Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2022 | Mar. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-56277 | |
Entity Registrant Name | Dr. FOODS, Inc. | |
Entity Central Index Key | 0001857910 | |
Entity Tax Identification Number | 00-0000000 | |
Local Phone Number | 81-90-6002-4978 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Common Stock, Shares, Outstanding | 13,114,888 | |
Preferred Stock, Shares Outstanding | 10,000 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 9,678 | |
Loan to related party | 572,720 | |
Interest Receivable - related party | 6,164 | |
TOTAL CURRENT ASSETS | 588,562 | |
TOTAL ASSETS | 588,562 | |
CURRENT LIABILITIES | ||
Accounts payable, other | 4,996 | |
Accounts payable - related party | 13,024 | |
Accrued Expenses | 7,000 | |
Other current liabilities | 566 | |
TOTAL LIABILITIES | 18,586 | 7,000 |
Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 10,000 issued and outstanding as of December 31, 2022 and March 31, 2022) | 1 | 1 |
Common stock ($0.0001 par value, 4,800,000,000 shares authorized, 13,114,888 and 11,576,427 issued and outstanding as of December 31, 2022 and March 31, 2022, respectively) | 1,312 | 1,158 |
Foreign currency translation adjustment | (21,485) | |
Additional paid-in capital | 1,876,004 | 1,044,709 |
Accumulated deficit | (1,285,856) | (1,052,868) |
Total Stockholders’ Equity (Deficit) | 569,976 | (7,000) |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ 588,562 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 20,000,000 | |
Preferred Stock, Shares Issued | 10,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 4,800,000,000 | |
Common Stock, Shares, Issued | 13,114,888 | 11,576,427 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 21 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Revenues | ||||
Revenues | $ 154 | $ 154 | ||
Revenues - related party | 13 | 13 | ||
Total Revenues | 167 | 167 | ||
Cost of revenues | ||||
Gross Profit | 167 | 167 | ||
Operating Expenses | ||||
General and administrative expenses | 82,900 | 17,053 | 238,763 | 1,034,670 |
Total operating expenses | 82,900 | 17,053 | 238,763 | 1,034,670 |
Income (loss) from operations | (82,733) | (17,053) | (238,596) | (1,034,670) |
Other income (expense) | ||||
Interest income | 2,987 | 6,078 | ||
Total other income (expense) | 2,987 | 6,078 | ||
Net income (loss) before tax | (79,746) | (17,053) | (232,518) | (1,034,670) |
Income tax expense | 8 | (470) | ||
NET INCOME (LOSS) | (79,738) | (17,053) | (232,988) | (1,034,670) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustment | 46,820 | (21,485) | ||
TOTAL COMPREHENSIVE INCOME (LOSS) | $ (32,918) | $ (17,053) | $ (254,473) | $ (1,034,670) |
Income per common share | ||||
Basic | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Diluted | ||||
Weighted average common shares outstanding | ||||
Basic | 13,114,888 | 2,315,276,582 | 12,771,516 | 2,087,958,518 |
Diluted |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Gain (Loss), Financial Liability, Fair Value Option, Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance, value | $ 2,010 | $ (5,760) | $ (3,750) | |||
Beginning balance, value at Mar. 31, 2021 | 2,010 | (5,760) | (3,750) | |||
Expenses paid on behalf of the Company and contributed to capital | 5,250 | 5,250 | ||||
Net loss | (1,003,425) | (1,003,425) | ||||
Beginning balance, value at Mar. 31, 2021 | 2,010 | (5,760) | (3,750) | |||
Net loss | (1,034,670) | |||||
Beginning balance, value at Mar. 31, 2021 | 2,010 | (5,760) | (3,750) | |||
Net loss | (1,034,670) | |||||
Balance, value | 1,158 | 1 | 1,006,101 | (1,009,185) | (1,925) | |
Beginning balance, value at Jun. 30, 2021 | 1,158 | 1 | 1,006,101 | (1,009,185) | (1,925) | |
Expenses paid on behalf of the Company and contributed to capital | 12,917 | 12,917 | ||||
Net loss | (14,192) | (14,192) | ||||
Balance, value | 1,158 | 1 | 1,019,018 | (1,023,377) | (3,200) | |
Beginning balance, value at Sep. 30, 2021 | 1,158 | 1 | 1,019,018 | (1,023,377) | (3,200) | |
Expenses paid on behalf of the Company and contributed to capital | 17,053 | 17,053 | ||||
Net loss | (17,053) | $ (17,053) | ||||
Common Shares issued and outstanding | 11,576,427 | |||||
Balance, value | 1,158 | 1 | 1,036,071 | (1,040,430) | $ (3,200) | |
Common Shares issued and outstanding | 11,576,427 | |||||
Balance, value | 1,158 | 1 | 1,044,709 | (1,052,868) | $ (7,000) | |
Beginning balance, value at Mar. 31, 2022 | 1,158 | 1 | 1,044,709 | (1,052,868) | (7,000) | |
Common shares sold | 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) | ||||
Beginning balance, value at Mar. 31, 2022 | 1,158 | 1 | 1,044,709 | (1,052,868) | (7,000) | |
Net loss | (232,988) | |||||
Balance, value | 1,312 | 1 | 1,848,291 | (35,282) | (1,105,399) | 708,923 |
Beginning balance, value at Jun. 30, 2022 | 1,312 | 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) | ||||
Balance, value | 1,312 | 1 | 1,868,004 | (68,305) | (1,206,118) | 594,894 |
Beginning balance, value at Sep. 30, 2022 | 1,312 | 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 | ||||
Common Shares issued and outstanding | 13,114,888 | |||||
Balance, value | $ 1,312 | $ 1 | $ 1,876,004 | $ (21,485) | $ (1,285,856) | $ 569,976 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Deficit) Continued (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value | $ 2,010 | $ (5,760) | $ (3,750) | ||
Beginning balance, value at Mar. 31, 2021 | 2,010 | (5,760) | (3,750) | ||
Common shares issued after reorganization | 1,158 | (1,158) | |||
Series Z preferred shares issued after reorganization | 1 | 999,999 | 1,000,000 | ||
Expenses paid on behalf of the Company and contributed to capital | 5,250 | 5,250 | |||
Net loss | (1,003,425) | (1,003,425) | |||
Beginning balance, value at Mar. 31, 2021 | 2,010 | (5,760) | (3,750) | ||
Net loss | (1,034,670) | ||||
Beginning balance, value at Mar. 31, 2021 | 2,010 | (5,760) | (3,750) | ||
Net loss | (1,034,670) | ||||
Balance, value | 1,158 | 1 | 1,006,101 | (1,009,185) | (1,925) |
Beginning balance, value at Jun. 30, 2021 | 1,158 | 1 | 1,006,101 | (1,009,185) | (1,925) |
Expenses paid on behalf of the Company and contributed to capital | 12,917 | 12,917 | |||
Net loss | (14,192) | (14,192) | |||
Balance, value | 1,158 | 1 | 1,019,018 | (1,023,377) | (3,200) |
Beginning balance, value at Sep. 30, 2021 | 1,158 | 1 | 1,019,018 | (1,023,377) | (3,200) |
Expenses paid on behalf of the Company and contributed to capital | 17,053 | 17,053 | |||
Net loss | (17,053) | (17,053) | |||
Balance, value | 1,158 | 1 | 1,036,071 | (1,040,430) | $ (3,200) |
Common Shares issued and outstanding | 11,576,427 | ||||
Balance, value | 1,158 | 1 | 1,044,709 | (1,052,868) | $ (7,000) |
Common Shares issued and outstanding | 11,576,427 | ||||
Beginning balance, value at Mar. 31, 2022 | 1,158 | 1 | 1,044,709 | (1,052,868) | $ (7,000) |
Expenses paid on behalf of the Company and contributed to capital | 34,505 | 34,505 | |||
Net loss | (52,531) | (52,531) | |||
Beginning balance, value at Mar. 31, 2022 | 1,158 | 1 | 1,044,709 | (1,052,868) | (7,000) |
Net loss | (232,988) | ||||
Balance, value | 1,312 | 1 | 1,848,291 | (1,105,399) | 708,923 |
Beginning balance, value at Jun. 30, 2022 | 1,312 | 1 | 1,848,291 | (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) | |||
Balance, value | 1,312 | 1 | 1,868,004 | (1,206,118) | 594,894 |
Beginning balance, value at Sep. 30, 2022 | 1,312 | 1 | 1,868,004 | (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) | |||
Balance, value | $ 1,312 | $ 1 | $ 1,876,004 | $ (1,285,856) | $ 569,976 |
Common Shares issued and outstanding | 13,114,888 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net loss | $ (79,738) | $ (52,531) | $ (17,053) | $ (1,003,425) | $ (232,988) | $ (1,034,670) | $ (1,034,670) |
Adjustment to reconcile net loss to net cash used in operating activities: | |||||||
Preferred stock issued | 1,000,000 | ||||||
Changes in current assets and liabilities: | |||||||
Accounts payable, other | 4,996 | ||||||
Accounts payable, related party | 13,024 | ||||||
Interest receivable | (6,164) | ||||||
Accrued expenses | (7,210) | (550) | |||||
Other current liabilities | 566 | ||||||
Net cash used in operating activities | (227,776) | (35,220) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Loan to related party | (572,720) | ||||||
Net cash used in investing activities | (572,720) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Cash received for common shares | 769,231 | ||||||
Expenses contributed to capital | 62,218 | 35,220 | |||||
Net cash provided by financing activities | 831,449 | 35,220 | |||||
Net effect of exchange rate changes on cash | (21,275) | ||||||
Net change in cash | 9,678 | ||||||
Beginning cash balance | |||||||
Ending cash balance | $ 9,678 | 9,678 | $ 9,678 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||
Interest paid | |||||||
Income taxes paid |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. 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
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | 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 December 31, 2022, and March 31, 2022, were $9,678 and $0, respectively. Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers 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 net presentation (that is, the amount billed to a customer less the amount paid to a supplier) 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 December 31, 2022, the Company had no deferred revenues related to product sales. Revenue – related party During the period ended December 31, 2022, revenue totaling approximately $13 was recognized from sales to related party WB Burgers Japan Co. Ltd. (hereinafter referred to as “WBBJ”). WBBJ is considered as a related party due to the fact that Koichi Ishizuka, CEO of the Company, indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and conditions applied to the above transactions were the same as those applied to sales to customers not related to the Company. 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 December 31, 2022. 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 December 31, 2022, 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 - 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 December 31, 2022. 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 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.” The Company had no stock-based compensation plans as of December 31, 2022, and March 31, 2022. The Company’s stock-based compensation for the periods ended December 31, 2022, and December 31, 2021, was $0 and $1,000,000, respectively. 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
Note 3 - Going Concern | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 3 - Going Concern | 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
Note 4 - Income Taxes | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Note 4 - Income Taxes | 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 December 31, 2022, the Company has incurred a net loss of approximately $1,285,856 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $270,030 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, 2022, we have completed only two taxable fiscal years. |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 5 - Commitments and Contingencies | Note 5 - Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies, 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, 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. 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 to Dr. Foods Co., Ltd. on October 11 th 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
Note 6 - Shareholder Equity | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Note 6 - Shareholder Equity | 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 0 shares of preferred stock issued and outstanding as of December 31, 2022, and March 31, 2022, 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 13,114,888 and 11,576,427 shares of common stock issued and outstanding as of December 31, 2022, and March 31, 2022, 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. 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 was 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 have 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. 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 $8,000 during the period ended December 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 sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling $ 19,713 The Company’s sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling $ 34,505 The Company’s former sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $12,917 during the period ended September 30, 2021. The Company’s former sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $5,250 during the period ended June 30, 2021. The $18,167 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Note 7 - Related Party Transactions | Note 7 - Related Party Transactions Revenue During the period ended December 31, 2022, revenue totaling approximately $13 was recognized from sales to related party WB Burgers Japan Co. Ltd. (hereinafter referred to as “WBBJ”). WBBJ is considered as a related party due to the fact that Koichi Ishizuka, CEO of the Company, indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and conditions applied to the above transactions were the same as those applied to sales to customers not related to the Company. Loan During the period ended December 31, 2022, our wholly-owned subsidiary, Dr. Foods Co. Ltd, loaned approximately $578,884, which includes $6,164 of accrued interest, to related party White Knight. White Knight is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. 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 is non-secured and payable upon demand. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Note 8 - Subsequent Events | Note 8 - Subsequent Events None. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 | 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 December 31, 2022, and March 31, 2022, were $9,678 and $0, respectively. Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers 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 net presentation (that is, the amount billed to a customer less the amount paid to a supplier) 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 December 31, 2022, the Company had no deferred revenues related to product sales. Revenue – related party During the period ended December 31, 2022, revenue totaling approximately $13 was recognized from sales to related party WB Burgers Japan Co. Ltd. (hereinafter referred to as “WBBJ”). WBBJ is considered as a related party due to the fact that Koichi Ishizuka, CEO of the Company, indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and conditions applied to the above transactions were the same as those applied to sales to customers not related to the Company. The Company’s revenue consists of food product sales through its subsidiary, Dr. Foods Co., Ltd. |
Income Taxes | 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 December 31, 2022. |
Basic Earnings (Loss) Per Share | 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 December 31, 2022, and, thus, anti-dilution issues are not applicable. |
Fair Value of Financial Instruments | 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 - 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 December 31, 2022. 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 | 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 | Share-Based Compensation ASC 718, “ Compensation – Stock Compensation 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.” The Company had no stock-based compensation plans as of December 31, 2022, and March 31, 2022. The Company’s stock-based compensation for the periods ended December 31, 2022, and December 31, 2021, was $0 and $1,000,000, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
[custom:CashAndCashEquivalentsAtCarryingValueperiod-0] | $ 9,678 | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 1,000,000 |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
[custom:Netlossasof-0] | $ 1,285,856 |
Deferred Income Tax Assets, Net | $ 270,030 |
Note 6 - Shareholder Equity (De
Note 6 - Shareholder Equity (Details Narrative) - USD ($) | 3 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2022 | |
Equity [Abstract] | ||||||
[custom:Preferredsharesasof-0] | 20,000,000 | |||||
[custom:Preferredsharesparvalueasof-0] | $ 0.0001 | |||||
[custom:Preferredsharesissuedasof-0] | 10,000 | |||||
[custom:Commonsharesauthorizedasof-0] | 4,800,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
[custom:Commonsharesoutstandingasof-0] | 13,114,888 | 11,576,427 | ||||
expenses paid by officer | $ 8,000 | $ 19,713 | $ 34,505 | |||
expenses paid by former officer | $ 12,917 | $ 5,250 |