Next Meats Holdings Inc (NXMH)

[cintrix]

8k out: Item 4.02 Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Review.

On January 28, 2021, our majority shareholder at the time, Next Meats Co., Ltd., along with our Board of Directors, took action to ratify, affirm, and approve the issuance of 452,352,298 shares of the Company's restricted common stock to Next Meats Co., Ltd. The shares were originally accounted for based on the fair market value closing price per share of common stock based on the open market at the time. However, the Company has now determined that the subject valuation analysis was not credible resulting in the subject value conclusion to not be meaningful given the issuance should have been accounted for as a common control transaction. As such, it is the Company’s belief that the open market value of its common shares did not, at that time, reflect the true value of the shares.

The share valuation has been adjusted and is, in the Company’s belief, now corrected and accounted for as a common control transaction, with our now wholly owned subsidiary, at a valuation of $0. The $452,352 increase in the resulting par value of common shares on the Company's balance sheet has been offset by a corresponding decrease in additional paid in capital in the equity portion of the Company's balance sheet.


Given the above issuance has now been reclassified as a common control transaction, the Company intends to file amendments to the following reports to rectify the historical error regarding the aforementioned valuation of shares: the Form 10-Q for the period ended January 31, 2021, the Form 10-K for the year ended April 30, 2021, the Form 10-Q for the period ended July 31, 2021, the Form 10-Q for the period ended October 31, 2021, the Form 10-Q for the period ended January 31, 2022, the Form 10-K for the year ended April 30, 2022, the Form 10-Q for the period ended July 31, 2022, the Form 10-Q for the period ended October 31, 2022, and the Form 10-Q for the period ended January 31, 2023.

Our forthcoming Form 10-K for the year ended April 30, 2023, will also include the above share issuance adjusted and reclassified as described above.

The above reclassification of the share issuance as a common control transaction has been discussed with BF Borgers CPA PC, our current independent registered public accountant, who has agreed with the reclassification of the share issuance described herein.



Item 9.01 Financial Statements and Exhibits.

None.

https://www.otcmarkets.com/stock/NXMH/disclosure