UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 31, 2022

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]  

“We”, “Us”, and or “The Company” refer to Dr. Foods, Inc.

All dollar amounts used throughout this Report are in US Dollars, unless otherwise stated.

3.02 Unregistered Sales of Equity Securities

On or about May 31, 2022, we sold 307,692,308 shares of restricted Common Stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.0025 USD per share of Common Stock.

The proceeds from this sale are to be used by the Company for working capital.

The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 

A copy of the specimen subscription agreement for the sale of shares per the above transaction(s) is attached herein as exhibit 10.1. This Form 8-K does not purport to include full details and or terms of the sale of shares to the aforementioned party.

Following the sale of restricted common shares to SJ Capital Co., Ltd., we now have 2,622,968,890 shares of Common Stock issued and outstanding as of the date of this report. 

Item 9.01 Exhibits

EXHIBITS TO FORM 8-K

(1) Filed herewith as an exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.