Next Meats Holdings, Inc. Files 10-K/A Amendment for Fiscal Year Ended April 30, 2021

TL;DR

<b>Next Meats Holdings, Inc. amends its 2021 10-K filing to include financial statement adjustments.</b>

AI Summary

Next Meats Holdings, Inc. (NXMH) filed a Amended Annual Report (10-K/A) with the SEC on April 3, 2024. This filing is an Amendment No. 1 to the Form 10-K for the fiscal year ended April 30, 2021. The amendment includes adjustments to the financial statements and associated notes. The original Form 10-K was filed on August 12, 2021. Next Meats Holdings, Inc. is incorporated in Nevada and has its principal executive offices in Tokyo, Japan. The company's common stock is registered under Section 12(g) of the Exchange Act but not on a specific exchange.

Why It Matters

For investors and stakeholders tracking Next Meats Holdings, Inc., this filing contains several important signals. This amendment indicates that the company is making corrections or updates to its previously reported financial data for FY 2021. The filing clarifies the company's reporting status and provides updated information on its financial statements.

Risk Assessment

Risk Level: low — Next Meats Holdings, Inc. shows low risk based on this filing. The risk is low as this is an amendment to a past filing, not a new disclosure of material adverse events.

Analyst Insight

Review the specific adjustments made to the financial statements and notes in this amendment to understand any changes in the company's reported financial position or performance for FY 2021.

Key Numbers

• 2021 — Fiscal Year End (Fiscal year ended April 30, 2021)
• 000-56167 — SEC File Number (Commission File Number)
• 85-4008709 — IRS Employer Identification No. (IRS Number)

Key Players & Entities

• Next Meats Holdings, Inc. (company) — Filer name
• 000-56167 (other) — SEC File Number
• April 30, 2021 (date) — Fiscal year end
• August 12, 2021 (date) — Original filing date
• Tokyo, Japan (location) — Principal executive offices

FAQ

Industry Context

The company operates in the food and kindred products industry, focusing on alternative meat products.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically Section 13 or 15(d).

What Investors Should Do

1. Review the specific financial statement adjustments detailed in the amendment.
2. Note the original filing date of August 12, 2021, and the amendment date of April 3, 2024.
3. Confirm the company's reporting compliance status as indicated by the checkmarks.

Key Dates

• 2021-04-30: Fiscal Year End — End of the reporting period for the original 10-K filing.
• 2021-08-12: Original 10-K Filing Date — Date the initial annual report was filed.
• 2024-04-03: Amendment Filing Date — Date this amendment (10-K/A) was filed.

Year-Over-Year Comparison

This is an amended filing for the fiscal year ended April 30, 2021, indicating adjustments to previously reported financial data.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 N/A Indicate by check mark if the 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
• $375,000 — hundred seventy-five thousand dollars ($375,000) (the "Purchase Price"). The consummati
• $4.51 — gh Bid Low Bid October 31, 2021 (1) $4.51 $3.99 July 31, 2021 $8.47 $2.30
• $3.99 — Low Bid October 31, 2021 (1) $4.51 $3.99 July 31, 2021 $8.47 $2.30 April 3
• $8.47 — 2021 (1) $4.51 $3.99 July 31, 2021 $8.47 $2.30 April 30, 2021 $13.00 $3.80
• $2.30 — ) $4.51 $3.99 July 31, 2021 $8.47 $2.30 April 30, 2021 $13.00 $3.80 Janua
• $13.00 — 1, 2021 $8.47 $2.30 April 30, 2021 $13.00 $3.80 January 31, 2021 $14.50 $0.0
• $3.80 — $8.47 $2.30 April 30, 2021 $13.00 $3.80 January 31, 2021 $14.50 $0.015 Oc
• $14.50 — 2021 $13.00 $3.80 January 31, 2021 $14.50 $0.015 October 31, 2020 (2) $0.199
• $0.015 — 3.00 $3.80 January 31, 2021 $14.50 $0.015 October 31, 2020 (2) $0.199 $0.01
• $0.199 — $14.50 $0.015 October 31, 2020 (2) $0.199 $0.01 (1) Data for period is only t
• $0.01 — $0.015 October 31, 2020 (2) $0.199 $0.01 (1) Data for period is only through
• $28,146 — . Net Loss We recorded a net loss of $28,146 and $14,510 for the years ended April 3

Filing Documents

• nxmh_2021krestatedo.htm (10-K/A) — 415KB
• ex31nxmh.htm (EX-31) — 12KB
• ex32_nxmh.htm (EX-32) — 7KB
• 0001599916-24-000097.txt (&nbsp;) — 1703KB
• nxmh-20210430.xsd (EX-101.SCH) — 16KB
• nxmh-20210430_def.xml (EX-101.DEF) — 9KB
• nxmh-20210430_lab.xml (EX-101.LAB) — 88KB
• nxmh-20210430_pre.xml (EX-101.PRE) — 66KB
• nxmh_2021krestatedo_htm.xml (XML) — 257KB

Business

Business 3 Item 1A Risk Factors 4 Item 1B Unresolved Staff Comments 4 Item 2

Properties

Properties 4 Item 3 Legal Proceedings 4 Item 4 Mine Safety Disclosures 4 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5 Item 6 Selected Financial Data 6 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 7A Quantitative and Qualitative Disclosures about Market Risk 6 Item 8 Financial F1-F9 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 7 Item 9A Controls and Procedures 7 Item 9B Other Information 7 PART III Item 10 Directors, Executive Officers and Corporate Governance 8 Item 11 Executive Compensation 10 Item 12 Security 11 Item 13 Certain Relationships and Related Transactions, and Director Independence 11 Item 14 Principal Accounting Fees and Services 12 PART IV Item 15 Exhibits, Financial Statement Schedules 13

Signatures

Signatures 13 - 2 - Table of Contents PART I

Business

Item 1. Business Corporate History Next Meats Holdings, Inc. (we, us, our, or the "Company"), 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, re

Risk Factors

Item 1A. Risk Factors. As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Properties

Item 2. Properties. We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial.

Legal Proceedings

Item 3. Legal Proceedings. From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. - 4 - Table of Contents PART II

Market

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is quoted on the OTC Markets Group Inc.'s (the "OTCM") Pink Tier under the symbol "NXMH." There is currently a limited trading market in the shares of our common stock. Set forth in the below table are the range of high and low bid closing bid prices for the periods indicated as reported by the OTCM. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions. Notes to table below: Next Meats Holdings, Inc. (we, us, our, or the "Company"), formerly known as Turnkey Solutions, Inc., was incorporated on April 15, 2020 in the exchan ge. *Full details pertaining to the Reorganization can be viewed in the Company's Form 8-K filed on October 29, 2020. Quarter Ended High Bid Low Bid October 31, 2021 (1) $4.51 $3.99 July 31, 2021 $8.47 $2.30 April 30, 2021 $13.00 $3.80 January 31, 2021 $14.50 $0.015 October 31, 2020 (2) $0.199 $0.01 (1) Data for period is only through August 10, 2021. (2) Data for period begins on October 28, 2020. Holders As of August 12, 2021, there were approximately 57 shareholders of record of our common stock and 500,000,000 shares of common stock issued and outstanding. Dividends and Share Repurchases We have not paid any dividends to our shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. Issuer Purchases of Equity Securities None. Equity Compensation Plan Information Not applicable. Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities The Company has not conducted any recent sales of securities.

Selected Financial Data

Item 6. Selected Financial Data. Not applicable because the Company is a smaller reporting company.

Management's Discussion and

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Forward-Looking Statements Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions.

Forward-looking statements are based on current expectations

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Liquidity and Capital Resources As of April 30, 2021 and 2020, we had cash and cash equivalents in the amount of $0. Currently, our cash balance is not sufficient to fund our operations and our revenues cannot cover our cost and expenses for any substantive period of time. We have been utilizing and may continue to utilize funds from our Officers and Directors. However, our Officers and Directors have no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely. Revenues For the years ended April 30, 2021 and 2020, we have not yet begun to generate revenue. Net Loss We recorded a net loss of $28,146 and $14,510 for the years ended April 30, 2021 and 2020, respectively. The greater net loss for the year

Quantitative and Qualitative Disclosures

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. As a "smaller reporting company", we are not required to provide the information required by this Item. - 6 - Table of Contents

Financial Statements and Supplementary

Item 8. Financial Statements and Supplementary Data. Pages Report of Independent Registered Public Accounting Firm (Auditor ID: 5041) F2 Balance Sheets F3 of Operations and Comprehensive Loss F4 F5 of Cash Flows F6

Notes to Financial Statements

Notes to Financial Statements F7-F8 - F1 - Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Next Meats Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Next Meats Holdings, Inc. as of April 30, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Substantial Doubt about the Company's Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the

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