Note 6 - Shareholder Equity

3 Months Ended

Jun. 30, 2024

Equity [Abstract]

Note 6 - Shareholder Equity

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 9,918 and 10,000 shares of Series Z Preferred Stock issued and outstanding as of June 30, 2024 and March 31, 2024, 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.

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 as detailed below:

Designation of Preferred Series Z stock. Ten Thousand (10,000) shares of the Company’s preferred stock shall be designated as Series Z Preferred Stock, $0.0001 par value per share. Initially, there will be no dividends due or payable on the Series Z Preferred Stock. Holders of Series Z Preferred Stock shall have the right to convert every one share of Series Z Preferred into One Million (1,000,000) Common Shares of the Corporation. Series Z Stock may be converted at any time, at the sole discretion of the holder of Series Z Preferred Stock. Converting Series Z Preferred Stock into Common Stock cannot be done if it necessitates an increase to our authorized shares. Each one share of the Series Z Preferred Stock shall have voting rights equal to one million (1,000,000) votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series Z Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation or by-laws.

During the period ended June 30, 2024, the Company recorded a deemed dividend of $396,360 on a preferred stock amendment after authorizing a preferred shares valuation from a third party consultant.

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. 

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 95,708,699 and 13,708,699 shares of common stock issued and outstanding as of June 30, 2024, and March 31, 2024, 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 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.

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.

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 $76,251 during the period ended June 30, 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 $22,496 during the period ended June 30, 2023. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.