Next Meats Holdings, Inc.

What they do

Next Meats Holdings, Inc. was incorporated as Turnkey Solutions, Inc. and reorganized as a blank check company before its majority shareholder, Next Meats Co., Ltd. (NMCO), a Japan company, acquired 35,000,000 shares in November 2020 and installed new management. The company's stated purpose is to acquire NMCO as a wholly owned subsidiary via a June 9, 2021 Share Cancellation and Exchange Agreement, but as of the latest filings the exchange had not been completed. The company itself has no subsidiaries, no assets, and negligible liabilities, and it has abandoned its predecessor's business plan.

Revenue drivers

• Food products (via NMCO, pending acquisition) — The company is in the food business through its proposed acquisition of Next Meats Co., Ltd., but the share exchange had not been completed as of the 10-K/A, so Next Meats Holdings itself has not yet consolidated NMCO's operations. Any revenue from food products would depend on closing that transaction.
• No standalone revenue — For the fiscal year ended April 30, 2021, the company reported no revenue and had not yet begun to generate revenue from operations.

Recent performance

Annual revenue fell from $7.0 million in fiscal 2022 to $1.4 million in fiscal 2023. Net losses were $5.8 million in 2022 and $4.8 million in 2023, with operating cash outflows of $8.5 million and $1.7 million, respectively. Quarterly revenue for the periods ended 2023-04-30 through 2024-01-31 ranged from $196,832 to $305,251. As of 2024-01-31, the company reported total assets of $614,785, total liabilities of $1.5 million, shareholder equity of negative $890,585, and cash and equivalents of $40,000.

Strategy

Management's stated strategy is to complete the Share Cancellation and Exchange Agreement with Next Meats Co., Ltd., under which NXMH would acquire NMCO as a wholly owned subsidiary and NMCO shareholders would exchange their interests for NXMH shares. Completion is conditioned on NMCO completing an audit by a PCAOB-registered firm and NXMH filing a super Form 8-K with Form 10 information on behalf of NMCO. The company has relied on funds from officers and directors, who have no formal commitment to lend. Management has also stated it may seek equity lines or other financing.

Risks

• Going concern — The company has recurring net losses, a working capital deficit, and cash of only $40,000 as of 2024-01-31, raising substantial doubt about its ability to continue as a going concern.
• Dependence on officers and directors — The company has been utilizing funds from officers and directors, who have no formal commitment, arrangement, or legal obligation to advance or loan funds.
• Pending acquisition risk — The proposed acquisition of Next Meats Co., Ltd. had not been completed and is subject to conditions including an audit and an SEC filing, and there is no assurance it will close.
• Restatement risk — The company filed 8-Ks on 2023-07-24 and 2023-08-01 indicating that previously issued financials were not reliable, and it changed accountants in 2024.

Outlook

Management states that in order to implement its plan of operations for the next twelve-month period it requires further funding, and that it may need additional financing after that period for which it currently has no arrangements. If the company cannot raise cash, it states it may have to suspend or cease operations entirely. The company also states it will offer noncash consideration and seek equity lines as a means of financing its operations. No revenue or financing assurances are provided.