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 ~~September~~December 3031, 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: 000-56277

Dr. FOODS, Inc.

(Exact name of registrant as specified in its charter)

	Nevada	00-0000000
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan	107-0062
	(Address of Principal Executive Offices)	(Zip Code)

81-90-6002-4978

(registrant’s telephone number, including area code)

N/A

(former name or former mailing address, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		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 ~~November~~February 1412, ~~2023~~2024, there were 13,708,699 shares of Common Stock and 10,000 shares of Series Z Preferred Stock issued and outstanding.

-1-

INDEX

		Page
PART I - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS - UNAUDITED	F1
CONSOLIDATED Balance SheetS - UNAUDITED		F1
CONSOLIDATED StatementS of Operations- UNAUDITED		F2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - UNAUDITED		F3
CONSOLIDATED StatementS of Cash Flows - unaudited		F4
Notes to THE CONSOLIDATED Financial Statements - unaudited		F5

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

Dr. Foods, Inc.

Consolidated Balance Sheets

		September 30, 2023 (Unaudited)		March 31, 2023
		December 31, 2023 (Unaudited)		March 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	379,~~497~~436	$	1,365
Accounts receivable - trade		209,~~726~~649		384
Advance payments		-684		567
Loan to related party		~~528~~542,~~145~~551		535,460
Interest Receivable - related party		68,~~512~~269		4,402
TOTAL CURRENT ASSETS		~~592~~570,~~880~~589		542,178
TOTAL ASSETS	$	~~592~~570,~~880~~589	$	542,178
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable, other	$	882	$	7,396
Accounts payable	$	1,241	$	7,396
Accounts payable - related party		4440,~~743~~068		29,524
Deferred revenue		~~6,349~~149		-
Accrued Expenses		-		2,705
Other current liabilities		~~208~~219		497
TOTAL LIABILITIES	$	5241,~~182~~677	$	40,122
Stockholders’ Equity (Deficit)
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 10,000 issued and outstanding as of September 30, 2023 and March 31, 2023)		1		1
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 10,000 issued and outstanding as of December 31, 2023 and March 31, 2023)		1		1
Common stock ($0.0001 par value, 4,800,000,000 shares authorized, 13,708,699 and 13,114,888 issued and outstanding as of September 30, 2023 and March 31, 2023, respectively)		1,371		1,312
Common stock ($0.0001 par value, 4,800,000,000 shares authorized, 13,708,699 and 13,114,888 issued and outstanding as of December 31, 2023 and March 31, 2023, respectively)		1,371		1,312
Foreign currency translation adjustment		(8658,~~019~~138)		(23,683)
Additional paid-in capital		2,~~140~~152,214		1,899,114
Accumulated deficit		(1,~~514~~566,~~869~~536 )		(1,374,688)
Total Stockholders’ Equity (Deficit)		~~540~~528,~~698~~912		502,056
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	~~592~~570,~~880~~589	$	542,178

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

F-1

Table of Contents

Dr. Foods, Inc.

Consolidated Statements of Operations

(Unaudited)

		Three Months Ended September 30, 2023		Three Months Ended September 30, 2022		Six Months Ended September 30, 2023		Six Months Ended September 30, 2022
		Three Months Ended December 31, 2023		Three Months Ended December 31, 2022		Nine Months Ended December 31, 2023		Nine Months Ended December 31, 2022
Revenues
Revenues	$	5,147	$	-	$	5,763	$	-
Revenues, net	$	6,967	$	154	$	12,730	$	154
Total Revenues		5,147		-		5,763		-
Revenues - related party	$	-	$	13	$	-	$	13
Cost of revenues		-		-		-		-
Total Revenues		6,967		167		12,730		167
Gross Profit	$	56,~~147~~967	$	-167	$	512,~~763~~730	$	-167
Operating Expenses
General and administrative expenses	$	7858,~~056~~602	$	~~103~~82,~~332~~900	$	~~148~~206,~~349~~951	$	~~155~~238,~~863~~763
Total operating expenses		7858,~~056~~602		~~103~~82,~~332~~900		~~148~~206,~~349~~951		~~155~~238,~~863~~763
Income (loss) from operations		(7251,~~909~~635)		(~~103~~82,~~332~~733)		(~~142~~194,~~586~~221)		(~~155~~238,~~863~~596)
Other income (expense)
Interest income	$	1,~~424~~342	$	32,~~091~~987	$	24,~~739~~081	$	36,~~091~~078
Other income		101		-		101		-
Other expense		(1,381)		-		(1,280)		-
Total other income (expense)		~~1,525~~(39)		32,~~091~~987		2,~~840~~801		36,~~091~~078
Net income (loss) before tax		(7151,~~384~~674)		(~~100~~79,~~241~~746)		(~~139~~191,~~746~~420)		(~~152~~232,~~772~~518)
Income tax expense		~~435~~(7)		~~478~~(8)		~~435~~428		~~478~~470
NET INCOME (LOSS)	$	(7151,~~819~~667)	$	(~~100~~79,~~719~~738)	$	(~~140~~191,~~181~~848)	$	(~~153~~232,~~250~~988)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment	$	~~(17~~27,~~224)~~881	$	~~(33~~46,~~023)~~820	$	(6234,~~336~~455)	$	(6821,~~305~~485)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(8923,~~043~~786)	$	(~~133~~32,~~742~~918)	$	(~~202~~226,~~517~~303)	$	(~~221~~254,~~555~~473)
Income per common share
Basic	$	(0.0100)	$	(0.01)	$	(0.01)	$	(0.0102)
Diluted	$	-	$	-	$	-	$	-
Weighted average common shares outstanding
Basic		13,708,699		13,~~144~~114,888		13,~~494~~556,~~538~~184		12,~~598~~771,~~892~~516
Diluted		-		-		-		-

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

F-2

Table of Contents

Dr. Foods, Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period Ending ~~September~~December 3031, 2023

(Unaudited)

	Common Shares		Par Value Common Shares	Series Z Preferred Shares		Par Value Series Z Preferred Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balances, March 31, 2023	13,114,888	$	1,312	10,000	$	1	$	1,899,114	$	(23,683)	$	(1,374,688)	$	502,056
Common shares sold	593,811		59	-		-		186,991		-		-		187,050
Expenses paid on behalf of the Company and contributed to capital	-		-	-		-		22,496		-		-		22,496
Net loss	-		-	-		-		-		-		(68,362)		(68,362)
Foreign currency translation	-		-	-		-		-		(45,112)		-		(45,112)
Balances, June 30, 2023	13,708,699	$	1,371	10,000	$	1	$	2,108,601	$	(68,795)	$	(1,443,050)	$	598,128
Expenses paid on behalf of the Company and contributed to capital	-		-	-		-		31,613		-		-		31,613
Net loss	-		-	-		-		-		-		(71,819)		(71,819)
Foreign currency translation	-		-	-		-		-		(17,224)		-		(17,224)
Balances, September 30, 2023	13,708,699	$	1,371	10,000	$	1	$	2,140,214	$	(86,019)	$	(1,514,869)	$	540,698
Expenses paid on behalf of the Company and contributed to capital	-		-	-		-		12,000		-		-		12,000
Net loss	-		-	-		-		-		-		(51,667)		(51,667)
Foreign currency translation	-		-	-		-		-		27,881		-		27,881
Balances, December 31, 2023	13,708,699	$	1,371	10,000	$	1	$	2,152,214	$	(58,138)	$	(1,566,536)	$	528,912

Dr. Foods, Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period Ending ~~September~~December 3031, 2022

(Unaudited)

	Common Shares		Par Value Common Shares	Series Z Preferred Shares		Par Value Series Z Preferred Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balances, March 31, 2022	11,576,427	$	1,158	10,000	$	1	$	1,044,709	$	-	$	(1,052,868)	$	(7,000)
Common shares sold	1,538,462		154	-		-		769,077		-		-		769,231
Expenses paid on behalf of the Company and contributed to capital	-		-	-		-		34,505		-		-		34,505
Net loss	-		-	-		-		-		-		(52,531)		(52,531)
Foreign currency translation	-		-	-		-		-		(35,282)		-		(35,282)
Balances, June 30, 2022	13,114,888	$	1,312	10,000	$	1	$	1,848,291	$	(35,282)	$	(1,105,399)	$	708,923
Expenses paid on behalf of the Company and contributed to capital	-		-	-		-		19,713		-		-		19,713
Net loss	-		-	-		-		-		-		(100,719)		(100,719)
Foreign currency translation	-		-	-		-		-		(33,023)		-		(33,023)
Balances, September 30, 2022	13,114,888	$	1,312	10,000	$	1	$	1,868,004	$	(68,305)	$	(1,206,118)	$	594,894
Expenses paid on behalf of the Company and contributed to capital	-		-	-		-		8,000		-		-		8,000
Net loss	-		-	-		-		-		-		(79,738)		(79,738)
Foreign currency translation	-		-	-		-		-		46,820		-		46,820
Balances, December 31, 2022	13,114,888	$	1,312	10,000		1	$	1,876,004	$	(21,485)	$	(1,285,856)	$	569,976

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

F-3

Table of Contents

Dr. Foods, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months September 30, 2023			Six Months September 30, 2022
	Nine Months December 31, 2023			Nine Months December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~140~~191,~~181~~ 848)	$	(~~153~~232,~~250~~988)
Adjustment to reconcile net loss to net cash used in operating activities:
Changes in current assets and liabilities:
Accounts receivable		(219,~~614~~190)		-
Advance payments		~~536~~(149)		-
Accounts payable, other		(6,065)		4,578
Accounts payable		(5,662)		4,996
Accounts payable, related party		172,~~080~~376		-13,024
Interest receivable		(24,~~739~~082)		(36,~~091~~164)
Deferred revenue		~~6,732~~147		-
Accrued expenses		(2,705)		(7,~~000~~210)
Other current liabilities		(~~249~~247)		~~443~~566
Net cash used in operating activities		(~~149~~211,~~205~~360)		(~~158~~227,~~320~~776)
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to related party		(~~124~~122,~~061~~096)		(~~552~~572,~~448~~720)
Payments received from related party loan		7084,~~892~~072		-
Net cash used in investing activities		(5338,~~169~~024)		(~~552~~572,~~448~~720)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received for common shares		187,050		769,231
Contributed capital		54,109		54,218
Borrowings on debt - related party		9,768		-
Net cash provided by financing activities		241,159		823,449
Contributed capital		66,109		62,218
Net effect of exchange rate changes on cash		(2,653)		(68,305)
Net cash provided by financing activities		262,927		831,449
Net change in cash		36,132		44,376
Net effect of exchange rate changes on cash		(5,472)		(21,275)
Net change in cash		8,071		9,678
Beginning cash balance		1,365		-
Ending cash balance	$	379,~~497~~436	$	449,~~376~~678
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Income taxes paid	$	-428	$	-

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

F-4

Table of Contents

Dr. Foods, Inc.

Notes to the Unaudited Consolidated Financial Statements

Note 1 - Organization and Description of Business

Dr. Foods, Inc. (we, us, our, the "Company" or the "Registrant"), formerly known as Catapult Solutions, Inc., was incorporated in the State of Nevada on February 26, 2021.

On February 26, 2021, Jeffrey DeNunzio was appointed Chief Executive Officer, Chief Financial Officer, and Director of Catapult Solutions, Inc.

The Company was created for the sole purpose of participating in a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the Reorganization were Ambient Water Corporation (“AWGI” or “Predecessor”), Catapult Solutions, Inc. (“Successor”), and Catapult Merger Sub, Inc. (“Merger Sub”). Our director is, and was, the sole director/officer of each constituent corporation in the anticipated Reorganization.

Catapult Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc.

Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.’s common stock. At the time of the merger, 10,000 shares of Series Z Preferred Stock were issued to CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, for services rendered to the Company. Series Z Preferred Stock has no conversion rights to any other class, and every vote of Series Z Preferred Stock has voting rights equal to 1,000,000 votes of Common Stock.

On July 20, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC, a Wyoming Limited Liability Company (“CRS”), White Knight Co., Ltd., a Japan Company (“WKC”), and Next Meats Holdings, Inc., a Nevada Company (“NXMH”), pursuant to which, on July 23, 2021, (“Closing Date”), CRS sold 10,000 shares of the Company’s Series Z Preferred Stock, representing approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of Series Z Preferred Stock were transferred to NXMH. WKC and NXMH paid consideration of three hundred seventy-five thousand dollars ($375,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC and NXMH, becoming the Company’s largest controlling stockholders.

On the Closing Date, July 23, 2021, Mr. Jeffrey DeNunzio resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director. On the Closing Date, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

On August 24, 2021, the Company changed its name with the Nevada Secretary of State to Dr. Foods, Inc.

On or about September 17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr. Foods Co., Ltd. to, amongst other things, act as an importer, reseller, developer, and manufacturer of various food products that we may develop in the future.

On October 11, 2021, we, through our wholly owned subsidiary Dr. Foods Co., Ltd., entered into and consummated a “Collaboration Agreement” with Next Meats Co., Ltd., a Japan company that shares common management with the Company, to co-develop new food products and subsequently offer them for sale. Next Meats Co., Ltd. operates in the “alternative meat” industry. It currently offers, and plans to continue to offer, amongst other things, artificial chicken and beef products made from meat substitutes.

The Collaboration Agreement is for a period of two years and may be renewed thereafter under the same terms for additional one year terms unless terminated in writing, with three months’ notice, by either party. The Collaboration Agreement, amongst other things, details the terms and conditions by which Next Meats Co., Ltd. and Dr. Foods Co., Ltd. may co-develop, cooperate and contribute towards the development of new products and technologies. The specific allotment of tasks per project will be determined in writing by each party at the outset of collaborative efforts. Dr. Foods Co., Ltd. will primarily, although not exclusively, contribute to research and development, and Next Meats Co., Ltd. will primarily, although not exclusively, contribute to distribution of new products/technologies. Costs pursuant to the collaborative efforts of the partners, will be the respective responsibility of the party responsible for fulfilling such tasks.

Dr. Foods Co., Ltd. intends to conduct research and development of new food products pursuant to the Collaboration Agreement via its three new executive officers, all of whom were appointed on October 11^th of 2021.

On November 3, 2021, we began trading under the symbol DRFS. The new CUSIP number associated with our common stock, as of the market effective date of November 3, 2021, is 26140D107.

On or about July 1, 2022, NXMH, sold 5,000 shares of Series Z Preferred Stock of DRFS, to WKC, at a price of approximately $147,624 USD (20,000,000 Japanese Yen) (“The Share Purchase Agreement”). WKC is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. WKC. is deemed to be an accredited investor. The purchase of shares was made for investment purposes. The consummation of the transaction contemplated by the Share Purchase Agreement resulted in NXMH no longer having an equity position in DRFS and with WKC becoming the largest controlling shareholder of DRFS.

On September 13, 2022, the Company filed a certificate of change (the “certificate”) with the Nevada Secretary of State to effect a reverse stock split (the “stock split”), whereas every 200 shares of the Company’s issued and outstanding common stock would be automatically converted into one issued and outstanding share of common stock, without any change in the par value per share. The effective date of the certificate was September 21, 2022. Fractional shares as a result of the stock split were rounded up to the nearest whole number. The stock split affected all shares of the Company’s common stock outstanding immediately prior to the effective time of the stock split. The authorized shares prior and following the stock split remain the same at 4,800,000,000 shares of common stock, par value $0.0001 per share. Immediately prior to the stock split, we had 2,622,968,890 shares of common stock issued and outstanding. Immediately following the September 21, 2022 effective date of the stock split, we have 13,114,888 shares of common stock issued and outstanding. These financial reports reflect the 200 to 1 reverse stock split for all periods for comparative purposes. The effective date listed on the Certificate of September 21, 2022 differs from the Market Effective Date of the Reverse Stock Split, which was on September 28, 2022. The FINRA Daily List Announcement Date was on September 27, 2022.

The FINRA corporate action to affect the Reverse Stock Split is now completed. Our new CUSIP number for our shares of Common Stock is 26140D206.

On or about October 17, 2022, we incorporated DR FOODS (S) PTE. LTD., a Singapore Private Company limited by shares. DR FOODS (S) PTE. LTD., which may be referred to herein as, “DRFS Singapore” is now a wholly owned subsidiary of the Company. The Directors of DRFS Singapore are Mr. Koichi Ishizuka and Ms. Chan Su Lee. The Officers of DRFS Singapore are comprised of Mr. Akira Yasuda, serving as Chief Operating Officer and Ms. Tee Siew Yun, serving as Secretary.

The intended business purpose of DRFS Singapore is primarily, but not limited to, further researching, developing, and, in the future, selling food products in Singapore, some of which may be plant based or cultured meats.

The Company’s main office is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan.

The Company has elected March 31st 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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents on ~~September~~December 3031, 2023, and March 31, 2023, were $379,~~497~~436 and $1,365, 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. Accounts receivable totaled $209,~~726~~649 and $384 as of ~~September~~December 3031, 2023 and March 31, 2023, respectively . The current amount of $9,649 is offset by a liability to related party Mama Foods of $5,593.

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), in the third quarter of fiscal year 2023, as this was the first quarter that the Company generated revenues. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors.

Revenue from product sales

We recognize revenue upon transfer of control of our promised goods in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.

For our primary transaction-based revenue source we have determined we are acting as an agent in the transactions and, therefore, a net presentation (that is, the amount billed to a customer less the amount paid to a supplier). Net presentation is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying goods and services and we do not control the goods provided by the supplier to the customer.

Revenue for products is recognized when the products are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded as deferred revenues. As of ~~September~~December 3031, 2023 and March 31, 2023, the Company had deferred revenues related to product sales of $~~6,349~~149 and $0, respectively.

The Company’s revenue consists of food product sales through its subsidiary, Dr. Foods Co., Ltd.

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 ~~September~~December 3031, 2023 and March 31, 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 ~~September~~December 3031, 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 ~~September~~December 3031, 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.

F-5

Table of Contents

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 ~~September~~December 3031, 2023, and March 31, 2023.

The Company’s stock-based compensation for the periods ended ~~September~~December 3031, 2023 and ~~September~~December 3031, 2022 was $0 for both periods.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3 - Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The Company has not established sufficient revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

F-6

Table of Contents

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 ~~September~~December 3031, 2023, the Company has incurred a net loss of approximately $1,~~514~~566,~~869~~536 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $~~318~~328,~~122~~973 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on February 26, 2021, and our fiscal year end of March 31, 2023, we have completed three taxable fiscal years.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Note 5 - Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of ~~September~~December 3031, 2023 other than the below:

The Collaboration Agreement is for a period of two years and may be renewed thereafter under the same terms for additional one-year terms unless terminated in writing, with three months’ notice, by either party. The Collaboration Agreement, amongst other things, details the terms and conditions by which Next Meats Co., Ltd. and Dr. Foods Co., Ltd. may co-develop, collaborate and contribute towards the development of new products and technologies. The specific allotment of tasks per project will be determined in writing by each party at the outset of collaborative efforts. Dr. Foods Co., Ltd. will primarily, although not exclusively, contribute to research and development, and Next Meats Co., Ltd. will primarily, although not exclusively, contribute to distribution of new products and technologies. Costs pursuant to the collaborative efforts of the partners, will be the respective responsibility of the party responsible for fulfilling such tasks.

On January 12, 2022, Dr. Foods, Inc., Mama Foods Co., Ltd. (“Mama Foods”), a Japan Company, and White Knight Co., Ltd. (“WKC”) entered into a non-definitive agreement, a “Letter of Intent”, whereas it is proposed that Dr. Foods, Inc., will acquire 100% of the controlling interest of Mama Foods from WKC in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to WKC. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. The exact terms of the aforementioned transaction may also change as the agreement is “non definitive” in nature. 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. Mama Foods uses ingredients carefully taken from natural kelp and bonito without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing “in house” production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including certain products offered for sale by Next Meats Co., Ltd., such as “Next Kalbi 2.0”, a boneless short rib made from meat substitutes. Currently, Mama Foods employs approximately 43 individuals. In 2021, WKC. acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD.

The sole shareholder of Mama Foods is WKC which is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and Director of Dr. Foods, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd.

Note 6 - Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. There were 10,000 Series Z Preferred Stock and 010,000 shares of preferred stock issued and outstanding as of ~~September~~December 3031, 2023, and March 31, 2023, respectively. Series Z Preferred Stock has no conversion rights to any other class, and every vote of Series Z Preferred Stock has voting rights equal to 1,000,000 votes of Common Stock.

At the time of the reorganization, April 28, 2021, 10,000 shares of Series Z Preferred Stock were issued to CRS Consulting, LLC, for services rendered to the Company.

On July 20, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among CRS, White Knight Co., Ltd., a Japan Company (“WKC”), and Next Meats Holdings, Inc., a Nevada Company (“NXMH”), pursuant to which, CRS sold 10,000 shares of the Company’s Series Z Preferred Stock, representing approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and 5,000 shares of Series Z Preferred Stock were transferred to NXMH (see Note 1).

On or about July 1, 2022, Next Meats Holdings, Inc. (“NXMH”), sold 5,000 shares of our Series Z Preferred Stock to White Knight at a price of approximately $147,624 USD (20,000,000 Japanese Yen). WKC is deemed to be an accredited investor. The purchase of shares was made for investment purposes. The consummation of the transaction contemplated by the share purchase agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling shareholder. Previous to the consummation of the Share Purchase Agreement, the majority shareholders were comprised jointly of WKC, and NXMH (see Note 1).

Common Stock

The authorized common stock of the Company consists of 4,800,000,000 shares with a par value of $0.0001. There were 13,708,699 and 13,114,888 shares of common stock issued and outstanding as of ~~September~~December 3031, 2023, and March 31, 2023, respectively.

At the time of reorganization, April 28, 2021, former shareholders of Ambient Water Corporation became shareholders of Catapult Solutions, Inc., representing all the common shares outstanding at that time.

On or about May 31, 2022, we sold 1,538,462 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, for proceeds totaling approximately $769,231.

On September 21, 2022, the Company completed a reverse stock split whereas every 200 shares of the Company’s issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock, without any change in the par value per share. Immediately prior to the Stock Split, we had 2,622,968,890 shares of Common Stock issued and outstanding. Immediately following September 21, 2022, we had 13,114,888 shares of Common Stock issued and outstanding (see Note 1). These financial reports reflect the 200 to 1 reverse stock split for all periods for comparative purposes.

On or about June 26, 2023, the company consummated an agreement for the sale of 593,811 shares of restricted Common Stock to Ultimate One LLC, a Japanese Company, at a price of $0.315 per share of Common Stock. The transaction was completed, and recorded by the Company’s transfer agent, on September 30, 2023. The total subscription amount paid by Ultimate One LLC was approximately $187,050. Ultimate One LLC is not a related party to the Company.

Additional Paid-In Capital

The Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling $5466,109 during the period ended ~~September~~December 3031, 2023. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

The Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling $67,574 during the period ended March 31, 2023. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

The Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the Company and its wholly owned subsidiary totaling $36,758 during the period ended March 31, 2022. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

The Company’s former sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $7,100 during the period ended March 31, 2022. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

Note 7 - Related Party Transactions

Loans receivable

During the period ended March 31, 2023, our wholly owned subsidiary, Dr. Foods Co. Ltd, loaned approximately $710,700, which includes $4,402 of accrued interest, to related party White Knight. White Knight is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. During the period ended March 31, 2023, the Company received approximately $183,025 from White Knight as repayment for this loan.

During the period ended ~~September~~December 3031, 2023, Dr. Foods Co. Ltd loaned additional funds to White Knight totaling approximately $~~124~~122,~~061~~096, received repayments totaling approximately $7084,~~892~~072 and accrued loan interest of approximately $24,~~739~~082. The loan is related to the acquisition of Mama Foods Co., Ltd. (“Mama Foods”), currently a wholly owned subsidiary of White Knight. The Company expects to acquire Mama Foods from White Knight during the next fiscal quarter and these funds will be used to facilitate that acquisition. This loan accrues interest at 1%, is non-secured and payable upon demand.

Accounts payable

During the period ended ~~September~~December 3031, 2023, Dr. Foods Co. Ltd received invoices from related party Next Meats Co. Ltd totaling approximately $67,~~980~~650.

During the period ended ~~September~~December 3031, 2023, Dr. Foods Co. Ltd received invoices from related party Mama Foods totaling approximately $135,~~665~~593.

During the period ended ~~September~~ 30December 31, 2023, Dr. Foods Co. Ltd ~~received~~had ~~invoices~~increased ~~from~~borrowings ~~related~~of ~~party~~$9,768 from White Knight, ~~totaling~~bringing the total owed by the Company to approximately $2426,~~098~~825.

Note 8 - Deferred Revenue

During the period ended ~~September 30~~December 31, 2023, the Company received payments from customers totaling approximately $~~6,349~~149 for orders the Company was unable to fulfill during the period. The Company has recorded those customer receipts as deferred revenue as of ~~September~~December 3031, 2023, and expects to fulfill those orders during the subsequent fiscal quarter.

Note 9 - Subsequent Events

None.

F-7

Table of Contents

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We operate through our wholly owned subsidiaries, which, as of the date of this report, include Dr. Foods Co., Ltd., a Japan Corporation (“DRFS Japan”), and Dr. Foods Co., Ltd., a Dr. Foods (S) PTE. LTD. (“DRFS Singapore”). DRFS Singapore has no material transactions or operations to report as of the date of this report. Our operations have been primarily carried out through DRFS Japan.

At present, our principal focus is on the creation of plant-based food products to replace traditional animal products, while retaining the taste and texture of the original.

At present, we are researching and developing various food products for consumption. These include, but are not limited to, vegan caviar, cultured caviar, and vegan truffle butter.

Currently, we have one product that we have ~~developed~~ developed and brought to market for sale. We refer to it as, “Dr. Foie Gras”. It is a replacement for the traditional, liver based product derived from a duck or goose. Our version is made predominantly from a mixture of nuts, beans, and other plant based materials, created through a method of fermentation. Dr. Foie Gras is manufactured by Mama Foods Co., Ltd., a Japanese Company, currently indirectly owned and controlled by our sole officer and director, Koichi Ishizuka.

At this time we offer Dr. Foie Gras to customer(s) in Japan, although we seek to expand our reach to customers globally in the future, although we cannot forecast with any level of specificity when that may be, or if it will be feasible.

We have only had nominal sales to date of Dr. Foie Gras, but we believe this is due to the limited period of time it has been made available to the public, and due to limited or no marketing efforts on behalf of the Company to promote or sell the product.

At this time, we have no marketing plan and we intend to rely on Next Meats Holdings, Inc., and or its subsidiaries (referred to herein collectively as “Next Meats”), to promote Dr. Foie Gras. We intend to compensate Next Meats for such services on a case by case basis. As described below under “Officers, Employees, and Compensation”, Next Meats may elect to provide us temporary staff to fulfill any marketing services we require, whereas we will reimburse Next Meats for any associated costs. Further, we cannot forecast with any level of specificity when we will have a definitive marketing plan if ever we do have one.

We have entered into a collaborative effort wherein we dedicate our staff, along with the staff of Mama Foods Co., Ltd., to develop and produce Next Kalbi Chips (this is a short-rib style alternative meat product) for Next Meats Co., Ltd. When this product is finalized, Mama Foods Co., Ltd. plans to sell the Next Kalbi Chips to Next Meats Co., Ltd., who ~~plan~~plans to then sell the Next Kalbi Chips to their ~~clients~~customers.

Although our staff is collaborating with the development of the Next Kalbi Chips, at this point in time Dr. Foods, Inc., and its subsidiaries, will not generate any revenue, and do not benefit in any material way, from this collaborative effort. We believe that the only circumstance in which we would benefit from this arrangement would be if we were to acquire Mama Foods Co., Ltd. There is a risk that the audit of Mama Foods Co., Ltd. is not completed at all, and/or that we never acquire Mama Foods Co., Ltd. Even if the acquisition of Mama Foods Co., Ltd. is completed, there is the possibility that the terms of this acquisition, which is non-definitive at this time, may not be considered favorable for the company and/or its shareholders.

Our customers to date were garnered through personal relationships of our sole officer and director, Koichi Ishizuka.

Note: Our sole officer and director, Koichi Ishizuka, is the controlling shareholder of Next Meats Holdings, Inc., a Nevada Corporation. He is also the Chief Executive Officer and Chief Financial Officer of Next Meats Holdings, Inc. Next Meats Co., Ltd. is a wholly owned subsidiary of Next Meats Holdings, Inc.

Patents

We have filed a patent application with the Japanese Patent Office pertaining to the production method we employ to create our product, referred to as, “Dr. Foie Gras”. The patent describes a new method of making an animal-free "foie gras" substitute in which nuts or beans are fermented by fungi to mimic the taste of liver without the need for miso, soy sauce, yeast extract, or other separately fermented materials. The application number is 2022-61974. It was filed on April 1, 2022 and is pending review.

Officers, Employees, and Compensation

At this time, we have one officer and director, Koichi Ishizuka. We do not have any contractual employees or staff. However, pursuant to an arrangement with Next Meats Co., Ltd., a Japan Corporation, Next Meats Co., Ltd. provides temporary employees (staff) to our Company as needed to further our business agenda. Regarding this arrangement, we are billed by Next Meats Co. Ltd. on a case by case basis depending on the amount of staff and hours allocated by each staff member to our business endeavors, primarily consisting of research and development.

Although under no contractual obligations, our wholly owned subsidiary, Dr. Foods Co., Ltd., has three executive officers, which currently are comprised of Koichi Ishizuka, Dr. Iaroslav Patuk and Hideo Fujioka. Dr. Iaroslav Patuk and Hideo Fujioka are contractual employees of Next Meats Co., Ltd. and provide services to our Company on a need be basis as described above. In the event that we utilize their services, we are billed directly by Next Meats Co., Ltd.

Mergers and Acquisitions

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. Mama Foods uses ingredients carefully taken from natural kelp and bonito without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing “in house” production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including certain products offered for sale by Next Meats Co., Ltd., such as “Next Kalbi 2.0”, a boneless short rib made from meat substitutes. Currently, Mama Foods employs approximately 43 individuals. In 2021, WKC. acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD.

On March 31, 2022, Dr. Foods, Inc. and Mama Foods mutually agreed to extend the terms of the non-definitive agreement 30 more days in order to provide more time to prepare the books and records of Mama Foods Co., Ltd. This extension period had expired without the books and records of Mama Foods Co., Ltd. having been prepared or progressed in any meaningful capacity. On May 6, 2022 the parties again agreed to extend the terms of the non-definitive agreement, however this time with an expiration date of June 30, 2022, or until, if agreed upon by all parties, further notice.

On June 30, 2022, the non-definitive agreement terminated without the books and records of Mama Foods Co., Ltd. having been prepared or progressed to the satisfaction of the Issuer. Upon termination, common management of both Mama Foods Co., Ltd. and Dr. Foods, Inc. verbally agreed to extend the letter of intent indefinitely until further notice.

The Company does not intend to acquire Mama Foods Co., Ltd., under any terms, prior to the completion of Mama Foods Co., Ltd.’s PCAOB audit for its past two fiscal years. We require that Mama Foods Co., Ltd.’s last two fiscal year ends, at minimum, be audited by a PCAOB auditor.

The efforts to spearhead preparation of the books and records had been, and continues to be, led by Koichi Ishizuka, who has outside business interests and other demands upon his time that limit his availability. It should also be noted that he does not have expertise in accounting matters. As such, the Company has engaged outside accounting expertise to assist in this process. The Company cannot state, with any level of certainty, when, or if, the books and records will be prepared to the satisfaction of the Issuer, and as such, when the books and records of Mama Foods Co., Ltd. will be fully audited by a PCAOB auditor.

Currently, the Company is pending moving forward with the acquisition of Mama Foods Co., Ltd. due to the fact that Mama Foods Co., Ltd. has yet to complete, a PCAOB audit of its financial statements for the last two fiscal years. At this time, the audit is actively taking place by M&K CPAS, PLLC (“M&K”). However, we understand that progress has been minimal.

The Company cannot estimate with any level of certainty how long the aforementioned audit of Mama Foods Co., Ltd. may take to complete. The Company does not intend to acquire Mama Foods Co., Ltd., under any terms, prior to the completion of its PCAOB audit.

There is a risk that the audit of Mama Foods Co., Ltd. is not completed at all, and/or that we never acquire Mama Foods Co., Ltd. Even if the acquisition of Mama Foods Co., Ltd. is completed, there is the possibility that the terms of this acquisition, which is non-definitive at this time, may not be considered favorable for the company and/or its shareholders.

Any investment in our common stock is extremely high risk and should only be made by those who can afford the entire loss of their investment.

-3-

Table of Contents

Loan

During the period ended March 31, 2023, our wholly owned subsidiary, Dr. Foods Co. Ltd., loaned approximately $710,700, which includes $4,402 of accrued interest, to related party White Knight. White Knight is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. During the period ended March 31, 2023, the Company received approximately $183,025 from White Knight as repayment for this loan.

During the period ended ~~September~~December 3031, 2023, Dr. Foods Co. Ltd loaned additional funds to White Knight totaling approximately $~~124~~122,~~061~~096, received repayments totaling approximately $7084,~~892~~072 and accrued loan interest of approximately $24,~~739~~082. The loan is related to ~~the~~ the acquisition of Mama Foods Co., Ltd. (“Mama Foods”), currently a wholly owned subsidiary of White Knight. The Company ~~expects~~ expects to acquire Mama Foods from White Knight during the next fiscal quarter and these funds will be used to facilitate that acquisition. This loan accrues interest at 1%, is non-secured and payable upon demand.

Liquidity and Capital Resources

Our cash balance is $379,~~497~~436 as of ~~September~~December 3031, 2023. We have been utilizing funds from our Chief Executive Officer, Koichi Ishizuka to fund our operations and we intend to rely on Koichi Ishizuka for funding going forward.

Mr. Ishizuka has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we may require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

Revenues

We recorded revenue of $56,~~147~~967 for the three months ended ~~September~~December 3031, 2023. Comparatively, we recorded revenue of $0167 for the three months ended ~~September~~December 3031, 2022. This variance is attributed to food product sales through our subsidiary, Dr. Foods Co., Ltd., which occurred during the three months ended ~~September~~December 3031, 2023. The cost of revenues was $0 for the three months ended ~~September~~December 3031, 2023 and the gross profit was $56,~~147~~967. The cost of revenues was $0 for the three months ended December 31, 2022 and the gross profit was $167.

We recorded revenue of $12,730 for the nine months ended December 31, 2023. Comparatively, we recorded revenue of $167 for the nine months ended December 31, 2022. This variance is attributed to food product sales through our subsidiary, Dr. Foods Co., Ltd., which occurred during the nine months ended December 31, 2023. The cost of revenues was $0 for the nine months ended December 31, 2023 and the gross profit was $12,730. The cost of revenues was $0 for the nine months ended December 31, 2022 and the gross profit was $167.

Net Income

We recorded a net loss of $71191,~~384~~848 for the ~~three~~nine months ended ~~September~~December 3031, 2023, and $~~100~~232,~~242~~988 for the ~~three~~nine months ended ~~September~~December 3031, 2022.

We recorded a net loss of $139,746 for the six months ended September 30, 2023, and $152,772 for the six months ended September 30, 2022.

The net loss for the above periods is primarily comprised of general and administrative expenses, which were primarily attributed to professional fees, and fees billed by Next Meats Co., Ltd. for research/development expenses.

Cash flow

For the ~~six~~nine months ended ~~September~~December 3031, 2023, we had negative cash flows from operating activities in the amount of $~~149~~211,~~205~~360. Comparatively, for the ~~six~~nine months ended ~~September~~December 3031, 2022, we had negative cash flows from operating activities in the amount of $~~158~~227,~~320~~776. The variance is attributable to, amongst other things, accounts receivable.

For the ~~six~~nine months ended ~~September~~December 3031, 2023, we had negative cash flows from investing activities in the amount of $5338,~~169~~024. Comparatively, for the ~~six~~nine months ended ~~September~~December 3031, 2022, we had negative cash flows from investing activities in the amount of $~~552~~572,~~448~~720. The variance is attributable to the fact that during the ~~six~~nine months ended ~~September~~December 3031, 2022, we loaned a greater amount to a related party.

For the ~~six~~nine months ended ~~September~~December 3031, 2023, we had net cash flows from financing activities in the amount of $~~241~~262,~~159~~927. Comparatively, ~~for~~ for the ~~six~~nine months ended ~~September~~December 3031, 2022, we had net cash flows from financing activities in the amount of $~~823~~831,449. The variance is attributable to deceased sales of shares during the ~~six~~nine months ended ~~September~~December 3031, 2023, when compared to the ~~six~~ nine months ended ~~September 30~~December 31, 2022.

Going Concern

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

-4-

Table of Contents

ITEM 4

CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer Koichi Ishizuka, who is also our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of ~~September~~December 3031, 2023, we carried out an evaluation, under the supervision of our chief executive officer, who is also our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual 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 an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above 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 fiscal quarter ended ~~September~~December 3031, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

-5-

Table of Contents

PART II-OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A

RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~On or about May 31, 2022, we sold 1,538,462 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, for proceeds totaling approximately $769,231.

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

Exhibit No.		Description
3.1 (i)		Certificate of Incorporation (1)

3.1 (ii)		Certificate of Amendment (2)

3.1 (iii)		Certificate of Amendment (3)

3.1 (iv)		Certificate of Change (4)

3.2		By-laws (1)

31		Certification of the Company’s Principal Executive and Principal 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 (5)

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 (5)

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

(1)	Filed as an exhibit to the Company's Form 10-12G, as filed with the SEC on May 3, 2021, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on August 25, 2021, and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on February 23, 2022, and incorporated herein by this reference.
(4)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on September 14, 2022, and incorporated herein by this reference.
(5)	Filed herewith.

-6-

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.

Dr. Foods, Inc.

(Registrant)

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Chief Financial Officer and Chief Executive Officer

Dated: ~~November~~February 1412, ~~2023~~2024

-7-

Filing Compare · Japan Food Tech Holdings, Inc.