Item 8.01 Other Events.

On January 12, 2022, Dr. Foods, Inc., a Nevada Company, Mama Foods Co., Ltd., a Japan Company, and White Knight Co., Ltd., a Japan Company entered into a non-definitive agreement, a "Letter of Intent", whereas it is proposed that Dr. Foods, Inc., will acquire 100% of the controlling interest of Mama Foods Co., Ltd. from White Knight Co., Ltd. in exchange for $500,000 coupled with the issuance of 19,500,000 shares of restricted Preferred Stock to White Knight Co., Ltd. The issuance of shares shall be subject to the rules and limitations set forth by the Securities Act Rule 144.

It should be noted that the terms, conditions, and consideration to be exchanged pursuant to a future definitive agreement for an acquisition of Mama Foods Co., Ltd. by Dr. Foods, Inc. from White Knight Co., Ltd. may be changed, and or renegotiated, if agreed upon by all parties. If this is to occur prior to entering into a binding definitive agreement, any such material change(s) to the letter of intent will be made public by Dr. Foods, Inc. via a Form 8-K it will file with the Securities and Exchange Commission. The Letter of Intent is included in its entirety herein as Exhibit 10.1.

Mama Foods, Co., Ltd. ("Mama Foods") is a food company founded in Japan in 1958, currently offering customers in Japan wholesale and retail products centering on Japanese side dishes, from chilled foods to packed and sterilized food. Mama Foods uses ingredients carefully taken from natural kelp and bonito without adding any chemical seasonings, preservatives, coloring agents, etc. Mama Foods has two existing "in house" production facilities and produces 100% of its current product offerings. From time to time, it also produces products of other third parties, including certain products offered for sale by Next Meats Co., Ltd., such as "Next Kalbi 2.0", a boneless short rib made from meat substitutes. Currently, Mama Foods employs approximately 43 individuals. In 2021, White Knight Co., Ltd. acquired 100% of Mama Foods from its prior controller, in exchange for approximately 1 million USD. The current website for Mama Foods, which includes additional information, can be found here: mama-foods.com/en/

The sole shareholder of Mama Foods Co., Ltd. is White Knight Co., Ltd. White Knight Co., Ltd. is owned and controlled by Koichi Ishizuka. Koichi Ishizuka is Chief Executive Officer, Chief Financial Officer, and Director of Dr. Foods, Inc., Mama Foods Co., Ltd. and White Knight Co., Ltd.





Item 9.01 Exhibits.



Exhibit Number  Description of Exhibit
10.1           Letter of Intent (1)




(1) Filed herewith.

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