Form 8-K - Current report
July 24 2023 - 7:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 24, 2023
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Next Meats Holdings, Inc.
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| (Exact name of registrant as specified in its charter) |
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| Nevada |
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000-56167 |
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85-4008709 |
| (state or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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3F 1-16-13 Ebisu Minami Shibuya-ku,
Tokyo Japan |
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150-0022 |
| (address of principal executive offices) |
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(zip code) |
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| 81-90-6002-4978 |
| (registrant’s telephone number, including area code) |
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| N/A |
| (former name or former mailing address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
Note: “We”,
“Us”, “The Issuer”, and or “The Company” refer to Next Meats Holdings, Inc., a Nevada Company.
Item
4.02 Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Review.
On January 28, 2021, our majority shareholder at the time, Next Meats Co.,
Ltd., along with our Board of Directors, took action to ratify, affirm, and approve the issuance of 452,352,298 shares of the Company's restricted
common stock to Next Meats Co., Ltd. The shares were originally accounted for based on the fair market value closing price per share of
common stock based on the open market at the time. However, the Company has now determined that the subject valuation analysis
was not credible resulting in the subject value conclusion to not be meaningful given the issuance should have been accounted for as a
common control transaction. As such, it is the Company’s belief that the open market value of its common shares did not, at that
time, reflect the true value of the shares.
The share valuation has been adjusted and is, in the Company’s belief,
now corrected and accounted for as a common control transaction, with our now wholly owned subsidiary, at a valuation of $0. The
$452,352 increase in the resulting par value of common shares on the Company's balance sheet has been offset by a corresponding decrease
in additional paid in capital in the equity portion of the Company's balance sheet.
Given the above issuance has now been reclassified as a common control
transaction, the Company intends to file amendments to the following reports to rectify the historical error regarding the aforementioned
valuation of shares: the Form 10-Q for the period ended January 31, 2021, the Form 10-K for the year ended April 30, 2021, the Form
10-Q for the period ended July 31, 2021, the Form 10-Q for the period ended October 31, 2021, the Form 10-Q for the period ended January
31, 2022, the Form 10-K for the year ended April 30, 2022, the Form 10-Q for the period ended July 31, 2022, the Form 10-Q for the period
ended October 31, 2022, and the Form 10-Q for the period ended January 31, 2023.
Our forthcoming Form 10-K for the
year ended April 30, 2023, will also include the above share issuance adjusted and reclassified as described above.
The above reclassification of the
share issuance as a common control transaction has been discussed with BF Borgers CPA PC, our current independent registered public accountant,
who has agreed with the reclassification of the share issuance described herein.
Item 9.01 Financial Statements and Exhibits.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Next Meats Holdings, Inc.
Dated: July 24, 2023
By: /s/ Koichi Ishizuka
Koichi Ishizuka,
Chief Executive Officer
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Next Meats (CE) (USOTC:NXMH)
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