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 2024-08-13

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 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 WASHINGTON, D.C.
20549

 FORM 10-K

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

 FOR
THE FISCAL YEAR ENDED March 31, 2024

 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:
 000-5627

 Japan
food tech holdings, inc.

 Formerly
known as "Dr. Foods, Inc."

 (Exact name of registrant
as specified in its charter)

 Nevada

 00-0000000

 (State or other
 jurisdiction

 of incorporation
 or organization)

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

 3F
 K's Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan

 107-0062

 (Address of Principal Executive
 Offices)

 (Zip Code)

 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, $0.0001

 N/A

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

 [ ] Yes [X] No

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

 [ ] Yes [X] No

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.

 [X] Yes
 [ ] No

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).

 [X] Yes
 [ ] No

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.

 [ ]

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

 Smaller
 reporting company

 Emerging
 growth company

 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. [ ]

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

 [ ] Yes [X] No

 As of September 29, 2023, 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 $ 3,290,088
 based on the closing price per share (or $0.24), of the registrant's common stock as
reported by OTC Markets Group Inc.

 As of August 13, 2024, there were 95,708,699
shares of the Registrant's Common Stock, par value $0.0001 per share, and 9,918 shares of the Registrant's Series Z Preferred Stock,
par value $0.0001 per share, issued and outstanding.

 - 1 -

 TABLE
OF CONTENTS

 Japan
Food Tech Holdings, INC.

 PART
 I

 PAGE

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 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-F9

 Item

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 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

 Item

 Exhibits,
 Financial Statement Schedules

 Signatures

 - 2 -

 Item
1. Business

 Corporate History

 Japan Food Tech Holdings, Inc., formerly
known as, "Dr. Foods, Inc.", and "Catapult Solutions, Inc." (referred to as "we," "us,"
"our," the "Company" and or the "Registrant"), was incorporated in the State of Nevada on February
26, 2021.

 The Company was created for the sole purpose
of participating in a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent
corporations in the reorganization were Ambient Water Corporation ("AWGI" or "Predecessor"), Catapult Solutions,
Inc. ("Successor"), and Catapult Merger Sub, Inc. ("Merger Sub"). Former management served as the sole officer
and director for each corporation involved in the reorganization.

 Catapult Solutions, Inc. issued 1,000 common
shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately
prior to the reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary
of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with
the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions,
Inc. becoming a stand-alone company.

 Pursuant to the above, on April 23, 2021,
Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021,
at 4:00 PM EST ("Effective Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger),
and Predecessor became the surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective
Time was converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.'s stock.

 On July 20, 2021, the Company entered
into a Share Purchase Agreement (the "Agreement") by and among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS"),
White Knight Co., Ltd., a Japan Company ("WKC"), and Next Meats Holdings, Inc., a Nevada Company ("NXMH"), pursuant
to which, on July 23, 2021, ("Closing Date"), CRS sold 10,000 shares of the Company's Series Z Preferred Stock, representing,
at the time, approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and
5,000 shares of Series Z Preferred Stock were transferred to NXMH. The consummation of the transactions contemplated by the Agreement
resulted in a change in control of the Company, with WKC and NXMH, becoming the Company's largest controlling stockholders at the
time of the transaction.

 As part of the change in control,
former management resigned from all positions with the Company and its board of directors. On July 23, 2021, Koichi Ishizuka was
appointed as the sole officer and director of the Company.

 On August 24, 2021, the Company changed
its name with the Nevada Secretary of State to Dr. Foods, Inc.

 On or about September
17, 2021, we incorporated Dr. Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr.
Foods Co., Ltd. to, amongst other things, act as an importer, reseller, developer, and manufacturer of various food products that we
may develop in the future.

 At this time, our wholly
subsidiary, Dr. Foods Co., Ltd. has three officers, Koichi Ishizuka, Chief Executive Officer, and two Executive Officers, Iaroslav Patuk
and Hideo Fujioka.

 On October 11, 2021, we, through our wholly
owned subsidiary Dr. Foods Co., Ltd., entered into and consummated a "Collaboration Agreement" with Next Meats Co., Ltd.,
a Japan company that shares common management with the Company, to co-develop new food products and subsequently offer them for sale.
Next Meats Co., Ltd. operates in the "alternative meat" industry. It currently offers, and plans to continue to offer, amongst
other things, artificial chicken and beef products made from meat substitutes.

 The Collaboration Agreement is for a period
of two years and may be renewed thereafter under the same terms for additional one year terms unless terminated in writing, with three
months' notice, by either party. As of the current date the Collaboration Agreement remains active.

 The above 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 was supposed to be determined in
writing by each party at the outset of collaborative efforts. To date, no specific details have been committed to writing, despite the
fact that collaborative efforts have begun. It has been verbally determined that 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 are, anticipated to be, the respective responsibility
of the party responsible for fulfilling such tasks.

 On November 3, 2021, we began trading under
the symbol DRFS. The new CUSIP number associated with our common stock, as of the market effective date of November 3, 2021, was 26140D107.

 On January 12, 2022, Japan Food Tech Holdings,
Inc., formerly known as, "Dr. Foods, Inc.," a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co.,
Ltd., a Japan Company entered into a non-definitive agreement, a "Letter of Intent", whereas it was proposed that Dr. Foods,
Inc., would acquire 100% of the controlling interest of Mama Foods Co., Ltd. from related party, White Knight Co., Ltd., in exchange
for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co., Ltd. The issuance of shares
shall be subject to the rules and limitations set forth by the Securities Act Rule 144. To proceed with the transaction the Issuer required,
and continues to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and a review of any interim periods
following the most recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward
in any capacity.

 White Knight Co., Ltd. is a Japanese entity
owned and controlled by Koichi Ishizuka.

 - 3 -

 Mama Foods, Co., Ltd. ("Mama Foods")
is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese
side dishes, from chilled foods to packed and sterilized food.

 In 2021, White Knight Co., Ltd.
acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods,
which includes additional information, can be found here: mama-foods.com/en/

 The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without
the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer.
However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly knowned as, "Dr. Foods, Inc.,"
has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial
documentation, which it has not done so to date.

 The preparation of Mama Foods Co., Ltd.'s financial records is being led by Koichi Ishizuka, who has other business commitments
and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited
knowledge themselves, to assist with this process.

 Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable
future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related
financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka
providing the necessary documentation and supporting information, which remains uncertain.

 In February of 2022, our majority shareholders
of the Company executed a resolution to ratify, affirm, and approve an amendment to our Certificate of Incorporation, increasing the
authorized shares of our Common Stock from 2,400,000,000 to 4,800,000,000. The Amendment was filed with the Nevada Secretary of State
on February 22, 2022, effective immediately upon filing.

 On or about April 7, 2022, the Company's
wholly owned subsidiary, Dr. Foods Co., Ltd., consummated a "Collaborative Research Agreement" (herein referred to as the
"CRA") with the National University Corporation Osaka University. Together with Osaka University, Dr Foods Co., Ltd. plans
to research, develop, and take other related measures to evaluate the function of lab-grown meat. Specifically, both parties will endeavor
to research the cultivation of animal cells, and evaluate the differences in functionality between livestock meat, lab-grown meat and
meat substitutes. The agreement terminates on March 31, 2025. The collaborative efforts are planned to take place at the Matsuzaki Laboratory,
located within the Department of Applied Chemistry, at the Graduate School of Engineering - Osaka University. Dr. Foods Co., Ltd. will
bear responsibility for any direct expenses related to the CRA, which are estimated to be 2,000,000 Yen (approximately $15,623 at today's
exchange rate). To date, there are no material updates to report regarding this venture as research efforts have yet to take place.

 On
or about July 1, 2022, NXMH sold 5,000 shares of Series Z Preferred Stock of DRFS, to WKC, at a price of approximately $147,624 USD (20,000,000
Japanese Yen) ("The Share Purchase Agreement"). WKC is owned and controlled by our Chief Executive Officer, Koichi Ishizuka.
WKC is deemed to be an accredited investor. The purchase of shares was made for investment purposes. The consummation of the transaction
contemplated by the Share Purchase Agreement resulted in NXMH no longer having an equity position in DRFS and with WKC becoming the largest
controlling shareholder of DRFS.

 On
July 11, 2022, DRFS dismissed its independent registered public accounting firm, BF Borgers CPA PC ("BFG") effective immediately.
This decision was approved by the Company's Board of Directors, comprised solely of Koichi Ishizuka.

 On
July 11, 2022, the Company engaged M&K CPAS, PLLC ("M&K") as its new independent registered public accountant. This
decision was approved by the Company's Board of Directors, comprised solely of Koichi Ishizuka.

 On
September 13, 2022, the Company filed a certificate of change (the "certificate") with the Nevada Secretary of State to effect
a reverse stock split (the "stock split"), whereas every 200 shares of the Company's issued and outstanding common
stock would be automatically converted into one issued and outstanding share of common stock, without any change in the par value per
share. The effective date of the certificate was September 21, 2022. Fractional shares as a result of the stock split were rounded up
to the nearest whole number. The stock split affected all shares of the Company's common stock outstanding immediately prior to
the effective time of the stock split. The authorized shares prior and following the stock split remain the same at 4,800,000,000 shares
of common stock, par value $0.0001 per share. Immediately prior to the stock split, we had 2,622,968,890 shares of common stock issued
and outstanding. Immediately following the September 21, 2022 effective date of the stock split, we had approximately 13,114,888 shares
of common stock issued and outstanding. The effective date listed on the Certificate of September 21, 2022 differs from the Market Effective
Date of the Reverse Stock Split, which was on September 28, 2022. The FINRA Daily List Announcement Date was on September 27, 2022. Our
new CUSIP number for our shares of Common Stock is 26140D206.

 On
or about October 17, 2022, we incorporated DR FOODS (S) PTE. LTD., a Singapore Private Company limited by shares. DR FOODS (S) PTE. LTD.,
which may be referred to herein as, "DRFS Singapore" is now a wholly owned subsidiary of the Company. Currently, there is
one Officer and Director of DRFS Singapore, which is Mr. Koichi Ishizuka. Any and all previous officers and directors of DRFS Singapore
are no longer with DRFS Singapore.

 The
intended business purpose of DRFS Singapore is primarily, but not limited to, further researching, developing, and, in the future, selling
food products in Singapore, some of which may be plant based or cultured meats.

 On
June 13, 2024, we filed Restated Articles of Incorporation with the Nevada Secretary of State. With this filing, we have changed our
company name from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc. Additionally, we amended the rights and privileges for holders of
Series Z Preferred Stock, amongst other updates.

 We
have initiated a FINRA corporate action to facilitate the name change to Japan Food Tech Holdings, Inc., along with a voluntary ticker
symbol change. Following the processing of the FINRA corporate action through the FINRA daily list, we intend to submit a Form 8-K incorporating
supplementary details.

 As
a result of the impending FINRA corporate action described above, the CUSIP number for our Common Stock may change. Comprehensive information
regarding any new CUSIP number will be provided in a forthcoming Current Report on Form 8-K, to be submitted to the Securities and Exchange
Commission.

 The
legal date of our name change will differ from the market release date when posted on FINRA's daily list.

 On
June 17, 2024, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director,
Koichi Ishizuka, elected to convert 82 shares of its Series Z Preferred Stock of Japan Food Tech Holdings, Inc. into a total of 82,000,000
shares of Common Stock. This conversion has been approved by the Company and its Board of Directors, and the conversion became effective
on June 17, 2024.

 For
clarity, every 1 share of Series Z Preferred Stock in the above transaction was converted into 1,000,000 shares of Common Stock, for
a total of 82,000,000 shares of Common Stock. Converting Series Z Preferred Stock into Common Stock cannot be done if it necessitates
an increase to our authorized shares. In this case, the conversion did not require an increase to the authorized shares. Following the
above conversion, and as of June 17, 2024, there were 95,708,699 shares of Common Stock and 9,918 shares of Preferred Series Z Stock
issued and outstanding.

 Currently,
we operate through Dr. Foods Co., Ltd. and DRFS Singapore and share the same business plan as that of Dr. Foods Co., Ltd. and DRFS Singapore.

 At this time, we neither
rent nor own any properties. We utilize the office space and equipment of Next Meats Co., Ltd., as well as office space of our management,
at no cost. Management estimates such amounts to be immaterial.

 The Company has elected March 31st as its
year end.

 Business Overview

 Currently,
we operate through Dr. Foods Co., Ltd. and DRFS Singapore and share the same business plan as that of Dr. Foods Co., Ltd. and DRFS Singapore.

 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.

 Our company philosophy is to "save
the next generation of 'food' through science and technology" through conducting scientific studies of the world's
foods. We believe that plant based foods will not only become increasingly popular over the course of the next century, but that they
will also help to solve, or alleviate, many of the problems created by the current meat supply chain. Some, but certainly not all, of
the negative environmental effects that have been associated with meat production are pollution through fossil fuel usage, animal methane,
effluent waste, and water and land consumption.

 - 4 -

 Our Currently Available Products

 1. Dr. Foie Gras

 Foie gras is a specialty food product made of
the liver of a duck or goose. According to French law, foie gras is defined as the liver of a duck or goose fattened by gavage (force
feeding). It is a popular and well-known delicacy in French cuisine. Its flavor is described as rich, buttery, and delicate, unlike that
of an ordinary duck or goose liver. Foie gras is sold whole or is prepared into mousse, parfait, or p t, and may also be
served as an accompaniment to another food item, such as steak. French law states that "Foie gras belongs to the protected cultural
and gastronomical heritage of France."

 Gavage-based foie gras production is controversial,
due mainly to the animal welfare concerns about force-feeding, intensive housing and husbandry, and enlarging the liver to 10 times its
usual volume. A number of countries and jurisdictions have laws against force-feeding, and the production, import or sale of foie gras;
even where it is legal, a number of retailers decline to stock it.

 Dr. Foie Gras is made from a mix of plant products
and certain spices and alcohol seasoning. Currently, the creation of Dr. Foie Gras has been completed to our satisfaction, and we are
in the midst of acquiring a patent. Specifically, this patent relates to a process of fermenting nuts or beans (or a mixture of nuts
and beans) with fungus. The application number is 2022-61974. It was filed on April 1, 2022 and is still pending review.

 This product is not a meat substitute, as it
utilizes the technology of molecular binding from vegetable proteins. As such, the animal welfare concerns associated with traditional
foie gras are circumvented in their entirety, while the taste and texture of this french delicacy are retained. We believe that this
will open up sales and distribution channels that have been closed to traditional foie gras. We believe that the demand for an alternative
to traditional foie gras, due to increased regulations, and an ethical focus on animal welfare, has never been higher.

 At the present time, Dr. Foie Gras is
manufactured by related party, Mama Foods Co., Ltd. ("Mama Foods"). The company sells the products of Mama Foods to its own
customers, and Mama Foods fulfills the orders.

 2.. Vegan Caviar- This vegan alternative to caviar
is made with Japanese 'kombu' seaweed.

 3. Cultured Caviar- We obtain cultured fish fat
from a Singapore company and we use this cultured fish fat to make cultured caviar.

 4. Vegan Truffle Butter- This product is created
through a mixture of vegan butter and Italian black summer truffles.

 Product(s) in Active Development

 All of the below products have development costs
which are paid for jointly by Mama Foods Co., Ltd. and Dr. Foods. Specifically, at this time, Mama Foods Co., Ltd. is paying for machinery
costs and for the cost of one support staff member, whereas Dr. Foods is compensating Next Meats Co., Ltd., for retaining the services
of their employees, Mr. Ido and Dr. Patuk, who are the individuals primarily responsible for development of the below products. The allocation
of product development costs have not been formally decided, and may be altered at any time.

 1. Room temperature of Vegan Foie Gras
& Vegan caviar. We believe that production of a vegan foie gras and caviar that can be stored at room temperature will be highly
beneficial when it comes to preservation of these products, however, as both of these potential products are in active development, we
do not have further information to disclose publicly at this time.

 Collaborative Development

 1. Next Kalbi Chips- We have entered into
a collaborative effort wherein we dedicate our staff, along with the staff of Mama Foods Co., Ltd., to develop and produce Next Kalbi
Chips (this is a short-rib style alternative meat product) for Next Meats Co., Ltd. Development of this products has recently concluded.
Mama Foods Co., Ltd. plans to sell the Next Kalbi Chips to Next Meats Co., Ltd., who plan to then sell the Next Kalbi Chips to their
customers.

 Although our staff is collaborating with the
development of the Next Kalbi Chips, at this point in time Dr. Foods, Inc., and its subsidiaries, do not generate any revenue, and do
not benefit in any material way, from this collaborative effort. We believe that the only circumstance in which we would benefit from
this arrangement would be if we were to acquire Mama Foods Co., Ltd. There is a risk that the audit of Mama Foods Co., Ltd. is not completed
at all, and/or that we never acquire Mama Foods Co., Ltd. Even if the acquisition of Mama Foods Co., Ltd. is completed, there is the
possibility that the terms of this acquisition, which is non-definitive at this time, may not be considered favorable for the company
and/or its shareholders.

 Other Collaborations

 On or about April 7, 2022, the Company's
wholly owned subsidiary, Dr. Foods Co., Ltd., consummated a "Collaborative Research Agreement" (herein referred to as the
"CRA") with the National University Corporation Osaka University. Together with Osaka University, Dr Foods Co., Ltd. plans
to research, develop, and take other related measures to evaluate the function of lab-grown meat. Specifically, both parties will endeavor
to research the cultivation of animal cells, and evaluate the differences in functionality between livestock meat, lab-grown meat and
meat substitutes. The agreement terminates on March 31, 2025. The collaborative efforts are planned to take place at the Matsuzaki Laboratory,
located within the Department of Applied Chemistry, at the Graduate School of Engineering - Osaka University. Dr. Foods Co., Ltd. will
bear responsibility for any direct expenses related to the CRA, which are estimated to be 2,000,000 Yen (approximately $15,623 at today's
exchange rate). To date, there are no material updates to report regarding this venture as research efforts have yet to take place.

 Suspended Product Development

 As of March 2023, we have suspended development
of microalgae foods. At this point in time, there are no plans to resume development of microalgae foods.

 Marketing Strategy

 Our marketing efforts have, thus far, been constrained
to hosting press conferences and we intend to publish press releases with any notable updates to our business activities. Any further
marketing efforts remain, at this time, under consideration and we cannot state with any level of specificity when we will conduct additional
marketing activities, or what those marketing activities may be.

 - 5 -

 Future Plans

 Given the nature of our business is highly dependent
upon the progress of our research and development of plant-based foods, it is possible that any and all plans may be either sped up,
or experience a delay, depending on the progress of our research efforts. Further, when our products begin distribution, we may find
that our plans may be materially altered, expanded, or curtailed as dictated by market forces at the time. As such, our future plans
should be read as a framework, but not a guarantee that we will carry out any or all such operations in the indicated timeline.

 At present our future plans are as follows:

 In conjunction with the expansion of our available
product line, we are also seeking to develop a sales strategy for the United States and Europe over the next fiscal year. To date, we
have worked with a distributor in the Netherlands, but we are seeking to find a consistent distributor, or distributors, who will help
us offer our products to a wider range of consumers.

 We hope that by the conclusion of this fiscal
year that we will have completed the acquisition of Mama Foods Co., Ltd., however, as previously stated, we cannot predict with any level
of certainty when the PCAOB audit of Mama Foods Co., Ltd. will conclude, and therefore we cannot predict when we may be able to complete
this acquisition. Prior to any acquisition of Mama Foods Co., Ltd., we require that Mama Foods Co., Ltd.'s last two fiscal year
ends, at minimum, be audited by a PCAOB. There is a risk that the audit of Mama Foods Co., Ltd. is not completed at all, and/or that
we never acquire Mama Foods Co., Ltd. Even if the acquisition of Mama Foods Co., Ltd. is completed, there is the possibility that the
terms of this acquisition, which is non-definitive at this time, may not be considered favorable for the company and/or its shareholders.

 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.

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

 Employees

 Currently, we, "Japan Food Tech Holdings", have only one employee, our sole officer and Director Koichi Ishizuka, who is not compensated at present for his
services. However, pursuant to an arrangement with Next Meats Co., Ltd., a Japan Corporation, Next Meats Co., Ltd. provides temporary
employees (staff) to our Company as needed to further our business agenda. Regarding this arrangement, we are billed by Next Meats Co.
Ltd. on a case by case basis depending on the amount of staff and hours allocated by each staff member to our business endeavors, primarily
consisting of research and development.

 Our wholly subsidiary, Dr.
Foods Co., Ltd. has three officers, Koichi Ishizuka, Chief Executive Officer, and two Executive Officers, Iaroslav Patuk and Hideo Fujioka. Currently,
and as of April 2023, there is one Officer and Director of DRFS Singapore, which is Mr. Koichi Ishizuka. Any and all previous officers
and directors of DRFS Singapore are no longer with DRFS Singapore.

 Competition

 The plant-based food industry is highly competitive,
with a major market share held by prominent companies, such as Impossible Foods, an American food technology company that manufactures
and develops plant-based artificial meats and dairy products with its headquarters in Redwood City, California. Their corporate value
is estimated at $10 billion and the number of stores that stock their products has gone from 150 to 20,000 over the course of one year
(as of May 4, 2021).

 Despite this, and other, competitors, we believe
that we have competitive strengths which poise Dr. Foods, Inc. to become a prominent market participant in the plant based food industry
going forward. Our wholly owned subsidiary Dr. Foods Co., Ltd., through which we operate at this time, is staffed with researchers with
high technical capabilities from all over the world, and know-how to molecularly bind and form plant proteins from powder. Additionally,
we believe that our goal to "save the next generation of 'food' through science and technology" is one that we
believe resonates with an increasingly wellness conscious population that seeks to decrease many of the environmental issues facing the
world today caused by, in what we believe is a considerable part, the existing meat market.

 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 1C. Cybersecurity.

 Cybersecurity incidents have the potential to disrupt our business operations, lead to the loss of critical and confidential information,
and damage our reputation and financial performance.

 Given our company's small size, limited staff, and minimal resources, we have not
yet developed or implemented specific cybersecurity risk management programs to safeguard the confidentiality, integrity, and availability
of our essential systems and data.

 Currently, the security of our information is managed by Koichi Ishizuka, our sole officer and director.
While Koichi believes he can maintain adequate internal security measures at this stage, there is no guarantee that this will prevent
potential breaches, disruptions to our operations, or other related issues.

 Item
2. Properties.

 At this time, we neither
rent nor own any properties. We utilize the office space and equipment of Next Meats Co., Ltd., a Japanese Company, as well as office
space of our management, at no cost. Management estimates such amounts to be immaterial.

 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 is currently quoted on the OTCQB Venture Market tier of the OTC Markets Group, Inc. under the symbol "DRFS."
There is currently a limited trading market for the Company's shares of common stock.

 Over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

 Quarter
 Ended

 High
 Bid

 Low
 Bid

 March
 31, 2022

 $3.94

 $0.54

 June
 30, 2022

 $0.94

 $0.42

 September
 30, 2022

 $3.78

 $0.30

 December
 31, 2022

 $0.959

 $0.272

 March
 31, 2023

 $0.45

 $0.11

 June
 30, 2023

 $0.38

 $0.0459

 September
 30, 2023

 $0.38

 $0.15

 December
 31, 2023

 $0.50

 $0.1825

 March
 31, 2024

 $0.25

 $0.016

 Holders

 As of August 13, 2024, the Company has 95,708,699
shares of common stock issued and outstanding and 9,918 shares of Series Z preferred stock issued and outstanding, which number of issued
and outstanding shares of common stock and preferred stock have been used throughout this report.

 As
of August 13, 2024, we have approximately 178 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 or about May 31, 2022, we sold 1,538,461 shares
of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, for proceeds totaling approximately $769,231.
The price paid per share of restricted Common Stock was approximately $0.50 per share. We believe SJ Capital Co., Ltd. may be deemed
to be a related party as they hold over 10% of the shares of our class of Common Stock.

 The
proceeds from this sale are to be used by the Company for working capital.

 On
or about June 26, 2023, the company consummated an agreement for the sale of 593,811 shares of restricted Common Stock to Ultimate One
LLC, a Japanese Company, at a price of $0.315 per share of Common Stock. The transaction was completed, and recorded by the Company's
transfer agent, on June 30, 2023. The total subscription amount paid by Ultimate One LLC was approximately $187,050. Ultimate One LLC
is not a related party to the Company.

 The
proceeds from this sale are to be used by the Company for working capital.

 The
aforementioned sales of shares 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.

 Liquidity and
Capital Resources

 As of March 31, 2024,
we had cash and cash equivalents in the amount of $8,741, compared to $1,365 as of March 31, 2023. Currently, our cash balance is not
sufficient to fund our operations and our revenues are not sufficient to cover our costs and expenses for any substantive period of time.
We have been utilizing, and may utilize, funds from Koichi Ishizuka, our CEO and/or White Knight Co., Ltd., which is owned and controlled
by Koichi Ishizuka. However, there is no formal agreement, arrangement or legal obligation to advance or loan funds to the company between
Japan Food Tech Holdings, Inc. and Koichi Ishizuka/White Knight Co., Ltd. We may also seek to sell shares of our common stock in order
to fund our business activities. In order to implement our plan of operations for the next twelve-month period, we require further funding.
Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing
but currently do not have any arrangements for such financing.

 If we need additional
cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

 For the year ended
March 31, 2024, we generated revenue in the amount of $15,922. This revenue was generated as a result of selling our products to customers.
We are considered to be a reseller, as the products we offer are currently manufactured by Mama Foods Co., Ltd. ("Mama Foods").

 For the year ended
March 31, 2023, we generated revenue in the amount of $1,038. This revenue was generated as a result of commencing efforts to sell products,
in this instance vegan foie gras, to customers. We are considered to be a reseller, as the products we offer are currently manufactured
by Mama Foods Co., Ltd. ("Mama Foods").

 The sole shareholder of Mama Foods is White Knight
Co., Ltd., a Japan entity, which is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial
Officer, and Director of Japan Food Tech Holdings, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd.

 Net Loss

 We recorded a net
loss of $761,837 and $321,820 for the years ended March 31, 2024 and 2023, respectively. The variance in net loss is attributed to
substantial credit losses incurred during the March 31, 2024 fiscal year.

 Cash flows

 For the years ended
March 31, 2024 and 2023, cash used in operating activities was $(256,940) and $(293,628) respectively. For both periods, it is the Company's
belief that the negative cash flow was primarily attributable to our incurred net loss.

 For the years ended
March 31, 2024 and 2023, cash used in investing activities was $(3,804) and $(527,675), respectively. The variance between periods
is primarily attributable to a related party loan in the amount of $(710,700) during the year ended March 31, 2023.

 For the years
ended March 31, 2024 and 2023, cash provided by financing activities was $276,930 and $854,559, respectively. The variance between
periods is primarily attributable to significantly greater cash received for common shares during the fiscal year ended March 31,
2023.

 Total Liabilities

 As of March 31, 2024
and 2023, we had total liabilities in the amount of $50,019 and $40,122, respectively. For both fiscal years this was primarily attributable
to accounts payable - related party.

 Additional
Paid-In Capital

 The
Company's sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling
$89,880 during the period ended March 31, 2024. These payments are considered contributions to the company with no expectation of repayment
and are posted as additional paid-in capital.

 The
Company's sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling
$67,574 during the period ended March 31, 2023. In addition, our Director contributed capital totaling $17,754 to fund the establishment
of our subsidiary Dr. Foods Singapore. These payments are considered contributions to the company with no expectation of repayment and
are posted as additional paid-in capital.

 Letter
of Intent- Non-Definitive Agreement

 On
 January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as, "Dr. Foods, Inc.,"
 a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co., Ltd., a Japan
 Company entered into a non-definitive agreement, a "Letter of Intent", whereas
 it was proposed that Dr. Foods, Inc., would acquire 100% of the controlling interest of Mama
 Foods Co., Ltd. from related party, White Knight Co., Ltd., in exchange for $500,000 coupled
 with the issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co.,
 Ltd. The issuance of shares shall be subject to the rules and limitations set forth by the
 Securities Act Rule 144. To proceed with the transaction the Issuer required, and continues
 to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and
 a review of any interim periods following the most recent fiscal year-end. It has been mandated
 that this requirement must be met before the transaction can move forward in any capacity.

 White Knight Co., Ltd. is a Japanese entity
owned and controlled by Koichi Ishizuka.

 Mama Foods, Co., Ltd. ("Mama Foods")
is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese
side dishes, from chilled foods to packed and sterilized food.

 In 2021, White Knight Co., Ltd.
acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods,
which includes additional information, can be found here: mama-foods.com/en/

 The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without
the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer.
However, common management of both Mama Foods Co., Ltd. and Dr. Foods, Inc. has verbally agreed to consider moving forward with the transaction
if Mama Foods Co., Ltd. can eventually provide the required financial documentation, which it has not done so to date.

 The preparation of Mama Foods Co., Ltd.'s financial records is being led by Koichi Ishizuka, who has other business commitments
and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited
knowledge themselves, to assist with this process.

 Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable
future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related
financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka
providing the necessary documentation and supporting information, which remains uncertain.

 Going Concern

 The Company's financial statements are prepared
in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets
and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt
about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse
conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established sufficient revenue to cover its operating costs. Management plans to fund operating expenses with related
party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities
that might be necessary in the event that the Company cannot continue as a going concern.

 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.

 - 8 -

 Item
8. Financial Statements and Supplementary Data.

 Pages

 Report
 of Independent Registered Public Accounting Firm (PCAOB FIRM ID - 2738)

 F2

 Consolidated
 Balance Sheets

 F4

 Consolidated
 Statements of Operations

 F5

 Consolidated
 Statement of Changes in Stockholders' Equity (Deficit)

 F6

 Consolidated Statements of Cash
 Flows

 F7

 Notes to Consolidated
 Financial Statements

 F8-F9

 - F1 -

 Table

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of Japan Food Tech Holdings, Inc. (formerly
Dr. Foods, Inc.)

 Opinion on the Financial Statements

 We have audited the accompanying
consolidated balance sheets of Japan Food Tech Holdings, Inc. (formerly Dr. Foods, Inc.) (the Company) as of March 31, 2024 and 2023,
and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the
years in the two-year period ended March 31, 2024, and the related notes (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two- year period ended
March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial
statements, the Company had negative cash flow from operations, minimal revenues, reoccurring net losses, and significant stockholders'
deficiency which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters
are discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements based on our audits. 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 audits 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 consolidated 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 audits included performing procedures
to assess the risks of material misstatement of the consolidated 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
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit
matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they
relate.

 Going Concern

 As discussed in Note 3 to the
consolidated financial statements, the Company had negative cash flow from operations, minimal revenues, reoccurring net losses, and significant
stockholders' deficiency.

 Auditing management's evaluation
of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses
which are not able to be substantiated.

 To evaluate the appropriateness
of the going concern, we examined and evaluated the financial information that was the initial cause along with management's plans
to mitigate going concern and management's disclosure on going concern.

 /s/
M&K CPAS, PLLC

 M&K
CPAS, PLLC

 We
have served as the Company's auditor since 2023

 Firm
ID 2738

 The
Woodlands, TX

 August
13, 2024

 -
F2 -

 Table

 Japan
Food Tech Holdings, Inc.

 FKA
Dr. Foods, Inc.

 Consolidated Balance Sheets

 March 31,

 2024

 March 31, 2023

 ASSETS

 CURRENT
 ASSETS

 Cash
 and cash equivalents

 $

 8,741

 $

 1,365

 receivable - trade

 11,333

 Advance
 payments

 1,532

 Loan
 to related party

 -

 535,460

 Interest
 Receivable - related party

 -

 4,402

 TOTAL
 CURRENT ASSETS

 21,606

 542,178

 TOTAL
 ASSETS

 $

 21,606

 $

 542,178

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 CURRENT
 LIABILITIES

 payable, other

 $

 1,017

 $

 7,396

 payable - related party

 48,142

 29,524

 Deferred
 revenue

 -

 Accrued
 Expenses

 -

 2,705

 Other
 current liabilities

 TOTAL
 LIABILITIES

 $

 50,019

 $

 40,122

 Stockholders'
 Equity (Deficit)

 Preferred
 stock ($ 0.0001 par
 value, 20,000,000 shares
 authorized; 10,000 issued
 and outstanding as of March 31, 2024 and March 31, 2023)

 Common
 stock ($ 0.0001 par
 value, 4,800,000,000 shares
 authorized, 13,708,699 and 13,114,888 issued
 and outstanding as of March 31, 2024 and March 31, 2023, respectively)

 1,371

 1,312

 Foreign
 currency translation adjustment

 ( 69,245)

 Additional
 paid-in capital

 2,175,985

 1,899,114

 Accumulated
 deficit

 ( 2,136,525)

 ( 1,374,688)

 Total
 Stockholders' Equity (Deficit)

 ( 28,413)

 502,056

 TOTAL
 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 $

 21,606

 $

 542,178

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

 - F4 -

 Table

 Japan Food Tech
Holdings, Inc.

 FKA Dr. Foods,
Inc.

 Consolidated Statements
of Operations

 Year Ended

 March 31,

 2024

 Year Ended

 March 31,

 2023

 Revenues,
 net

 $

 15,902

 $

 1,000

 Revenues,
 net - related party

 Total

 15,922

 1,038

 Cost
 of revenues

 -

 -

 Gross
 Profit

 $

 15,922

 $

 1,038

 Operating
 Expenses

 General
 and administrative expenses

 $

 274,581

 $

 326,423

 Total
 operating expenses

 274,581

 326,423

 Income
 (loss) from operations

 ( 258,659)

 ( 325,385)

 Other
 income (expense)

 Credit
 losses, related party

 $

 ( 507,709)

 $

 -

 Interest
 income - related party

 5,338

 4,339

 Other
 income (expense)

 ( 277)

 -

 Total
 other income (expense)

 ( 502,648)

 4,339

 Net
 income (loss) before tax

 ( 761,307)

 ( 321,046)

 Income
 tax expense

 ( 530)

 ( 774)

 NET
 INCOME (LOSS)

 $

 ( 761,837)

 $

 ( 321,820)

 OTHER
 COMPREHENSIVE INCOME (LOSS)

 Foreign
 currency translation adjustment

 $

 ( 45,562)

 $

 TOTAL
 COMPREHENSIVE INCOME (LOSS)

 $

 ( 807,399)

 $

 ( 345,503)

 Income
 per common share

 Basic

 $

 ( 0.06)

 $

 ( 0.03)

 Diluted

 $

 -

 $

 -

 Weighted
 average common shares outstanding

 Basic

 13,601,618

 12,853,560

 Diluted

 -

 -

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

 - F5 -

 Table

 Japan Food Tech Holdings,
Inc.

 FKA Dr. Foods, Inc.

 Consolidated Statement
of Changes in Stockholders' Equity (Deficit)

 For the Period March 31,
2022 to March 31, 2024

 Common
 Shares

 Par
 Value Common Shares

 Series
 Z Preferred Shares

 Par
 Value Series Z Preferred Shares

 Additional
 Paid-in Capital

 Accumulated Other Comprehensive Income
 (Loss)

 Accumulated
 Deficit

 Total

 Balances, March 31,
 2022

 11,576,427

 $

 1,158

 10,000

 $

 $

 1,044,709

 $

 -

 $

 ( 1,052,868)

 $

 ( 7,000)

 Common shares sold

 1,538,461

 -

 -

 769,077

 -

 -

 769,231

 Capital contributed by
 subsidiary

 -

 -

 -

 -

 17,754

 -

 -

 17,754

 Expenses paid on behalf
 of the Company and contributed to capital

 -

 -

 -

 -

 67,574

 -

 -

 67,574

 Net loss

 -

 -

 -

 -

 -

 -

 ( 321,820)

 ( 321,820)

 Foreign currency translation

 -

 -

 -

 -

 -

 -

 Balances, March 31,
 2023

 13,114,888

 $

 1,312

 10,000

 $

 $

 1,899,114

 $

 $

 ( 1,374,688)

 $

 502,056

 Common shares sold

 593,811

 -

 -

 186,991

 -

 -

 187,050

 Expenses paid on behalf
 of the Company and contributed to capital

 -

 -

 -

 -

 89,880

 -

 -

 89,880

 Net loss

 -

 -

 -

 -

 -

 -

 ( 761,837)

 ( 761,837)

 Foreign currency translation

 -

 -

 -

 -

 -

 ( 45,562)

 -

 ( 45,562)

 Balances, March 31,
 2024

 13,708,699

 $

 1,371

 10,000

 $

 $

 2,175,985

 $

 ( 69,245)

 $

 ( 2,136,525)

 $

 ( 28,413)

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

 - F6 -

 Table

 Japan
Food Tech Holdings, Inc.

 FKA Dr. Foods, Inc.

 Consolidated Statements
of Cash Flows

 Year

 Ended

 March 31, 2024

 Year

 Ended

 March 31, 2023

 CASH
 FLOWS FROM OPERATING ACTIVITIES

 Net
 loss

 $

 ( 761,837)

 $

 ( 321,820)

 Credit
 losses, related party

 507,709

 -

 Changes
 in current assets and liabilities:

 receivable

 ( 11,513)

 ( 379)

 Advance
 payments

 ( 1,081)

 ( 558)

 payable, other

 ( 5,765)

 29,692

 payable, related party

 23,148

 7,504

 Interest
 receivable – related party

 ( 5,338)

 ( 4,338)

 Accrued
 expenses

 ( 2,705)

 ( 4,234)

 Deferred
 revenue

 -

 Other
 current liabilities

 Net
 cash used in operating activities

 ( 256,940)

 ( 293,628)

 CASH
 FLOWS FROM INVESTING ACTIVITIES

 Loan
 to related party

 ( 121,032)

 ( 710,700)

 Payments
 received from related party loan

 117,228

 183,025

 Net
 cash used in investing activities

 ( 3,804)

 ( 527,675)

 CASH
 FLOWS FROM FINANCING ACTIVITIES

 Cash
 received for common shares

 187,050

 769,231

 Contributed
 capital

 89,880

 85,328

 Net
 cash provided by financing activities

 276,930

 854,559

 Net
 effect of exchange rate changes on cash

 ( 8,810)

 ( 31,891)

 Net
 change in cash

 7,376

 1,365

 Beginning
 cash balance

 1,365

 -

 Ending
 cash balance

 $

 8,741

 $

 1,365

 SUPPLEMENTAL
 DISCLOSURE OF CASH FLOW INFORMATION:

 Interest
 paid

 $

 -

 $

 -

 Income
 taxes paid

 $

 $

 -

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

 -
F7 -

 Japan Food Tech Holdings,
Inc.

 Notes to Condensed
Consolidated Financial Statements

 Note
1 - Organization and Description of Business

 Japan Food Tech Holdings, Inc., formerly known as, "Dr. Foods, Inc.",
and "Catapult Solutions, Inc." (referred to as "we," "us," "our," the "Company"
and or the "Registrant"), was incorporated in the State of Nevada on February 26, 2021.

 The Company was created for the sole purpose of participating in a Nevada
holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the
reorganization were Ambient Water Corporation ("AWGI" or "Predecessor"), Catapult Solutions, Inc. ("Successor"),
and Catapult Merger Sub, Inc. ("Merger Sub"). Former management served as the sole officer and director for each corporation
involved in the reorganization.

 Catapult Solutions, Inc. issued 1,000 common shares of its common stock
to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately prior to the reorganization.
As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary of Ambient Water Corporation
and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with the reorganization mentioned
above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions, Inc. becoming a stand-alone
company.

 Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed
Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST ("Effective
Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger), and Predecessor became the
surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective Time was converted into
one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.'s stock.

 On July 20, 2021, the Company entered into a Share Purchase Agreement
(the "Agreement") by and among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS"), White Knight
Co., Ltd., a Japan Company ("WKC"), and Next Meats Holdings, Inc., a Nevada Company ("NXMH"), pursuant to which,
on July 23, 2021, ("Closing Date"), CRS sold 10,000 shares of the Company's Series Z Preferred Stock, representing,
at the time, approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and
5,000 shares of Series Z Preferred Stock were transferred to NXMH. The consummation of the transactions contemplated by the Agreement
resulted in a change in control of the Company, with WKC and NXMH, becoming the Company's largest controlling stockholders at the
time of the transaction.

 As part of the change in control,
former management resigned from all positions with the Company and its board of directors. On July 23, 2021, Koichi Ishizuka was
appointed as the sole officer and director of the Company.

 On August 24, 2021, the Company changed its name with the Nevada Secretary
of State to Dr. Foods, Inc.

 On or about September 17, 2021, we incorporated Dr.
Foods Co., Ltd., a Japan Company, as a wholly owned subsidiary of the Company. We intend to utilize Dr. Foods Co., Ltd. to, amongst other
things, act as an importer, reseller, developer, and manufacturer of various food products that we may develop in the future.

 On January 12, 2022, Japan Food Tech Holdings,
Inc., formerly known as, "Dr. Foods, Inc.," a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co.,
Ltd., a Japan Company entered into a non-definitive agreement, a "Letter of Intent", whereas it was proposed that Dr. Foods,
Inc., would acquire 100% of the controlling interest of Mama Foods Co., Ltd. from related party, White Knight Co., Ltd., in exchange
for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co., Ltd. The issuance of shares
shall be subject to the rules and limitations set forth by the Securities Act Rule 144. To proceed with the transaction the Issuer required,
and continues to require, an audit of Mama Foods Co., Ltd. for its last two completed fiscal years and a review of any interim periods
following the most recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward
in any capacity.

 White Knight Co., Ltd. is a Japanese entity
owned and controlled by Koichi Ishizuka.

 Mama Foods, Co., Ltd. ("Mama Foods")
is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese
side dishes, from chilled foods to packed and sterilized food.

 In 2021, White Knight Co., Ltd.
acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods,
which includes additional information, can be found here: mama-foods.com/en/

 The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without
the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer.
However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly known as, "Dr. Foods, Inc.,"
has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial
documentation, which it has not done so to date.

 The preparation of Mama Foods Co., Ltd.'s financial records is being led by Koichi Ishizuka, who has other business commitments
and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited
knowledge themselves, to assist with this process.

 Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable
future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related
financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka
providing the necessary documentation and supporting information, which remains uncertain.

 On
June 13, 2024, we filed Restated Articles of Incorporation with the Nevada Secretary of State. With this filing, we have changed our
company name from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc. Additionally, we amended the rights and privileges for holders of
Series Z Preferred Stock, amongst other updates.

 The
legal date of our name change will differ from the market release date when posted on FINRA's daily list.

 Currently,
we operate through Dr. Foods Co., Ltd. and DRFS Singapore and share the same business plan as that of Dr. Foods Co., Ltd. and DRFS Singapore.

 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 this time, we neither rent nor own any properties.
We utilize the office space and equipment of related party, Next Meats Co., Ltd., as well as office space of our management, at no cost.
Management estimates such amounts to be immaterial.

 The Company has elected March 31st as its year end.

 Note
2 - Summary of Significant Accounting Policies

 Principles of Consolidations

 The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries, Dr. Foods Japan Co., Ltd. and Dr. Foods Singapore Co., Ltd. All significant
intercompany accounts and transactions have been eliminated.

 Basis of Presentation

 This summary of significant accounting policies is presented to assist
in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in
the United States of America, and have been consistently applied in the preparation of the financial statements.

 Use of Estimates

 The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. In the opinion of management, all adjustments necessary to make the financial statements not misleading
have been included. Actual results could differ from those estimates.

 Advertising and Promotion

 All advertising, promotion and marketing expenses, including commissions,
are expensed when incurred. Advertising expenses totaled $ 16,400 and $ 0 for the years ended March 31, 2024 and 2023, respectively.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments with an original maturity
of three months or less when purchased to be cash equivalents. Cash and cash equivalents on March 31, 2024, and March 31, 2023, were $ 8,741
and $ 1,365, respectively.

 Accounts Receivable and Credit Policies

 Accounts receivable are recognized and carried at the original invoice
amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is
no longer probable. Bad debts are written off as incurred. Accounts receivable totaled $ 11,333 and $ 384 as of March 31, 2024 and March
31, 2023, respectively. Allowances for doubtful accounts were $0 for both years.

 Concentration of Credit Risk

 Accounts receivable from customers accounting for
10% or more of total accounts receivable are as follows:

 For the year ended March 31, 2024, 84% of total accounts
receivable was owed by one customer in the amount of $ 9,467.

 For the year ended March 31, 2023, 100% of total
accounts receivable was owed by three customers in the amount of $ 384.

 Revenue Recognition

 The Company adopted ASC 606, Revenue from
Contracts with Customers (Topic 606) ("ASC 606"), in the third quarter of fiscal year 2023, as this was the first
quarter that the Company generated revenues. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised
goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue
recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with
a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction
price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation.
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled
to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts
the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors.

 Revenue from product sales

 We recognize revenue upon transfer of control of
our promised goods in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.

 For our primary transaction-based revenue source
we have determined we are acting as an agent in the transactions and, therefore, a net presentation (that is, the amount billed to a
customer less the amount paid to a supplier). Net presentation is appropriate for the majority of our revenue transactions as the supplier
is primarily responsible for providing the underlying goods and services and we do not control the goods provided by the supplier to
the customer.

 Revenue for products is recognized when the products
are delivered to the customer and the customer completes the product inspection. Cash receipts for undelivered products are recorded
as deferred revenues. As of March 31, 2024 and March 31, 2023, the Company had deferred revenues related to product sales of $328
and $0, respectively.

 The Company's revenue consists of food product
sales through its subsidiary, Dr. Foods Co., Ltd.

 Revenue - related party

 During the years ended March 31, 2024 and March
31, 2023, revenue totaling approximately $20 and $38, respectively, was recognized from sales to related party WB Burgers Japan Co. Ltd.
(hereinafter referred to as "WBBJ"). WBBJ is considered to be a related party due to the fact that Koichi Ishizuka, CEO of
the Company, indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and conditions applied to the above
transactions were the same as those applied to sales to customers not related to the Company.

 The Company's revenue consists of food
product sales through its subsidiary, Dr. Foods Co., Ltd.

 Concentration of Revenues

 Gross revenues from customers accounting for
10% or more of total revenues are as follows:

 For the year ended March 31, 2024, 86% of total
revenue was generated from one customer in the amount of $ 13,693.

 For the year ended March 31, 2023, 94% of
total revenue was generated from three customers in the amount of $ 976.

 Research
and Development Expense

 Research and development expense consists of costs incurred in
performing research and development activities, including compensation and benefits for related employees, outside services and consulting
costs, and related facilities, information technology and overhead expenses. Research and development costs are expensed as incurred.
Research and development expenses totaled $ 0
 and $ 66,422 in the years ended
March 31, 2024 and 2023, respectively.

 Income Taxes

 The Company accounts for income taxes under ASC 740, "Income
Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred
tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets
or liabilities were recognized on March 31, 2024 and 2023.

 Basic Earnings (Loss) Per Share

 The Company computes basic and diluted earnings (loss) per share in accordance
with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average
number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that
could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance
of common stock that could share in the earnings of the Company.

 The Company does not have any potentially dilutive instruments as of March
31, 2024 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 March 31, 2024. 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.

 - F8 -

 Table

 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).

 The Company accounts for stock-based compensation issued to non-employees
and consultants in accordance with the provisions of ASC 505-50, " Equity – Based Payments to Non-Employees." 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
March 31, 2024, and March 31, 2023.

 The Company's stock-based compensation for the periods ended
March 31, 2024 and March 31, 2023 was $0 for both periods.

 Recently Issued Accounting Pronouncements

 The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements
that have been issued that might have a material impact on its financial position or results of operations.

 Note 3 - Going Concern

 The Company's financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business.

 The Company demonstrates adverse conditions that raise substantial doubt
about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse
conditions are negative financial trends, specifically negative cash flow from operations, minimal revenues, reoccurring net losses,
and significant stockholders' deficiency.

 The Company has not established sufficient revenue to cover its operating
costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's
plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue
as a going concern.

 Note 4 - Income Taxes

 The Company has not recognized an income tax benefit for its operating
losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the
period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the
realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will
be recognized when management considers realization of such amounts to be more likely than not. As of March 31, 2024, the Company has
incurred a net loss of approximately $ 2,136,525 which resulted in a net operating loss for income tax purposes. The loss
results in a deferred tax asset of approximately $ 448,670 at the effective statutory rate of 21%. The deferred tax asset has
been offset by an equal valuation allowance. Given our inception on February 26, 2021, and our fiscal year end of March 31, 2024, we
have completed four 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 $2,136,525 which
begins expiring in 2036. 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:

 March
 31,

 2024

 2023

 Deferred
 tax asset, generated from net operating loss

 $

 448,670

 $

 288,684

 Valuation
 allowance

 (448,670)

 (288,684)

 $

 -

 $

 -

 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 5 - Commitments and Contingencies

 The Company follows ASC 450-20, Los s 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 March 31, 2024 other than the below:

 On October 11, 2021, we, through our wholly owned subsidiary Dr. Foods
Co., Ltd., entered into and consummated a "Collaboration Agreement" with Next Meats Co., Ltd., a Japan company that shares
common management with the Company, to co-develop new food products and subsequently offer them for sale. Next Meats Co., Ltd. operates
in the "alternative meat" industry. It currently offers, and plans to continue to offer, amongst other things, artificial
chicken and beef products made from meat substitutes.

 The Collaboration Agreement is for a period of two years and may be renewed
thereafter under the same terms for additional one-year terms unless terminated in writing, with three months' notice, by either
party. The Collaboration Agreement, amongst other things, details the terms and conditions by which Next Meats Co., Ltd. and Dr. Foods
Co., Ltd. may co-develop, collaborate and contribute towards the development of new products and technologies. The specific allotment
of tasks per project will be determined in writing by each party at the outset of collaborative efforts. Dr. Foods Co., Ltd. will primarily,
although not exclusively, contribute to research and development, and Next Meats Co., Ltd. will primarily, although not exclusively,
contribute to distribution of new products and technologies. Costs pursuant to the collaborative efforts of the partners, will be the
respective responsibility of the party responsible for fulfilling such tasks.

 Dr. Foods Co., Ltd. intends to conduct research and development of new
food products pursuant to the Collaboration Agreement.

 On
 January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as, "Dr. Foods, Inc.,"
 a Nevada Company, Mama Foods Co., Ltd. ("Mama Foods"), a Japan Company, and White
 Knight Co., Ltd. ("WKC"), a Japan Company entered into a non-definitive agreement,
 a "Letter of Intent", whereas it was proposed that Dr. Foods, Inc., would acquire
 100% of the controlling interest of Mama Foods Co., Ltd. from related party, White Knight
 Co., Ltd., in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted
 Preferred Stock to White Knight Co., Ltd. The issuance of shares shall be subject to the
 rules and limitations set forth by the Securities Act Rule 144. To proceed with the transaction
 the Issuer required, and continues to require, an audit of Mama Foods Co., Ltd. for its last
 two completed fiscal years and a review of any interim periods following the most recent
 fiscal year-end. It has been mandated that this requirement must be met before the transaction
 can move forward in any capacity.

 Mama Foods Co., Ltd. is a food company founded in Japan in 1958, currently
offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled foods to packed and sterilized
food.

 Mama Foods uses ingredients taken from natural kelp and bonito without
adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods currently has two existing "in house" production
facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including
certain products offered for sale by Next Meats Co., Ltd., such as "Next Kalbi 2.0", a boneless short rib made from meat
substitutes. Currently, Mama Foods employs approximately 44 individuals. In 2021, WKC acquired 100% of Mama Foods from its prior controller,
in exchange for approximately 1 million USD.

 The sole shareholder of Mama Foods is WKC, which is owned and controlled
by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and Director of Dr. Foods, Inc., Mama Foods
Co., Ltd. and White Knight Co., Ltd. He is also an officer and director of Next Meats Co., Ltd. Next Meats Co., Ltd. is a wholly
owned subsidiary of Next Meats Holdings, Inc., a Nevada Corporation. Through his direct and indirect ownership, Koichi Ishizuka is the
controlling shareholder of Next Meats Holdings, Inc.

 Note 6 - Shareholder Equity

 Preferred Stock

 The authorized preferred stock of the Company consists of 20,000,000 shares
with a par value of $0.0001. There were 10,000 shares of Series Z Preferred Stock issued and outstanding as of March 31, 2024, and
March 31, 2023, respectively. As of March 31, 2024, Series Z Preferred Stock had no conversion rights to any other class, and every vote
of Series Z Preferred Stock had, and continues to have, voting rights equal to 1,000,000 votes of Common Stock.

 The
 Company was a party to a Nevada holding company reorganization pursuant to NRS 92A.180, NRS
 92A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the reorganization
 were Ambient Water Corporation ("AWGI" or "Predecessor"), Catapult
 Solutions, Inc. ("Successor"), and Catapult Merger Sub, Inc. ("Merger Sub").
 Former management served as the sole officer and director for each corporation involved in
 the reorganization.

 Catapult Solutions, Inc. issued 1,000 common
shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Catapult Solutions, Inc. immediately
prior to the reorganization. As such, immediately prior to the merger, Catapult Solutions, Inc. became a wholly owned direct subsidiary
of Ambient Water Corporation and Merger Sub became a wholly owned and direct subsidiary of Catapult Solutions, Inc. Concurrently, with
the reorganization mentioned above, the Company cancelled all of its stock held in Ambient Water Corporation resulting in Catapult Solutions,
Inc. becoming a stand-alone company.

 Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed
Articles of Merger with the Nevada Secretary of State. The merger became effective on April 28, 2021, at 4:00 PM EST ("Effective
Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger), and Predecessor became the
surviving corporation. Each share of Predecessor stock issued and outstanding immediately prior to the Effective Time was converted into
one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.'s stock. This includes 10,000 shares of Series
Z Preferred Stock that were previously held by CRS Consulting, LLC. These shares previously held by CRS Consulting LLC were originally
issued to CRS Consulting, LLC in exchange for developing the Company's business plan and related services.

 On July 20, 2021, the Company entered into a Share Purchase Agreement
(the "Agreement") by and among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS"), White Knight
Co., Ltd., a Japan Company ("WKC"), and Next Meats Holdings, Inc., a Nevada Company ("NXMH"), pursuant to which,
on July 23, 2021, ("Closing Date"), CRS sold 10,000 shares of the Company's Series Z Preferred Stock, representing,
at the time, approximately 81.20% voting control of the Company; 5,000 shares of Series Z Preferred Stock were transferred to WKC and
5,000 shares of Series Z Preferred Stock were transferred to NXMH. The consummation of the transactions contemplated by the Agreement
resulted in a change in control of the Company, with WKC and NXMH, becoming the Company's largest controlling stockholders at the
time of the transaction. (see Note 1).

 On or about July 1, 2022, NXMH sold 5,000 shares of Series Z Preferred
Stock of DRFS, to WKC, at a price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The Share Purchase Agreement").
WKC is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. WKC is deemed to be an accredited investor. The purchase
of shares was made for investment purposes. The consummation of the transaction contemplated by the Share Purchase Agreement resulted
in NXMH no longer having an equity position in DRFS and with WKC becoming the largest controlling shareholder of DRFS. (see Note
1).

 Common Stock

 The authorized common stock of the Company consists of 4,800,000,000 shares
with a par value of $0.0001. There were 13,708,699 and 13,114,888 shares of common stock issued and outstanding as of March 31, 2024,
and March 31, 2023, respectively.

 At the time of reorganization, April 28, 2021, former shareholders of
Ambient Water Corporation became shareholders of Catapult Solutions, Inc., representing all the common and preferred shares outstanding
at that time.

 On or about May 31, 2022, we sold 1,538,461 shares of restricted Common
Stock to SJ Capital Co., Ltd., a Japanese Company, for proceeds totaling approximately $769,231.

 On September 21, 2022, the Company completed a reverse stock split whereas
every 200 shares of the Company's issued and outstanding common stock were automatically converted into one issued and outstanding
share of common stock, without any change in the par value per share. Immediately prior to the Stock Split, we had approximately 2,622,968,890
shares of Common Stock issued and outstanding. Immediately following September 21, 2022, we had approximately 13,114,888 shares of Common
Stock issued and outstanding (see Note 1). These financial reports reflect the 200 to 1 reverse stock split for all periods for comparative
purposes.

 On or about June 26, 2023, the company consummated an agreement
for the sale of 593,811 shares of restricted Common Stock to Ultimate One LLC, a Japanese Company, at a price of $0.315 per share of
Common Stock. The transaction was completed, and recorded by the Company's transfer agent, on September 30, 2023. The total subscription
amount paid by Ultimate One LLC was approximately $187,050. Ultimate One LLC is not a related party to the Company.

 Additional Paid-In Capital

 The Company's sole officer and Director, Koichi Ishizuka, paid expenses
on behalf of the company and its wholly owned subsidiary totaling $ 89,880 during the period ended March 31, 2024. These payments are
considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

 The Company's sole officer and Director, Koichi Ishizuka, paid expenses
on behalf of the company and its wholly owned subsidiary totaling $ 67,574 during the period ended March 31, 2023. In addition, our Director
contributed capital totaling $ 17,754 to fund the establishment of our subsidiary Dr. Foods Singapore. These payments are considered contributions
to the company with no expectation of repayment and are posted as additional paid-in capital.

 Note 7 - Related Party Transactions

 During the years ended March 31, 2024 and 2023, the Company recorded $20
and $38 of sales, respectively, to related party WB Burgers Japan Co., Ltd. ("WBBJ").

 WBBJ
 is considered to be a related party due to the fact that Koichi Ishizuka, CEO of the Company,
 indirectly controls WBBJ through his share ownership of WB Burgers Asia, Inc. The terms and
 conditions applied to the above transactions were the same as those applied to sales to customers
 not related to the Company.

 Loans receivable

 During the period ended March 31, 2023, our wholly owned subsidiary, Dr.
Foods Co. Ltd., loaned approximately $ 710,700 to related party White Knight Co., Ltd. ("White Knight"). White Knight is owned
and controlled by our Chief Executive Officer, Koichi Ishizuka. During the period ended March 31, 2023, the Company received approximately
$ 183,025 from White Knight as repayment for this loan and loan interest of $ 4,338 was accrued at 1%, resulting in total accrued loan
interest of $ 4,402.

 During the period ended March 31, 2024, Dr. Foods Co. Ltd. loaned additional
funds to White Knight totaling approximately $ 121,032, receiving repayments totaling approximately $ 117,228 and accrued loan interest
of approximately $ 5,338. As of March 31, 2024, total accrued loan interest was $ 8,980. The loan is related to the proposed acquisition
of Mama Foods Co., Ltd. ("Mama Foods"), currently a wholly owned subsidiary of White Knight. The Company seeks to acquire
Mama Foods from White Knight during the next fiscal quarter and these funds will be used to facilitate that acquisition. This loan accrues
interest at 1%, is non-secured and payable upon demand.

 As of March 31, 2024, the Company wrote off the principal balance of $475,860 and accrued interest of $8,980 due to doubts about the ability
to complete the acquisition of Mama Foods within the next twelve months. The Company incurred credit losses of $507,709 after foreign
currency translation adjustments.

 Accounts payable

 During the periods ended March 31, 2024 and 2023, Dr. Foods Co. Ltd. received
invoices from related party Mama Foods Co., Ltd. totaling $ 8,984
 and $ 0, respectively.

 During the period ended March 31, 2024, Dr. Foods Co. Ltd. received invoices
from related party Next Meats Co.

 Ltd. totaling approximately $ 14,031.

 During the period ended March 31, 2023, Dr. Food Co. Ltd. received invoices
from related party Next Meats Co. Ltd. totaling approximately $ 11,517.

 During the period ended March 31, 2023, related party White Knight Co.,
Ltd. and our sole officer and director, Koichi Ishizuka, invoiced the Company for expenses paid on the behalf of the Company totaling
approximately $ 18,007.

 During the period ended March 31, 2024, White Knight Co., Ltd. invoiced
the Company approximately $ 7,120, bringing the total owed by the Company to approximately $ 25,127.

 Additional paid-in capital

 The Company's sole officer and director, Koichi Ishizuka, paid expenses
on behalf of the Company and its wholly owned subsidiary totaling $ 89,880 during the period ended March 31, 2024. These payments are
considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital

 The Company's
sole officer and director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling $ 67,574 during
the year ended March 31, 2023. In addition, our director contributed capital totaling $17,754 to fund the establishment of our subsidiary
Dr. Foods Singapore. These payments are considered contributions to the company with no expectation of repayment and are posted as additional
paid-in capital.

 Note 8 - Deferred
Revenue

 During the period ended March 31, 2024, the Company received payments
from customers totaling approximately $ 328 for orders the Company was unable to fulfill during the period. The Company has recorded those
customer receipts as deferred revenue as of March 31, 2024, and expects to fulfill those orders during the subsequent fiscal quarter.

 Note 9 - Subsequent Events

 On June 13, 2024, we filed Restated Articles of Incorporation with the
Nevada Secretary of State. With this filing, we have changed our company name from Dr. Foods, Inc. to Japan Food Tech Holdings, Inc.
Additionally, we amended the rights and privileges for holders of Series Z Preferred Stock, amongst other updates.

 On June 17, 2024, our majority shareholder, White
Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert 82 shares
of its Series Z Preferred Stock of Japan Food Tech Holdings, Inc. into a total of 82,000,000 shares of Common Stock. This conversion
has been approved by the Company and its Board of Directors, and the conversion became effective on June 17, 2024.

 For clarity, every 1 share of Series Z Preferred
Stock in the above transaction was converted into 1,000,000 shares of Common Stock, for a total of 82,000,000 shares of Common Stock.
Converting Series Z Preferred Stock into Common Stock cannot be done if it necessitates an increase to our authorized shares. In this
case, the conversion does not require an increase to the authorized shares.

 Following the above conversion, and as of June
17, 2024, there were 95,708,699 shares of Common Stock and 9,918 shares of Preferred Series Z Stock issued and outstanding.

 - F9 -

 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, being our sole officer and director, Koich Ishizuka, has 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, our Chief Executive Officer, Koichi Ishizuka, who also serves as our Principal Financial Officer 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 March 31, 2024 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. It
should be noted that the Company only has one officer and director, Koichi Ishizuka.

 Evaluation of disclosure controls and
procedures.

 Our management, consisting
solely of Koichi Ishizuka, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange
Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply
its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 Based on management's
evaluation, Koichi Ishizuka, who serves as our Chief Executive Officer and Chief Financial Officer, concluded that, as a result of the
material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are
ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such
information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over
financial reporting, that were identified are:

 a)
 Due
 to our small size, we did not have sufficient personnel in our accounting and financial reporting
 functions. As a result, we were not able to achieve adequate segregation of duties and were
 not able to provide for adequate review of the financial statements. This control deficiency,
 which is pervasive in nature, results in a reasonable possibility that material misstatements
 of the consolidated financial statements will not be prevented or detected on a timely basis;
 and

 b) We
lacked sufficient written policies and procedures for accounting and financial reporting with respect to the requirements and
application of U.S. GAAP and SEC disclosure requirements and the identification and approval of related party
transactions.

 We also intend to create
written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP
and SEC disclosure requirements in the future.

 We will continue to monitor and evaluate the effectiveness of our
disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 Management's Remediation Initiatives

 In an effort to remediate the identified
material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series
of measures:

 We plan to create a position to
segregate duties consistent with control objectives and plan to increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates
and assumptions made by management when funds are available to us.

 Management believes that the appointment
of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning
audit committee and a lack of a majority of outside directors on our Board.

 We will work as quickly as possible to implement
these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.
Within the past fiscal year we have not been able to implement any of the above remediation initiatives, which we had originally detailed
in our annual report for our prior fiscal year end.

 Changes in Internal Control

 There have been no changes in internal controls
over the financial reporting that occurred during the fiscal quarter ended March 31, 2024, 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.

 - 9 -

 Item
10. Directors, Executive Officers and Corporate Governance.

 Mr. Koichi Ishizuka,
Age 53 - Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer

 Background of Mr.
Koichi Ishizuka

 Mr.
Koichi Ishizuka's academic journey includes earning his MBA from the University of Aoyama Gakuin in 2004 and completing the Advanced
Management Program at Harvard School of Business in 2011. Stepping into the professional arena, he commenced as the head of marketing
at Thomson Reuters, a prominent mass media and information firm. His career trajectory led him to pivotal roles, serving as CEO
for Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA Holdings, Ltd. in 2009.

 Presently,
Mr. Ishizuka holds the position of Chief Executive Officer across a spectrum of companies, including OFF Line Co., Ltd., Photozou
Co., Ltd., Photozou Holdings, Inc., Photozou Koukoku Co., Ltd., 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, Zentrum Holdings, Inc. (formerly known as Off Line International, Inc.) since 2019, and OFF Line Japan
Co., Ltd. since 2018. On November 18, 2020, Koichi Ishizuka assumed the roles of Chief Financial Officer and Director of Next Meats
Holdings, Inc., followed by his appointment as Chief Executive Officer on December 28, 2021. He continues to hold these positions to
this day, and additionally maintains a controlling interest in Next Meats Holdings, Inc. Additionally, he serves as the Chief Financial
Officer of Next Meats Co., Ltd., a Japanese alternative meat company and wholly owned subsidiary of Next Meats Holdings, Inc.

 Since
its inception on April 14, 2021, Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese company. On May 7, 2021,
Mr. Koichi Ishizuka 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. WB Burgers Japan Co., Ltd. is a wholly owned subsidiary
of WB Burgers Asia, Inc. WB Burgers Japan Co., Ltd. holds the rights to the "Master Franchise Agreement"
with Jakes' Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback
Burger Restaurants within the country of Japan. On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial
Officer, President, Treasurer, and Director of Japan Food Tech Holdings, Inc. (formerly known as Dr. Foods, Inc., and Catapult Solutions,
Inc.). Koichi Ishizuka has a controlling interest in Japan Food Tech Holdings, Inc. On March 21, 2022, Mr. Ishizuka was appointed as
the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of WeCapital Holdings, Inc., (formerly
known as Perfect Solutions Group, Inc.).

 Given
Mr. Ishizuka's extensive business acumen, long-standing entrepreneurial background, and experience managing companies with the
food sector, the company firmly believes that Koichi Ishizuka is well-suited to continue to serve as our sole officer and director.

 As of the date of this
filing, there has not been any material plan, contract or arrangement (whether or not written) to which our sole officer and director
are a party in connection with their appointments at Japan Food Tech Holdings, Inc.

 Employees

 Currently, we, "Japan
Food Tech Holdings", have only one employee, our sole officer and Director Koichi Ishizuka, who is not compensated at present for
his services. However, pursuant to an arrangement with Next Meats Co., Ltd., a Japan Corporation, Next Meats Co., Ltd. provides
temporary employees (staff) to our Company as needed to further our business agenda. Regarding this arrangement, we are billed by Next
Meats Co. Ltd. on a case by case basis depending on the amount of staff and hours allocated by each staff member to our business endeavors,
primarily consisting of research and development.

 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 a single director, 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 sole officer and director 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 Director believes that it is not necessary to have such committees, at this
time, because the Director can adequately perform the functions of such committees.

 Audit Committee
Financial Expert

 Our Board has 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.

 We believe that our
Director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial
reporting. The Director of our Company does 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 and the fact that we have not generated any positive cash flows from
operations to date.

 Involvement in
Certain Legal Proceedings

 Our sole officer and
director 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 President, at the address appearing
on the first page of this Annual Report.

 - 10 -

 Item
11. Executive Compensation.

 Summary Compensation Table

 Name and principal position (a)

 As of March 31, (b)

 Salary ($) (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)

 Koichi Ishizuka, Sole Officer and Director

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 Summary of Compensation

 Stock Option Grants

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

 Employment Agreements

 We do not have an employment
or consulting agreements with any officer or Director.

 Compensation Discussion and Analysis

 Director Compensation

 Our Board of Directors
does 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 has 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.

 - 11 -

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

 As
of August 13, 2024, the Company has 95,708,699 shares of common stock issued and outstanding, which number of issued and outstanding shares
of common stock have been used throughout this report. The below table is as of August 13, 2024.

 Name
 and Address of Beneficial Owner

 Shares
 of Common Stock Beneficially Owned

 Common
 Stock Voting Percentage Beneficially Owned

 Voting
 Shares of Preferred Stock

 Preferred
 Stock Voting Percentage Beneficially Owned

 Total
 Voting Percentage Beneficially Owned

 Executive Officers and
 Directors

 Koichi
 Ishizuka 1

 3F
 K's Minamiaoyama

 6-6-20-Minamiaoyama,
 Minato-ku Tokyo, Japan

 82,000,000

 85.677%

 9,918

 100%

 99.86%

 5% or Greater Shareholders

 White
 Knight Co., Ltd. 1

 3F
 K's Minamiaoyama

 6-6-20-Minamiaoyama,
 Minato-ku Tokyo, Japan

 82,000,000

 85.677%

 9,918

 100%

 99.86%

 Koichi Ishizuka is our sole officer and director as of the date of this report. He also owns and controls White Knight Co., Ltd.,
a Japan entity. Via his ownership and control of White Knight Co., Ltd., Koichi Ishizuka is the beneficial owner of 82,000,000 shares
of Common Stock and 9,918 shares of Series Z Preferred Stock. Every vote of Series Z Preferred Stock has voting rights equal to 1,000,000
votes of Common Stock. Each share of Series Z Preferred Stock may be converted into 1,000,000 shares of Common Stock.

 *
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 reason
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.

the years ended March 31, 2024 and 2023, the Company recorded $20 and $38 of sales, respectively, to related party WB Burgers Japan Co.,
Ltd. ("WBBJ"). WBBJ is operated by the Company's sole Officer and Director, Koichi Ishizuka. WBBJ is a wholly owned
subsidiary of WB Burgers Asia, Inc., a Nevada Corporation. Koichi Ishizuka, directly and indirectly has the ability to control WB Burgers
Asia, Inc. He is also an officer and director of WB Burgers Asia, Inc.

 Loans
receivable

the period ended March 31, 2023, our wholly owned subsidiary, Dr. Foods Co. Ltd. loaned approximately $710,700 to related party White
Knight. White Knight is owned and controlled by our Chief Executive Officer, Koichi Ishizuka. During the period ended March 31, 2023,
the Company received approximately $183,025 from White Knight as repayment for this loan and loan interest of $4,338 was accrued at 1%,
resulting in total accrued loan interest of $4,402.

the period ended March 31, 2024, Dr. Foods Co. Ltd. loaned additional funds to White Knight totaling approximately $121,032, received
repayments totaling approximately $117,228 and accrued loan interest of approximately $5,338. As of March 31, 2024, total accrued loan
interest was $8,980. The loan is related to the planned acquisition of Mama Foods Co., Ltd. ("Mama Foods"), currently a wholly
owned subsidiary of White Knight Co., Ltd. The Company seeks to acquire Mama Foods from White Knight Co., Ltd. during the next fiscal
quarter and these funds will be used to facilitate that acquisition. There is no guarantee of any kind however, that this acquisition
occurs during the next fiscal quarter. This loan accrues interest at 1%, is non-secured and payable upon demand.

 As of March 31, 2024, the Company wrote off the principal balance of $475,860 and accrued interest of $8,980 due to doubts about the ability
to complete the acquisition of Mama Foods within the next twelve months. The Company incurred credit losses of $507,709 after foreign
currency translation adjustments.

payable

the periods ended March 31, 2024 and 2023, Dr. Foods Co. Ltd. received invoices from related party Mama Foods Co., Ltd. totaling $8,984
and $0, respectively.

 White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi
Ishizuka.

the period ended March 31, 2024, Dr. Foods Co. Ltd. received invoices from related party Next Meats Co.

 Ltd.
totaling approximately $14,031. Next Meats Co., Ltd. is a wholly owned subsidiary of Next Meats Holdings, Inc., a Nevada Corporation.
Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, President, Secretary, and Director of Next Meats Holdings, Inc.
Koichi Ishizuka is also an officer of Next Meats Co., Ltd.

the period ended March 31, 2023, Dr. Foods Co. Ltd. received invoices from related party Next Meats Co. Ltd. totaling approximately $11,517.

the period ended March 31, 2023, related party White Knight Co., Ltd., and our sole officer and director, Koichi Ishizuka, invoiced the
Company for expenses paid on the behalf of the Company totaling approximately $18,007.

the period ended March 31, 2024, White Knight Co., Ltd. invoiced the Company approximately $7,120, bringing the total owed by the Company
to approximately $25,127.

 Additional
paid-in capital

 The
Company's sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the Company and its wholly owned subsidiary totaling
$89,880 during the period ended March 31, 2024. These payments are considered contributions to the company with no expectation of repayment
and are posted as additional paid-in capital

 The
Company's sole officer and Director, Koichi Ishizuka, paid expenses on behalf of the company and its wholly owned subsidiary totaling $67,574 during
the year ended March 31, 2023. In addition, our Director contributed capital totaling $17,754 to fund the establishment of our subsidiary,
Dr. Foods Singapore. These payments are considered contributions to the company with no expectation of repayment and are posted
as additional paid-in capital.

 Office
Space

 We utilize the office space and equipment
of Next Meats Co., Ltd., as well as office space of our management, at no cost. Management estimates such amounts to be immaterial. Next
Meats Co., Ltd. is owned and controlled by Next Meats Holdings, Inc., which Koichi Ishizuka has the power to control. Additionally, Koichi
Ishizuka serves as an officer and director of Next Meats Holdings, Inc.

 Collaborative Agreement

 On October 11, 2021, we, through our wholly owned subsidiary Dr. Foods
Co., Ltd., entered into and consummated a "Collaboration Agreement" with Next Meats Co., Ltd., a Japan company that shares
common management with the Company, to co-develop new food products and subsequently offer them for sale. Next Meats Co., Ltd. operates
in the "alternative meat" industry. It currently offers, and plans to continue to offer, amongst other things, artificial
chicken and beef products made from meat substitutes.

 Other Information

 On January 12, 2022, Japan Food Tech Holdings, Inc., formerly known as,
"Dr. Foods, Inc.," a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co., Ltd., a Japan Company entered
into a non-definitive agreement, a "Letter of Intent", whereas it was proposed that Dr. Foods, Inc., would acquire 100% of
the controlling interest of Mama Foods Co., Ltd. from related party, White Knight Co., Ltd., in exchange for $500,000 coupled with the
issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co., Ltd. The issuance of shares shall be subject to the
rules and limitations set forth by the Securities Act Rule 144. To proceed with the transaction, the Issuer required, and continues to
require an audit of Mama Foods Co., Ltd. for its last two complete fiscal years and a review of any interim periods following the most
recent fiscal year-end. It has been mandated that this requirement must be met before the transaction can move forward in any capacity.

 White Knight Co., Ltd. is a Japanese entity owned and controlled by Koichi
Ishizuka.

 Mama Foods, Co., Ltd. ("Mama Foods") is a food company founded
in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled
foods to packed and sterilized food.

 In 2021, White Knight Co., Ltd. acquired 100% of Mama Foods
from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods, which includes additional
information, can be found here: mama-foods.com/en/

 The non-definitive agreement described above expired without the proposed terms of the non-definitive agreement being met and without
the transaction moving forward. Mama Foods Co., Ltd. did not provide the requested audited financials or related materials to the Issuer.
However, common management of both Mama Foods Co., Ltd. and Japan Food Tech Holdings, Inc., formerly knowned as, "Dr. Foods, Inc.,"
has verbally agreed to consider moving forward with the transaction if Mama Foods Co., Ltd. can eventually provide the required financial
documentation, which it has not done so to date.

 The preparation of Mama Foods Co., Ltd.'s financial records is being led by Koichi Ishizuka, who has other business commitments
and limited availability. Additionally, he lacks accounting expertise, so the Company has hired an external accountant, with limited
knowledge themselves, to assist with this process.

 Given the current circumstances, it is highly improbable that the acquisition of Mama Foods Co., Ltd. will proceed in the foreseeable
future unless Koichi Ishizuka engages additional staff or third parties to expedite the preparation of the audited financials and related
financial information for Mama Food Co., Ltd. Even with such measures in place, the success of the audit still depends on Koichi Ishizuka
providing the necessary documentation and supporting information, which remains uncertain.

 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 officer(s), Director(s) 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. At this time we have only one Director, Koichi Ishizuka.

 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.

 Services
rendered by our principal accountants with respect to our last two fiscal year ends, each having ended March 31 st.

 2023

 2024

 Audit
 fees

 M&K CPAS, PLLC

 $15,000

 $22,500

 Audit
 related fees

 M&K CPAS, PLLC

 $-

 $-

 Tax
 fees

 -

 -

 All
 other fees

 -

 -

 Total

 $15,000

 $22,500

 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.

 - 12 -

 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 Change (4)

 3.13
 (v)

 Amended
 and Restated Certification of Incorporation (5)

 3.2

 By-laws
 (1)

 Certification
 of the Company's Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
 with respect to the registrant's report on Form 10-K for the year ended March 31, 2024 (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.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (7)

 (1)

 Filed as an exhibit to the Company's Form 10-12G, as filed with the
 SEC on May 3, 2021, and incorporated herein by this reference.

 (2)

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

 (3)

 Filed as an exhibit to the Company's Form 8-K, as filed with the SEC
 on February 23, 2022, and incorporated herein by this reference.

 (4)

 Filed as an exhibit to
 the Company's Form 8-K, as filed with the SEC on September 14, 2022, and incorporated herein by this reference.

 (5)

 Filed as an exhibit to
 the Company's Form 8-K, as filed with the SEC on June 20, 2024, 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.

 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 to be signed on its behalf
by the undersigned, thereunto duly authorized.

 Japan Food Tech Holdings,
Inc.

 (Registrant)

 By: /s/ Koichi
Ishizuka

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

 Dated: August 13, 2024

 In accordance with
the Exchange Act, this report 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

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

 Dated: August 13, 2024

 - 13 -