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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED October 31, 2023

[ ] 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: 000-56167

Next Meats Holdings, Inc.

(Exact name of registrant as specified in its charter)

	Nevada	85-4008709
	(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] Yes [ ] No

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 ☐		Non-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] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of December 8, 2023, there were 462,705,290 shares of the Registrant’s common stock, par value $0.001 per share, issued and outstanding. As of December 8, 2023, there were no shares of preferred stock issued and outstanding.

-1-

Table of Contents

INDEX

		Page
PART I - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	F1
	CONDENSED CONSOLIDATED BALANCE SHEETS as of October 31, 2023 (unaudited) and aPRIL 30, 2023	F1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED October 31, 2023 AND OCTOBER 31, 2022 (UnAUDITED)	F2
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD APRIL 30, 2023 TO OCTOBER 31, 2023 AND FOR THE PERIOD APRIL 30, 2022 TO OCTOBER 31, 2022 (UNAUDITED)	F3
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED October 31, 2023 and OCTOBER 31, 2022 (uNAUDITED)	F4
	NOTES TO THE UNAUDITED FINANCIAL STATEMENTS	F5-F6
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4	CONTROLS AND PROCEDURES	5

PART II-OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	6
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4	MINE SAFETY DISCLOSURES	6
ITEM 5	OTHER INFORMATION	6
ITEM 6	EXHIBITS	6

SIGNATURES		7

-2-

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

NEXT MEATS HOLDINGS, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

		October 31, 2023 (Unaudited)		April 30, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	26,844	$	292,454
Accounts receivable		151,609		339,463
Accounts receivable - related party		19,529		839
Accounts receivable - related party from discontinued operations		13		13
Advance payments and prepaid expenses		38,796		194,987
Advance payments - related party		1,028		-
Inventories		141,227		134,646
TOTAL CURRENT ASSETS		379,045		962,402

Non-current assets
Equipment, net depreciation	$	95,515	$	120,531
Security deposits		126,399		141,750
TOTAL NON-CURRENT ASSETS		221,914		262,281

TOTAL ASSETS	$	600,960	$	1,224,683

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses and other payables	$	219,595	$	343,742
Due to related party		42,357		9,815
Advance receipts		538,470		416,075
Short term loans		15,494		23,494
Short term loans - related party		322,386		23,858
TOTAL CURRENT LIABILITIES		1,138,301		816,984
Noncurrent Liabilities
Loans	$	185,238	$	231,894
Loans - related party		-		127,588
Other long term liabilities		1,713		1,753
TOTAL LIABILITIES	$	1,325,253	$	1,178,219

Shareholders' Equity(Deficit)
Preferred stock ($0.001 par value, 20,000,000 shares authorized, 0 issued and outstanding as of October 31, 2023 and April 30, 2023)		-		-
Common stock ($0.001 par value, 1,000,000,000 shares authorized, 462,705,290 and 502,562,280 shares issued and outstanding as of October 31, 2023 and April 30, 2023, respectively)		462,705		502,256
Additional paid-in capital		12,902,040		12,747,075
Accumulated deficit		(12,372,439)		(11,712,412)
Accumulated other comprehensive income (loss)		(1,718,779)		(1,492,940)
Accumulated other comprehensive income (loss) from discontinued operations		2,179		2,179

TOTAL SHAREHOLDERS' EQUITY (DEFICIT)	$	(724,293)	$	46,464

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	600,960	$	1,224,683

The accompanying notes are an integral part of these condensed consolidated financial statements.

-F1-

Table of Contents

NEXT MEATS HOLDINGS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

		Three Months Ended October 31, 2023		Three Months Ended October 31, 2022		Six Months Ended October 31, 2023		Six Months Ended October 31, 2022

REVENUES
Revenues	$	197,355	$	465,868	$	394,187	$	871,315
Revenues - related party		41,191		-		81,437		-
Total revenues		238,546		465,868		475,624		871,315
Cost of revenues		52,464		422,604		93,812		767,460
Cost of revenues - related party		129,990		-		246,907		-
Total cost of revenues		182,454		422,604		340,719		767,460
GROSS PROFIT (LOSS)		56,092		43,264		134,905		103,855

OPERATING EXPENSE
Depreciation		5,926		7,913		12,917		17,982
General and administrative expenses		288,281		781,462		721,059		1,732,864
Total operating expenses		294,207		789,375		733,676		1,750,846

Income (loss) from operations		(238,115)		(746,111)		(597,771)		(1,646,991)

Other income (expense)
Interest expense		(1,822)		(2,515)		(3,876)		(3,694)
Other expense		(110,786)		(81,291)		(125,676)		(123,071)
Other income		6,550		43,519		21,757		44,859
Other income - related party		20,667		-		46,540		-
Total other income (expenses)		(85,392)		(40,287)		(61,256)		(81,906)

Net income (loss) before tax		(323,507)		(786,398)		(660,027)		(1,728,897)
Income tax expense		-		341		-		341
NET INCOME (LOSS)	$	(323,507)	$	(786,739)	$	(660,027)	$	(1,729,238)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment	$	(9,110)	$	(370,014)	$	(225,839)	$	(552,465)

TOTAL COMPREHENSIVE INCOME (LOSS)	$	(332,616)	$	(1,156,753)	$	(885,865)	$	(2,281,703)

Income per common share
Basic	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Diluted	$	-	$	-	$	-	$	-

Weighted average common shares outstanding
Basic		478,859,849		502,255,600		502,562,280		502,255,600
Diluted		-		-		-		-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-F2-

Table of Contents

NEXT MEATS HOLDINGS, INC.

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period April 30, 2023 to October 31, 2023

(UNAUDITED)

	Common Shares		Par Value Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total

Balances, April 30, 2023	502,562,280	$	502,562	$	12,747,075	$	(1,490,761)	$	(11,712,412)	$	46,464
Common shares sold	311,102		311		114,797		-		-		115,108
Net loss	-		-		-		-		(336,520)		(336,520)
Foreign currency translation	-		-		-		(216,729)		-		(216,729)
Balances, July 31, 2023	502,873,382	$	502,873	$	12,861,872	$	(1,707,490)	$	(12,048,932)	$	(391,677)
Shares purchased and returned to treasury	(40,168,092)		(40,168)		40,168		-		-		-
Net loss	-		-		-		-		(323,507)		(323,507)
Foreign currency translation	-		-		-		(9,110)		-		(9,110)
Balances, October 31, 2023	462,705,290	$	462,705		12,902,040	$	(1,716,600)	$	(12,372,439)	$	(724,293)

Next Meats Holdings, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period April 30, 2022 to OCTOBER 31, 2022

(UNAUDITED)

	Common Shares		Par Value Common Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total

Balances, April 30, 2022	502,255,600	$	502,256	$	12,451,941	$	(1,199,027)	$	(6,880,384)	$	4,874,786
Contributed capital	-		-		4,612		-		-		4,612
Net loss	-		-		-		-		(942,498)		(942,498)
Foreign currency translation	-		-		-		(182,451)		-		(182,451)
Balances, July 31, 2022	502,255,600	$	502,256	$	12,456,553	$	(1,381,478)	$	(7,822,882)	$	3,754,449
Contributed capital	-		-		82,671		-		-		82,671
Net loss	-		-		-		-		(786,739)		(786,739)
Foreign currency translation	-		-		-		(370,014)		-		(370,014)
Balances, October 31, 2022	502,255,600	$	502,256		12,539,224	$	(1,751,492)	$	(8,609,623)	$	2,680,367

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-F3-

Table of Contents

NEXT MEATS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

		Six Months October 31, 2023		Six Months October 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(660,027)	$	(1,729,238)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization		12,617		17,982
Provision for bad debt - Advance payments		98,811		-
Loss on the sale of fixed assets		-		371
Loss on the sale of stock		-		39,876

Changes in operating assets and liabilities:
Accounts receivable		187,854		185,007
Accounts receivable - related party		(18,690)		-
Short term loan receivable		-		(145,991)
Short term loans to the company		(8,000)		-
Short term loans to the company - related party		298,528		-
Advance receipts		41,218		-
Accrued expenses and other payables		(124,187)		(218,147)
Advance payments and prepaid expenses		(112,777)		1,202,132
Advance payments - related party		(1,028)		-
Accounts payable - related party		43,914		-
Security deposits		15,351		23,162
Deferred assets		-		739
Income tax payable		-		(21,028)
Expenses contributed to capital		-		87,284
Inventories		(6,581)		95,666
Net cash used in operating activities		(232,997)		(462,185)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for equipment, net cash received for sale or disposal		-		22,746
Disposal of construction in progress		-		154,231
Disposal of land and improvements		-		122,789
Cash received for stock		-		147,624
Net cash provided by investing activities		-		447,390

CASH FLOWS FROM FINANCING ACTIVITIES
Common shares sold		115,108		-
Common shares purchased and returned to treasury		(40,168)		-
Loans		22,801		5,103
Loans - related party		300,983		-
Payments on related party loans		(200,655)		-
Net cash provided by (used in) financing activities		198,069		5,103

Net effect of exchange rate changes on cash	$	(230,682)	$	(552,465)

Net Change in Cash and Cash Equivalents		(265,510)		(562,157)
Cash and cash equivalents - beginning of period		292,454		620,297
Cash and cash equivalents - end of period	$	26,844	$	58,140


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	1,822	$	2,054
Income taxes paid	$	-	$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-F4-

Table of Contents

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.

Next Meats Holdings Inc. currently operates in the “alternative meat” industry through its subsidiaries in Japan, Singapore, Hong Kong and the United States.

These financial statements consolidate those of Next Meats Holdings, Inc., Next Meats Japan Co. Ltd., Next Meats Holdings USA, Next Meats Hong Kong, and Next Meats Singapore.

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 October 31, 2023 and April 30, 2023 were $26,844 and $292,454, respectively.

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.

Advance payments and prepaid expenses

Advance payments and prepaid expenses are cash paid amounts that represent costs incurred from which a service or benefit is expected to be derived in the future.

Inventory

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or net realizable value. This valuation requires the Company to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

Fixed assets and depreciation

The company recognizes purchased assets with a useful life longer than one year as fixed or non-current assets. These assets are depreciated using the straight-line method of depreciation over the estimated useful life of the assets.

Foreign currency translation

The Company maintains its books and records in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

	October 31, 2023
Current JPY: US$1 exchange rate	149.51
Average JPY: US$1 exchange rate	143.72

Comprehensive income or loss

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.

Revenue recognition

The Company adopted ASC 606 - Revenue from contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue for products is recognized when the products are delivered to the customer and the customer complete the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of October 31, 2023, the Company had no deferred revenues.

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 October 31, 2023 and April 30, 2023.

Basic Earnings (Loss) Per Share

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 October 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 October 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.

Share-Based Compensation

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 October 31, 2023.

The Company’s stock-based compensation for the periods ended October 31, 2023 and October 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 and gross revenue for the six months ended October 31, 2023 decreased by $395,691 or 45.41% as compared to the six months ended October 31, 2022. Management attributes this drop in revenue to global economic challenges, a restructuring of the Company’s large-scale sales department, changes in product offerings, and discontinued operations in two subsidiaries.

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 as compared to the previous year.

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, 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. Many of these endeavors rely on our ability to source ingredients at a lower cost, which, at this time, is a challenge.

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.

We expect our other wholly owned subsidiaries, Next Meats USA and Next Meats Japan Co. Ltd, to improve their operating income in the next fiscal year. However, management plans to fund some operating expenses with related party contributions to capital until there is sufficient revenue to cover all operating expenses. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company cannot continue as a going concern.

Note 4 - Advance payments and Prepaid Expenses

Advance payments are comprised mainly of payments for prepaid rent. As of October 31, 2023 and April 30, 2023, the Company had advance payments of $208,953 and $194,987, respectively.

Note 5 - Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

As of October 31, 2023 and April 30, 2023 fixed assets, net depreciation, were made up of the following:

	Estimated
	Useful
	Life		July 31,		April 30,
	(approx. years)		2023		2023
Machinery and equipment		10	$	71,917	$	89,070
Machinery and equipment		5		3,739		5,209
Furniture fixtures and tools		4		1,911		3,011
Furniture fixtures and tools		5		6,434		8,965
Furniture fixtures and tools		6		2,425		3,242
Furniture fixtures and tools		10		2,124		2,630
Furniture fixtures and tools		12		3,846		4,677
Furniture fixtures and tools		15		3,120		3,725
Net book value			$	95,515	$	120,531

During the period ended October 31, 2023, the Company did not purchase any long-term assets. Total depreciation expense for the period ended October 31, 2023 was $12,617, which was recorded in our general and administrative expenses on our statement of operations.

During the year ended April 30, 2023, the Company, through its subsidiary in France (which has since been dissolved), disposed of fixed assets, including Machinery and equipment due to liquidation of subsidiary. The Company recorded a profit from the liquidation of the assets as $148,122 of other income.

Note 6 - 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 October 31, 2023, the Company has incurred a net loss of approximately $12,372,439 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $2,598,212 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on April 15, 2020, and our fiscal year end of April 30, 2023, we have completed four taxable fiscal years.

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 $12,372,439 which begins expiring in 2040. 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.

Note 7 - Accrued Expenses

Accrued expenses and other payables totaled $219,595 and $343,742 as of October 31, 2023 and April 30, 2023, respectively, and consisted primarily of accrued professional fees, trade and non-trade accounts payable to NMCO, and trade payables to Next Meats Singapore and Next Meats USA.

Note 8 - Shareholders’ Equity

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 October 31, 2023 and April 30, 2023.

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 462,705,290 and 502,562,280 shares of common stock issued and outstanding as of July 31, 2023 and April 30, 2023, respectively.

On or about September 7, 2023, the Company entered into an agreement for the purchase of 40,168,092 shares of the Company’s restricted Common Stock from Ryo Shirai, a Japanese Citizen and our former Chief Executive Officer, at a price of $0.001 per share of Common Stock. The transaction was completed, and recorded, by the Company’s transfer agent on October 23, 2023, at which time the 40,168,092 resumed the status of Treasury Shares. The total subscription amount paid by the Company was approximately $40,168. At this time, Ryo Shirai is not a related party to the Company.

On or about June 26, 2023, the company consummated an agreement for the sale of 311,102 shares of restricted Common Stock to Ultimate One LLC, a Japanese Company, at a price of $0.37 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 $115,108. 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.

Note 9 - Related-Party Transactions

Accounts receivable

During the period ended October 31, 2023, our subsidiary, Next Meats Japan Co., Ltd (“NMCO”), paid expenses totaling approximately $18,807 on behalf of Mama Foods Co., Ltd (“Mama Foods”), a Japanese company indirectly controlled by our CEO, Koichi Ishizuka.

During the period ended October 31, 2023, our subsidiary, NMCO, paid expenses totaling approximately $1,788 on behalf of WB Burgers Japan Co., Ltd (“WBBJ”) which is indirectly controlled by our CEO, Koichi Ishizuka. NMCO also received $1,819 in payments from WBBJ for previous accounts receivable.

During the year ended April 30, 2023, our subsidiary, Next Meats Japan Co., Ltd, paid expenses, totaling approximately $753, using the October 31, 2023 currency exchange rate, on behalf of WBBJ which is indirectly controlled by our CEO, Koichi Ishizuka.

During the year ended April 30, 2023, our subsidiary, Next Meats Hong Kong Co., Ltd, paid expenses, totaling approximately $13, on behalf of a shareholder of the Company.

Advance payments

During the period ended October 31, 2023, our subsidiary, NMCO, advanced funds totaling approximately $1,028 on behalf of WB Burgers Japan Co., Ltd (“WBBJ”) which is controlled by our CEO Koichi Ishizuka.

Due to related party

During the period ended October 31, 2023, NMCO was invoiced approximately $42,118 by related party Mama Foods and approximately $239 by related party Dr. Foods, Inc. (“ Dr. Foods”), which are controlled by our CEO Koichi Ishizuka.

Short term loans

During the period ended October 31, 2023, our subsidiary Next Meats Japan received funds from and made repayments to related party WB Burgers Japan Co. Ltd (“WBBJ”) which resulted in a net amount of approximately $300,983 owed to WBBJ. WBBJ is indirectly controlled by our CEO, Koichi Ishizuka.

During the year ended April 30, 2023, our subsidiary, Next Meats Japan Co., Ltd, was loaned approximately $21,403, using the October 31, 2023 currency exchange rate, from officers of the company.

These loans are unsecured, noninterest-bearing, and payable upon demand.

Additional Paid-In Capital

During the period ended April 30, 2023, our subsidiary, Next Meats Hong Kong Co., Ltd, was loaned approximately $2,687 from the director of the company. This loan was forgiven and was recorded as additional paid-in capital.

Revenue

During the period ended October 31, 2023, NMCO recorded approximately $79,715 in revenue from Mama Foods and recorded approximately $1,722 in revenue from WBBJ. The revenue was the result of the sale of food products to Mama Foods and WBBJ.

Cost of Revenues

During the period ended October 31, 2023, NMCO purchased products totaling approximately $246,907 from Mama Foods.

Office Space

From time to time, we may 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 October 31, 2023, we had cash and cash equivalents of $26,844. As of April 30, 2023, we had cash and cash equivalents of $292,454. We believe that our cash and cash equivalents are less as of October 31, 2023, when compared to April 30, 2023, because our revenues have decreased since April 30, 2023, 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 $379,045 as of October 31, 2023, and $962,402 as of April 30, 2023. In addition to a decrease in available cash and cash equivalents, a decrease in advance payments, and a decrease in accounts receivable were primary contributor to our lesser current assets as of October 31, 2023 when compared to April 30, 2023. Our total non-current assets were $221,914 as of October 31, 2023 and $262,281 as of April 30, 2023.

As of October 31, 2023, our total assets were $600,960. As of April 30, 2023, our total assets were $1,224,683. We believe the variance between periods is attributable to the factors described above.

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.

Liabilities

As of October 31, 2023, our total liabilities were $1,325,253. As of April 30, 2023, our total liabilities were $1,178,219. We believe the variance between periods is attributable primarily to a variance in short term loans between periods.

Revenue

For the three-month period ended October 31, 2023 we realized revenues of $238,546, cost of revenues of $52,464 and gross profits of $56,092. For the three-month period ended October 31, 2022 we realized revenues of $465,868, cost of revenues of $422,604 and gross profits of $43,264. For the three-month period ended October 31, 2023, when compared to the three-month period ended October 31, 2022, we realized significantly less revenue, and cost of revenue, but our gross profits increased, which we attribute primarily to our decision to dispose of sample inventory (due to the inventory having reached its expiration date) near the end of the last fiscal year (disposed in March 2023), which resulted in a substantial reduction in the cost of goods sold. Accordingly, our inventory impact decreased during the three month period ended October 31, 2023, when compared to the three month period ended October 31, 2022.

For the six-month period ended October 31, 2023 we realized revenues of $475,624, cost of revenues of $93,812 and gross profits of $134,905. For the six-month period ended October 31, 2022 we realized revenues of $871,315, cost of revenues of $767,460 and gross profits of $103,855. For the six-month period ended October 31, 2023, when compared to the six-month period ended October 31, 2022, we realized significantly less revenue, and cost of revenue, but our gross profits increased, which we attribute primarily to our decision to dispose of sample inventory (due to the inventory having reached its expiration date) near the end of the last fiscal year (disposed in March 2023), which resulted in a substantial reduction in the cost of goods sold. Accordingly, our inventory impact decreased during the six month period ended October 31, 2023, when compared to the six month period ended October 31, 2022.

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 six months ended October 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 October 31, 2023 we incurred total operating expenses of $294,207, which was comprised of $5,926 in depreciation and $288,281 in general and administrative expenses. For the three-month period ended October 31, 2022 we incurred total operating expenses of $789,375, which was comprised of $7,913 in depreciation and $781,462 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 October 31, 2023 have decreased compared to our total operating expenses for the three months ended October 31, 2022.

For the six-month period ended October 31, 2023 we incurred total operating expenses of $733,676, which was comprised of $12,917 in depreciation and $721,059 in general and administrative expenses. For the six-month period ended October 31, 2022 we incurred total operating expenses of $1,750,846, which was comprised of $17,982 in depreciation and $1,732,864 in general and administrative expenses. As a result of, primarily, a significant decrease in general and administrative expenses, our total operating expenses for the six months ended October 31, 2023 have decreased compared to our total operating expenses for the six months ended October 31, 2022.

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 three months ended October 31, 2023 Mama Foods was responsible for manufacturing approximately 66.28% 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.

Related-Party Transactions

Accounts receivable

During the year ended April 30, 2023, our subsidiary, Next Meats Hong Kong Co., Ltd, paid expenses, totaling approximately $13, on behalf of a shareholder of the Company.

Advance payments

Due to related party

Short term loans

During the year ended April 30, 2023, our subsidiary, Next Meats Japan Co., Ltd, was loaned approximately $21,403, using the October 31, 2023 currency exchange rate, from officers of the company.

These loans are unsecured, noninterest-bearing, and payable upon demand.

Additional Paid-In Capital

Revenue

During the period ended October 31, 2023, NMCO recorded approximately $79,715 in revenue from Mama Foods and recorded approximately $1,722 in revenue from WBBJ.

Cost of Revenues

During the period ended October 31, 2023, NMCO purchased products totaling approximately $246,907 from Mama Foods.

Office Space

From time to time, we may utilize the office space and equipment of our management at no cost.

Net Loss

For the three months ended October 31, 2023, we incurred a net loss of $323,507, whereas for the three-month period ended October 31, 2022 we incurred a net loss of $786,739. The variance in net loss between periods is a result of our decreased business activity.

For the six months ended October 31, 2023, we incurred a net loss of $660,027, whereas for the six-month period ended October 31, 2022 we incurred a net loss of $1,729,238. The variance in net loss between periods 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 Info

Recently, WB Burgers Japan Co., Ltd., a wholly owned subsidiary of WB Burgers Asia, Inc., a Nevada Company, began operating a ghost kitchen in Japan, called “ Next Restaurant”, serving amongst other menu options, products developed by Next Meats Co., Ltd. Via indirect and direct ownership, Koichi Ishizuka is the majority shareholder of WB Burgers Asia, Inc. He also serves as the sole officer and director of WB Burgers Asia, Inc.

Revenues and liabilities as a result of the aforementioned partnership have been inconsequential thus far. Pursuant to the aforementioned partnership, at this time, Next Meats Co., Ltd. is to receive a 1% royalty fee paid to Next Meats Co., Ltd. based on revenue earned from selling Next Meats’ products.

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 October 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 October 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

In May of 2023, a shareholder of Next Meats Holdings, Inc. (“the Company”) brought an action against Koichi Ishizuka and White Knight Co., Ltd., in the Southern District of New York for recovery of alleged short swing profits earned under Section 16(b) of the Securities Exchange Act of 1934. Koichi Ishizuka and White Knight Co., Ltd. are vigorously defending this matter. Although recovery was sought only from Koichi Ishizuka and White Knight Co., Ltd., the Company was also named as a nominal defendant. The plaintiff seeks no relief against the Company. Next Meats Holdings, Inc. has no direct exposure in connection with the lawsuit and this action should not be considered material to the Company.

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.

On or about September 7, 2023, the Company entered into an agreement for the purchase of 40,168,092 shares of the Company’s restricted Common Stock from Ryo Shirai, a Japanese Citizen and our former Chief Executive Officer, at a price of $0.001 per share of Common Stock. The transaction was completed, and recorded, by the Company’s transfer agent on October 23, 2023, at which time the 40,168,092 resumed the status of Treasury Shares. As a result, there are now 462,705,290 total issued and outstanding shares of Common Stock. The total subscription amount paid by the Company was approximately $40,168. At this time, Ryo Shirai is not a related party to the Company.

The aforementioned sales of shares were conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sales of shares were made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5

OTHER INFORMATION

None

ITEM 6

EXHIBITS

(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		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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Table of Contents

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: December 8, 2023

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Chief Financial Officer

Dated: December 8, 2023

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Next Meats Holdings, Inc. 10-Q