Next Meats Holdings, Inc. Files Amended 10-K for Fiscal Year Ended April 30, 2022

AI Summary

Next Meats Holdings, Inc. (NXMH) filed a Amended Annual Report (10-K/A) with the SEC on March 1, 2024. This filing is an Amendment No. 1 to the Form 10-K for the fiscal year ended April 30, 2022. The amendment includes additional information requested by the SEC following a comment letter dated June 14, 2023. Adjustments have been made to the financial statements and associated notes. The original Form 10-K was filed on September 29, 2022. The company was formerly known as Turnkey Solutions, Inc., with a name change effective May 7, 2020.

Why It Matters

For investors and stakeholders tracking Next Meats Holdings, Inc., this filing contains several important signals. This amendment provides updated and additional disclosures requested by the SEC, offering a more complete picture of the company's financial position and operations for the fiscal year 2022. The inclusion of SEC comments and financial adjustments suggests potential areas of scrutiny or required clarification, which could impact investor understanding of the company's performance and compliance.

Risk Assessment

Risk Level: medium — Next Meats Holdings, Inc. shows moderate risk based on this filing. The filing is an amendment to a previous 10-K, indicating that the original filing may have been incomplete or required further clarification based on SEC review, which introduces a degree of uncertainty.

Analyst Insight

Investors should review the specific additions and adjustments made in this amendment to fully understand any changes to the company's reported financial performance and disclosures for the fiscal year ended April 30, 2022.

Key Numbers

• 2022-04-30 — Fiscal Year End (Fiscal year ended)
• 2024-03-01 — Filing Date (Date of this amended filing)
• 2022-09-29 — Original Filing Date (Date of original 10-K filing)
• 2023-06-14 — SEC Comment Date (Date of SEC comment letter)

Key Players & Entities

• Next Meats Holdings, Inc. (company) — Filer name
• Turnkey Solutions, Inc. (company) — Former company name
• SEC (regulator) — Requested additional information
• June 14, 2023 (date) — Date of SEC comment letter
• September 29, 2022 (date) — Original 10-K filing date
• May 7, 2020 (date) — Date of name change

FAQ

Key Dates

• 2022-04-30: Fiscal Year End — Period covered by the original 10-K filing.
• 2022-09-29: Original 10-K Filing — Initial submission date of the annual report.
• 2023-06-14: SEC Comment Letter — Date SEC requested additional information, leading to this amendment.
• 2024-03-01: Amended 10-K Filing Date — Date this Amendment No. 1 was filed.

Key Financial Figures

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• $3.41 — ased on the closing price per share (or $3.41), of the registrant's common stock as r
• $0 — lly owned subsidiary, at a valuation of $0. The $452,352 increase in the resulting
• $452,352 — d subsidiary, at a valuation of $0. The $452,352 increase in the resulting par value of
• $2.00 — td.., a Japanese Company, at a price of $2.00 per share of Common Stock. The total su
• $541,858 — id by Demic Co., Ltd. was approximately $541,858. Demic Co., Ltd. is not considered a re
• $1,764,513 — by Kiyoshi Kobayashi was approximately $1,764,513. Kiyoshi Kobayashi is not considered a
• $2.10 — oika, a Japanese Citizen, at a price of $2.10 per share of Common Stock. The total su
• $438,596 — id by Daisuke Kuroika was approximately $438,596. Daisuke Kuroika is not considered a re
• $1.30 — Ltd., a Japanese Company, at a price of $1.30 per share of Common Stock. The total su
• $869,414 — by Yakuodo Co., Ltd. was approximately $869,414. Yakuodo Co., Ltd. is not considered a
• $173,913 — aid by Hidemi Arasaki was approximately $173,913. Hidemi Arasaki is not a related party
• $0.90 — Ltd., a Japanese Company, at a price of $0.90 per share of Common Stock. The total su
• $81,900 — y Interwoos Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not a related p
• $147,624 — any ("WK"), at a price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The Sha

Filing Documents

• nxmh_ye22a1outrevo.htm (10-K/A) — 690KB
• ex31iv.htm (EX-3.1) — 5KB
• ex31nxmhf.htm (EX-31) — 12KB
• ex32_nxmhf.htm (EX-32) — 7KB
• image_042.jpg (GRAPHIC) — 90KB
• image_041.jpg (GRAPHIC) — 73KB
• image_021.jpg (GRAPHIC) — 20KB
• image_023.jpg (GRAPHIC) — 89KB
• image_024.jpg (GRAPHIC) — 204KB
• image_025.jpg (GRAPHIC) — 143KB
• image_026.jpg (GRAPHIC) — 92KB
• image_029.jpg (GRAPHIC) — 14KB
• filename50.htm (CORRESP) — 131KB
• 0001599916-24-000069.txt ( ) — 4151KB
• nxmh-20220430.xsd (EX-101.SCH) — 18KB
• nxmh-20220430_cal.xml (EX-101.CAL) — 8KB
• nxmh-20220430_def.xml (EX-101.DEF) — 17KB
• nxmh-20220430_lab.xml (EX-101.LAB) — 132KB
• nxmh-20220430_pre.xml (EX-101.PRE) — 95KB
• nxmh_ye22a1outrevo_htm.xml (XML) — 234KB

Business

Business 1 Item 1A Risk Factors 6 Item 1B Unresolved Staff Comments 6 Item 2

Properties

Properties 6 Item 3 Legal Proceedings 6 Item 4 Mine Safety Disclosures 6 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7 Item 6 Selected Financial Data 8 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 7A Quantitative and Qualitative Disclosures about Market Risk 9 Item 8 Financial F1-10 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 10 Item 9A Controls and Procedures 10 Item 9B Other Information 10 PART III Item 10 Directors, Executive Officers and Corporate Governance 11 Item 11 Executive Compensation 13 Item 12 Security 14 Item 13 Certain Relationships and Related Transactions, and Director Independence 14 Item 14 Principal Accounting Fees and Services 15 PART IV Item 15 Exhibits, Financial Statement Schedules 16 Item 16 10-K Summary

Signatures

Signatures 16 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING Certain statements and information included in this Annual Report on Form 10-K for the year ended April 30, 2022 (this "Report"), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking generally use the words "may," "should," "believe," "expect," "intend," "plan," "anticipate," "likely," "estimate," "potential," "continue," "will," and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report. CERTAIN TERMS USED IN THIS REPORT "We," "us," "our," "the Registrant," the "Company," "NXMH", and "Next Meats Holdings" are synonymous with Next Meats Holdings, Inc., unless otherwise indicated. Table of Contents PART I

Business

Item 1. Business Corporate History Next Meats Holdings, Inc., formerly known as Turnkey Solutions, Inc., was incorporated on April 15, 2020 in the State of Nevada. On April 15, 2020, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, and Director of the Company, at the time known as "Turnkey Solutions, Inc." On October 1, 2020, the Company, at the time known as "Turnkey Solutions, Inc." (the "Company" or "Successor") announced on Form 8-K plans to participate in a holding company reorganization ("the Reorganization" or "Merger") with Intermedia Marketing Solutions, Inc. ("IMMM" or "Predecessor") and Intermedia Marketing Solutions Merger Sub, Inc. ("Merger Sub") collectively (the "Constituent Corporations") pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Intermedia Marketing Solutions, Inc. and Intermedia Marketing Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company. The effective date and time of the Reorganization was October 28, 2020 at 4PM PST (the "Effective Time"). The entire plan of Merger is on file with Nevada Secretary of State ("NSOS") and included in the Articles of Merger pursuant to NRS 92A.200 Nevada Secretary of State ("NSOS") and attached to and made a part thereof to the Articles of Merger pursuant to NRS 92A.200 filed with NSOS on October 16, 2020. At the Effective Time, Predecessor merged with and into its indirect and wholly owned subsidiary, Merger Sub with Predecessor as the surviving corporation resulting in Predecessor as a wholly owned subsidiary of the Company. Concurrently and after the Effective Time, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The assets and liabilities of Predecessor, if any, remained with Predecessor. The Com

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