v3.24.2.u1
Note 1 - Organization and Description of Business
12 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Note 1 - Organization and Description of Business

Note 1 - Organization and Description of Business

 

Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.”, and “Catapult Solutions, Inc.” (referred to as “we,” “us,” “our,” the “Company” and or the “Registrant”), was incorporated in the State of Nevada on February 26, 2021.

 

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

 

Catapult Solutions, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions, Inc. becoming a stand-alone company.

 

Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.’s stock.

 

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

 

As part of the change in control, former management resigned from all positions with the Company and its board of directors. On July 23, 2021, Koichi Ishizuka was appointed as the sole officer and director of the Company.

 

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

 

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

 

On January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.,” a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co., Ltd., a Japan Company entered into a non-definitive agreement, a “Letter of Intent”, whereas it was proposed that Dr. Foods, Inc., would acquire 100% of the controlling interest of Mama Foods Co., Ltd. from related party, White Knight Co., Ltd., in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co., Ltd. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144. To proceed with the transaction the Issuer required, and continues to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and a review of any interim periods following the most recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward in any capacity.

 

White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi Ishizuka. 

 

Mama Foods, Co., Ltd. (“Mama Foods”) is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled foods to packed and sterilized food.

 

In 2021, White Knight Co., Ltd. acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods, which includes additional information, can be found here: mama-foods.com/en/

The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer. However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly known as, “Dr. Foods, Inc.,” has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial documentation, which it has not done so to date.

The preparation of Mama Foods Co., Ltd.’s financial records is being led by Koichi Ishizuka, who has other business commitments and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited knowledge themselves, to assist with this process.

Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka providing the necessary documentation and supporting information, which remains uncertain. 

On June 13, 2024, we filed Restated Articles of Incorporation with the Nevada Secretary of State. With this filing, we have changed our company name from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc. Additionally, we amended the rights and privileges for holders of Series Z Preferred Stock, amongst other updates.

 

The legal date of our name change will differ from the market release date when posted on FINRA’s daily list.

 

Currently, we operate through Dr. Foods Co., Ltd. and DRFS Singapore and share the same business plan as that of Dr. Foods Co., Ltd. and DRFS Singapore. 

 

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

 

At this time, we neither rent nor own any properties. We utilize the office space and equipment of related party, Next Meats Co., Ltd., as well as office space of our management, at no cost. Management estimates such amounts to be immaterial.

 

The Company has elected March 31st as its year end.