#2 UPDATE; 12-15-2021
10-q associated wit $dr.foods [Assets As detailed within our balance sheet,
12-15-2021
https://www.otcmarkets.com/filing/html?id=15421361&guid=eKIwk6-ggFhhOth [the above ????? & $DRFS] HMMM !!!!!
the majority of our assets are currently, as of October 31, 2021, Preferred Stock we hold in
Dr. Foods, Inc., formerly known as, “Catapult Solutions, Inc.”
The value of the Preferred stock we hold in Dr. Foods, Inc.
is recorded, as of October 31, 2021, as having a value of $187,500.
Our other assets, as of October 31, 2021 are comprised of cash and
cash equivalents in the amount of $65,887,
‘accounts receivable, other’ of $794 and inventory of $6,089.
The inventory recorded as of October 31, 2021 is comprised of
alternative meat products held by our subsidiary NextMeats France.
UPDATE; 12-15-2021
associated wit NXMH [i wish owner would make some comments fer us'ins]
NEXT MEATS HLDGS INC.
Common Stock
2.78
0.12
4.51%
2.16 / 2.72 (1 x 1)
https://www.otcmarkets.com/stock/NXMH/profile NEXT MEATS HLDGS INC.
3F 1-16-13 EBISU MINAMI
SHIBUYA-KU
TOKYO M0 150-002
Japan
Principal Executive Offices:
2F Shimizu Building
1-34-16 Shinjuku, Shinjuku-ku
Tokyo 1640011
Japan
81-90-6002-4978
info@nextmeats.co.jp
==========================================================
$DRFS
https://www.otcmarkets.com/stock/DRFS/profile c/o Jeffrey DeNunzio
780 Reservoir Avenue
Cranston, RI 02910
Principal Executive Offices:
6-6-20 Minamiaoyama, Minato-ku
6-6-20 Minamiaoyama
Tokyo 107-0062
Japan
(401)-440-9533
ishizuka@nextmeats.co.jp
UPDATE; 11-03-2021 NOW $DRSF DR.FOODS
does dis help some ????? $drsf now was $cpsl
Koichi Ishizuka is the Chief Financial Officer of Next Meats Co., Ltd.
and Next Meats Holdings, Inc.
He is also our sole officer and Director. Koichi Ishizuka also has
control over White Knight Co., Ltd., a Japan Company.
He also serves as sole officer and Director of White Knight Co., Ltd.
Given the pending acquisition of Next Meats Co., Ltd. by Next Meats Holdings, Inc.
is not yet completed (effective),
it should be noted that as of the current date,
majority control of Next Meats Co., Ltd. remains controlled collectively by Ryo Shirai, Hideyuki Sasaki,
and Koichi Ishizuka (personally and via ownership of White Knight Co., Ltd., a Japan Company).
At this time Next Meats Holdings, Inc. is owned and controlled by Next Meats Co., Ltd.
https://sec.report/Document/0001599916-21-000237/ UPDATE; 10-18-2021
$CPSL
https://dr-foods.net/en/ https://dr-foods.net/en/#feature https://dr-foods.net/en/#products https://dr-foods.net/en/#company Microalgae food
Development of plant-based products using microalgae, that support people's health.
09-09-2021
now @ Dr. Foods, Inc. (CPSL) Other OTC - Other OTC Delayed Price. Currency in USD In watchlist Quote Lookup 0.0394-0.0003 (-0.76%) As of 1:13PM EDT. Market open. https://finance.yahoo.com/quote/CPSL?p=CPSL NOW DR. FOODS 08-28-2021
$CPSL
Catapult Solutions Inc.[NO DEBT][SOLAR TECHNOLOGY] (OTCMKTS: CPSL)
Powerful Runner as Blank Check is Acquired by Tokyo, Based Food-Tech Venture Company Next Meats
now DR. FOODS @ yes https://finance.yahoo.com/quote/CPSL?p=CPSL&.tsrc=fin-srch dr.foods
"[AH WOW WOWZER UPDATE MY FRIEND 7 TO SHAREHOLDERS]"
"[Next Meats is currently rapidly expanding its presence to over 9 countries.]"
https://microcapdaily.com/catapult-solutions-inc-otcmkts-cpsl-powerful-runner-as-blank-check-
is-acquired-by-tokyo-based-food-tech-venture-company-next-meats/132442/
[-chart]microcapdaily.com/wp-content/uploads/2014/10/eciggarette.jpg[/chart]
Catapult Solutions Inc. (OTCMKTS: CPSL) is moving northbound with power
as the Company completes the change of control to Next Meats,
a Tokyo, Japan based food-tech venture company trading at $3.80 per share.
Currently under heavy accumulation CPSL has massive liquidity as
legions of new shareholders accumulate emerging as one of the top
most traded stocks in small caps.
The stock is quickly gaining an enormous international following and
is currently on a blue-sky breakout.
On July 28 CPSL filed an 8k reporting the sale of the Company
for $375,000 to NXMH and its controlling shareholder.
Next Meats, a Tokyo, Japan based food-tech venture company trading
at $3.80 per share specializes in the research and development of Japanese-style alternative meat products.
Next Meats is currently rapidly expanding its presence to over 9 countries.
The Company plans to research various types of alternative proteins
in the future and aim to replace all animal meats by 2050.
CPSL is a clean blank check Company with virtually no debt
and will be fully reporting OTC.
Catapult Solutions Inc. (OTCMKTS: CPSL) is a clean blank check company managed by Corporate Revival Services
(https://www.corporaterevivalservices.com), ;
CPSL will be a FULLY REPORTING Company as per the 10-12G filings.
As you will see from the below,
M/D significantly reduced the A/S by 10B
and wiped-out preferred shares meaning no conversions leaving us
with a 2.4B A/S
On July 28 CPSL filed an 8k reporting the sale of the Company
for $375,000 to NXMH and its controlling shareholder.
NXMH is currently trading at $3.80 per share. The 8k states:
“On July 20, 2021, Catapult Solutions, Inc.,
a Nevada Corporation entered into a Share Purchase Agreement by
and among CRS Consulting, LLC, a Wyoming Limited Liability Company.
White Knight Co., Ltd., a Japan Company and Next Meats Holdings, Inc.,
a Nevada Company pursuant to which, on July 23, 2021,
CRS sold 10,000 shares of the Company’s Series Z Preferred Stock,
representing approximately 81.20% voting control of the Company;
5,000 shares of Series Z Preferred Stock were transferred to WKC
and 5,000 shares of Series Z Preferred Stock were transferred to NXMH.
WKC and NXMH paid consideration of three hundred seventy-five thousand dollars ($375,000)
(the “Purchase Price”).
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.
The sole shareholder of White Knight Co., Ltd., a Japanese Company,
is Koichi Ishizuka.
The majority shareholder of Next Meats Holdings, Inc.,
a Nevada Company, is Next Meats Co., Ltd. Next Meats Holdings, Inc.
is currently an SEC reporting company.
https://twitter.com/JustJessTrading/status/1420374120131272709
https://microcapdaily.com/catapult-solutions-inc-otcmkts-cpsl-powerful-runner-as-blank-check-is-acquired-by-tokyo-based-food-tech-venture-company-next-meats/132442/
========================================================
The new majority shareholder NXMH Based in Tokyo, Next Meats is a food-tech venture company that specializes in the research and development of Japanese-style alternative meat products.
Its journey of product development began in 2017,
and the company was officially established in June of 2020.
In December 2020 they announced their partnership with Toyota-Tsusho Corporation, and was listed on the American OTCBB in January of 2021.
The company is currently rapidly expanding their presence to over 9 countries.
They plan to research various types of alternative proteins in the future and aim to replace all animal meats by 2050.
[-chart]pbs.twimg.com/media/E7inik_VcAM7hVl?format=jpg&name=large[/chart]
Next Meats Co, the alternative meat venture company from Tokyo,
is known for commercializing the world’s first vegan Japanese
barbecue meat analogues—the NEXT Yakiniku series,
as well as the NEXT Gyudon,
which is a vegan simulation of the traditional Japanese beef bowl.
Next Meats has recently gained attention for successfully developing
an alternative egg product,
the NEXT Egg 1.0, and also launching the NEXT Yakiniku in the U.S.
and selling out their first release of products in a day.
Today, Next Meats just revealed their plan to start the construction
of their eco-friendly production facility called the “NEXT Factory”,
in Niigata, Japan, which is the hometown of Ryo Shirai,
one of the two co-founders.
This factory will be a one-stop hub dedicated to alternative protein products
and will include everything from an R&D lab to the production line.
This kind of large-scale facility specifically dedicated to the development of alternative proteins is likely to be the first of its kind in Japan*.
In a press conference announcing the construction of the facility, founders Hideyuki Sasaki
and Ryo Shirai
revealed that the NEXT Factory will incorporate DX systems as well
as solar panels and other sustainable technologies,
and its completion is scheduled for next summer. =========================================================================================================
UPDATE; 08-25-2021
$CPSL
SOME changes with entity, i do see name change to DR. FOODS, INC.
https://www.otcmarkets.com/filing/html?id=15185323&guid=4up1k6FKju8xE3h
reading dis below seems like ah buyout is coming imho.
Our majority shareholders, collectively, Next Meats Holdings Inc.,
and White Knight Co., Ltd.,
and our Board of Directors, comprised solely of Koichi Ishizuka,
executed a resolution to ratify, '
affirm, and
approve a name and
ticker symbol change of the Company.
Pursuant to the aforementioned resolution, the name of the Company was approved to be changed from Catapult Solutions, Inc., to Dr. Foods, Inc.
A Certificate of Amendment to change our name was filed with the Nevada Secretary of State on August 24, 2021 with an effective date of the date of submission.
Effective August 24, 2021:
Article 1 of the certificate of incorporation now states as follows:
1. The name of the Corporation is Dr. Foods, Inc.
The foregoing description of the Amendment to the Company’s Certificate of Incorporation is not complete
and is qualified in its entirety by reference to the full text of the Amendment,
a copy of which is filed as Exhibit 3.1, to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
Currently, as of the filing date of this report,
the Company is pending a FINRA corporate action to effectuate the aforementioned name change from Catapult Solutions, Inc.
to Dr. Foods, Inc., and to change our ticker symbol.
The legal date of our name change, August 24, 2021,
may differ from the market release date when posted on FINRA’s daily list.
An 8-K will be filed with the Commission after completion of our corporate actions that will detail the new CUSIP number for our
common stock and ticker symbol.
The Company’s current business plan is to explore and evaluate
various business opportunities in,
amongst other industries,
the alternative meats and lab-grown food product sectors including
but not limited to mergers,
acquisitions, or business combination transactions after which
the Company would cease to be a "shell" or "blank check" company.
The Company’s principal business objective for the next 12 months
and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate,
short-term earnings.
The Company will not restrict its potential candidate target companies to any specific business
or geographical location and,
thus, may acquire any type of business.
The Company may merge with or acquire another company in which the promoters,
management, or promoters’ or managements’ affiliates or associates, directly or indirectly, have an ownership interest.
(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c) Strength and diversity of management, either in place or scheduled for recruitment;
(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and,
(h) Other relevant factors.
In applying the foregoing criteria,
no one of which will be controlling,
management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries,
and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.
A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may be a merger or acquisition
candidate for the Company.
Nearly all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the Company and, consequently,
we will be at a competitive disadvantage in 'identifying possible business opportunities and successfully completing a business combination.'
Moreover, the Company will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
[-chart]content.edgar-online.com/edgar_conv_img/2021/08/25/0001599916-21-000195_IMAGE_005.JPG[/chart]
08-23-2021 filing
$CPSL CURRENT
Catapult Solutions, Inc. 08-23-2021
https://www.otcmarkets.com/filing/html?id=15179575&guid=D6F1kaMsLmwLtth
Notes to Audited Financial Statements
(Unaudited)
Note 1 Organization and Description of Business
Catapult Solutions, Inc. (we, us, our, the "Company" or the "Registrant") was incorporated in the State of Nevada on February 26, 2021.
On February 26, 2021, Jeffrey DeNunzio was appointed Chief Executive Officer, Chief Financial Officer, and Director of Catapult Solutions, Inc.
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”).
Our director is, and was, the sole director/officer of each constituent corporation in the anticipated 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.
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 common 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
common stock.
At the time of the merger, 10,000 shares of Series Z Preferred Stock were issued to CRS Consulting, LLC,
a Wyoming LLC owned and controlled by Jeffrey DeNunzio,
Thomas DeNunzio and
Paul Moody,
for services rendered to the Company.
Series Z Preferred Stock has no conversion rights to any other class, and every vote of Series Z Preferred Stock has voting rights equal to 1,000,000 votes of Common 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 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.
WKC and NXMH paid consideration of three hundred seventy-five thousand dollars ($375,000) (the “Purchase Price”).
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.
On the Closing Date, July 23, 2021, Mr. Jeffrey DeNunzio resigned as
the Company’s Chief Executive Officer,
Chief Financial Officer,
President, Secretary, Treasurer.
In addition, Mr. DeNunzio resigned as Director on the Closing Date
and his resignation is effective upon the 10th day after the mailing
of the Company’s information statement on Schedule 14f-1 to the Company’s stockholders.
On the Closing Date, Mr. Koichi Ishizuka was appointed as the
Company’s Chief Executive Officer,
Chief Financial Officer,
President, Secretary,
Treasurer,
and Director.
Mr. Ishizuka’s appointment as Director is to be effective upon the
10th day after the mailing of the Company’s information statement
on Schedule 14f-1 to the Company’s stockholders.
As of June 30, 2021, the Company had not yet commenced any operations.
The Company has elected March 31st as its year end.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to
assist in understanding the Company's financial statements.
These accounting policies conform to accounting principles,
generally accepted in the United States of America,
and have been consistently applied in the preparation of the
financial statements.
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.
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 June 30, 2021, and March 31, 2021, were $0 for both periods.
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 June 30, 2021.
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 June 30, 2021, 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
June 30, 2021.
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.
F-5 UPDATE; 08-15-2021 $NXMH RELATED TO $CPSL $NXMH WAS SPAC ENTRY @ $11.48 NOW @ $5.90
Pink Current Information https://www.otcmarkets.com/stock/NXMH/profile
$CPSL [-chart]pbs.twimg.com/media/E8NZBDMX0AUm7bu?format=jpg&name=360x360[/chart]
[-chart]pbs.twimg.com/media/E8NZBDOWUAgWhe-?format=jpg&name=small[/chart]
courtesy of Tyler hackworth @Tylerhackworth3
New dd on $cpsl $nxmx
$Cpsl filing stating $nxmh shares Thinking faceParent company, umbrella, Merging together?
Who becomes Next Meats Co. Ltd is the question Thinking face
@JustJessTrading
@AlexDelarge6553
@MosiahWillis
@HDOGTX
@HectorCannabis
@KingShard1
UPDATING; 08-04-2021
COURTESY OF Tyler hackworth @Tylerhackworth3 $CPSL
https://pbs.twimg.com/media/E790I9KXIAA0KU3?format=jpg&name=large [-chart]pbs.twimg.com/media/E790I9KXIAA0KU3?format=jpg&name=large[/chart]
UPDATING; 08-04-2021
@ PINKS NO DISCRIPTION STILL NO CHANGE !!!!!
@ pinks logo & address , low share count $CPSL MKT CAP 121,552,021
08/03/2021
https://backend.otcmarkets.com/otcapi/company/logo/CPSL CPSL SECURITY DETAILS Share Structure
Market Cap Market Cap.121,552,021
08/03/2021
Authorized Shares.....2,400,000,000
08/03/2021
Outstanding Shares...2,315,276,582
08/03/2021
Restricted.....................169,604,806
08/03/2021
Unrestricted...............2,145,671,776
08/03/2021
Held at DTC...............2,032,244,190
08/03/2021
Float............................2,032,244,190
03/31/2021
Par Value.0.001
ADDING 07-31-2021
Courtesy of JESS 'Catapult Solutions Inc. (CPSL)'
$CPSL Remember this $NXMH is just one of the companies that is a
major shareholder in $CPSL Next Meat $NXMH is all over the world
and headed to NASDAQ They didn’t pay $375,000 for $CPSL for nothing!
Big things coming! Mark it! 'Next Meats Holdings Inc. (NXMH)'
RE;
NXMH also signed a research & development agreement with Nagaoka University of Technology to look into epigenetic applications in creating new alternative meat products.
https://t.co/K286yn1bFb?amp=1 [-chart]pbs.twimg.com/media/E7inik_VcAM7hVl?format=jpg&name=large[/chart]
UPDATING 07-31-2021
SEEING IS BELIEVING CATAPULT SOLUTIONS, INC. : Entry into a Material Definitive Agreement, Changes in Control or Registrant, Change in Directors or Principal Officers,
Financial Statements and Exhibits (form 8-K)
07/28/2021 | 09:13am EDT
Item 1.01 Entry into a Material Definitive Agreement.
https://www.marketscreener.com/quote/stock/CHINA-PRECISION-STEEL-IN-16561453/news/CATAPULT-SOLUTIONS-INC-Entry-into-a-Material-Definitive-Agreement-Changes-in-Control-or-Registr-35989965/ 07/28/2021 | 09:13am EDT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 20, 2021, Catapult Solutions, Inc., a Nevada Corporation (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 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.
WKC and NXMH paid consideration of three hundred seventy-five thousand dollars ($375,000) (the "Purchase Price").
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.
The sole shareholder of White Knight Co., Ltd., a Japanese Company,
is Koichi Ishizuka. The majority shareholder of Next Meats Holdings, Inc.,
a Nevada Company, is Next Meats Co., Ltd. Next Meats Holdings, Inc.
is currently an SEC reporting company.
Except as described herein, there were no arrangements or
understandings among former and new control parties with respect
to the election of directors or other matters.
As required to be disclosed by Item 403(c),
there are no arrangements, known to the Company,
including any pledge by any person of securities of the Company,
the operation of which may at a subsequent date result in a change
in control of the Company.
The foregoing description of the Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Agreement filed herewith as Exhibit 10.1.
Item 5.01 Change in Control of Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 5.01.
Pursuant to the information disclosed above, in Item 1.01 White Knight Co., Ltd.,
a Japan Company, and Next Meats Holdings, Inc. are now our largest controlling shareholders.
The sole shareholder of White Knight Co., Ltd., a Japanese Company,
is Koichi Ishizuka.
The majority shareholder of Next Meats Holdings, Inc. is Next Meats Co., Ltd.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers;
Compensatory Arrangements of Certain Officers.
On the Closing Date, July 23, 2021,
Mr. Jeffrey DeNunzio resigned as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer.
In addition, Mr. DeNunzio resigned as Director on the Closing Date
and his resignation is effective upon the 10th day after the mailing
of the Company's information statement on Schedule 14f-1 to the Company's stockholders.
On the Closing Date, Mr. Koichi Ishizuka was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
Mr. Ishizuka's appointment as Director is to be effective upon the
10th day after the mailing of the Company's information statement
on Schedule 14f-1 to the Company's stockholders.
The resignation of Mr. DeNunzio was not the result of any
disagreement with the Company on any matter relating to its operations, policies, or practices.
There is no arrangement or understanding among the newly appointed officers and directors or any other person pursuant to which they
were appointed as a director and officer of the Company.
Mr. Koichi Ishizuka does not have a direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
At this time, the Company does not have any written employment agreements or other formal compensation agreements with our
new officer and director.
Compensation arrangements are the subject of ongoing development
and the Company will disclose any compensatory arrangements entered
into in the future.
The biographical information of Mr. Koichi Ishizuka is below:
Mr. Koichi Ishizuka, age 49,
attended the University of Aoyama Gakuin where he received his MBA
in 2004. Several years later in 2011 he graduated from the Advanced Management Program at Harvard School of Business.
Following Mr. Ishizuka's formal education,
he took a position as the head of marketing with Thomson Reuters,
a mass media and information firm.
Thereafter, he served as the CEO of Xinhua Finance Japan in 2006,
Fate Corporation in 2008, and LCA Holdings., Ltd in 2009.
Currently, Mr. Ishizuka serves as the Chief Executive Officer of
OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc.,
Photozou Koukoku Co., Ltd., Off Line International, Inc.
and OFF Line Japan Co., Ltd.
He has held the position of CEO with OFF Line Co., Ltd. since 2013, Photozou Co., Ltd since 2016,
Photozou Holdings, Inc since 2017, Photozou Koukoku Co., Ltd. since 2017, Off Line International, Inc. since 2019 and OFF Line Japan Co., Ltd. since 2018.
On November 18, 2020, he was appointed as Chief Financial Officer of Next Meats Holdings, Inc.,
a position he still holds today. On May 7, 2021, Mr. Koichi Ishiukza
was appointed as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Business Solutions Plus, Inc., which is now known as WB Burgers Asia, Inc.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
NUMBER EXHIBIT
10.1 Share Purchase Agreement between Catapult Solutions, Inc.,
CRS
Consulting, LLC, White Knight Co., Ltd. and Next Meats Holdings, Inc.
dated July 20, 2021.
17.1 Officer and Director Resignation Letter $CPSL Filing Agent: DeNunzio Jeffrey
pthi.htm 10-12G
07-26-2021
https://sec.report/Document/0001599916-21-000130/ Commission file number: _________
https://sec.report/Document/0001599916-21-000130/ ;
Prime Time Holdings, Inc.
(Name of Small Business Issuer in its charter)
07-21-2021 Now current; [-chart]www.otcmarkets.com/logos/tier/PS.png[/chart]
Pink Current Information
[-chart]www.otcmarkets.com/badges/verified-profile.png[/chart]
Verified Profile 03/2021
[-chart]www.otcmarkets.com/badges/transfer-agent.png[/chart]
Transfer Agent Verified
07-19-2021 UPDATE;
MENTIONED HERE;
Zidars 07/19/2021 Today Monday ~ 40-50 'HOT' PENNY/SUBPENNY STOCKS NEWS~RUMORS/ MERGERS JVs Pink Current https://www.youtube.com/watch?v=sgWOyStIt6w&ab_channel=FrameworkFortune UPDATE; 06-01-2021
THANK YOU, PERFECT SAUCER BREAKOUT READ. $CPSL I LIKE $HPIL LOTS
[-chart]investorshub.advfn.com/uimage/uploads/2021/5/28/yfrhtDDAmandaCPSL.jpg[/chart]
https://www.corporaterevivalservices.com/status-updates Within this subsection of this website page, “The Company,” and or “Ambient Water” refer to Ambient Water Corp., a Nevada Corporation.? AWGI-Court Order-Signed-A-20-823994-P.pd EVENT: ORDER GRANTING APPLICATION FOR THE APPOINTMENT OF JEFFREY DENUNZIO On February 24, 2021, Jeffrey DeNunzio filed Restated Articles of Incorporation. Amongst other changes, the authorized shares of both Common and Preferred stock were changed and a mandatory conversion of any previous shares of Series A and B Preferred Stock issued/ outstanding were converted into shares of Common stock and such classes of Preferred Series A and B cancelled. The mandatory conversion is detailed within the Restated Articles of Inc. The Restated Articles of Inc. also created a new class of Series Z Preferred stock. See below.? On or about February 25, 2021, 10,000 shares of Series Z Preferred Stock were issued to CRS Consulting, LLC for assisting the Custodian with the resurrection of its corporate charter, reinstating good standing with the Company’s transfer agent and providing services to salvage value for the benefit of shareholders. Jeffrey DeNunzio, Paul Moody and Thomas DeNunzio are members of CRS consulting Services, LLC. Jeffrey DeNunzio is also current custodian of Ambient Water Corporation.? Pursuant to a shareholder meeting on March 29, 2021, Jeffrey DeNunzio was appointed to the position of Director, President, Treasurer, and Secretary.? Ambient Water Corporation has consented to participate in a holding company reorganization (“Reorganization”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the Reorganization will be Ambient Water Corporation (“AWGI” or “Predecessor”), Catapult Solutions, Inc. (“Successor”), and Catapult Merger Sub, Inc. (“Merger Sub”). Our director is the sole director/officer of each constituent corporation in the anticipated Reorganization.? Catapult Solutions, Inc. will issue 1,000 common shares of its common stock to Predecessor and Merger Sub will issue 1,000 shares of its common stock to Catapult Solutions, Inc. prior to the Reorganization. Immediately prior to the merger, Catapult Solutions, Inc. will be a wholly owned direct subsidiary of AWGI and Merger Sub will be a wholly owned and direct subsidiary of Catapult Solutions, Inc. The merger shall become effective at such time as the Articles of Merger are filed and stamped by the Nevada Secretary of State (“Effective Time”). At the Effective Time, Predecessor shall be merged with and into Merger Sub (the “Merger), and Predecessor shall be the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc. (“Successor”) common stock. Catapult Solutions, Inc. will ultimately be successor to Ambient Water Corporation as a result of this reorganization.? Pursuant to the above, on April 23, 2021, Ambient Water Corporation filed Articles of Merger with the Nevada Secretary of State. The merger shall become effective on April 28, 2021 at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor shall be merged with and into Merger Sub (the “Merger), and Predecessor shall be the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of Catapult Solutions, Inc.’s (“Successors”) common stock. Catapult Solutions, Inc. is a shell company with no material operations. In addition, Ambient Water Corporation is pending a FINRA corporate action to process the foregoing Reorganization. Commensurate with this action is a request to change the Company’s stock ticker symbol. The new ticker symbol, and new CUSIP number will be announced via the FINRA daily list. There are no other material events to report as of the time this section was last updated. If there becomes anything else material to report it will be posted here.? Transfer Agent:? $CPSL WAS
$AWGI Olde Monmouth Stock Transfer Co.,Inc. MKT CAP 34,844,913
05/24/2021
http://www.oldemonmouth.com/ 200 Memorial Pkwy
Atlantic Highlands, NJ 07716
Office (732) 872-2727
UPDATED 05-25-2021 NO CHANGE
CPSL SECURITY DETAILS.Share Structure
Market Cap Market Cap..34,844,913
Authorized Shares......2,400,000,000
Outstanding Shares....2,315,276,582
Restricted.Not....Available
Unrestricted.Not Available
Held at DTC.Not Available
Float............................2,032,244,190
Par Value.................0.001
Ticker Symbol: AWGI
Common Shares Authorized: 2,400,000,000
Common Shares Outstanding: 2,315,276,582
Preferred Shares Authorized:
20,000,000 of which 10,000 are designated as Series Z Preferred Stock.
Series Z Preferred Stock has no conversion rights to any other class
and every vote of Series Z Preferred Stock shall have voting rights equal to 1,000,000 votes of Common Stock.
Preferred Shares Outstanding: 10,000 Shares of Series Z
UPDATED 04-26-2021
$AWGIffective Date 04-28-2021 Articles of Merger to all.FILING HISTORY Effective Date 04-28-2021
NEW COMPANY INSERTION EFFECTIVE 04-28-2021
Catapult Solutions Inc
Olde Monmouth Stock Transfer Co., Inc.
http://www.oldemonmouth.com/
200 Memorial Pkwy
Atlantic Highlands, NJ 07716
Office (732) 872-2727
Ticker Symbol: AWGI
Common Shares Authorized: 2,400,000,000
Common Shares Outstanding: 2,315,276,582
Preferred Shares Authorized:
20,000,000 of which 10,000 are designated as Series Z Preferred Stock.
Series Z Preferred Stock has no conversion rights to any other class
and every vote of Series Z Preferred Stock shall have voting rights equal to 1,000,000 votes of Common Stock.
Preferred Shares Outstanding: 10,000 Shares of Series Z VERY IMPORTANT ITEM; 04-29-2021
$AWGI AS STATED BELOW SHARE REDUCTION---A/S - Reduced to 2.4B (~10B reduction)
COURTEST OF CPM $AWGI Moody/Denunzio Moving Fast on $AWGI
Latest filing with NVSOS indicates change in share structure
Case No.: A-20-823994-P
New Share Structure
No Preferred Shares - This is huge as there will be no conversions from preferred to commons in the future...no dilution...HUGE
A/S - Reduced to 2.4B (~10B reduction)
What I really like in that reduction is that they are setting up a Share Structure for a really good size company here.
Again, wiping out preferred shareholders is beautiful, NO CONVERSIONS.
IMO, we should see a pretty large company R/M'ing in here. Beautiful reduction, brings more confidence.
$AWGI --> Buy on dips and HOLD.
Onward and upward.
CPM
FILING HISTORY DETAILS
File Date Effective Date Filing Number Document Type Amendment Type Source View
04/22/2021 04/28/2021 20211406011 Articles of Merger Internal Snap Shot
02/24/2021 02/24/2021 20211258321 Amended and Restated Articles Internal Snap Shot
01/22/2021 01/22/2021 20211238498 Certificate of Amendment by Custodian Internal Snap Shot
01/21/2021 01/21/2021 20211181016 Certificate of Reinstatement Internal Snap Shot
12/19/2017 12/19/2017 20170536154-74 Annual List Internal Snap Shot
01/30/2017 01/30/2017 20170041606-57 Amendment Internal Snap Shot
10/26/2016 10/26/2016 20160470482-24 Annual List External Snap Shot
09/13/2016 09/13/2016 20160404062-55 Certificate of Designation Internal Snap Shot
03/07/2016 03/07/2016 20160105143-93 Amendment Internal Snap Shot
01/14/2016 01/14/2016 20160017525-49 Certificate of Designation Internal Snap Shot
< Previous ... 123 ... Next >Page 1 of 3, records 1 to 10 of 28
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https://www.otcmarkets.com/stock/AWGI/security
$AWGI AWGI SECURITY DETAILS Share Structure mkt cap $22,689,711
04/23/2021
https://www.otcmarkets.com/stock/AWGI/security
Market Cap Market Cap...22,689,711
Authorized Shares......2,400,000,000
Outstanding Shares....2,315,276,582
Restricted............................Available
Unrestricted.................Not Available
Held at DTC..................Not Available
Float.............................2,032,244,190
Par Value....................................0.001
MOODY FILER---01-29-2021
Case No.: A-20-823994-P 
http://42c44033-02b0-4164-bb6a-607abcd35ef7.filesusr.com/ugd/5adfcf_ee2ea825ae5948ee8e370170e6929fdc.pdf Jeffrey DeNunzio 3 780 Reservoir Avenue, #123 4 Cranston, RI 02910 Phone 401- 641-0405 5 NO FAX NUMBER 6 Email: teakwood5@cox.net 8 Custodian,
Pro Se DISTRICT COURT CLARK COUNTY, NEVADA 9 10 In the matter of: 11 12 Ambient Water Corporation, a Nevada corporation ________________________________________ ) Case No.: A-20-823994-P ) ) DEPT. NO.: XXIX ) ) QUARTERLY REPORT OF THE ) CUSTODIAN
COMES NOW, Jeffrey DeNunzio, the appointed Custodian of AMBIENT WATER CORPORATION, who hereby submits this Quarterly Report as requested by this Court through its Order dated December 23, 2020.
1. Jeffrey was previously appointed by this Court as Custodian of AMBIENT WATER CORPORATION on December 16, 2020, pursuant to NRS §78.347. 21 2.
On or about October 30, 2020, Petitioner brought this action as a shareholder of the Corporation 22 seeking appointment of Jeffrey DeNunzio as Custodian of the Corporation because ,
among other things, the 23 24 Corporation had allowed its charter with the State of Nevada to lapse by failing to file the required 25 annual reports and to pay the required annual fees. 26 3.
The last known officers and directors reflected in the records of the Nevada Secretary of State (“NVSOS”) 27 did not object to Plaintiff's Petition, nor did any of the last known shareholders. -
1 - QUARTERLY REPORT OF THE CUSTODIAN
4. Following the entry of the Order appointing Jeffrey DeNunzio as Custodian on December 23, 2020,
the Custodian filed a Certificate of Reinstatement and Certificate of Amendment to Articles of Incorporation with NVSOS in excess of the 10 days requirement pursuant to NRS 78.347
(4) because NVSOS was owed $22,685 and the Company had to borrow money from Petitioner to pay NVSOS.
Custodian paid NVSOS in full and reinstated the Company on January 21, 2021 and filed the Amendment on January 22, 2021.
Custodian has located the last known transfer agent for the Company known as Securities Transfer Corp. who agreed to terminate the Company’s transfer agent and registrar agreement
in exchange for $4,922.50 that was owed by the Company to transfer agent.
Custodian had to borrow money from Petitioner to pay transfer agent. Olde Monmouth Stock Transfer Co., Inc. was appointed as the new transfer agent because they have lower corporate action and maintenance fees.
The Company plans to hold an annual or special meeting of shareholders in the coming weeks.
To date, Custodian has not heard from the previous management of the Company. DATED this 29th day of January, 2020 Respectfully Submitted by:
By: /s/ Jeffrey DeNunzio Jeffrey DeNunzio 780 Reservoir Avenue, #123 Cranston, RI 02910 Phone 401- 641-0405 NO FAX NUMBER Email: teakwood5@cox.net Custodian, Pro Se
http://42c44033-02b0-4164-bb6a-607abcd35ef7.filesusr.com/ugd/5adfcf_ee2ea825ae5948ee8e370170e6929fdc.pdf Possible Custodianship
https://www.vfinancialgroup.com/ November 13, 2017 there were 2,242,475,661 shares of the Company’s common stock were issued and outstanding. ==================================================================================================================================================
https://investorshub.advfn.com/Moody-DeNunzio-Custodian-Shells-38686/ Ambient Water Corp Still ah Shell as of 02-07-2021
ARE TEAM https://www.vfinancialgroup.com/our-team.html COURTESY OF Golden_Cross
$AWGI(.0029) Next Undervalued Paul Moody Custodian Plays To Get To Blue Skies
$ILIM(.0023) and $AWGI(.0029) Next Undervalued Paul Moody Custodian Plays To Get To Blue Skies $ILIM IS IN THEIR OWN NOW !!!!!
Completed Moody Mergers Market Cap $KAVL = ~$110,000,000 Million $TKSI = ~$90,500,00 Million Current Custodian Plays Next to Merge Market Caps $ILIM = ~$4,576,015 Million $AWGI = ~$5,384,000 Million $IALS = ~33,750,000 Million $PERT = ~$25,500,000 Million 02-07-2021
DISCLAIMER: ONLY FOR MICK
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