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
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