The following Form 10-K should be read as of the date it was originally filed, September 29, 2022. The Form 10-K originally filed on September 29, 2022, has been amended herein, to include additional information throughout that has been requested to be included pursuant to an SEC comment letter, dated June 14, 2023. Additionally, we have made adjustments to the financial statements and associated notes. No --04-30 false 2022 FY true false 10-K/A false 0001811530

 2021-10-31

 2022-09-29

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 AMENDMENT NO. 1

 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 FOR THE
FISCAL YEAR ENDED April 30, 2022

 OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 COMMISSION FILE NUMBER: 000-56167

 NEXT MEATS
HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 85-4008709

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer Identification No.)

 3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo Japan

 150-0022

 (Address of Principal Executive Offices)

 (Zip Code)

 Company Phone Number: 81-90-6002-4978

 Securities to be registered under Section 12(b) of
the Act: None

 Securities to be registered under Section 12(g) of
the Exchange Act:

 Title of each class

 Name of each exchange on which

 registered

 Common Stock, $0.001

 None; Shares are however quoted on the OTC Markets Group Inc's Pink Open Market.

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

 Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

 Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

 [ ]

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and
"emerging growth company" in Rule 12b-2 of the Exchange Act:

 Large accelerated filer [ ] Accelerated filer [ ]
 Non-accelerated filer [X] Smaller reporting company [X] 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. [ ]

 Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

 As of October 31, 2021, the last business day of
the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates
of the registrant was approximately $ 43,128,664 based on the closing price per share (or $3.41), of the registrant's common stock
as reported by OTC Markets Group Inc.

 Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date:

 502,255,600 shares of common
stock, $0.001 par value, issued and outstanding as of September 29, 2022

 0 shares of preferred stock,
$0.001 par value, issued and outstanding as of September 29, 2022.

 Explanatory Note: The
following Form 10-K should be read as of the date it was originally filed, September 29, 2022. The Form 10-K originally filed on September
29, 2022, has been amended herein, to include additional information throughout that has been requested to be included pursuant to an
SEC comment letter, dated June 14, 2023. Additionally, we have made adjustments to the financial statements and associated notes as it
relates to the below matter:

 On
January 28, 2021, our majority shareholder at the time, Next Meats Co., Ltd., ("the Company") 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 later 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.

 NEXT
MEATS HOLDINGS, INC.

 PART
 I

 PAGE

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Selected
 Financial Data

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item

 Financial
 Statements and Supplementary Data

 F1-10

 Item

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive
 Compensation

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accounting Fees and Services

 PART
 IV

 Item

 Exhibits,
 Financial Statement Schedules

 Item

 Summary

 Signatures

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

 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
statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We
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.

 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 Company abandoned the business plan of its Predecessor and resumed its former business plan of a blank check
company after completion of the Merger.

 Full
details pertaining to the Reorganization can be viewed in the Company's Form 8-K filed on October 29, 2020.

 On
November 18, 2020 our now former controlling shareholder, Flint Consulting Services, LLC sold 35,000,000 shares of common stock to
Next Meats Co., Ltd., a Japan Company. Next Meats Co., Ltd. is a Japanese Company that 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. As will be described later on, Next Meats Co., Ltd. is now a wholly owned subsidiary of the Company.

 On
November 18, 2020, Paul Moody resigned from his position of Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer and Director.

 Simultaneous
to Paul Moody's resignations, Ryo Shirai was appointed as our Chief Executive Officer and Director, Hideyuki Sasaki as our Chief
Operating Officer and Director, and Koichi Ishizuka as our Chief Financial Officer.

 On
January 8, 2021 our now former majority shareholder, Next Meats Co., Ltd., a Japan Company, along with our Board of Directors,
 took action to ratify, affirm, and approve a name change
of the Company from Turnkey Solutions, Inc., to Next Meats Holdings, Inc. The Company filed a Certificate of Amendment with the
Nevada Secretary of State ("NVSOS") to enact the name change with an effective date of January 19, 2021. This was
previously disclosed in the Form 8-K we filed on January 25, 2021.

 Also
on January 8, 2021, our now former majority shareholder Next Meats Co., Ltd., along with our Board of Directors took action to
ratify, affirm, and approve a change of the Company's ticker symbol from TKSI to NXMH.

 Pursuant
to the above, the Company carried out a FINRA corporate action. As a result of the aforementioned actions the Company's CUSIP number
was changed from 90043H102 to 65345L 100. The change in CUSIP,
name change, and symbol change were posted on the FINRA daily list on January 25, 2021 with a market effective date of January 26, 2021.

 On
January 28, 2021, 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 restricted common stock to Next Meats Co., Ltd. The shares were issued for services rendered to the Company.

 On
June 9, 2021 the Company entered into a "Share Cancellation and Exchange Agreement" (referred to herein as "the Agreement")
with Next Meats Co., Ltd., a Japan Company. Pursuant to the Share Cancellation and Exchange Agreement, effective on December 16,
2021, Next Meats Holdings, Inc. acquired Next Meats Co., Ltd. as a wholly owned subsidiary. Commensurate with this action, there was
a conversion of the Next Meats Holdings, Inc. percentile share interest in exchange for the Company's 100% share interest in Next
Meats Co., Ltd. Immediately prior to the effective time, each (now former) shareholder of Next Meats Co., Ltd. cancelled and exchanged
their percentile share interest in Next Meats Co., Ltd. for an equivalent percentile share interest in Next Meats Holdings, Inc. at a
pro rata percentage. As a result of the Share Cancellation and Exchange Agreement, we now own 100% of the issued and outstanding shares
of Next Meats Co., Ltd., which constitutes 1,000 shares of common stock.

 We
believe that the aforementioned transaction(s) relating to the Share Cancellation and Exchange Agreement described above constituted
a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code. Full details of the Share Cancellation and
Exchange Agreement are contained within our Form 8-K filed with the Securities and Exchange Commission on December 16,
2021.

 Following
the acquisition of Next Meats Co., Ltd. on December 16, 2021, we ceased to be a shell company. Currently, and going forward, we intend
to act as a holding company for our subsidiaries which develop and sell alternative meat products, created from various meat substitutes.

 On
December 28, 2021, Ryo Shirai resigned as our Chief Executive Officer and was appointed Chairman of the Board of Directors.

 The
resignation of Mr. Ryo Shirai, as Chief Executive Officer, was not the result of any disagreement with the Company on any matter
relating to its operations, policies, or practices.

 On
December 28, 2021, Mr. Koichi Ishizuka was appointed Chief Executive Officer of the Company.

 On
December 28, 2021 we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase
to our authorized shares of Common Stock from 500,000,000 to 1,000,000,000.

 -
1 -

 On
or about December 29, 2021, we sold 270,929 shares of restricted Common Stock to Demic Co., Ltd.., a Japanese Company, at a price of
$2.00 per share of Common Stock. The total subscription amount paid by Demic Co., Ltd. was approximately $541,858. Demic Co., Ltd.
is not considered a related party to the Company.

 The
proceeds from the sale of shares went to the Company to be used as working capital.

 On
or about December 29, 2021, we sold 882,257 shares of restricted Common Stock to Kiyoshi Kobayashi, a Japanese Citizen, at a price
of $2.00 per share of Common Stock. The total subscription amount paid by Kiyoshi Kobayashi was approximately $1,764,513. Kiyoshi
Kobayashi is not considered a related party to the Company.

 The
proceeds from the sale of shares went to the Company to be used as working capital.

 On or about February 4, 2022, we sold 208,855 shares of restricted Common Stock to Daisuke Kuroika, a Japanese Citizen, at a price of
$2.10 per share of Common Stock. The total subscription amount paid by Daisuke Kuroika was approximately $438,596. Daisuke Kuroika is not considered a related party to the Company.

 The
proceeds from the sale of shares went to the Company to be used as working capital.

 On
or about March 7, 2022, we sold 668,780 shares of restricted Common Stock to Yakuodo Co., Ltd., a Japanese Company, at a price of
$1.30 per share of Common Stock. The total subscription amount paid by Yakuodo Co., Ltd. was approximately $869,414. Yakuodo Co.,
Ltd. is not considered a related party to the Company.

 The
proceeds from the sale of shares went to the Company to be used as working capital.

 On or about March 29, 2022, we sold 133,779 shares of restricted Common Stock to Hidemi Arasaki, a Japanese Citizen, at a price of $1.30
per share of Common Stock. The total subscription amount paid by Hidemi Arasaki was approximately $173,913. Hidemi Arasaki is not a related
party to the Company.

 The
proceeds from the sale of shares went to the Company to be used as working capital.

 On
or about April 5, 2022, we sold 91,000 shares of restricted Common Stock to Interwoos Co., Ltd., a Japanese Company, at a price of $0.90
per share of Common Stock. The total subscription amount paid by Interwoos Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not a related party
to the Company.

 The
proceeds from the sale of shares went to the Company to be used as working capital.

 The
aforementioned sales of shares detailed above were conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation
S"). The sales of shares were made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant
to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.

 On
or about July 20, 2021 we had acquired 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc., a Nevada Company, from CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS").

 On
or about July 1, 2022, we sold the 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc., a Nevada Company ("DRFS"),
to White Knight Co., Ltd., a Japan Company ("WK"), at a price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The
Share Purchase Agreement"). White Knight Co., Ltd. is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. White
Knight Co., Ltd. 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 us no longer having an equity position in DRFS and with WK becoming
the largest controlling shareholder of DRFS.

 We
intend to use the proceeds from the aforementioned sale for working capital.

 The
Board of Directors of NXMH, WK, and DRFS unanimously approved the above transaction.

 The
aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The
sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to
offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.

 On
July 12, 2022, Mr. Ryo Shirai resigned as the Company's Chairman of the Board of Directors and as a Director. Mr. Shirai's resignations
are a result of personal health issues. The resignations of Mr. Ryo Shirai were not the result of any disagreement with the Company on
any matter relating to its operations, policies, or practices.

 The Company's Board of Directors is now only comprised of two members.

 Our
Subsidiaries

 Currently,
we have five subsidiaries. Each of our subsidiaries furthers our business agenda by acting as regional hubs through which we may operate
in various strategically chosen geographic locations.

 On
or about September 17, 2021, we incorporated NextMeats France, a French Company.

 On
December 16, 2021, we acquired Next Meats Co., Ltd., a Japan Company.

 On
or about February 7, 2022, we incorporated Next Meats USA, Inc., a California Company.

 On
or about February 8, 2022, we incorporated Next Meats HK Co. Limited, a Hong Kong Company.

 On
or about March 2, 2022, we incorporated Next Meats (S) Pte. Ltd., a Singapore Company.

 -
 2 -

 Business Information

 We share the same business plan as that of our subsidiaries and
we also act as a holding company for our subsidiaries. Through Next Meats Co., Ltd., Next Meats USA, Inc., Next Meats HK Co.
Limited, Next Meats (S) Pte. Ltd., and NextMeats France, we develop and sell, primarily, alternative meat products, with ingredients
derived from predominantly, plant based materials. For the purposes of the foregoing business plan, all references to "Next
Meats", Next Meats Co., Ltd.", "NextMeats France", "Next Meats USA", "Next Meats
HK", "Next Meats (S) Pte. Ltd.", or "the Company", refer collectively to Next Meats Holdings, Inc.,
and its subsidiaries, unless otherwise noted.

 Our products are sold in Japan, and the United States, and we have intentions to sell products in Hong Kong in the future, as of our fiscal
year end April 30, 2022. At this time, given our early stages of development, and our current level of operations, we believe we have
not captured a material market share of the industry in which we operate. We cannot state with any level of certainty the exact size of
the market in which we operate, however, according to Fortune Business Insights in 2021 the global meat substitutes market was 5.41 billion
dollars (

 Our mission, or philosophy, is that "We Won't Let Earth
End". Next Meats works to provide a solution to the climate crisis and food insecurity problems by distributing, what we believe
to be, delicious alternative-meat products rooted in Japanese cuisine, worldwide. Next Meats is a food-tech venture founded in Tokyo,
by people passionate about delivering a better future for our children. We strive to create tasty alternatives to your favorite dishes,
without the same environmental impact of using meat. We believe in a more ecologically sustainable future for every person.

 At present, our principal focus is on the creation of plant-based
food products to replace traditional animal products, while retaining the taste and texture of the original.

 At Next Meats, safety and quality are our top priorities. Many people
imagine chemical additives when they hear the word "alternative meat", but it is our intent to only use the minimum, necessary
ingredients, and keep additives at a minimum or as a last option. We combine vegetable proteins such as soybeans and peas and mold them
with heat and pressure to create a unique texture and flavor. We produce our products only in certified food factories. To ensure that
our products are safe, we produce them in clean food factories certified by the Japan Food Safety Management Association (JFS), HALAL,
etc., for thorough quality control. We are also exporting more and more of our products overseas as time progresses, and we believe part
of the reason is that our products are highly valued for their quality and "Made in Japan" taste.

 Below, pictured on the right, is the active production of one of several
of our product offerings, NEXT Yakiniku, a meat alternative to skirt steak. Pictured on the left is our NEXT Yakiniku once cooked and
prepared for consumption.

 While we maintain rigorous safety and cleanliness standards for
the factories that produce Next Meats products, it should be noted that we do not, at this time, directly manufacture any of our
products. Some of our products are manufactured utilizing the facilities of Mama Foods Co., Ltd., while in other instances we
use, and may continue to utilize, facilities of third party strategic partners to manufacture certain products (for example, the
Next Patty is manufactured by one of these third parties). In the future, we may seek to manufacture our products internally, but at
this time we have no plans to do so. We intend to maintain ongoing relationships and agreements with local manufacturers for as long
as they remain certified by JFS, HALAL, etc. and meet our rigorous safety and cleanliness standards. From time to time we send out
staff members into the facilities that manufacturer our products for ongoing inspections and observation.

 - 3 -

 Currently Available Products

 The
following list of products is not comprehensive, but it is a showcase of some of our most popular items:

 1.

 NEXT Burger 2.1- The NEXT Burger is a meat (plant-based) patty made by combining the proteins of peas and soybeans. In comparison to regular burgers, we believe the NEXT Burger to be very gentle on the body while retaining the taste of a traditional burger patty.

 2.

 NEXT Gyudon- Gyudon, also known as a beef bowl, is a Japanese dish traditionally consisting of a bowl of rice topped with beef and onion simmered in a mildly sweet sauce flavored with dashi, soy sauce and mirin. The NEXT Gyudon is made from processed soybeans and natural seasonings, without using any animal ingredients and without adding chemical seasonings. The cholesterol in this product is almost zero and we believe it to be a far healthier option than a typical gyudon, while retaining all the flavor.

 3.

 NEXT Yakiniku- The world's first plant-based Yakiniku barbecue meats have two types, the Short-rib, and the Skirt-steak. Both are:

 - Free of artificial additives

 - High in protein

 - No Cholesterol

 - Uses Non-GMO soy

 - Low in saturated fat

 The textures slightly vary but they both have a non-intrusive,
lightly sweet and savory flavor which makes it extremely versatile. The NEXT Yakinikus are excellent grilled and "topped on rice"
or in a stir fry, or in tacos, and in an endless possibility of dishes.

 4.

 NEXT Chicken- The NEXT Chicken replicates the texture of chicken and is available in both original garlic herb roast as well as chicken tandoori flavors. Compared to chicken thighs, NEXT chicken has 1.1 times more protein (33.12g per pack), about 1/5 of fat (5.4g per pack), and does not contain cholesterol. It is made of 100% vegetable content, and is an ideal vegan alternative to chicken.

 5.

 NEXT Egg- The NEXT EGG is 100% plant based and is expected to procure the needs of the vegan population and people with egg allergies, who have, until now, had almost no commercial vegan egg options to choose from.

 6.

 NEXT Tuna- The NEXT Tuna is 100% botanical and low in fat cholesterol. It is available in a can
 and there is no need to drain oil or water. We believe it is ideal for hand-rolled sushi and pasta, as well as being placed on a
 salad or sandwiched with mayonnaise. In addition, since it can be stored at room temperature for a long period of time (2 years
 after manufacture date), it can be used as an emergency food, given its long shelf life.

 6.

 NEXT Milk- The NEXT Milk is a 100% plant based milk made with only germinated oats, and fresh
 water. There are no preservatives, artificial flavoring, vegetable oils or salt, in order to provide only the rich flavor of oats
 and nutrients. With a hint of natural sweetness, NEXT Milk is ideal to adding to coffee or for cooking as well.

 A full list of our currently available products can be viewed
at:

 The vegetable protein for the Next Yakiniku is formed in a twin-screw
extruder, then dried, boiled, fried, and seasoned. Finally, it is heat sterilized and frozen. The Next Burger and Next Gyudon and Next
Chicken also use processed soy that comes out the extruder but they are cooked differently afterwards.

 The main ingredient for all products is soybeans, and different varieties
of soybeans and production areas are used for different products to give them varying textures and colors. The products are all sold frozen
with the exception of the canned Next Gyudon, and they are all classified as "processed soy products". In some stores, depending
on the results of the bacteria count test, the product can be sold in the chilled zone in the fridge (5).

 Other than the main ingredient, soybeans, the other part of the product
is the seasoning, such as yakiniku sauce, beef bowl sauce, and herb seasoning for chicken.

 The below is included to provide a visual of some our current product
offerings detailed above.

 Trademarks

 We have obtained trademarks within Japan for the names of our existing
products. Any proposed or future products are also trademarked, or will likely be trademarked, within Japan or are pending receipt of
such trademark rights within Japan. In Taiwan we have also trademarked our 'NEXT Yakiniku' product. Additionally, our name,
'Next Meats' is trademarked in the United States, Japan, China, and Taiwan.

 Information relating to our trademarks as of September 29, 2022 is below:

 Register Number

 Trade Mark

 Company Name

 Filing date

 Registration Date

 Expiration Date

 Japanese language

 6602089

 §

,,

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 6/2/2021

 8/17/2022

 8/17/2032

 ( 2021-067943)

 6570170

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 1/12/2022

 6/10/2022

 8/17/2032

 ( 2022-002532)

 6547408

,

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 7/13/2021

 4/21/2022

 4/21/2032

 ( 2021-087686)

 6544846

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 11/4/2021

 4/14/2022

 4/14/2032

 ( 2021-137491)

 6536701

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 9/30/2021

 3/29/2022

 3/29/2032

 ( 2021-121812)

 6527704

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 10/1/2021

 3/14/2022

 3/14/2032

 ( 2021-122403)

 6519269

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 9/14/2021

 2/25/2022

 2/25/2032

 ( 2021-114486)

 6518774

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 5/19/2021

 2/25/2022

 2/25/2032

 ( 2021-060854)

 6512991

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 8/23/2021

 2/14/2022

 2/14/2032

 ( 2021-104630)

 6511423

,

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 8/23/2021

 2/9/2022

 2/9/2032

 ( 2021-104629)

 6511377

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 8/5/2021

 2/9/2022

 2/9/2032

 ( 2021-097811)

 6502505

,

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 7/27/2021

 1/20/2022

 1/20/2032

 ( 2021-093128)

 6491298

,

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 6/29/2021

 12/23/2021

 12/23/2031

 ( 2021-080947)

 6491297

,

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 6/29/2021

 12/23/2021

 12/23/2031

 ( 2021-080946)

 6491289

,

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 6/28/2021

 12/23/2021

 12/23/2031

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 ( 2021-018660)

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 ( 2021-075370)

 6464975

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 ( 2020-065811)

 Future Products

 Development of new products is ongoing, and in some instances may
not be to the point where we can publicly announce our plans. We continually strive to create and sell new products, and we anticipate
our product line will continue to expand and diversify in 2023 and the years to follow as our business expands and grows.

 Distribution

 At present, we distribute our products through several wholesale companies,
while also selling directly through our website. The USA version of our website can be viewed at the following link:
We have accounts with Kokubu and NIPPON ACCESS, two of the largest food wholesalers in Japan, and they distribute our products to restaurants
and supermarkets throughout the country.

 - 4 -

 We have been, or will be, distributing our products in various
countries through the efforts of our subsidiaries. Namely, Next Meats USA, Inc., Next Meats HK Co. Limited, Next Meats (S) Pte.
Ltd., and NextMeats France will spearhead distribution of our products in the United States, China, Singapore, and France
respectively. These strategically incorporated subsidiaries will also allow us to create regional hubs in these countries, through
which, in the future, we may launch further expansion efforts into surrounding countries.

 As a result of our wholesale and distribution channels mentioned
above, Next Meats products are widely distributed in supermarkets and restaurant chains as an alternative meat brand. Notably, several
of our food products can be found in Wayback Burgers' Japanese Restaurant locations. These Wayback Burgers locations are owned
and controlled by WB Burgers Asia, Inc. Koichi Ishizuka is the sole officer, director, and controlling shareholder of WB Burgers Asia,
Inc.

 Below are some of the various supermarkets and restaurants (this
is not a full list) that our products can be found in.

 Additionally, in Taiwan and Vietnam there are individuals
(they are not employees, but they are business associates of our officers and directors) who act as local distributors and sell our products
to distributors/retailers in each country, respectively. In Vietnam and Taiwan, we sell the TVP (Textured Vegetable Protein) from Japan
and conduct the final processing of our products locally. Further, in both Vietnam and Taiwan, the final processing is done at partner
factories. In the future, we plan to establish official subsidiaries for each of these countries and transfer business operations directly
to them. To date, we have incorporated subsidiaries in Japan, the USA, Hong Kong, Singapore, and France, with future expansion efforts
in development. At present we sell our products in Japan and the United States.

 Pictured below is one of our scientists on staff developing and producing
one of our various alternative meats products using the TVP method described above.

 As part of our forward-looking plans, we are in the process of establishing
additional global branches in China, India, Italy, Spain, and Russia.

 Marketing Strategy

 At present, our marketing plan is comprised of daily
posts and releases through various social networking platforms, SNS messaging, and we have also appeared at events throughout Japan,
distributed press releases, and attempted to have our company featured on various news media. Whenever we release a new product, we also
release an official press release and/or we hold a press conference in Japan. We have also created a television commercial, which can
be viewed on our website. The commercial was originally created in Japanese, and has only aired on television in Japan thus far, but
has also been translated into English and Chinese. It was, and is, our belief that creating and running a television commercial would
help to differentiate us from many other startups who do not reach out to the general public through this medium. As our operations progress,
our marketing initiatives will remain ongoing and we will continually seek to identify and explore new methods of increasing consumers'
awareness of our products.

 Collaborative Efforts

 On December 11, 2020, Next Meats Co., Ltd. entered into a Joint Development
Agreement with Euglena Co., Ltd. with the intent to jointly develop artificial meat products containing Euglena. To date, this has resulted
in the creation of "Next Yakiniku Euglena EX" which integrates the microalgae euglena into our Next Yakiniku product. We
are currently working on developing a burger patty alongside Euglena Co., Ltd.

 On December 28, 2020, Next Meats Co., Ltd. entered into a Memorandum of
Understanding with Toyota Tsusho Corporation to agree to consider this partnership with the aim of taking measures to make a new food
culture permeate society and contribute to the achievement of SDGs (Sustainable Development Goals), by making use of each companies'
strengths in forming an ecosystem that expands the Japanese and overseas plant meat market and reinforces its value chain. Thus far, this
has resulted in introductions to new retailers, assistance with our exporting plans to China (including introductions to factories in
China), as well as the development of the "Menchikatsu" cutlet product which was released recently.

 On May 5, 2021, Next Meats Co., Ltd. entered into a Joint Research Agreement
with Nagaoka University of Technology. The research pertains to regulatory mechanisms of iron-binding protein gene expression in leguminosae
plants. Leguminosae plants possess a gene that encodes iron-binding protein, but this gene is not expressed in the seeds, so plant-based
meat made using seeds from leguminosae plants, like soybean, lack iron-binding proteins when compared to animal meats. One solution to
this problem is the production of cultivars wherein iron-binding protein genes are expressed within the seeds; the elucidation and usage
of epigenetic control mechanisms will be effective in modifying gene expression. Therefore, we will conduct fundamental research on the
development of plant variant that can produce seeds that contain high levels of iron-binding protein through the usage of the plant epigenetics
technology at the Nagaoka University of Technology.

 On October 11, 2021, we, through our now wholly owned subsidiary Next Meats
Co., Ltd., entered into and consummated a "Collaboration Agreement" with Dr. Foods Co., Ltd., a Japan company and wholly owned
subsidiary of Dr. Foods, Inc., a Nevada Company, that shares common management with the Company, to co-develop new food products and subsequently
offer them for sale. Dr. Foods Co., Ltd. operates in the "plant-based food" industry. It currently offers, and plans to continue
to offer, amongst other things, artificial foie gras made from meat substitutes, and intends to offer, in the future, a diverse range
of microalgae-based foods.

 The Collaboration Agreement with Dr. Foods, Inc. 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.

 - 5 -

 On March 17, 2022, Next Meats Co., Ltd, a
subsidiary of Next Meats Holdings, Inc. has agreed to conclude a business alliance agreement with Yakuodo Co., a subsidiary of
Yakuodo Holdings, Inc. and as a part of this alliance, Yakuodo has agreed to purchase certain shares of Next Meats Holdings, Inc.,
to strengthen the relationship between the two companies. Moving forward, the two companies will consider the following
possibilities for collaboration with a particular focus on utilization of data owned by Yakuodo, product development utilizing
Yakuodo's employee assets, and improvement of logistics efficiency. All such future plans have not been outlined with
any further specificity at this time.

 At this time, some of Next Meats' products
are manufactured at facilities owned by Mama Foods Co., Ltd. ("Mama Foods"), a Japan Company. Mama Foods is owned and controlled,
at this time, by White Knight Co., Ltd., which in turn is owned and controlled by our Chief Executive Officer, Koichi Ishizuka.

 Occasionally, we may procure raw materials from Japanese suppliers
for our products and sell these raw materials to Mama Foods Co., Ltd. Subsequently, Mama Foods Co., Ltd., after turning these raw materials
into finished products, may sell these finished products back to us. At this time, we do not sell raw materials to any of our manufacturers
with the exception of Mama Foods Co., Ltd.

 Future Plans

 We anticipate that continued development of new products will be an
ongoing process. Simultaneously, we are focused on expanding our sales distribution channels, and issuing pertinent press releases
while conducting media interviews. We are in the process of developing our subsidiaries which includes, in some cases, the
preparation of specialized domestic products (which we are not yet ready to announce). Increasing production, and local distribution
via our subsidiaries, will be a developing process going into the future, and we cannot forecast with any level of specificity, at
this time, when such plans will be realized.

 During 2023, we intend to begin the process of listing on the NASDAQ if
our financial situation is conducive to such an effort. Further, we intend to increase
our mass media exposure and have tentative plans to begin placing OOH (Out of Home) advertisements in strategic locations throughout Japan.
In 2023 and beyond we tentatively intend to increase our overseas media and event exposure, but such efforts are speculative at present.

 Government Regulations

 The below does not extensively detail every law and
regulation to which the Company may be subject to, but rather provides an overview of the kind of food safety standards to which our product(s)
will be held.

 Japan

 The main law that governs food quality and integrity
in Japan is the Food Sanitation Act ("FSA") and the law that comprehensively governs food labeling regulation is the Food Labeling
Act.

 The FSA regulates food quality and integrity by:

 - Establishing standards and specifications for
food, additives, apparatus, and food containers and packaging;

 - Providing for inspection to see whether the
established standards are met;

 - Providing for hygiene management in the manufacture
and sale of food; and

 - Requiring food businesses to be licensed.

 Under the FSA, additives and foods containing
additives must not be sold, or be produced, imported, processed, used, stored, or displayed for marketing purposes unless the Minister
of Health, Labour and Welfare ("MHLW") has declared them as having no risk to human health after seeking the views of the Pharmaceutical
Affairs and Food Sanitation Council ("PAFSC"). In addition, it is not permissible to add any processing aids, vitamins, minerals,
novel foods or nutritive substances to food unless they have been expressly declared by the MHLW as having no risk to human health.

 The MHLW may establish specifications for methods
of producing, processing, using, cooking, or preserving food or additives to be served to the public for marketing purposes ("Specifications"),
or may establish standards for food ingredients or additives to be served to the public for marketing purposes ("Standards")
pursuant to the FSA. Accordingly, where substances are allowed to be added to food, they may only be used within the limits expressly
set by the Specifications and Standards.

 United States

 Importing and selling food products in the United States involves
adherence to a comprehensive set of rules and regulations to ensure the safety and quality of the products reaching consumers. The primary
regulatory body overseeing this process is the U.S. Food and Drug Administration (FDA). The FDA is responsible for enforcing laws and
regulations that govern the safety and labeling of food products.

 One critical aspect is the Food Safety Modernization Act (FSMA),
enacted to prevent foodborne illnesses and enhance the safety of the U.S. food supply chain. FSMA mandates that importers implement risk-based
preventive controls, conduct foreign supplier verification programs, and adhere to new standards for food facilities. Importers are required
to ensure that the foreign suppliers they work with meet these safety standards.

 In addition to FSMA, labeling regulations play a crucial role.
The FDA has specific requirements for food labeling, covering aspects such as nutrition facts, ingredient declarations, allergen information,
and health claims. Importers must ensure that the labels on their food products comply with these regulations to provide consumers with
accurate and transparent information.

 Customs and Border Protection (CBP) is another key player
in the import process. Importers must submit accurate and complete information through the Automated Commercial Environment (ACE) system,
including details about the food products, their origin, and compliance with FDA regulations. CBP works in conjunction with the FDA to
conduct inspections and enforce import requirements.

 Licenses/ Approvals

 The Company does not believe it's required
to obtain any licenses or approvals to market and sell its products in the United States or Japan. However, it is imperative to recognize
that manufacturers of the products we distribute in these jurisdictions may indeed necessitate specific licenses and approvals as noted
above. These could include FDA approval and adherence to appropriate food labeling requirements in accordance with local laws and regulations.
Our exclusive focus lies in the importation and resale of food products manufactured by third parties.

 Our Facilities

 At present, our sole facilities are our research lab in Nagaoka,
Niigata, which opened in February of 2021 and our Tokyo offices, both of which are rented by Next Meats Co., Ltd. from an unrelated
third party at a price of 84,000 JPY per month and 426,662 JPY per month, respectively. Our Nagaoka Research Lab is solely used for research
activities and does not include a "production line". The lab is 75 square meters in size and has seven employees. The
research conducted here is led by Doctors of microbiology, life sciences, and engineering. Our recent research topics include: the
incorporation of microorganisms in raw materials and/or end products, fermentation technology, the use of epigenetics on raw
materials, research on new varieties of plants, and research on machinery used in the manufacturing process.

 We had previously developed plans to construct our own NEXT
factory dedicated to alternative protein/product development. It was to include sustainable technologies and DX Systems (HVAC air
conditioning unit). However, during this fiscal year, we have determined to put such plans on indefinite hiatus given
management's belief that such an endeavor would result in a large capital expenditure. Management believes it can fulfill
its current and anticipated future levels of production with current manufacturers.

 Employees

 At present, Next Meats Holdings, Inc. has two employees, solely
comprised of our officers and Directors. Next Meats Co., Ltd. has twenty two employees, twenty of which are full time employees and
two are part time employees. Non executive employees of Next Meats Co., Ltd. who are full time employees receive, in addition to
their salaries, social insurance in Japan. Social insurance is comprised of Pension, Health, Unemployment and Worker's Accident
Compensation. The remainder of our subsidiaries do not have employees, with the exception of their officers and directors, and
such executive members do not receive any benefits at this time.

 Competition

 The alternative meat industry is highly competitive, with a major
market share held by prominent companies, such as Beyond Meat, a Los Angeles-based producer of plant-based meat substitutes. In 2019,
Beyond Meat, which manufactures the plant-based Beyond Burger, went public at a valuation of almost $1.5B. Beyond Meat began offering
direct-to-consumer (D2C) sales in August 2020 and announced partnerships with Yum! Brands and McDonald's in 2021.

 In Japan, there are also several prominent alternative-meat companies
which we consider to be our direct competitors including, but not necessarily limited to, Marukome Co., Ltd., Maisen Fine Foods Co., and
Kabaya Foods Corporation. Marukome Co., Ltd, one of Japan's oldest and top miso paste producers, launched their Daizu Labo (Soybean
Laboratories) brand, which features over 30 soy-based substitutes for animal products, eight advertised as 'meat' (ready to
eat, dried, and frozen). Maisen Fine Foods Co., gradually expanded its business from organic brown rice to rice-based and allergy-friendly
food products. In 2016, they launched a series of gluten-free soybean and rice-based meat products. Kabaya Foods Corporation, a confectionery
company founded in 1946, launched a soy-based jerky in 2018 with the slogan "a new era of snack is coming."

 Despite these, and other, competitors, we believe that we have significant
competitive strengths which poise Next Meats to become a prominent market participant in the alternative food industry going forward.
These strengths include, but are not limited to, our opinion that the alternate meat product(s) we offer taste similar to and retain
the same textures as genuine meat products, while other products on the market may not retain such qualities. Additionally, we believe
that our available products are a healthier option than various other food products on the market. Therefore, we believe that social
trends toward a healthier lifestyle may, in our opinion, contribute to gaining market share more easily than our competitors who offer
less healthy alternatives.

 Our principal executive offices are located at 3F
1-16-13 Ebisu Minami Shibuya-ku, Tokyo Japan.

 The
Company has elected April 30th as its year end.

 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.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 2. Properties.

 At present, our primary facilities are our research lab in Nagaoka,
Niigata, which opened in February of 2021 and our Tokyo offices. Our Nagaoka Research Lab is solely used for research activities and
does not include a "production line". The lab is 75 square meters in size and currently has approximately seven employees.
The research conducted here is led by Doctors of microbiology, life sciences, and engineering. Our recent research topics include: the
incorporation of microorganisms in raw materials and/or end products, fermentation technology, the use of epigenetics on raw materials,
research on new varieties of plants, and research on machinery used in the manufacturing process.

 Both our research lab in Nagaoka, Niigata and our office space in
Tokyo, are rented from unrelated third parties. We rent our research lab in Nagaoka, Niigata at a rate of 84,000 JPY per month (approximately
$614). Our Tokyo offices are rented at a rate of 426,662 JPY (approximately $3,118).

 Our subsidiaries also rent office space on a need be basis to hold
inventory, and perform daily operative tasks.

 At present, we do not own any physical properties.

 We previously mentioned, in prior filings,
that we had plans to develop our own "NEXT factory" dedicated to alternative protein/product development. Such plans
have been put on indefinite hiatus given management's belief that such an endeavor would result in a large capital
expenditure, and since management believes it can fulfill its current and anticipated future levels of production with current
manufacturers.

 As part of our plans to construct the NEXT
Factory, we had purchased a plot of land, which has was cleared for construction, in Nagaoka City. Our plans for the construction of
the NEXT Factory have now been placed on indefinite hiatus as mentioned, and consequently we will be seeking to sell this land back to
Nagaoka City, but there can be no assurances that we will do so on terms that we deem to be favorable.

 No physical construction of the NEXT factory have
occurred and plans were primarily constrained to drawings, planning, etc.

 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.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 - 6 -

 Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our common stock was quoted on the
over-the-counter market (the "OTC Markets") in the Pink Open Market (the "Pink Market") under the
symbol "NXMH". Give our delinquent SEC Reporting status, we have recently been demoted by the OTC Markets to the
"Expert Market" tier.

 Quotations in Expert Market securities are restricted from public viewing.

 We anticipate that we will resume trading on the Pink Open Market when we are current in our
SEC reporting obligations once again.

 There is currently a limited trading market in the Company's shares of 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 OTC Markets Group Inc. 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., formerly known as Turnkey
Solutions, Inc., was incorporated on April 15, 2020 in the State of Nevada. Prior to the reorganization it participated in, effective
October 28, 2020, it was not quoted on any marketplace or exchange.

 *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

 April
 30, 2022

 $1.85

 $0.76

 January
 31, 2022

 $3.57

 $0.87

 October
 31, 2021

 $6.00

 $2.00

 July
 31, 2021

 $8.47

 $2.30

 April 30, 2021

 $13.00

 $3.80

 January 31, 2021

 $14.50

 $0.015

 October 31, 2020 (1)

 $0.199

 $0.01

 (1)

 Data for period begins on October 28, 2020.

 Holders

 As
of September 29, 2022, the Company has 502,255,600 shares of common stock, $0.001 par
value, issued and outstanding and no shares of preferred stock issued and outstanding.

 As
of September 29, 2022, we have approximately 83 shareholders of record of our common stock. This is inclusive of Cede and Co., which
is deemed to be one shareholder of record. For further clarification, Cede & Co. is currently defined by the "NASDAQ",
as "a Nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and
institutions in order to expedite the sale and transfer of stock."

 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

 On January 28, 2021, 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 restricted common stock to Next Meats Co., Ltd. The shares
were issued for services rendered to the Company.

 On or about December 29, 2021, we sold 270,929 shares of restricted Common
Stock to Demic Co., Ltd., a Japanese Company, at a price of $2.00 per share of Common Stock. The total subscription amount paid by Demic
Co., Ltd. was approximately $541,858. Demic Co., Ltd. is not considered a related party to the Company.

 On or about December 29, 2021, we sold 882,257 shares of restricted Common
Stock to Kiyoshi Kobayashi, a Japanese Citizen, at a price of $2.00 per share of Common Stock. The total subscription amount paid by Kiyoshi
Kobayashi was approximately $1,764,513. Kiyoshi Kobayashi is not considered a related party to the Company.

 On or about February 4, 2022, we sold 208,855 shares of restricted Common
Stock to Daisuke Kuroika, a Japanese Citizen, at a price of $2.10 per share of Common Stock. The total subscription amount paid by Daisuke
Kuroika was approximately $438,596. Daisuke Kuroika is not considered a related party to the Company.

 On or about March 7, 2022, we sold 668,780 shares of restricted Common
Stock to Yakuodo Co., Ltd., a Japanese Company, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Yakuodo
Co., Ltd. was approximately $869,414. Yakuodo Co., Ltd. is not considered a related party to the Company.

 On or about March 29, 2022, we sold 133,779 shares of restricted Common
Stock to Hidemi Arasaki, a Japanese Citizen, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Hidemi
Arasaki was approximately $173,913. Hidemi Arasaki is not a related party to the Company.

 On or about April 5, 2022, we sold 91,000 shares of restricted Common Stock
to Interwoos Co., Ltd., a Japanese Company, at a price of $0.90 per share of Common Stock. The total subscription amount paid by Interwoos
Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not a related party to the Company.

 The aforementioned sales of shares detailed above were conducted
pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sales of shares were made only to
non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed
selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting
on behalf of any of the foregoing.

 - 7 -

 Item 6. Selected Financial Data.

 Not applicable because the Company is a smaller reporting
company.

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

 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
and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which 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.

 Business Overview

 We share the same business plan as that of our
subsidiaries and we also act as a holding company for our subsidiaries. Through Next Meats Co., Ltd., Next Meats USA, Inc., Next
Meats HK Co. Limited, Next Meats (S) Pte. Ltd., and NextMeats France, we develop and sell, primarily, alternative meat products, with
ingredients derived from predominantly, plant based materials.

 Liquidity and Capital Resources

 As of April 30, 2022 and 2021, we had cash and
cash equivalents in the amount of $620,297 and $7,210,200, respectively. As a result of furthering our business agenda, which comes
with, what we believe to be, increased general and administrative expenses, our cash balance from the fiscal year ended April 30,
2021, has decreased significantly.

 Currently, our cash balance is not sufficient to
fund our operations and our revenues cannot cover our cost and expenses for any extended period of time. We have primarily relied upon
fundraising activities from the sale of our common stock in order to fund our business activities. We believe, and intend, to use future
revenues to fund our operating activities. However, if our revenue does not increase as we expect, then we may be forced to conduct future
fundraising activities, which may include, but are not limited to, the sale of our common stock, or capital contribution from our officers
and directors.

 If we need additional cash and cannot raise it, we
will have to adjust our operating strategy accordingly, potentially scaling back operations. We expect that we will require significant
funding going forward to fund our future operations, funds of which we do not have available at present. If our revenues do not increase
to support our required levels of funding, or if we are unable to raise additional capital from the sale(s) of our common stock, or if
management is unwilling to fund our operations, we may need to scale back operations or adjust our operating strategy.

 As of April 30, 2022, and 2021, we had total assets
of $5,728,600 and $8,485,731, respectively. We attribute the increase in total assets, to the acquisition of additional assets during
the fiscal year ended April 30, 2022.

 As of April 30, 2022, and 2021, we had total liabilities
of $853,814 and $498,865, respectively. We attribute the increase in total liabilities, to an increase in accrued expenses and other
payables.

 The construction in progress of $282,230, as of
April 30, 2022, was comprised of schematics, drawings, and other similar items of this nature as it related to our previous intent to
create what we called, the "NEXT Factory".

 - 8 -

 Revenues

 For the fiscal years ended April 30, 2022 and 2021,
we generated revenue in the amount of $6,950,236 and $398,386, respectively. For the fiscal years ended April 30, 2022 and 2021, our
cost of revenues were $5,707,788 and $301,166, respectively. For the fiscal years ended April 30, 2022 and 2021, our gross profit was
$1,242,448 and $97,220, respectively. The increase in gross profit came about as a result of increased operations and other factors,
as noted below.

 As we do not manufacture our own products, we depend
on external suppliers for manufacturing and obtaining the components that constitute our product offerings. We believe recent inflationary
pressures have negatively impacted our profit margins on sales. We believe that this is due to increased costs in producing and reselling
products, which we believe would have been lower in the absence of elevated inflation rates.

 Operating Activities

 Our focus is selling products that may be considered meat substitutes, however, we also sell other non-meat products, such as rice, which
made up a considerable amount of our revenues for the year ended April 30, 2022. The vitality of this segment of our business relies heavily on our ability to procure and resell rice at competitive price points.
Any challenges in this regard could potentially impact this facet of our operations negatively. As of the date of this report, we've
observed a notable shift in consumer preferences towards plant-based products, aligning with ethical, environmental, social, and financial
considerations. The company firmly believes that the growing awareness of these factors will lead to an increased market acceptance and
consumer demand for plant-based meat alternatives. This trend, we anticipate, will persist and strengthen in the future although we can't
state with any level of certainty this will be the case.

 Expenses

 For the year ended April 30, 2022, and April 30,
2021, our general and administrative expenses were $6,592,923 and $1,164,130, respectively. For the year ended April 30, 2022, and April
30, 2021, our depreciation expenses were $54,023 and $4,711, respectively. For the year ended April 30, 2022, and April 30, 2021, our
total operating expenses, which were comprised primarily of general and administrative expenses, were $6,646,945 and $1,164,130, respectively.
The variance in total operating expenses between periods was primarily attributable to what we believe to be increased operations, which
resulted in larger capital expenditures, during the fiscal year ended April 30, 2022 when compared to the fiscal year ended April 30,
2021.

 Net Loss

 We recorded a net loss of $5,795,980 and $1,069,894
for the years ended April 30, 2022 and 2021, respectively. The greater net loss for the year ended April 30, 2022, was the result of
significantly larger general and administrative expenses incurred during the 2022 fiscal year.

 Cash flows

 For the years ended April 30, 2022 and 2021, we had
negative cash flows from operating activities in the amount of $8,452,904 and $1,151,090, respectively. The variance in cash flows is
primarily attributable to advance payments and prepaid expenses for the fiscal year ended April 30, 2022.

 For the years ended April 30, 2022 and 2021,
we had negative cash flows from investing activities in the amount of $1,092,511 and $697,095, respectively. The variance in cash flows
is attributable to land and improvements for the fiscal year ended April 30, 2022. In regards to land improvement, as part of our plan
to construct the NEXT Factory, we purchased a plot of land, which has since been cleared for construction, in Nagaoka City. Our plans
for the construction of the NEXT Factory have now been placed on indefinite hiatus, and consequently we will be seeking to sell this
land back to Nagaoka City, but there can be no assurances that we will do so on terms that we deem to be favorable.

 For the years ended April 30, 2022 and 2021, we
had net cash provided by financing activities in the amount of $4,084,478 and $9,128,446, respectively. The variance in cash
flows is attributable to a significant stock issuance during the fiscal year ended April 30, 2021.

 The Company recorded construction in progress
of $(112,905) under "Cash Flows From Investing Activities" as a result of returned funds from contractor(s) for projects/
services the Company decided to terminate as it related to creating the "NEXT Factory".

 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.

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 recorded enough revenue to cover its operating costs. We expect our wholly-owned subsidiary, NextMeats France, to increase activity in the next fiscal quarter which we expect will produce revenue to cover at least some
operating costs. We also expect our wholly-owned subsidiary, Next Meats Japan Co. Ltd to improve its operating income in the next
fiscal quarter. However, management plans to fund some operating expenses with related party contributions to capital until there is
sufficient revenue to cover all operating expenses. 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.

 Controls
and Procedures

 We have not timely filed multiple quarterly
 and annual reports. Given we have not timely filed numerous reports, it may be reasonable
 to expect that this trend will continue.

 Our Chief Executive Officer
recognizes that the Company's controls and procedures would be substantially improved if we had an audit committee and as such
is actively seeking to remediate this issue by hiring additional staff. Such efforts are ongoing and as of the date of this
report no progress has been made.

 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.

 - 9 -

 Item 8. Financial Statements and Supplementary
Data.

 Pages

 Report
 of Independent Registered Public Accounting Firm (PCAOB FIRM ID 5041)

 F2

 Condensed
 Consolidated Balance Sheets

 F3

 Condensed
 Consolidated Statements of Operations and Comprehensive Loss

 F4

 Condensed
 Consolidated Statements of Changes in Stockholders' Equity (Deficit)

 F5

 Condensed Consolidated
 Statements of Cash Flows

 F6

 Notes to Financial Statements

 F7-F10

 - 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, 2022 and 2021, 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,
2022 and 2021, 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 applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /S/ BF Borgers CPA PC

 BF Borgers CPA PC

 We have served as the Company's auditor since 2020

 Lakewood, CO

 September 29, 2022, except for the effects on
the financial statements of the restatement described in Note 2, as to which the date is March 1, 2024

 - F2 -

 NEXT MEATS HOLDINGS, INC.

 CONDENSED CONSOLIDATED

 BALANCE SHEETS

 (AUDITED)

 (RESTATED)

 2022

 2021

 ASSETS

 Current Assets

 Cash and cash equivalents

 $

 620,297

 $

 7,210,200

 Accounts receivable

 1,288,591

 263,471

 Advance payments and prepaid expenses

 1,335,832

 38,954

 Inventories

 598,044

 249,434

 TOTAL CURRENT ASSETS

 3,842,764

 7,762,059

 Non-current assets

 Equipment, net depreciation

 $

 168,241

 $

 206,468

 Construction in progress

 282,230

 169,325

 Land and improvements

 1,093,028

 -

 Long term prepaid expenses

 2,695

 12,301

 Deferred assets

 -

 Security deposits

 151,403

 18,860

 Stock

 187,500

 316,717

 TOTAL NON-CURRENT ASSETS

 1,885,836

 723,672

 TOTAL ASSETS

 $

 $

 8,485,731

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current Liabilities

 Accrued expenses and other payables

 $

 558,361

 $

 492,357

 Due to related party

 -

 2,829

 Income tax payable

 23,841

 3,679

 TOTAL CURRENT LIABILITIES

 582,201

 498,865

 Noncurrent Liabilities

 Loans

 271,613

 -

 TOTAL LIABILITIES

 $

 853,814

 $

 498,865

 Shareholders' Equity

 Preferred stock ($ 0.001 par value, 20,000,000 shares authorized, 0 issued and outstanding as of April 30, 2022 and April 30, 2021)

 -

 -

 Common stock ($ 0.001 par value, 1,000,000,000 shares authorized, 502,255,600 and 500,000,000 shares issued and outstanding as of April 30, 2022 and April 30, 2021, respectively)

 502,256

 500,000

 Non-controlling interest

 -

 52,374

 Additional paid-in capital

 12,451,941

 8,588,958

 Accumulated deficit

 ( 6,880,384)

 ( 1,084,404)

 Accumulated other comprehensive income(loss)

 ( 1,199,027)

 TOTAL SHAREHOLDERS' EQUITY

 $

 4,874,786

 $

 7,986,866

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $

 $

 8,485,731

 The
 accompanying notes are an integral part of these audited restated condensed consolidated financial statements.

 - F3 -

 NEXT MEATS HOLDINGS,
INC.

 CONDENSED CONSOLIDATED

 STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME

 (AUDITED)

 (RESTATED)

 Year

 Ended

 2022

 Year

 Ended

 April 30, 2021

 REVENUES

 Revenues

 $

 6,950,236

 $

 398,386

 Cost of revenues

 5,707,788

 301,166

 GROSS
 PROFIT (LOSS)

 1,242,448

 97,220

 OPERATING EXPENSE

 Depreciation

 54,023

 4,711

 General and administrative expenses

 6,592,923

 1,159,640

 Total operating expenses

 6,646,945

 1,164,130

 Income (loss) from operations

 ( 5,404,498)

 ( 1,067,130)

 Other income (expense)

 Interest expense

 ( 4,201)

 -

 Other expense

 ( 9,588)

 -

 Stock loss

 ( 303,181)

 -

 Other income

 16,036

 1,017

 Total
 other income (expense)

 ( 300,935)

 1,017

 Net income (loss) before tax

 ( 5,705,432)

 ( 1,066,114)

 Income tax expense

 90,547

 3,780

 NET INCOME (LOSS)

 $

 ( 5,795,980)

 $

 ( 1,069,894)

 OTHER COMPREHENSIVE INCOME (LOSS)

 Foreign currency translation adjustment

 $

 ( 1,128,966)

 $

 TOTAL COMPREHENSIVE INCOME (LOSS)

 $

 ( 6,924,946)

 $

 ( 1,136,175)

 Income per common share

 Basic

 $

 ( 0.01)

 $

 $

 ( 0.01)

 Diluted

 $

 -

 $

 $

 -

 Weighted average common shares outstanding

 Basic

 $

 500,557,170

 $

 $

 152,260,753

 Diluted

 $

 -

 $

 $

 -

 The accompanying notes
are an integral part of these audited restated condensed consolidated financial statements.

 -
F4 -

 Table
of Contents

 NEXT
MEATS HOLDINGS, INC.

 CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 FOR
THE PERIOD APRIL 30, 2020 TO APRIL 30, 2022

 (AUDITED)

 (RESTATED)

 Common Shares

 Par Value Common Shares

 Noncontrolling Interest

 Additional Paid-in Capital

 Accumulated Other Income (Loss)

 Accumulated Deficit

 Total

 Balances, April 30, 2020

 10,000,000

 $

 10,000

 $

 -

 $

 2,885

 $

 -

 $

 ( 14,510)

 $

 ( 1,625)

 Noncontrolling interest

 -

 -

 52,374

 -

 -

 -

 52,374

 Shares cancelled and returned

 (10,000)

 ( 10,000)

 -

 10,000

 -

 -

 -

 Shares issued in reorganization

 47,647,702

 47,648

 -

 ( 47,648)

 -

 -

 -

 Shares issued for services rendered to the company

 452,352,298

 452,352

 -

 ( 452,352)

 -

 -

 -

 Expenses paid on behalf of the company and contributed as capital

 -

 -

 -

 20,070

 -

 -

 20,070

 Net loss

 -

 -

 -

 -

 -

 ( 1,069,894)

 ( 1,069,894)

 Foreign
 currency translation

 -

 -

 -

 -

 -

 Balances,
 April 30, 2021

 500,000,000

 $

 500,000

 $

 52,374

 $

 8,588,958

 $

 $

 ( 1,084,404)

 $

 7,986,866

 Noncontrolling
 interest

 -

 -

 ( 52,374)

 -

 -

 -

 ( 52,374)

 Common
 shares sold

 2,255,600

 2,256

 -

 3,867,939

 -

 -

 3,870,194

 Previously
 contributed expenses paid by company

 -

 -

 -

 ( 4,955)

 -

 -

 ( 4,955)

 Net
 loss

 -

 -

 -

 -

 -

 ( 5,795,980)

 ( 5,795,980)

 Foreign
 currency translation

 -

 -

 -

 -

 ( 1,128,966)

 -

 ( 1,128,966)

 Balances,
 April 30, 2022

 502,255,600

 $

 502,256

 $

 -

 $

 12,451,941

 $

 ( 1,199,027)

 ( 6,880,384)

 $

 4,874,786

 The
accompanying notes are an integral part of these audited restated condensed consolidated financial statements.

 -
F5 -

 NEXT MEATS HOLDINGS,
INC.

 CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS

 (AUDITED)

 (RESTATED)

 Year

 Ended

 2022

 Year

 Ended

 2021

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net income

 $

 ( 5,795,980)

 $

 ( 1,069,894)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 Depreciation and amortization

 54,023

 4,584

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 1,025,119)

 ( 265,883)

 Accrued expenses and other payables

 66,004

 490,732

 Advance payments and prepaid expenses

 ( 1,287,272)

 ( 48,844)

 Accounts payable – related party

 ( 2,829)

 2,829

 Security deposits

 ( 132,544)

 ( 18,860)

 Deferred assets

 ( 739)

 -

 Income tax payable

 20,162

 3,679

 Inventories

 ( 348,610)

 ( 249,434)

 Net cash used in operating activities

 ( 8,452,904)

 ( 1,151,090)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Cash paid for equipment

 ( 15,795)

 ( 211,053)

 Construction in progress

 ( 112,905)

 ( 169,325)

 Land and improvements

 ( 1,093,028)

 -

 Cash paid for stock

 129,217

 ( 316,717)

 Net cash used in investing activities

 ( 1,092,511)

 ( 697,095)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Expenses contributed to capital

 ( 4,955)

 20,071

 Common shares sold

 3,870,194

 -

 Loans

 271,613

 -

 Stock issuance

 ( 52,374)

 9,108,376

 Net cash provided by financing activities

 4,084,478

 9,128,446

 Net effect of exchange rate changes on cash

 $

 ( 1,128,966)

 $

 Net Change in Cash and Cash Equivalents

 ( 6,589,903)

 7,210,200

 Cash and cash equivalents - beginning of period

 7,210,200

 -

 Cash and cash equivalents - end of period

 $

 620,297

 $

 7,210,200

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 Interest paid

 $

 4,201

 $

 3,305

 Income taxes paid

 $

 -

 $

 41,884

 NON-CASH INVESTING AND FINANCING TRANSACTIONS

 $

 -

 $

 -

 The accompanying notes are an integral part of these audited restated condensed consolidated financial statements.

 - F6 -

 Note
1 - Organization and Description of Business

 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, remain
with Predecessor. The Company has abandoned the business plan of its Predecessor and resumed its former business plan of a blank check
company after completion of the Merger.

 Full details
pertaining to the Reorganization can be viewed in the Company's Form 8-K filed on October 29, 2020.

 On
November 18, 2020 our former controlling shareholder, Flint Consulting Services, LLC sold 35,000,000 shares of common stock to Next Meats
Co., Ltd a Japan Company. Collectively, the majority shareholders of Next Meats Co., Ltd are comprised of Ryo Shirai, Hideyuki Sasaki,
and Koichi Ishizuka. The Purchase Price was paid with personal funds of the majority shareholders of NMC.

 On
the same day, November 18, 2020, Paul Moody resigned from his position of Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer and Director.

 Simultaneous
to Paul Moody's resignations Ryo Shirai was appointed as our Chief Executive Officer and Director, Hideyuki Sasaki as our Chief
Operating Officer and Director, and Koichi Ishizuka as our Chief Financial Officer.

 On January
8, 2021 our majority shareholder, Next Meats Co., Ltd., a Japan Company, along with our Board of Directors, comprised of Mr. Koichi Ishizuka,
Mr. Ryo Shirai, and Mr. Hideyuki Sasaki, took action to ratify, affirm, and approve a name change of the Company from Turnkey Solutions,
Inc., to Next Meats Holdings, Inc. The Company filed a Certificate of Amendment with the Nevada Secretary of State ("NVSOS")
to enact the name change with an effective date of January 19, 2021. This was previously disclosed in the Form 8-K we filed on January
25, 2021.

 Also on
January 8, 2021, our majority shareholder Next Meats Co., Ltd., along with our Board of Directors took action to ratify, affirm, and approve
a change of the Company's ticker symbol from TKSI to NXMH.

 Pursuant
to the above, the Company carried out a FINRA corporate action. As a result of the aforementioned actions the Company's CUSIP number
was changed from 90043H102 to 65345L 100. The change in CUSIP, name change, and symbol change were posted on the FINRA daily list on January
25, 2021 with a market effective date of January 26, 2021.

 On January 28, 2021, our majority
shareholder, 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 restricted common stock to Next Meats Co., Ltd. The shares were issued for services rendered to the Company. Following this
issuance we had 500,000,000 shares of common stock issued and outstanding. On June 9, 2021 the Company entered into a "Share Cancellation
and Exchange Agreement" (referred to herein as "the Agreement") with Next Meats Co., Ltd.

 Next Meats Co., Ltd. is a Japanese
Company that 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 product offerings from Next Meats Co., Ltd. are currently
sold to various food distributors, supermarkets, and restaurant groups.

 Next Meats Co., Ltd. is referred
to herein as "NMCO", and Next Meats Holdings, Inc., is referred to herein as "the Company", and or "NXMH."
The current shareholders of Next Meats Co., Ltd. are referred to herein as "NMCO shareholders".

 Pursuant to the agreement, at the
effective time of the agreement, NXMH acquired NMCO as a wholly owned subsidiary and commensurate with this action, there was a conversion of
the NXMH Percentile Share Interest in exchange for the Company's 100% percentile share interest in NMCO. Immediately prior to the
Effective Time, (defined below) each NMCO shareholder canceled and exchanged their percentile share interest in NMCO for an equivalent
percentile share interest in NXMH pursuant to each NMCO shareholder's pro rata percentage.

 On or about
September 17, 2021, we incorporated NextMeats France, a French entity, which will act as a wholly owned subsidiary of the Company. We
intend to utilize NextMeats France to, amongst other things, operate as a reseller and distributor, in France and throughout Europe, of
food products currently offered by Next Meats Co., Ltd. There are currently no agreements in place between Next Meats Co., Ltd. and NextMeats
France, however each entity is currently under common control and shares the same management team.

 In January of
2022, we engaged counsel to incorporate Next Meats USA, Inc. on our behalf. Next Meats USA, Inc. ("NXMH USA") was incorporated
on January 18, 2022 and is a California Corporation.

 On February
7, 2022, the incorporator of Next Meats USA, Inc. was discharged of any further duties. Simultaneously, Koichi Ishizuka and Koki Terui
were appointed as Directors, and Koki Terui was appointed President, Chief Executive Officer, Secretary, Treasurer and Chief Financial
Officer.

 On February
7, 2022, NXMH USA issued 100 shares of its common stock to Next Meats Holdings, Inc., a Nevada Corporation, in exchange for $10,000. As
a result of this action, Next Meats Holdings, Inc. became the sole shareholder of NXMH USA. NXMH USA is now a wholly owned subsidiary
of Next Meats Holdings, Inc.

 Next Meats Holdings,
Inc., intends to utilize NXMH USA as a means to expand its business operations into the United States. Currently, the Company offers a
wide variety of alternative meat products and it is the Company's plan to make these products more readily available to those in
the United States via NXMH USA.

 Prior to the
issuance of shares to Next Meats Holdings, Inc., NXMH USA did not have any significant assets, or material transactions, to disclose.
The financial statements for Next Meats Holdings, Inc., for its quarter ended April 30, 2022, will be consolidated to include those of
NXMH USA.

 On or about February 8, 2022, we incorporated Next
Meats HK Co. Limited ("Next Meats HK"), a Hong Kong Company. Next Meats HK is now a wholly owned subsidiary of the Company.
The Registry Number associated with this entity in Hong Kong is 3126390.

 On or about March 2, 2022, we incorporated Next Meats
(S) Pte. Ltd. ("Next Meats Singapore"), a Singapore Company. Next Meats Singapore. is now a wholly owned subsidiary of the
Company. The Company Registration Number in Singapore is 202207295H.

 These financial
statements consolidate those of NXMH, NMCO, NextMeats France, NXMH USA, Next Meats HK, and Next Meats Singapore.

 On December 28, 2021 we filed an
amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of Common
Stock from 500,000,000 to 1,000,000,000.

 On December
28, 2021, Ryo Shirai resigned as our Chief Executive Officer and was appointed Chairman of the Board of Directors It should be noted he
was previously a Director, but on December 28, 2021 began serving as Chairman of the Board of Directors. Previously, there was no designated
Chairman of the Board of Directors.

 The resignation
of Mr. Ryo Shirai, as Chief Executive Officer, was not the result of any disagreement with the Company on any matter relating to
its operations, policies, or practices.

 On December
28, 2021, Mr. Koichi Ishizuka was appointed Chief Executive Officer of the Company.

 There is no
arrangement or understanding among the newly appointed officer, Koichi Ishizuka, or any other person, pursuant to which they were appointed
as an officer of the Company.

has elected April 30th as its year end.

 - F7 -

 Table
of Contents

 Note 2 - Restatement

 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.

 April
 30,

 Effect
 of

 Change

 As
 Previously

 Reported 2022

 Restated 2022

 BALANCE
 SHEET

 Total
 Assets

 -

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 Total
 Liabilities

 853,814

 853,814

 -

 Preferred
 Stock

 -

 -

 -

 Common
 Stock

 502,256

 502,256

 -

 Additional
 paid-in capital

 5,893,031,815

 12,451,931

 (5,880,579,874)

 Accumulated
 deficit

 (5,887,460,258)

 (6,880,374)

 5,880,579,874

 Total
 Liabilities and Stockholders' Deficit

 -

 Note
 3 - 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.

 The accompanying
unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in
the United States of America ("GAAP") and the rules of the Securities and Exchange Commission ("SEC") and should
be read in conjunction with the unaudited financial statements and notes thereto contained in the Company's most recent Annual Financial
Statements In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations
for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements,
which would substantially duplicate the disclosures contained in the unaudited financial statements for the most recent fiscal period,
as reported in the 2021 Annual Report, have been omitted.

 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 in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

 Cash
and Cash Equivalents

considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash
and cash equivalents at April 30, 2022 and April 30, 2021 were $620,297 and $7,210,200, respectively.

 Revenue
Recognition

 The Company adopted ASC 606 - Revenue from
contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine
the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when
each performance obligation is satisfied.

 Revenue for products is recognized when the
products are delivered to the customer and the customer complete the product inspection. Cash receipts for undelivered products are recorded
as deferred revenues.

 Income
Taxes

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 at April 30, 2022 and April 30, 2021.

 Basic
Earnings (Loss) Per Share

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.

does not have any potentially dilutive instruments as of April 30, 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, defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy are described below:

 - 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 April 30,
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.

 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 ", prescribes accounting and reporting standards for all share-based payment
transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares,
options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,
including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values.
That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as
the requisite service period (usually the vesting period).

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." Measurement of share-based payment transactions with non-employees is based
on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued.
 The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance
completion date.

 The
Company had no stock-based compensation plans as of April 30, 2022.

 The
Company's stock-based compensation for the periods ended April 30, 2022 and April 30, 2021 were $0 for both periods.

 Recently
Issued Accounting Pronouncements

 In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU
2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively
(collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset,
representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12
months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly
changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP)
and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially
similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended
ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows
arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02,
which includes a number of optional practical expedients that entities may elect to apply.

 We
have no assets and leases that we believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned
above.

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.

 - F8 -

 Note 4 - 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.

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.

has not recorded enough revenue to cover its operating costs. We expect our wholly-owned subsidiary, NextMeats France, to increase activity
in the next fiscal quarter which we expect will produce revenue to cover at least some operating costs. We also expect our wholly-owned
subsidiary, Next Meats Japan Co. Ltd to improve its operating income in the next fiscal quarter. However, management plans to fund some
operating expenses with related party contributions to capital until there is sufficient revenue to cover all operating expenses. 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.

 Note
5 - 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 April 30, 2022, the Company has incurred a net loss
of approximately $6,880,384 which resulted in a net operating loss for income tax purposes. The loss results in a deferred
tax asset of approximately $1,444,881 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal
valuation allowance. Given our inception on April 15, 2020, and our fiscal year end of April 30, 2022, we have completed three taxable
fiscal years.

 Potential
benefits of income tax losses are not recognized in the accounts until realization is more likely than not. In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of
the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become deductible. The Company has incurred a net operating
loss carryforward of $6,880,384 which
begins expiring in 2040. The Company has adopted ASC 740, "Accounting for Income Taxes", as of its inception. Pursuant to
ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net
operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not
it will utilize the loss carried forward in future years.

 Significant components of the Company's deferred
tax assets are as follows:

 2022

 2021

 Deferred tax asset, generated from net operating loss

 $

 1,444,881

 $

 227,725

 Valuation allowance

 (1,444,881)

 (227,725)

 $

 —

 $

 —

 The reconciliation of the
effective income tax rate to the federal statutory rate is as follows:

 Federal income tax rate 21.0%

 21.0

 %

 Increase in valuation allowance (21.0%)

 (21.0

 %)

 Effective income tax rate 0.0%

 0.0

 %

 Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 Note
6 - Commitments and Contingencies

 The
Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from
claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred
and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of April 30, 2022.

 - F9 -

 Note
7 - Stock

 On
July 20, 2021, Catapult Solutions, Inc., a Nevada Corporation ("Catapult"), entered into a Share Purchase Agreement (the "Agreement")
by and among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS"), related party White Knight Co., Ltd., ("WKC"),
and the Company, pursuant to which, on July 23, 2021, ("Closing Date"), for the purchase price of $375,000, CRS sold 10,000
shares of Catapult'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 the Company. WKC paid
consideration of $187,500 and related party, Next Meats Co., Ltd, paid the remaining $187,500 on behalf of the Company. The consummation
of the transactions contemplated by the Agreement resulted in a change in control of Catapult, with WKC and the Company becoming Catapult's
largest controlling stockholders, having approximately 80.20% combined voting control over Catapult.

 Pursuant
to the Agreement, on July 23, 2021, the former Directors of Catapult resigned their positions and, on that same date, our CFO and Director,
Mr. Koichi Ishizuka, was appointed as Catapult's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer,
and Director.

 The
purpose of the acquisition of the shares was to acquire control of Catapult, which at that time was, and on the date hereof is, a shell
company as defined in Rule 12b-2 of the Exchange Act with no operating business. The Company is exploring various business opportunities
with respect to Catapult Solutions, Inc.

 Note
8 - Accrued Expenses and other payable

 Accrued
expenses and other payables totaled $558,361 and $492,357 as of April 30, 2022 and April 30, 2021, respectively, and
consisted primarily of accrued professional fees, non-trade accounts payable to NMCO and consumption tax receipts held by NMCO and accounts
payable to NMCO, respectively.

 Note
9 - Shareholders' Equity

 Preferred
Stock

 The authorized
preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001. There were no shares issued and outstanding as
of April 30, 2022 and April 30, 2021.

 Common
Stock

 The authorized
common stock of the Company consists of 1,000,000,000 shares with a par value of $0.001. There were 502,255,600 and 500,000,000 shares
of common stock issued and outstanding as of April 30, 2022 and April 30, 2021, respectively.

 On or about December 29, 2021, we
sold 270,929 shares of restricted Common Stock to Demic Co., Ltd.., a Japanese Company, at a price of $2.00 per share of Common Stock.
The total subscription amount paid by Demic Co., Ltd. was approximately $541,858. Demic Co., Ltd is not considered a related party to
the Company.

 On or about December 29, 2021, we
sold 882,257 shares of restricted Common Stock to Kiyoshi Kobayashi, a Japanese Citizen, at a price of $2.00 per share of Common Stock.
The total subscription amount paid by Kiyoshi Kobayashi was approximately $1,764,513. Kiyoshi Kobayashi is not considered a related party
to the Company.

 On or about February 4, 2022, we
sold 208,855 shares of restricted Common Stock to Daisuke Kuroika, a Japanese Citizen, at a price of $2.10 per share of Common Stock.
The total subscription amount paid by Daisuke Kuroika was approximately $438,596. Daisuke Kuroika is not considered a related party to
the Company.

 On or about March 7, 2022, we sold
668,780 shares of restricted Common Stock to Yakuodo Co., Ltd., a Japanese Company, at a price of $1.30 per share of Common Stock. The
total subscription amount paid by Yakuodo Co., Ltd. was approximately $869,414. Yakuodo Co., Ltd. is a Japan-based holding company mainly
engaged in the retail of pharmaceuticals, cosmetics, food products, miscellaneous goods and other life related products. The Company operates
through the healthcare business, beauty care business, home care business and convenience care business.

 On or about March 29, 2022, we sold 133,779 shares of restricted Common
Stock to Hidemi Arasaki, a Japanese Citizen, at a price of $1.30 per share of Common Stock. The total subscription amount paid by Hidemi
Arasaki was approximately $173,913. Hidemi Arasaki is not a related party to the Company.

 On or about April 5, 2022, we sold 91,000 shares of restricted Common Stock
to Interwoos Co., Ltd., a Japanese Company, at a price of $0.90 per share of Common Stock. The purchase of Common Stock by Interwoos Co.,
Ltd. was authorized by its Chief Executive Officer Mr. Nobutaka Yoshii. The total subscription amount paid by Interwoos Co., Ltd. was
approximately $81,900. Interwoos Co., Ltd. is not a related party to the Company.

 The proceeds from the above sales
of shares are to be used by the Company for working capital.

 Note
10 - Related-Party Transactions

 Office
Space

 From
time to time, we may utilize the office space and equipment of our management at no cost.

 Note
11 - Subsequent Events

 On
or about July 1, 2022, we sold the 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc., a Nevada Company ("DRFS"),
to White Knight Co., Ltd., a Japan Company ("WK"), at a price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The
Share Purchase Agreement"). White Knight Co., Ltd. is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. White
Knight Co., Ltd. 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 us no longer having an equity position in DRFS and with WK becoming
the largest controlling shareholder of DRFS.

 We
intend to use the proceeds from the aforementioned sale for working capital.

 The
Board of Directors of NXMH, WK, and DRFS unanimously approved the above transaction.

 The
aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The
sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to
offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.

 On
July 12, 2022, Mr. Ryo Shirai resigned as the Company's Chairman of the Board of Directors and as a Director. Mr. Shirai's resignations
are a result of personal health issues. The resignations of Mr. Ryo Shirai were not the result of any disagreement with the Company on
any matter relating to its operations, policies, or practices.

 - F10 -

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Disclosure Controls and Procedures

 The Company has adopted and maintains disclosure
controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports
filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time
periods specified in the rules of the SEC. The Company's disclosure controls and procedures are also designed to ensure
that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.
 As required under Exchange Act Rule 13a-15, the Company's management, including the Chief Executive Officer and our
Principal Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end
of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Principal Financial Officer, both
of which are Koichi Ishizuka, concluded that the disclosure controls and procedures are ineffective.

 Our Chief
Executive Officer, Koichi Ishizuka, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report April 30, 2022 and has concluded that
(i) the Company's disclosure controls and procedures are not effective to ensure that material information relating to the
Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission,
and (ii) the Company's controls and procedures have not been designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's
management, including its principal executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.

 Management's Report on Internal Control over Financial Reporting

 The Company's management is responsible for
establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The
Company's internal control over financial reporting is designed to provide reasonable assurance to the Company's management
and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an
assessment of the Company's internal control over financial reporting based on the framework and criteria established by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment,
management concluded that, as of April 30, 2022, the Company's internal control over financial reporting is ineffective based on
those criteria.

 The Company's management, including its
Chief Executive Officer and Chief Financial Officer, Koichi Ishizuka, do not expect that the Company's disclosure controls and
procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
 Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the control. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may
not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore,
it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 The matters involving internal controls and procedures
that our Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations
of Treadway Commission were: inadequate compensating controls, lack of a majority of outside directors on board of directors, resulting
in ineffective oversight in the establishment and monitoring of required internal controls and procedures, and lack of an audit committee.

 The Company believes that the material weaknesses
are due to the Company's limited resources and limited operating history.

 Our Chief Executive Officer believes that the material
weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee
and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls
and procedures, which could result in a material misstatement in our financial statements in future periods.

 Our Chief Executive Officer recognizes that its controls
and procedures would be substantially improved if we had an audit committee and as such is actively seeking to remediate this issue by
hiring additional staff. Such efforts are ongoing and as of the date of this report no progress has been made.

 Changes in Internal Control

 There have been no changes in internal controls over the financial reporting
that occurred during the fiscal quarter ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect
our internal controls over financial reporting.

 This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company
to provide only management's report in this annual report.

 Item 9B. Other Information.

 None.

 - 10 -

 Item 10. Directors, Executive
Officers and Corporate Governance.

 Mr. Hideyuki Sasaki, Age 41 - Chief Operating Officer, Director

 Background of Mr. Hideyuki Sasaki

 Mr. Hideyuki Sasaki, age 40, was employed as an Executive
Vice President at Whitehole Limited from 2008 to 2019. From 2020, to the present date, he has served as the Co-Chief Executive Officer of
Next Meats Co., Ltd.

 The Board of Directors has determined to elect Mr.
Sasaki to the position of Chief Operating Officer due to his work acumen and industry experience.

 Mr. Koichi Ishizuka, Age 51 - Chief Executive Officer, Chief Financial Officer and Director

 Background of Mr. Koichi Ishizuka

 Mr. Koichi Ishizuka, age 51, attended the
University of Aoyama Gakuin where he received his MBA in 2004. Several years later in 2011 he graduated from the Advanced Management
Program at Harvard School of Business. Following Mr. Ishizuka's formal education, he took a position as the head of marketing
with Thomson Reuters, a mass media and information firm. Thereafter, he served as the CEO of Xinhua Finance Japan in 2006, Fate
Corporation in 2008, and LCA Holdings., Ltd in 2009. Currently, Mr. Ishizuka serves as the Chief Executive Officer of OFF Line Co.,
Ltd., Photozou Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., Zentrum Holdings, Inc., formerly known as, "Off Line
International, Inc." and OFF Line Japan Co., Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013, Photozou Co.,
Ltd since 2016, Photozou Holdings, Inc. since 2017, Photozou Koukoku Co., Ltd. since 2017, Off Line International, Inc. since 2019
and OFF Line Japan Co., Ltd. since 2018. On November 18, 2020, he was appointed as Chief Financial Officer of Next Meats Holdings,
Inc., a position he still holds today, and on December 28, 2021 he was also appointed to the position of Chief Executive Officer. On
May 7, 2021, Mr. Koichi Ishiukza was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer, and Director of Business Solutions Plus, Inc., which is now known as WB Burgers Asia, Inc. On July 30, 2021, Mr. Koichi
Ishiukza was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Dr.
Foods, Inc., formerly known as, "Catapult Solutions, Inc." On September 17, 2021, Mr. Ishizuka became a Director of Next
Meats France. On December 16, 2021, Mr. Ishizuka became the Co-Chief Executive Officer and Director of Next Meats Co., Ltd. On or
about February 7, 2022, Mr. Ishizuka became a Director of Next Meats USA. On or about March 2, 2022, Mr. Ishizuka became a Director
of Next Meats (S) Pte. Ltd. On March 21, 2022, Mr. Ishizuka became the Chief Executive Officer, Chief Financial Officer, President,
Secretary and Treasurer of Perfect Solutions Group, Inc.

 The companies mentioned above in the biographical
information for Koichi Ishizuka that are public companies are Next Meats Holdings, Inc., WB Burgers Asia, Inc., Photozou Holdings, Inc.,
Perfect Solutions Group, Inc., Dr. Foods, Inc., and Zentrum Holdings, Inc.

 The Board of Directors has determined to elect
Mr. Ishizuka to the positions of Chief Executive Officer and Chief Financial Officer due to his expansive business and industry
experience.

 As of the date of this filing, there has not been
any material plan, contract or arrangement (whether or not written) to which our officers or directors are a party in connection with
their positions at Next Meats Holdings, Inc.

 Employees

 Details as to our employees are contained herein on page 6 under the subsection titled, "Employees".

 Director's Term of Office

 Directors will hold office until the next annual
meeting of stockholders and the election and qualification of their successors. Officers are elected annually by our board of directors
and serve at the discretion of the board of directors. Presently, we have two directors, Hideyuki Sasaki and Koichi Ishizuka.

 Corporate Governance

 The Company promotes accountability for adherence
to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
that the Company files with the Securities and Exchange Commission (the "SEC") and in other public communications made by
the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted
a written code of business conduct and ethics that governs the Company's employees, officers and Directors as the Company is not
required to do so.

 In lieu of an Audit Committee, the Company's
Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the
scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company's
independent public accountants. Our officers and directors review the Company's internal accounting controls, practices and policies.

 Committees of the Board

 Our Company currently does not have nominating, compensation,
or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit
committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Directors believe
they can adequately perform the functions of such committees.

 - 11 -

 Audit Committee Financial Expert

 Our Board of Directors have determined that we do
not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(D)(5) of
Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B)
of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 Although we believe our officers and directors believe
that they are capable of understanding internal controls and procedures for financial reporting, historical failures to file required
periodic reports on time have evidenced that they have not practiced effective internal controls and procedures for financial reporting,
nor is there any guarantee that such efforts will prove more effective in the future.

 The Directors of our Company do not believe that it
is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions
of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an " audit
committee financial expert " would be overly costly and burdensome and is not warranted in our circumstances given the stage
of our development.

 Our officers and directors recognize that the
Company's controls and procedures would be substantially improved if we had an audit committee and as such is actively seeking
to remediate this issue by hiring additional staff. Such efforts are ongoing and as of the date of this report no progress has been
made.

 Involvement in Certain Legal Proceedings

 Our officers and directors have not been involved
in any of the following events during the past ten years:

 1.

 bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or

 4.

 being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 5.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 6.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 7.

 Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.

 Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Independence of Directors

 We are not required to have independent members of
our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

 Code of Ethics

 We have not adopted a formal Code of Ethics. The Board
of Directors evaluated the business of the Company, and the number of employees and determined that since the business is operated by a
small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate
ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal
Code of Ethics.

 Shareholder Proposals

 Our Company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the
stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board
of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all
candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 A shareholder who wishes to communicate with our
Board of Directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the
first page of this Registration Statement.

 - 12 -

 Item 11. Executive Compensation.

 Summary Compensation Table

 The below table includes compensation paid to any of the current or former
officers/ directors of Next Meats Holdings, Inc.

 Name and principal position (a)

 As of April 30, (b)

 Salary ($) 1 (c)

 Bonus ($) (d)

 Stock Awards ($) (e)

 Option Awards ($) (f)

 Non-equity incentive plan compensation ($) (g)

 Non-qualified deferred compensation earnings ($) (h)

 All other compensation ($) (i)

 Total ($) (j)

 Paul Moody, Former Officer
 and Director 2

 2021

 -

 -

 -

 -

 -

 -

 -

 -

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 Ryo Shirai, Former Chief
 Executive Officer and Director 3

 2021

 -

 -

 -

 -

 -

 -

 -

 -

 2022

 87,431

 -

 -

 -

 -

 -

 -

 -

 Hideyuki Sasaki, Chief Operating
 Officer and Director

 2021

 30,631

 -

 -

 -

 -

 -

 -

 -

 2022

 88,561

 -

 -

 -

 -

 -

 -

 -

 Koichi Ishizuka, Chief Executive
 Officer, Chief Financial Officer and Director

 2021

 -

 -

 -

 -

 -

 -

 -

 -

 2022

 86,855

 -

 -

 -

 -

 -

 -

 -

 The monetary compensation paid to the above parties was, in each instance, in the form of JPY. The table includes the approximate
conversion rate to USD as of the date of this report.

 2 Paul Moody resigned from his position
of Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director on November 18, 2020.

 3 On December 28, 2021, Ryo Shirai resigned
as our Chief Executive Officer and was appointed Chairman of the Board of Directors. On July 12, 2022, Mr. Ryo Shirai resigned as the
Company's Chairman of the Board of Directors and as a Director.

 Summary of Compensation

 Stock Option Grants

 We have not granted any stock options to our executive
officers since our incorporation.

 Employment Agreements

 We, Next Meats Holdings, Inc., do not have employment
or consulting agreements with any officer or director.

 Compensation Discussion and Analysis

 Director Compensation

 Our Board of Directors do not currently receive
any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to
award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted
shall be in the sole determination of the Board of Directors.

 Executive Compensation Philosophy

 Our Board of Directors determines the compensation
given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future
executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive
bonuses which are linked to our performance, as well as to the individual executive officer's performance. This package may also
include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our
long-term business strategies. Additionally, while our Board of Directors have not granted any performance base stock options to date,
the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants
would be in the best interests of the Company.

 Incentive Bonus

 The Board of Directors may grant incentive bonuses
to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are
in the Company's best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we
are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 Long-term, Stock Based Compensation

 In order to attract, retain and motivate executive
talent necessary to support the Company's long-term business strategy we may award our executive and any future executives with
long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any
immediate plans to award.

 - 13 -

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 As of the date of this report, the Company has 502,255,600 shares of common
stock issued and outstanding. which number of issued and outstanding shares of common stock have been used throughout
this report.

 The Company's mailing address is: 3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo
Japan.

 Note: If no address is present in the below table it should be assumed
that the address is the same as that for the Company.

 Name and Address of Beneficial Owner

 Shares of Common Stock Beneficially Owned

 Common Stock Voting Percentage Beneficially Owned

 Executive Officers and Directors

 Koichi Ishizuka 1

 112,345,538

 22.37%

 Hideyuki Sasaki 3

 163,088,842

 32.47%

 Current Executive Officers and Directors as a Group (2 Persons)

 275,434,380

 54.84%

 5% or greater shareholders

 White Knight Co., Ltd.

 91,415,469

 18.20%

 Ryo Shirai 2

 163,088,842

 32.47%

Koichi Ishizuka serves as our Chief Executive Officer, Chief Financial Officer, and as a member of the Board of Directors. The row
denoting ownership for Koichi Ishizuka is inclusive of his ownership in the Company via his personal holdings and that of
White Knight Co., Ltd., an entity over which Mr. Koichi Ishizuka has sole dispositive and voting authority. In his personal
name, Koichi Ishizuka owns and controls 20,930,069 shares of common stock. White Knight Co., Ltd. owns and controls 91,415,469
shares of common stock.

 2 Ryo Shirai is our former Chairman of
the Board of Directors and Director. He also previously served as our Chief Executive Officer prior to the appointment of Koichi Ishizuka as
our current Chief Executive Officer.

 3 Hideyuki Sasaki serves as our Chief
Operating Officer and as a member of the Board of Directors.

 Beneficial ownership
has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an
option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of
any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by r eason of such
acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily
reflect the person's actual voting power at any particular date.

 Item 13. Certain Relationships
and Related Transactions, and Director Independence.

 On
January 28, 2021, 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 restricted common stock to Next Meats Co., Ltd. The shares were issued for services rendered to the Company. Next
Meats Co., Ltd. is now a wholly owned subsidiary of the Company. Prior to the below transaction, Next Meats Co., Ltd. was our controlling
shareholder.

 - 14 -

 On June 9, 2021 the Company entered into a "Share Cancellation and Exchange Agreement" (referred to herein as
"the Agreement") with Next Meats Co., Ltd., a Japan Company. Pursuant to the Share Cancellation and Exchange Agreement,
effective on December 16, 2021, Next Meats Holdings, Inc. acquired Next Meats Co., Ltd. as a wholly owned subsidiary. Commensurate with
this action, there was a conversion of the Next Meats Holdings, Inc. percentile share interest in exchange for the Company's 100%
share interest in Next Meats Co., Ltd. Immediately prior to the effective time, each (now former) shareholder of Next Meats Co., Ltd.
cancelled and exchanged their percentile share interest in Next Meats Co., Ltd. for an equivalent percentile share interest in Next Meats
Holdings, Inc. at a pro rata percentage. As a result of the Share Cancellation and Exchange Agreement, we now own 100% of the issued
and outstanding shares of Next Meats Co., Ltd., which constitutes 1,000 shares of common stock.

 We believe that the aforementioned transaction(s) relating to the Share
Cancellation and Exchange Agreement described above constituted a tax-free organization pursuant to Section 368(a)(1) of the Internal
Revenue Code. Full details of the Share Cancellation and Exchange Agreement are contained within our Form 8-K filed with the Securities
and Exchange Commission on December 16, 2021.

 On
or about July 20, 2021 we had acquired 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc., a Nevada Company, from CRS Consulting,
LLC, a Wyoming Limited Liability Company ("CRS").

 On
or about July 1, 2022, we sold the 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc., a Nevada Company ("DRFS"),
to White Knight Co., Ltd., a Japan Company ("WKC"), at a price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The
Share Purchase Agreement"). White Knight Co., Ltd. is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. White
Knight Co., Ltd. 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 us no longer having an equity position in DRFS and with WKC becoming
the largest controlling shareholder of DRFS.

 We
intend to use the proceeds from the aforementioned sale for working capital.

 The
Board of Directors of NXMH, WK, and DRFS unanimously approved the above transaction.

 The
aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The
sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to
offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.

 Notable
Relationships

 Mama
Foods Co., Ltd., a Japanese Company, manufactures food products for the Next Meats Holdings, Inc., and its subsidiaries, on a need
be basis. This need be basis is arbitrarily determined by our Chief Executive Officer. As of April 30, 2022, fees paid to
Mama Foods Co., Ltd. for manufacturing goods, subsequently sold by Next Meats, was approximately
$83,111.

 White Knight Co., Ltd. currently owns and
controls Mama Foods Co., Ltd., and Dr. Foods, Inc., a Nevada Corporation, has entered into a letter of intent to acquire Mama Foods Co.,
Ltd. Koichi Ishizuka owns and controls White Knight Co., Ltd. He is also the controlling shareholder, sole officer, and director of Dr.
Foods, Inc.

 On October 11, 2021, we, through our now wholly owned subsidiary Next Meats
Co., Ltd., entered into and consummated a "Collaboration Agreement" with Dr. Foods Co., Ltd., a Japan company and wholly owned
subsidiary of Dr. Foods, Inc., a Nevada Company, that shares common management with the Company, to co-develop new food products and subsequently
offer them for sale. Dr. Foods Co., Ltd. operates in the "plant-based food" industry. It currently offers, and plans to continue
to offer, amongst other things, artificial foie gras made from meat substitutes, and intends to offer, in the future, a diverse range
of microalgae-based foods.

 The Collaboration Agreement with Dr. Foods, Inc. 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.

 Several of our food products can be found in
Wayback Burgers' Japanese Restaurant locations. These Wayback Burgers locations are owned and controlled by WB Burgers Asia,
Inc., via its wholly owned subsidiary, WB Burgers Japan Co., Ltd. Koichi Ishizuka is the sole officer, director, and controlling
shareholder of WB Burgers Asia, Inc.

 Other Info

 From
time to time, we may utilize the office space and equipment of our management at no cost. We estimate such amounts to

 be
immaterial.

 During
the twelve months ended April 30, 2021, the Company's former sole officer and director, Paul Moody, and former
related party via his prior indirect control of the Company, Jeffrey DeNunzio, paid expenses on behalf of the Company totaling
$3,425 and $2,375, respectively. These payments are considered contributions to the company with no expectation of repayment and are
posted as additional paid-in capital.

 Review, Approval and Ratification of Related Party
Transactions

 Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described
above, with our executive officers, directors and significant stockholders. We intend to establish formal policies and procedures in
the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the
review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our directors
will continue to approve any related party transaction.

 Item 14. Principal Accounting Fees and Services.

 Below is the approximate aggregate amount of fees
billed for professional services rendered by our principal
accountants with respect to our last two fiscal years.

 2022

 2021

 Audit
 fees

 BF Borgers CPA PC

 $65,700

 $8,000

 Auditor
 related fees

 -

 -

 Tax
 fees

 -

 -

 All
 other fees

 -

 -

 Total

 $65,700

 $8,000

 Audit fees represent
the professional services rendered for the audit of our annual financial statements and the review of our financial statements included
in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory
filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting
firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit
fees.

 Tax fees represent professional services rendered
by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services
provided by the accounting firm, other than the services reported for in the other categories.

 - 15 -

 Item 15. Exhibits, Financial Statement Schedules.

 (a) Financial Statements

 1. Financial statements for our company are
listed in the index under Item 8 of this document.

 2. All financial statement schedules are
omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 (b) Exhibits required
by Item 601 of Regulation S-K.

 Exhibit
 No.

 Description

 3.1
 (i)

 Certificate
 of Incorporation (1)

 3.1
 (ii)

 Certificate
 of Amendment (2)

 3.1
 (iii)

 Certificate
 of Amendment (3)

 3.1
 (iv)

 Certificate of Amendment (4)

 3.2
 (i)

 By-laws
 (1)

 3.2
 (ii)

 Amended
 By-laws (5)

 Certification
 of the Company's Principal Executive and Prinipal Financial Officer pursuant to the
 Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302
 of the Sarbanes-Oxley Act of 2002 (6)

 Certification
 of the Company's Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
 to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 ____________________

 (1)

 Filed
 as an exhibit to the Company's Registration Statement on Form 10-12G as filed with the SEC on May 8, 2020, and incorporated herein
 by this reference.

 (2)

 Filed
 as an exhibit to the Company's Form 8-K as filed with the SEC on September 21, 2020, and incorporated herein by this reference.

 (3)

 Filed
 as an exhibit to the Company's Form 8-K as filed with the SEC on January 25, 2021, and incorporated herein by this reference.

 (4)

 Filed herewith

 (5)

 Filed as an exhibit to the
 Company's Form 8-K as filed with the SEC on January 29, 2021, and incorporated herein by this
 reference.

 (6)

 Filed herewith.

 (7)

 Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 Item 16. 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 Next Meats Holdings, Inc.

 (Registrant)

 By: /s/ Koichi Ishizuka

 Name: Koichi Ishizuka

 Title: Chief Executive Officer, Chief Financial
Officer, Director

 (Principal Executive Officer, Principal
Financial Officer)

 Dated: March 1, 2024

 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.

 By: /s/ Koichi Ishizuka

 Name: Koichi Ishizuka

 Title: Chief Executive Officer, Chief Financial
Officer, Director

 (Principal Executive Officer, Principal
Financial Officer)

 Dated: March 1, 2024

 By: /s/ Hideyuki Sasaki

 Name: Hideyuki Sasaki

 Title: Chief Operating Officer, Director

 Dated: March 1, 2024

 - 16 -