UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 2613, ~~2023~~2024

~~Dr.~~Japan ~~Foods~~Food Tech Holdings, Inc. (Exact name of registrant as specified in its charter)


Nevada	000-56277	00-0000000
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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~~Dr. Foods, Inc. (former name or former mailing address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Emerging~~“We”, ~~growth~~“Us”, ~~company [X]~~and or “The Company” refer to Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.”

~~If an~~5.03 ~~emerging~~Amendments ~~growth company, indicate by check mark if the registrant has elected not~~ to ~~use~~Articles ~~the~~of ~~extended~~Incorporation ~~transition period for complying with any new~~ or ~~revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~Bylaws. ~~[ ]~~

~~“We”~~On June 13, ~~“Us”~~2024, ~~and~~we orfiled ~~“The~~Restated ~~Company”~~Articles of Incorporation with the Nevada Secretary of State. With this filing, we have changed our ~~refer~~company toname from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc. Additionally, we amended the rights and privileges for holders of Series Z Preferred Stock, amongst other updates.

~~All~~We have ~~dollar~~initiated ~~amounts~~a ~~used~~FINRA ~~throughout~~corporate ~~this~~action ~~Report~~to ~~are~~facilitate inour name change, along with a voluntary ticker symbol change. Following the USprocessing ~~Dollars~~of the FINRA corporate action through the FINRA daily list, ~~unless~~we ~~otherwise~~intend ~~stated~~to submit another Form 8-K incorporating supplementary details.

~~3.02~~As ~~Unregistered~~a ~~Sales~~result of ~~Equity~~the impending FINRA corporate action, the CUSIP number for our Common Stock may change. Comprehensive information regarding any new CUSIP number will be provided in a forthcoming Current Report on Form 8-K, to be submitted to the Securities and Exchange Commission.

~~On or~~The ~~about~~legal ~~June~~date ~~26,~~of ~~2023,~~our ~~the~~name ~~company~~change ~~consummated~~will andiffer ~~agreement~~from ~~for~~ the ~~sale~~market ofrelease ~~593,811~~date ~~shares~~when ofposted ~~restricted~~on ~~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~~FINRA’s ~~transfer agent, on June 30, 2023. The total subscription amount paid by Ultimate One LLC was approximately $187,050.~~daily ~~Ultimate One LLC is not a related party to the Company~~list.

~~The~~Our ~~proceeds~~majority ~~from~~shareholder, ~~this~~White ~~sale~~Knight ~~are~~Co., Ltd., and Koichi Ishizuka, our sole Officer and Director, executed a resolution to beratify, ~~used~~affirm, byand approve to file the aforementioned ~~Company~~Restated ~~for~~Articles ~~working~~of ~~capital~~Incorporation.

The Restated ~~aforementioned~~Articles ~~sale~~ of ~~shares~~Incorporation were ~~was~~filed ~~conducted~~with ~~pursuant to Regulation S of~~ the ~~Securities~~Nevada ~~Act~~Secretary of ~~1933,~~State ason ~~amended~~June ~~("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S)~~13, ~~pursuant to offshore transactions~~2024, ~~and~~effective ~~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~~immediately.

~~Following~~A ~~the~~full ~~sale~~copy of ~~restricted~~the Restated ~~common~~Articles ~~shares to Ultimate One LLC, we now have 13,708,699 shares~~ of ~~Common~~Incorporation ~~Stock~~is ~~issued and~~attached ~~outstanding~~herein as ofExhibit ~~the date of this report~~3.1.

Item 98.01 ~~Exhibits~~Other Events.

~~None~~On June 17, 2024, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert 82 shares of its Series Z Preferred Stock of Japan Food Tech Holdings, Inc. into a total of 82,000,000 shares of Common Stock. This conversion has been approved by the Company and its Board of Directors, and the conversion became effective on June 17, 2024.

~~SIGNATURES~~For clarity, every 1 share of Series Z Preferred Stock in the above transaction was converted into 1,000,000 shares of Common Stock, for a total of 82,000,000 shares of Common Stock. Converting Sereis Z Preferred Stock into Common Stock cannot be done if it necessitates an increase to our authorized shares. In this case, the conversion does not require an increase to the authorized shares.

~~Pursuant to~~ Following the ~~requirements~~above ofconversion, ~~the Securities~~and ~~Exchange~~as ~~Act~~ of ~~1934~~June 17, ~~as amended~~2024, ~~the~~there ~~registrant~~were 95,708,699 ~~has~~shares ~~duly~~of ~~caused~~Common ~~this~~Stock ~~Current~~and ~~Report~~9,918 toshares beof ~~signed~~Preferred Series onZ ~~its~~Stock ~~behalf~~issued byand ~~the undersigned hereunto duly authorized~~outstanding.

	Dr. Foods, Inc.
Dated: July 3, 2023	/s/ Koichi Ishizuka
	Koichi Ishizuka Chief Executive Officer

The Conversion Agreement and Notice of Conversion are attached herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


NUMBER	EXHIBIT

3.1	Restated Articles of Incorporation

99.1	Conversion Agreement and Notice of Conversion

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


	Japan Food Tech Holdings, Inc.


Dated: June 20, 2024	/s/ Koichi Ishizuka
	Koichi Ishizuka Chief Executive Officer

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