| Note 1 Organization and Description of Business | 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 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. 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. |
