mr. Koichi Ishizuka, Mr. Ryo Shirai, and Mr. Hideyuki Sasaki, took action to ratify, affirm, and approve a name change of the Company from Turnkey Solutions, Inc., to Next Meats Holdings, Inc. The Company filed a Certificate of Amendment with the Nevada Secretary of State (“NVSOS”) to enact the name change with an effective date of January 19, 2021. This was previously disclosed in the Form 8-K we filed on January 25, 2021.
Also on January 8, 2021, our now former majority shareholder, Next Meats Co., Ltd., along with our Board of Directors took action to ratify, affirm, and approve a change of the Company’s ticker symbol from TKSI to NXMH.
Pursuant to the above, the Company carried out a FINRA corporate action. As a result of the aforementioned actions the Company’s CUSIP number was changed from 90043H102 to 65345L 100. The change in CUSIP, name change, and symbol change were posted on the FINRA daily list on January 25, 2021 with a market effective date of January 26, 2021.
On January 28, 2021, our majority shareholder at the time, Next Meats Co., Ltd., along with our Board of Directors took action to ratify, affirm, and approve the issuance of 452,352,298 shares of restricted common stock to Next Meats Co., Ltd. The shares were issued for services rendered to the Company. Following this issuance we had 500,000,000 shares of common stock issued and outstanding. On June 9, 2021 the Company entered into a “Share Cancellation and Exchange Agreement” (referred to herein as “the Agreement”) with Next Meats Co., Ltd.
Next Meats Co., Ltd. is a Japanese Company that operates in the “alternative meat” industry. It currently offers, and plans to continue to offer, amongst other things, artificial chicken and beef products made from meat substitutes. The product offerings from Next Meats Co., Ltd. are currently sold to various food distributors, supermarkets, and restaurant groups.
Next Meats Co., Ltd. is referred to herein as “NMCO”, and Next Meats Holdings, Inc., is referred to herein as “the Company”, and or “NXMH.” The (now former) shareholders of Next Meats Co., Ltd. are referred to herein as “NMCO shareholders”.
Pursuant to the agreement, at the effective time of the agreement, NXMH acquired NMCO as a wholly owned subsidiary and commensurate with this action, there was a conversion of the NXMH Percentile Share Interest in exchange for the Company’s 100% percentile share interest in NMCO. Immediately prior to the Effective Time, each NMCO shareholder canceled and exchanged their percentile share interest in NMCO for an equivalent percentile share interest in NXMH pursuant to each NMCO shareholder’s pro rata percentage.
On or about September 17, 2021, we incorporated NextMeats France, a French entity. It was later dissolved in December of 2022 as detailed later on below.
In January of 2022, we engaged counsel to incorporate Next Meats USA, Inc. on our behalf. Next Meats USA, Inc. (“NXMH USA”) was incorporated on January 18, 2022 and is a California Corporation.
On February 7, 2022, the incorporator of Next Meats USA, Inc. was discharged of any further duties. Simultaneously, Koichi Ishizuka and Koki Terui were appointed as Directors, and Koki Terui was appointed President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer.
On February 7, 2022, NXMH USA issued 100 shares of its common stock to Next Meats Holdings, Inc., a Nevada Corporation, in exchange for $10,000. As a result of this action, Next Meats Holdings, Inc. became the sole shareholder of NXMH USA. NXMH USA is now a wholly owned subsidiary of Next Meats Holdings, Inc.
Next Meats Holdings, Inc., intends to utilize NXMH USA as a means to expand its business operations into the United States. Currently, the Company offers a wide variety of alternative meat products and it is the Company’s plan to make these products more readily available to those in the United States via NXMH USA.
Prior to the issuance of shares to Next Meats Holdings, Inc., NXMH USA did not have any significant assets, or material transactions, to disclose.
On or about February 8, 2022, we incorporated Next Meats HK Co. Limited (“Next Meats HK”), a Hong Kong Company. Next Meats HK is now a wholly owned subsidiary of the Company. The Registry Number associated with this entity in Hong Kong is 3126390.
On or about March 2, 2022, we incorporated Next Meats (S) Pte. Ltd. (“Next Meats Singapore”), a Singapore Company. Next Meats Singapore. is now a wholly owned subsidiary of the Company. The Company Registration Number in Singapore is 202207295H.
These financial statements consolidate those of NXMH, NMCO, NXMH USA, Next Meats HK, NextMeats France and Next Meats Singapore.
On December 28, 2021 we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of Common Stock from 500,000,000 to 1,000,000,000.
On December 28, 2021, Ryo Shirai resigned as our Chief Executive Officer and was appointed Chairman of the Board of Directors. Ryo Shirai was formerly a Director prior to being elevated to Director and also Chairman of the Board.
The resignation of Mr. Ryo Shirai, as Chief Executive Officer, was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
On December 28, 2021, Mr. Koichi Ishizuka was appointed Chief Executive Officer of the Company.
There is no arrangement or understanding among the newly appointed officer, Koichi Ishizuka, or any other person, pursuant to which they were appointed as an officer of the Company.
-F5-
On July 12, 2022, Mr. Ryo Shirai resigned as the Company’s Chairman of the Board of Directors and as a Director. Mr. Shirai's resignations were a result of personal health issues. The resignations of Mr. Ryo Shirai were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Company’s Board of Directors is now only comprised of two members.
On November 22, 2022, Ryo Shirai sold 8,229,451 shares of restricted Common Stock of the Issuer to White Knight Co., Ltd., a Japanese Company owned and controlled by Koichi Ishizuka, the Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $8,229. Ryo Shirai was formerly the Company’s Chief Executive Officer and Chairman of the Board of Directors, until his resignations on December 28, 2021.
On November 22, 2022, Ryo Shirai sold 79,521,051 shares of restricted Common Stock of the Issuer to Koichi Ishizuka, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The total subscription amount paid by Koichi Ishizuka was approximately $79,521.
On November 22, 2022, Ryo Shirai sold 25,112,780 shares of restricted Common Stock of the Issuer to Hiroki Tajiri, a Japanese Citizen, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $25,113. Hiroki Tajiri is a board member of Next Meats Co., Ltd., a subsidiary of Next Meats Holdings, Inc.
On November 22, 2022, Hideyuki Sasaki sold 112,863,282 shares of restricted Common Stock of the Issuer to White Knight Co., Ltd., a Japanese Company owned and controlled by Koichi Ishizuka, at a price of $0.001 per share of Common Stock. The total subscription amount paid by White Knight Co., Ltd. was approximately $112,863. Hideyuki Sasaki is currently the Chief Operating Officer, and a Director of the Company.
As a result of the sales of Common Stock conducted by Ryo Shirai and Hideyuki Sasaki, the controlling shareholder of the Company is now Koichi Ishizuka, directly and through his control of White Knight Co., Ltd.
Following the above transactions, Ryo Shirai retains 50,225,560 shares of restricted common stock of the Company while Hideyuki Sasaki also retains 50,225,560 shares of restricted common stock of the Company.
In December of 2022, we dissolved NextMeats France, a French Entity. We do not believe there to be a great enough demand for our products in France and surrounding areas, although we do still intend to offer our products in areas of Europe in the future.
The Company has elected April 30th as its year end.
Note 2 - Summary of Significant Accounting Policies
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.
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the unaudited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures contained in the unaudited financial statements for the most recent fiscal period, as reported in the 2021 Annual Report, have been omitted.
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 in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
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 at January 31, 2023 and April 30, 2022 were $
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 at January 31, 2023 and April 30, 2022.
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 January 31, 2023 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 January 31, 2023. 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.
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 January 31, 2023.
The Company’s stock-based compensation for the periods ended January 31, 2023 and January 31, 2022 was $0 for both periods.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply.
We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above.
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.
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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 operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not recorded enough revenue to cover its operating costs. Currently, management plans to fund some operating expenses with related party contributions to capital, or through the sale of equity, until there is sufficient revenue to cover all operating expenses. There is no assurance that management's plans 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 January 31, 2023, the Company has incurred a net loss of approximately $
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 January 31, 2023.
Note 6 - Stock
On July 20, 2021, Catapult Solutions, Inc., a Nevada Corporation (“Catapult”), entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), related party White Knight Co., Ltd., (“WKC”), and the Company, pursuant to which, on July 23, 2021, (“Closing Date”), for the purchase price of $375,000, CRS sold 10,000 shares of Catapult’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 the Company. WKC paid consideration of $187,500 and related party, Next Meats Co., Ltd, paid the remaining $187,500 on behalf of the Company. The consummation of the transactions contemplated by the Agreement resulted in a change in control of Catapult, with WKC and the Company becoming Catapult’s largest controlling stockholders, having approximately 80.20% combined voting control over Catapult.
Pursuant to the Agreement, on July 23, 2021, the former Directors of Catapult resigned from their positions and, on that same date, our CFO and Director, Mr. Koichi Ishizuka, was appointed as Catapult’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On or about July 1, 2022, the Company sold 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc. FKA Catapult Solutions, Inc., a Nevada Company (“DRFS”), to WKC at a price of approximately $147,624 USD (20,000,000 Japanese Yen) (“The Share Purchase Agreement”). The purchase of shares was made for investment purposes. The consummation of the transaction contemplated by the Share Purchase Agreement resulted in the Company no longer having an equity position in DRFS and with WKC becoming the largest controlling shareholder of DRFS. Following the aforementioned transaction, WKC owns approximately 79.22% voting control of DRFS.
NXMH intends to use the proceeds from the aforementioned sale for working capital.
The Board of Directors of NXMH, WKC, and DRFS unanimously approved the above transaction.
Note 7 - Accrued Expenses
Accrued expenses and other payables
totaled $
Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001. There were no shares issued and outstanding as of January 31, 2023 and April 30, 2022.
Common Stock
The authorized common stock of the Company consists of 1,000,000,000 shares with a par value of $0.001. There were 502,255,600 shares of common stock issued and outstanding as of January 31, 2023 and April 30, 2022.
On or about December 29, 2021, we sold 270,929 shares of restricted Common Stock to Demic Co., Ltd.., a Japanese Company, at a price of $2.00 per share of Common Stock. The total subscription amount paid by Demic Co., Ltd. was approximately $541,858. Demic Co., Ltd is not considered a related party to the Company.
On or about December 29, 2021, we sold 882,257 shares of restricted Common Stock to Kiyoshi Kobayashi, a Japanese Citizen, at a price of $2.00 per share of Common Stock. The total subscription amount paid by Kiyoshi Kobayashi was approximately $1,764,513. Kiyoshi Kobayashi is not considered a related party to the Company.
On or about February 4, 2022, we sold 208,855 shares of restricted Common Stock to Daisuke Kuroika, a Japanese Citizen, at a price of $2.10 per share of Common Stock. The total subscription amount paid by Daisuke Kuroika was approximately $438,596. Daisuke Kuroika is not considered a related party to the Company.
On or about March 7, 2022, we sold 668,780 shares of restricted Common Stock to Yakuodo Co., Ltd., a Japanese Company, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Yakuodo Co., Ltd. was approximately $869,414. Yakuodo Co., Ltd. is a Japan-based holding company mainly engaged in the retail of pharmaceuticals, cosmetics, food products, miscellaneous goods and other life related products. The Company operates through the healthcare business, beauty care business, home care business and convenience care business.
On or about March 29, 2022, we sold 133,779 shares of restricted Common Stock to Hidemi Arasaki, a Japanese Citizen, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Hidemi Arasaki was approximately $173,913. Hidemi Arasaki is not a related party to the Company.
On or about April 5, 2022, we sold 91,000 shares of restricted Common Stock to Interwoos Co., Ltd., a Japanese Company, at a price of $0.90 per share of Common Stock. The purchase of Common Stock by Interwoos Co., Ltd. was authorized by its Chief Executive Officer Mr. Nobutaka Yoshii. The total subscription amount paid by Interwoos Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not a related party to the Company.
On or about November 28, 2022, we sold 306,680 shares of restricted Common Stock to Motohiro Tomiyama, a Japanese Citizen, at a price of $0.67 per share of Common Stock. The total subscription amount paid by Motohiro Tomiyama was approximately $205,470. Motohiro Tomiyama is not a related party to the Company.
The proceeds from the above sales of shares are to be used by the Company for working capital.
Note 9 - Related-Party Transactions
Accounts receivable
During the period ended January 31, 2023, our subsidiary, Next Meats Japan Co., Ltd, paid expenses, totaling approximately $180, on behalf of WB Burgers Japan Co., Ltd which is controlled by our CEO Koichi Ishizuka.
During the period ended January 31, 2023, our subsidiary, Next Meats Hong Kong Co., Ltd, paid expenses, totaling approximately $13) on behalf of a shareholder of the Company.
The Company expects repayment of the above accounts receivable in the fourth fiscal quarter.
Short term loans
During the
period ended January 31, 2023, our subsidiary, Next Meats Japan Co., Ltd., was loaned approximately $
During
the period ended January 31, 2023, our subsidiary, Next Meats Hong Kong Co., Ltd., was loaned approximately $
Office Space
We utilize the office space and equipment of our management at no cost.
Note 10 - Subsequent Events
None.
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words, “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
We share the same business plan as that of our subsidiaries and we also act as a holding company for our subsidiaries. Through Next Meats Co., Ltd., Next Meats USA, Inc., Next Meats HK Co. Limited, Next Meats (S) Pte. Ltd., we develop and sell alternative meat products, with ingredients derived from predominantly, plant based materials.
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.
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Assets
As of January 31, 2023, we had cash and cash equivalents of $62,222. As of April 30, 2022, we had cash and cash equivalents of $620,297. We believe that our cash and cash equivalents are less as of January 31, 2023, when compared to April 30, 2022, because our revenues have decreased since April 30, 2022, resulting in less available cash on hand. We believe this primarily results from our decision to no longer wholesale rice, coupled with what we believe to be a global downtrend in consumer spending. Information regarding our revenue is detailed below in the section titled, “Revenue”.
Our total current assets were $2,515,286 as of January 31, 2023, and $3,842,764 as of April 30, 2022. As of January 31, 2023 we had $165,897 in short terms loans receivable, compared to none as of April 30, 2022. As of January 31, 2023, we had $1,304,071 in advance payments and prepaid expenses, compared to $1,335,832 as of April 30, 2022. In addition to a decrease in available cash and cash equivalents, we believe a decrease in advance payments was a primary contributor to our lesser current assets as of January 31, 2023 when compared to April 30, 2022.
Our non-current assets were $1,502,555 as of January 31, 2023 and $1,885,836 as of April 30, 2022. As of January 31, 2023, we had fewer non-current assets, when compared to April 30, 2022, which we attribute to various factors which include, but are not limited to, lesser net depreciation, construction in progress, land and improvements, no deferred assets, lesser security deposits, and no stock (invested securities) held.
Our cash balance is likely not sufficient to fund our limited levels of operations for any substantive period of time. In order to implement our plan of operations for the next twelve-month period, we will likely require further funding. We may need to rely on the sale of our common stock or other means to raise capital, should our cash balance be insufficient to further our business agenda. 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 scale back or suspend operations until we do raise the cash we need, or we may need to materially alter our business objectives.
Revenue
For the three-month period ended January 31, 2023 we realized revenues of $221,567, cost of revenues of $209,841 and gross profits of $11,726. For the three-month period ended January 31, 2022 we realized revenues of $1,110,497, cost of revenues of $703,454 and gross profits of $407,043. For the three-month period ended January 31, 2023, when compared to the three-month period ended January 31, 2022, we realized significantly less revenue, cost of revenue, and gross profits over the same period, which we attribute primarily to our decision to stop selling wholesale rice, and what we believe to be a global economic downtrend, but we also believe our gross profit was significantly decreased because we sold our products at decreased prices for the three months ended January 31, 2023.
For the nine-month period ended January 31, 2023 we also realized a dramatic decrease in revenue over the same period for the year prior. For the nine-month period ended January 31, 2023 we realized revenues of $1,092,882, cost of revenues of $977,302 and a gross profit of $115,581. For the nine-month period ended January 31, 2022 we realized revenues of $6,294,577, cost of revenues of $5,778,596 and a gross profit of $515,981.
Globally speaking, many markets, industries, and nations have been affected by rising costs, inflation, and a decreased demand for products. We believe the products we offer, and continue to offer, to be a ‘premium’ alternative to traditional food options, which typically coincides with increased costs. Given the condition of the global economy, we believe there is likely less demand for premium alternatives to traditional food products, such as those we currently offer. Over the course of the last year, we believe we have been affected by decreased demand for our products, our decision to no longer wholesale rice, and the decreased price at which we have offered our products, resulting in less revenue for the three and nine months ended January 31, 2023.
Previously, we also had a wider selection of food options and other facets of our business which we believe drove revenues. Specifically, from time to time we would engage in the wholesale sale of rice, however we no longer engage in the wholesale sale of rice because our previous sole supplier is no longer in business. We believe that due to the current downtrend in the global economy, that such efforts should not recommence, if at all, until the global economy recovers to pre-pandemic levels.
At this time, we also no longer offer “Next Milk” which we believed would gain popularity in the near term. Various components of the products we offered, or seek to continue to offer, are either not available, or available at price points that are not as attractive. As a result, at this time, it is difficult for us to produce cost effective products that we believe would rival the cost of generic food products, and thus bolster our revenues. We believe many consumers are purchasing more cost-effective options. Because of this, we are exploring means to lessen the cost of our product lineup while maintaining what we believe to be the same quality products, but we cannot forecast with any level of certainty if such efforts will be successful. Much of these endeavors rely on our ability to source ingredients at a lesser cost, which, at this time, is a challenge.
If we need additional cash and cannot raise it, we will either have to scale back or suspend operations until we do raise the cash we need, or we may need to materially alter our business objectives. Given our revenue is not sufficient to cover our operating expenses we have and expect to continue to rely on funding from the sales of our common stock, and or related party contributions by our officers and directors. Our officers and directors however, have no obligations time to loan or provide the company with capital infusions.
Expenses
For the three-month period ended January 31, 2023 we incurred total operating expenses of $327,708, which was comprised of $12,534 in depreciation and $315,174 in general and administrative expenses. For the three-month period ended January 31, 2022 we incurred total operating expenses of $1,619,804, which was comprised of $14,033 in depreciation and $1,605,771 in general and administrative expenses. As a result of, primarily, a significant decrease in general and administrative expenses, our total operating expenses for the three months ended January 31, 2023 have decreased compared to our total operating expenses for the three months ended January 31, 2022.
For the nine-month period ended January 31, 2023 we incurred total operating expenses of $2,078,554, which was comprised of $30,516 in depreciation and $2,048,038 in general and administrative expenses. For the nine-month period ended January 31, 2022 we incurred total operating expenses of $4,019,823, which was comprised of $38,782 in depreciation and $3,981,041 in general and administrative expenses. We also believe that as a result of, primarily, a significant decrease in general and administrative expenses, our total operating expenses for the nine months January 31, 2023 have decreased compared to our total operating expenses for the nine months ended January 31, 2022. In large part, we believe our general and administrative expenses have decreased by such a significant margin because Next Meats Co., Ltd. decreased its staff from approximately 94 employees to 13 employees. The decision to decrease staff is in part due to a general decline in the level of our operations.
Going forward, we believe we may be able to improve our financial condition if we can also consolidate the number of our suppliers. At this time we have various suppliers who create the products we offer for resale.
We intend for Mama Foods Co., Ltd. (“Mama Foods”) to handle increased levels of production going forward. For the nine months ended January 31, 2023 Mama Foods was responsible for manufacturing approximately 28.83% of our inventory.
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. It is also manufacturer of various food products for third parties.
In 2021, White Knight Co., Ltd., a Japan entity controlled exclusively by Koichi Ishizuka, acquired 100% of Mama Foods Co., Ltd. from its prior controller.
The sole shareholder of Mama Foods is currently White Knight Co., Ltd. Koichi Ishizuka, is Chief Executive Officer, Chief Financial Officer, and Director of Mama Foods Co., Ltd.
Net Loss
For the three months ended January 31, 2023, we incurred a net loss of $89,435, whereas for the three-month period ended January 31, 2022 we incurred a net loss of $1,209,849. For the nine months ended January 31, 2023 we incurred a net loss of $1,818,674, whereas for the nine months ended January 31, 2022, we incurred a net loss of $3,543,229. For both of the aforementioned periods, the variance in net loss is a result of our decreased business activity.
Corporate Plans
To remediate some of the above issues, notably those regarding decreased revenue, we intend to continue to roll out new products which we believe may have a broader appeal and more attractive price points. We are currently exploring a few new products based upon “Oats”. We believe such products might appeal to a wider audience and result in an ability to offer such products at a lower price point.
It should be emphasized that we currently offer, and intend to offer, products that are plant based. Not all products we offer, or intend to continue to offer, are strictly replacements or substitutes to traditional meat products.
Additionally, we intend to focus on increasing our business operations in the European and US markets through various methods which, as of this time, have not been fully determined.
Additional information regarding the Company, its products, and its mission can be found on its website: www.nextmeats.co.jp
Other Corporate Updates
In December of 2022, we dissolved NextMeats France, a French Entity. We do not believe there to be a great enough demand for our products in France and surrounding areas, although we do still intend to offer our products in areas of Europe in the future.
We have also paused efforts to pursue selling products in Hong Kong under our wholly owned subsidiary, Next Meats HK Co. Limited (“Next Meats HK”), a Hong Kong Company. We do not believe the current market would be conducive to our business objectives in this area at this point in time. However, we will reassess this decision in the future, although we cannot specifically identity when that may be. Next Meats HK Co. Limited remains a wholly owned subsidiary of the Company.
Beginning March of 2023, Costco Wholesale Japan, Ltd. will stock and sell our newest Non-GMO soybean protein based alternative meat product, "Next Short Rib 2.1 (Marinated Japanese BBQ)", also called Next Kalbi 2.1, at Costco Wholesale locations in Japan. We believe that potential profits from this arrangement will will have a positive impact on our financial condition moving forward. However, at this time we cannot forecast with any level of specificity the financial impact this may have on our business going forward. We are only compensated by Costco Wholesale Japan, Ltd. on a case by case basis as they issue us purchase orders and we supply them with the products they have ordered. Costco Wholesale Japan, Ltd. can decide at any time to no longer purchase our products.
Going Concern
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 for the period ending January 31, 2023. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not recorded enough revenue to cover its operating costs. Currently, management plans to fund some operating expenses with related party contributions to capital, or through the sale of equity, until there is sufficient revenue to cover all operating expenses. There is no assurance that management's plans will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
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| ITEM 4 | CONTROLS AND PROCEDURES |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer, who is also our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of January 31, 2023, the end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of Koichi Ishizuka, our chief executive officer and chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a limited individuals without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, inadequate segregation of duties consistent with control objectives and lack of well-established procedures to identify, approve and report related party transactions. These material weaknesses were identified by Koichi Ishizuka in connection with the above annual evaluation.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that have occurred for the most recent fiscal quarter ending January 31, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A | RISK FACTORS |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On or about December 29, 2021, we sold 270,929 shares of restricted Common Stock to Demic Co., Ltd.., a Japanese Company, at a price of $2.00 per share of Common Stock. The total subscription amount paid by Demic Co., Ltd. was approximately $541,858.
The above transaction was approved by the Chief Executive Officer of Demic Co., Ltd., Tadayoshi Masutomi. Demic Co., Ltd. is not considered a related party to the Company.
On or about December 29, 2021, we sold 882,257 shares of restricted Common Stock to Kiyoshi Kobayashi, a Japanese Citizen, at a price of $2.00 per share of Common Stock. The total subscription amount paid by Kiyoshi Kobayashi was approximately $1,764,513.
On or about February 4, 2022, we sold 208,855 shares of restricted Common Stock to Daisuke Kuroika, a Japanese Citizen, at a price of $2.10 per share of Common Stock. The total subscription amount paid by Daisuke Kuroika was approximately $438,596.
On or about March 7, 2022, we sold 668,780 shares of restricted Common Stock to Yakuodo Co., Ltd., a Japanese Company, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Yakuodo Co., Ltd. was approximately $869,414.
On or about March 29, 2022, we sold 133,779 shares of restricted Common Stock to Hidemi Arasaki, a Japanese Citizen, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Hidemi Arasaki was approximately $173,913. Hidemi Arasaki is not a related party to the Company.
On or about April 5, 2022, we sold 91,000 shares of restricted Common Stock to Interwoos Co., Ltd., a Japanese Company, at a price of $0.90 per share of Common Stock. The total subscription amount paid by Interwoos Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not a related party to the Company.
On or about November 28, 2022, we sold 306,680 shares of restricted Common Stock to Motohiro Tomiyama, a Japanese Citizen, at a price of $0.67 per share of Common Stock. The total subscription amount paid by Motohiro Tomiyama was approximately $205,470. Motohiro Tomiyama is not a related party to the Company.
The proceeds from the sales of shares went to the Company to be used as 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.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None
| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None
| ITEM 6 | EXHIBITS |
(a) 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 Amendment (4) | |
| 3.2 (i) | By-laws (1) | |
| 3.2 (ii) | Amended By-laws (5) | |
| 31 | Certification of the Company’s Principal Executive and Prinipal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (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.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) | |
____________________
| (1) | Filed as an exhibit to the Company's Registration Statement on Form 10-12G as filed with the SEC on May 8, 2020, and incorporated herein by this reference. |
| (2) | Filed as an exhibit to the Company's Form 8-K as filed with the SEC on September 21, 2020, and incorporated herein by this reference. |
| (3) | Filed as an exhibit to the Company's Form 8-K as filed with the SEC on January 25, 2021, and incorporated herein by this reference. |
| (4) | Filed as an exhibit to the Company's Form 8-K as filed with the SEC on December 29, 2021, and incorporated herein by this reference. |
| (5) | Filed as an exhibit to the Company's Form 8-K as filed with the SEC on January 29, 2021, and incorporated herein by this reference. |
| (6) | Filed herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Next Meats Holdings, Inc.
(Registrant)
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Chief Executive Officer
Dated: April 4, 2023
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Chief Financial Officer
Dated: April 4, 2023
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