WB Burgers Asia, Inc S-1/A, filed Oct 11, 2022
WB Burgers Asia, Inc. (WBBA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT
WB Burgers Asia, Inc.
(Exact name of registrant as specified in its charter)
Date: October 11, 2022
| Nevada | 5812 | 00-0000000 |
(State or Other Jurisdiction of Incorporation) |
(Primary Standard Classification Code) | (IRS Employer Identification No.)
|
3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku,
Tokyo, Japan 107-0062
Issuer's telephone number: +81-90-6002-4978
Company email: kishizuka@waybackintl.com
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal mailing address)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |_| | Accelerated filer |_| |
| Non-accelerated filer |X| | Smaller reporting company |X| |
| 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 7(a)(2)(B) of the Securities Act. |_|
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Proposed Maximum Offering Price Per Share (1) |
Underwriting Discounts and Commissions | Maximum Net Proceeds |
|
| Common Stock, $0.0001 par value (Direct Public Offering) | $0.20 | none | 30,000,000 | |
| Common Stock, $0.0001 par value (by Selling Shareholders) | $0.20 | none | 24,647,995.40 | |
| Common Stock, $0.0001 par value (per unit/ share basis) | $0.20 | none | 0.20 | |
Title of Each Class of Securities to be Registered |
Proposed Maximum Offering Price Per Share (1) |
Underwriting Discounts and Commissions | Maximum Net Proceeds | Amount of Registration Fee (2) |
| Common Stock, $0.0001 par value (Total; Inclusive of Direct Public Offering and Resale Offering) | $0.20 | none | 54,647,995.40 | $5,065.87 |
| (1) | The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. |
| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. |
The Registrant hereby amends this Registration Statement (the “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted. There is no minimum purchase requirement for the offering to proceed.
PRELIMINARY PROSPECTUS
WB Burgers Asia, Inc.
273,239,977 SHARES OF COMMON STOCK
$0.0001 PAR VALUE PER SHARE
The common stock of WB Burgers Asia, Inc. is quoted on the OTC Markets Group Inc.’s Pink® Open Market (the “OTC Pink”) under the symbol WBBA. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc.
In this public offering we, “WB Burgers Asia, Inc.” are offering 150,000,000 shares of our common stock and our selling shareholders are offering 123,239,977 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our sole officer and Director, Koichi Ishizuka. There is uncertainty that we will be able to sell any of the 150,000,000 shares being offered herein by the Company. Koichi Ishizuka will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by the Company will be sold at a fixed price, with a maximum offering price of $0.20 per share for the duration of the Offering. Assuming all of the 150,000,000 shares being offered by the Company are sold, the Company will receive a maximum of $30,000,000 in net proceeds. Assuming 112,500,000 shares (75%) being offered by the Company are sold, the Company will receive a maximum of $22,500,000 in net proceeds. Assuming 75,000,000 shares (50%) being offered by the Company are sold, the Company will receive a maximum of $15,000,000 in net proceeds. Assuming 37,500,000 shares (25%) being offered by the Company are sold, the Company will receive a maximum of $7,500,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to further our Company's business plan going forward, and additional funding avenues may be necessary.
This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our director for an additional 90 days. We may however, at any time and for any reason terminate the offering.
Koichi Ishizuka will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his own personal account(s). A conflict of interest may arise as a result of Koichi Ishizuka selling shares from his own personal account(s), and in selling shares on the Company’s behalf. Currently, Koichi Ishizuka, through his direct, and the indirect ownership of the Company via White Knight Co., Ltd., owns and controls approximately 639,350,860 shares of our Common Stock and 1,000,000 shares of our Series A Preferred Stock. We have only one holder holding shares of Preferred Series A Stock, which is White Knight Co., Ltd.
Currently, we have 1,057,340,752 shares of common stock, $0.0001 par value, issued and outstanding and 1,000,000 shares of Series A preferred stock, $0.0001 par value, issued and outstanding. Every one share of Series A Preferred Stock has voting rights equal to 1,000 shares of Common Stock.
As of the date of this Registration Statement, Koichi Ishizuka, through his direct and indirect ownership of the Company, via White Knight Co., Ltd., is able to control approximately 79.30 % of the voting power of the Company. As such, Mr. Ishizuka has the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.
We operate through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., which holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan.
The Master Franchise Agreement provides WB Burgers Japan Co., Ltd. the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WB Burgers Japan Co., Ltd. the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
We seek to make “Wayback Burgers” a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants.
Our first ‘flagship’ location has just opened up this past March 11th of 2022 in the popular shopping plaza of Omotesando, located in the Tokyo prefecture of Japan.
All shares being offered pursuant to this Registration Statement will be sold at a fixed price, not to exceed a maximum of $0.20 per share for the duration of the offering. The Company estimates the costs of this offering at about $55,000. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety.
The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
Through October 31, 2023 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
The date of this prospectus is October 11, 2022.
In this Prospectus, “WB Burgers Asia,” “the Issuer,” the “Company,” “we,” “us,” and “our,” refer to WB Burgers Asia, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ''fiscal year'' refers to our fiscal year ending July 31st. Unless otherwise indicated, the term ''common stock'' refers to shares of the Company's common stock.
This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis” section in this Prospectus.
This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 6, and the financial statements, before making an investment decision.
The Company
We were originally incorporated in the state of Nevada on August 30, 2019, under the name Business Solutions Plus, Inc.
On August 30, 2019, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada (“NSOS”), Restated Articles of Incorporation.
On March 4, 2021, Business Solutions Plus, Inc., (the “Company” or “Successor”) announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.
Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The control shareholder, (at the time) of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor. Jeffrey DeNunzio, as sole member of Flint is (was) deemed to be the indirect and beneficial holder of 405,516,868 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock of the Company representing approximately 93.70% voting control of the Company. Paul Moody, (our now former sole officer/director), was the same officer/director of the Predecessor. There are/were no other shareholders or any officer/director holding at least 5% of the outstanding voting shares of the Company.
Immediately prior to the Effective Time, and under the respective articles of incorporation of Predecessor and Successor, the Successor Capital Stock had the same designations, rights, and powers and preferences, and the qualifications, limitations, and restrictions thereof, as the Predecessor Capital Stock which was automatically converted pursuant to the reorganization.
Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor, as the holding company, contain provisions identical to the Articles of Incorporation and Bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200.
Immediately prior to the Effective Time, the articles of incorporation of Predecessor stated that any act or transaction by or involving the Predecessor, other than the election or removal of directors of the Predecessor, that requires for its adoption under the NRS or the Articles of Incorporation of Predecessor the approval of the stockholders of the Predecessor, shall require in addition the approval of the stockholders of Successor (or any successor thereto by merger), by the same vote as is required by the articles of Incorporation and/or the bylaws of the Predecessor.
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Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor and Merger Sub were identical to the articles of incorporation and bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200;
The Boards of Directors of Predecessor, Successor, and Merger Sub approved the Reorganization, shareholder approval not being required pursuant to NRS 92A.180;
The Reorganization constituted a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code;
Successor common stock traded in the OTC Markets under the Predecessor ticker symbol “IALS” under which the common stock of Predecessor previously listed and traded until the new ticker symbol “BSPI” was announced April 14, 2021, on the Financial Industry Regulatory Authority’s daily list with a market effective date of April 15, 2021. The CUSIP Number 45841W107 for IALS’s common stock was suspended upon market effectiveness. The Company received a new CUSIP Number 12330M107.
After completion of the Holding Company Reorganization, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The Company abandoned the business plan of its Predecessor and resumed its former business plan of a blank check company after completion of the Merger.
On May 4, 2021, Business Solutions Plus, Inc., a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On May 7, 2021, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
A Certificate of Amendment to change our name, from Business Solutions Plus, Inc., to WB Burgers Asia, Inc. was filed with the Nevada Secretary of State on June 18, 2021, with a legal effective date of July 2, 2021. The name change to WB Burgers Asia, Inc., as well as a change of our ticker symbol from BSPI to WBBA, was announced by FINRA, via their “daily list”, on July 7, 2021, with a market effective date of both on July 8, 2021. The new CUSIP number associated with our common stock, as of the market effective date of July 8, 2021, is 94684P100.
On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.
Subsequent to the above action, on or about July 1, 2021, we sold 9,090,909 shares of restricted common stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.20 per share of common stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $1,818,181.80 or approximately 200,000,000 Japanese Yen.
SJ Capital Co., Ltd., is owned and controlled by Senju Pharmaceutical Co., Ltd., a Japanese Company.
Mr. Takeshi Sugisawa, the President of SJ Capital Co., Ltd., authorized the above transaction on behalf of SJ Capital Co., Ltd. Both SJ Capital Co., Ltd., and Senju Pharmaceutical Co., Ltd. are considered non-related parties to the Company.
The proceeds from the above sale of shares went to the Company to be used for working capital.
On August 24, 2021, we sold 1,363,636 shares of restricted common stock to Yasuhiko Miyazaki, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Yasuhiko Miyazaki was approximately $272,727 or approximately 30,000,000 Japanese Yen. Mr. Yasuhiko Miyazaki is not a related party to the Company. The proceeds from the above sale of shares went to the Company to be used for working capital.
In regards to all of the above transactions, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities:
| Name of Purchaser | Common Shares Purchased | Price Paid Per Share | Total Amount Paid ($) | |
|---|---|---|---|---|
| Koichi Ishizuka | 101,363,636 | $0.0001 | 10,136.00 | |
| Rei Ishizuka 1 | 50,000,000 | $0.0001 | 5,000.00 | |
| Kiyoshi Noda | 100,909,091 | $0.0001 | 10,091.00 | |
| Yuma Muranushi | 100,909,091 | $0.0001 | 10,091.00 |
1 Rei Ishizuka is the wife of our sole officer and Director, Mr. Koichi Ishizuka.
In regards to all of the above transactions White Knight Co., Ltd. claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (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.
On September 14, 2021, we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agrees to, and has since forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
The aforementioned Acquisition Agreement is attached as Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange Commission on September 14, 2021. All references to the Acquisition Agreement are qualified, in their entirety, by the text of such exhibit.
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White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka. White Knight Co., Ltd. is our largest controlling shareholder.
WB Burgers Japan Co., Ltd., referred to herein as “WBJ”, which we now operate through and share the same business plan of, holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan.
The Master Franchise Agreement provides WBJ the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WBJ the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
WB Burgers Japan Co., Ltd. seeks to make “Wayback Burgers” a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants.
Following the acquisition of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd., on September 14, 2021, we ceased to be a shell company. Immediately upon our acquisition of WB Burgers Japan Co., Ltd. we adopted the same business plan as WB Burgers Japan Co., Ltd.
On October 22, 2021, we sold 2,252,252 shares of restricted common stock to Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Shokafulin LLP was approximately $450,450 or approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not related parties to the Company. The proceeds from the above sale of shares went to the Company to be used for working capital.
The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
On November 6, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 14,347,826 shares of restricted common stock to the following parties in the respective quantities:
| Name of Purchaser | Common Shares Purchased | Price Paid Per Share ($) | Total Approximate Amount Paid ($) | |
|---|---|---|---|---|
| M&A Company 1 | 1,304,348 | 0.20 | 260,870 | |
| Michinari Yamamoto | 1,304,348 | 0.20 | 260,870 | |
| Atsushi Morikawa | 1,304,348 | 0.20 | 260,870 | |
| Motoki Hirai | 1,304,348 | 0.20 | 260,870 | |
| Tomonori Yoshinaga | 1,739,130 | 0.20 | 347,826 | |
| Go Watanabe | 3,043,478 | 0.20 | 608,696 | |
| Okakichi Co., Ltd 2 | 4,347,826 | 0.20 | 869,565 | |
| Total | 14,347,826 | 0.20 | 2,869,567 |
1 The authorized party of M&A Company, a Japan entity, is Akihiro Ando.
2 The authorized party of Okakichi Co., Ltd, a Japan entity, is Shigeru Okada.
In regards to all of the above transactions White Knight Co., Ltd. claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (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.
On November 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd., consummated a lease agreement with Arai Co., Ltd., a Japanese realty group, for the location of our first Wayback Burgers restaurant. The property is located in the popular shopping plaza of Omotesando, located in the Tokyo prefecture.
On December 27, 2021, we sold 1,315,789 shares of restricted Common Stock to Takahiro Fujiwara, Japanese Citizen, at a price of $0.20 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $263,158. Takahiro Fujiwara is not a related party to the Company.
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 (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.
On or about February 8, 2022, we incorporated Store Foods Co., Ltd., a Japan Company. Store Foods Co., Ltd. is now a wholly owned subsidiary of the Company. Currently, Koichi Ishizuka is the sole Officer and Director of Store Foods Co., Ltd.
To date, Store Foods Co., Ltd. has yet to commence operations. While our future plans for Store Foods Co., Ltd. are not definitive and may change, our intended business purpose for this company are as follows:
1. Food sales;
2. Food wholesale and retail;
3. Chain organizations consisting of food retailers as members;
4. Restaurants;
5. Manufacturing and sales of boxed lunches for catering;
6. Alcohol sales;
7. Health supplement and health drink sales;
8. Manufacturing and sales of functional foods;
9. Lease of goods related to restaurant management;
10. System development;
11. Delivery;
12. Application development and sales;
13. Advertising;
14. Management consulting;
15. All businesses incidental to any of the above.
On March 11, 2022 we opened our first flagship Wayback Burgers location to the public in the Omotesando shopping plaza. At this location, we offer an array of quick bites, including but not limited to traditional hamburgers, fries, shakes, and other alternatives.
On March 29, 2022, 869,565 shares of restricted Common Stock were sold to Hidemi Arasaki, Japanese Citizen, by our controlling shareholder, White Knight Co., Ltd., at a price of $0.20 per share of Common Stock. This was a private sale, not a sale made by the Company. The total amount paid by Hidemi Arasaki was approximately $173,913. Hidemi Arasaki is not a related party to the Company.
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 (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.
On May 20, 2022, we dismissed our independent registered public accounting firm, BF Borgers CPA PC (“BFG”) effective immediately. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka. The report of BFG on the Company’s financial statements for fiscal years ended July 31, 2021 and 2020 included in the Company’s annual report on Form 10-K for the year ended July 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle.
On May 20, 2022, we engaged M&K CPAS, PLLC (“M&K”) as our new independent registered public accounting firm for the fiscal year ending July 31, 2022. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.
On August 8, 2022, we sold 1,586,538 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $50,769. Takahiro Fujiwara is not a related party to the Company.
On August 8, 2022, we sold 2,403,846 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Shokafulin LLP was approximately $76,923. Shokafulin LLP is not a related party to the Company.
On August 12, 2022, we sold 32,065,458 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $1,026,094. Asset Acceleration Axis, LLC is not a related party to the Company.
The Company intends to use the proceeds from the aforementioned sales of shares 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 (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.
On September 13, 2022, we sold 7,262,324 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $232,395. Asset Acceleration Axis, LLC is not a related party to the Company.
The Company intends to use the proceeds from the aforementioned sales of shares 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 (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.
On October 4, 2022, 3,472,222 shares of restricted Common Stock of the Issuer were sold to Mitsuru Ueno, a Japanese Citizen, by White Knight Co., Ltd., at a price of $0.001 per share of Common Stock. This was a private sale. The total amount paid by Mitsuru Ueno was approximately $3,472.
On October 4, 2022, 3,472,222 shares of restricted Common Stock of the Issuer were sold to Motoki Hirai, a Japanese Citizen, by White Knight Co., Ltd., at a price of $0.001 per share of Common Stock. This was a private sale. The total amount paid by Motoki Hirai was approximately $3,472.
The aforementioned sales of shares, on October 4, 2022, were 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 (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.
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Our Offering
We have authorized capital stock consisting of 1,500,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”). Of the shares of our Preferred Stock, 1,000,000 are designated as Series A Preferred Stock, having voting rights whereas every one share of Series A Preferred Stock has voting rights equivalent to 1,000 shares of Common Stock.
We have 1,057,340,752 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding. Through this offering we will register a total of 273,239,977 shares. These shares represent 150,000,000 additional shares of common stock to be issued by us and 123,239,977 shares of common stock by our selling stockholders. We may endeavor to sell all 150,000,000 shares of common stock after this registration becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price, not to exceed $0.20 per share for the duration of the offering. Additionally, all of the shares offered by the selling shareholders will also be sold at the same fixed price as is determined by the Company prior to the effectiveness of this Registration Statement. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.
Koichi Ishizuka will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from his own personal account(s). A conflict of interest may arise as a result of Koichi Ishizuka selling shares from his own personal account(s), and in selling shares on the Company’s behalf. Currently, Koichi Ishizuka, through his direct, and the indirect ownership of the Company via White Knight Co., Ltd., owns and controls approximately 639,350,860 shares of our Common Stock and 1,000,000 shares of our Series A Preferred Stock. We have only one holder holding shares of Preferred Series A Stock, which is White Knight Co., Ltd.
As of the date of this Registration Statement, Koichi Ishizuka, through his direct and indirect ownership of the Company, via White Knight Co., Ltd., is able to control approximately 79.30 % of the voting power of the Company.
All shares being offered pursuant to this Registration Statement will be sold at a fixed price, not to exceed $0.20 for the duration of the offering. The Company estimates the costs of this offering at about $55,000. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety.
Prior to the effectiveness of this Registration Statement, we will determine and disclose the fixed price per share that shares will be offered pursuant to this Offering.
The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.
*We will notify investors by filling a post-effective amendment to our registration statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering.
| Securities being offered by the Company | 150,000,000 shares of common stock, with a fixed price not to exceed $0.20 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.
| |
| Securities being offered by the Selling Stockholders | 123,239,977 shares of common stock, with a fixed price not to exceed $0.20 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times for the duration of the offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. | |
| Offering price per share | We and the selling shareholders will sell the shares at a fixed price, not to exceed a maximum of $0.20 per share for the duration of this Offering. | |
| Number of shares of common stock outstanding before the offering of common stock | 1,057,340,752 common shares are currently issued and outstanding. | |
| Number of shares of common stock outstanding after the offering of common stock | 1,207,340,752 common shares will be issued and outstanding if we sell all of the shares we are offering. | |
| The
minimum number of shares to be sold in this offering |
None. | |
| Market for the common shares | The Common Stock of the Company is quoted on the OTC Markets Group Inc.’s Pink® Open Market (the “OTC Pink”) under the symbol WBBA. | |
| The offering price for the shares will remain constant for the duration of the offering and will be offered at a fixed price per share, not to exceed a maximum of $0.20 per share. | ||
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| Use of Proceeds | We intend to use the gross proceeds for, but not limited to, funding of day to day operations, the opening up new Wayback Burgers locations, expanding our operations into new territories, hiring new staff, marketing, equipment, payment for ongoing reporting requirements, accounting expenses, potential legal fees, and consulting expenses. |
| Termination of the Offering | This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 273,239,977 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering. |
| Terms of the Offering | Our sole Officer and Director, Koichi Ishizuka will sell the 150,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis. |
| Subscriptions: | All subscriptions once accepted by us are irrevocable.
|
| Registration Costs | We estimate our total offering registration costs to be approximately $55,000.
|
| Risk Factors: | See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. |
You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.
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Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.
An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
Risks Relating to Our Company and Our Industry
We rely significantly upon the demand, in general, of product offerings from Wayback Burgers. As a result of our franchising agreement with Jake’s Franchising, we are given the exclusive rights to open and operate Wayback Burgers locations within the country of Japan. We anticipate that the global interest in, and demand for, the products offered by Wayback Burgers will directly impact our financial condition and may cause your investment to be either positively or negatively impacted.
At present, our business plan is solely comprised of opening and operating Wayback Burgers locations within the country of Japan. Any global fluctuation in the demand for Wayback Burgers’ product offerings, which we suspect may translate to increased or decreased demand within Japan, may cause your investment to be either positively or negatively impacted.
Competition from both large, established industry participants and new market entrants may negatively affect our current and future results of operations.
We face vigorous competition from companies throughout the world and in Japan specifically, including large multinational restaurant brand companies. Some established competitors have greater resources and better accessibility than us, therefore they are able to adapt quicker to changes in customer requirements and reach customers easier from all over the globe. As a result of this intense competition there may be upward pressure on selling and promotional expenses. Many competitors have greater financial, technical, marketing and public relations resources. Our sales may be harmed to the extent we may not be able to compete successfully against such restaurants. There can be no assurance that in the future we will be able to successfully compete with current competitors or that we will not face greater competition from other restaurants. If we are unable to continue to compete effectively, it could have an adverse impact on our business, results of operations and financial condition.
In the event that we experience any supply chain disruptions, as a result of Covid-19 or for any other reason, then the results of our operations may be materially impacted.
We rely on local suppliers and distributors to provide us with the ingredients and items that we require in order to create the menu items we offer for sale. In the event that there is any disruption in the supply of these ingredients, then we may not have enough products to meet demand, and in a worst case scenario we may need to expend time and capital in order to find alternative suppliers to meet our evolving needs. Although we do not have reason to believe such an event will occur, we cannot guarantee that it never will. In such an event, the results of our operations may be significantly impacted.
Our business plan depends, in large part, on our ability to attract interest in opening up franchise locations within Japan. If we are not able to generate sufficient interest, then additional franchise locations will not open, and the results of our operations will be materially impacted.
Through our master franchise agreement with Jake’s Franchising, we have the ability to grant franchisees subfranchise rights to establish and operate Franchised Wayback Burgers restaurants within Japan. It is our intent to utilize our flagship location to attract interested franchisees who wish to open additional restaurants within Japan, but if we are unable to generate sufficient interest then there is the possibility that additional Wayback Burger restaurants will not open in the quantity we anticipate, or at all. The agreement we entered into with Jake’s Franchising dictates the cumulative number of Wayback Burgers restaurants that we must have open and in operation within the corresponding timeline, including franchise locations. Full details are available in the related Form 8-K that we have filed with the Securities and Exchange Commission on September 16, 2021, but in summary we must open one restaurant by the end of the 2022 calendar year, three restaurants by the end of the 2023 calendar year, and an additional three restaurants must open, and remain in operation, every following year until December 31, 2041, at which time we must have sixty Wayback Burgers restaurants open and in operation. If we fail to meet these targets, then we would need to renegotiate terms with Jake’s Franchising, or we could potentially lose our master franchise rights in their entirety. This would have a substantial negative impact on our future plans and operations, and would necessitate that we reevaluate our future growth plans and expectations to an as of yet unforeseen extent, but could potentially lead to the full termination of our business activities if we were to lose our master franchise rights.
Mr. Koichi Ishizuka has various business interests and is a control shareholder and/or officer and director of several publicly traded companies. As a result of Mr. Ishizuka’s diverse business activities, he may not have enough available time to allocate to progress the company’s business efforts in an expeditious manner.
Mr. Ishizuka owns and controls several business entities, including Next Meats Holdings, Inc. (an entity we have entered into an informal partnership with). As a result, Mr. Ishizuka has many demands on his time. Although Mr. Ishizuka believes that he has the availability to, and has the intention to, operate WB Burgers Asia, Inc. successfully, there can be no assurances that he will have enough time to devote to the activities of the company as may be required when operations progress. Although we do not believe that there are any direct conflicts of interest that arise through Mr. Ishizuka’s business interests, we believe that time allocation may present a difficulty that Mr. Ishizuka may need to address in, as of yet, unforeseen ways, which could create uncertainty and, in a worst case scenario, may force the company to reevaluate its business objectives and expectations.
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A decline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial condition, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer spending habits, including spending on products relating to the food or beverage products we offer, are affected by, among other things, prevailing economic conditions, levels of unemployment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer spending habits could be adversely affected, and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations.
We face inventory risk, and if we fail to predict accurately demand for products, we may face write-downs or other charges.
We are exposed to inventory risks that may adversely affect operating results as a result of new product launches, changes in product cycles and pricing, limited shelf-life of certain of our products, changes in consumer demand, and other factors. We endeavor to predict accurately, based on reasonable assumptions determined by management’s expectations and direct discussions with distributors and suppliers , the expected demand for products in order to avoid overproduction. Additionally, it may be more difficult to make accurate predictions regarding new food or beverage products, and inaccurate assumptions made by management could have a negative impact upon our operations and results, the extent of which we cannot accurately determine at this time.
The success of our business relies heavily on brand image, reputation, and product quality.
It is important that we maintain and increase the image and reputation of our existing brands and products. Concerns about product quality, even when unsubstantiated, could be harmful to our image and reputation of our brands and products. Our brand image and reputation may also be impacted, in one direction or another, based upon the global actions of Wayback Burgers, over which we have limited, or no, control. We also could be exposed to lawsuits relating to product liability or marketing or sales practices. Deterioration to our brand equity may be difficult to combat or reverse and could have a material effect on our business and financial results.
If we were to lose the services of our sole officer and director, Mr. Koichi Ishizuka, we may not be able to execute our business plan.
We currently depend on the continued services and performance of our sole officer and director, Mr. Koichi Ishizuka. His leadership has played an integral role in our company. The loss of our sole officer and director could disrupt our operations and have an adverse effect on our ability to grow our business. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.
The outbreak of the coronavirus may negatively impact sale of our products that we sell as well as consumer spending, which could adversely affect our business, results of operations and financial condition.
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern. U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.
We are subject to risks arising from the recent global outbreak of the COVID-19 coronavirus.
The recent outbreak of the COVID-19 coronavirus has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic, poses the risk that we or our employees, suppliers, manufacturers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, the continued spread of COVID-19 could disrupt the results of our restaurants’ operations, the overall supply chain, and other related activities, which could have a material adverse effect on our business, financial condition and results of operations. COVID-19 has also had an adverse impact on global economic conditions which could impair our ability to raise capital when needed. While we have not yet experienced any disruptions in our business or other negative consequences relating to COVID-19, the extent to which the COVID-19 pandemic impacts our results will depend on future developments that are highly uncertain and cannot be predicted.
The outbreak of the COVID-19 may adversely affect our customers.
Further, such risks as described above could also adversely affect our customers' financial condition, resulting in reduced spending on the products offered at our current or future restaurants. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.
If the government of Japan places restrictions on restaurants’ ability to operate, as a result of a future Covid-19 outbreak or for any reason whatsoever, then the results of our operations would suffer.
As a result of the Covid-19 pandemic, governments throughout the world have, depending on the severity of the outbreak in their country, placed restrictions on indoor dining which have had a negative impact on the sales of the majority of restaurants. We cannot guarantee with any certainty that such restrictions will not occur in Japan in the future, and we cannot accurately forecast the impact this would have on our operations, as we have recently commenced operations. There is also the possibility that the government may take further actions, in response to Covid-19 or for any other reason, that could materially impact the ability of restaurants to operate at a level consistent with expectations. In such an event, the results of our operations would almost certainly suffer, but we cannot determine to what extent at this time.
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An increase in the cost of energy or the cost of environmental regulatory compliance could affect our profitability.
Energy costs could continue to rise, which would result in higher transportation, freight and other operating costs. We may experience significant future increases in the costs associated with environmental regulatory compliance, including fees, licenses and the cost of capital improvements to our operating facilities in order to meet environmental regulatory requirements. Future operating expenses and margins will be dependent on the ability to manage the impact of cost increases. We cannot guarantee that it will be able to pass along increased energy costs or increased costs associated with environmental regulatory compliance to our customers through increased prices.
The requirements of being a public company may strain our resources, divert our management's attention and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations. Compliance with these rules and regulations have increased our legal and financial compliance costs, made some activities more difficult, time-consuming or costly and increased demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm our business and results of operations. We may need to hire more employees to comply with these requirements in the future, which will increase our costs and expenses.
We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
In the future we may require additional funds, beyond those generated by this offering, to respond to business challenges and or advance our growth. Accordingly, we may need to engage in public or private equity, equity-linked or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business could be adversely affected.
We have limited experience as a public company. Our inability to successfully operate as a public company could cause you to lose part of or your entire investment.
We have limited experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment.
We expect our quarterly financial results to fluctuate.
We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:
| · | Demand for our products; |
| · | Our ability to obtain and retain existing customers or encourage repeat customers; |
| · | Our ability to manage our product inventory; |
| · | General economic conditions; |
| · | Advertising and other marketing costs; and |
| · | Costs of creating and expanding our business to new territories. |
As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of our stockholders.
If we fail to establish and maintain an effective system of internal control, we may be unable to report our financial results accurately or to prevent fraud; any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the future trading price of our common stock.
Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. Although we have established written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, such requirements and application policies may change, and the learning curve may render us having a lack of formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict our ability to timely gather, analyze and report information relative to the financial statements. Our management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff and this will impact the bottom line of our earnings. Any and all efforts to hire additional staff to remedy this deficiency are in the planning stages, and have not yet been determined with any level of specificity. However, we have had preliminary, and informal, discussions with individuals who may be capable of remedying this deficiency.
We believe that government regulations in Japan pertaining to operating a food establishment, are in flux. We will need to ensure that we continue to maintain and comply with any new or changing regulations, related to, but not limited to, operating a food establishment. If we do not do so, we believe our operations may be negatively impacted.
While we believe that we are in compliance with all rules and regulations pertinent to operating a restaurant within Japan, legislation and regulations are in a constant state of flux. Although we anticipate that we will be provided suitable forewarning to ensure compliance with all such changes, we cannot guarantee that will be the case. In the event that we fail to comply with changing rules and regulations, then the results of our operations may suffer and in a worst case scenario we may be forced to scale back or curtail operations entirely. It is the company’s belief that we are in compliance with any and all pertinent regulations in Japan, based on the research of our management. Currently we have a director of food sanitation and a fire protection manager, and we have obtained a restaurant business license from a Japanese Public Health Center in order to operate in compliance with Japanese regulations.
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American investors may have difficulty enforcing judgments against our Company and Officers.
We are a Nevada corporation and most of our assets are and will continue to be located outside of the United States. Almost all of our operations will and are already conducted in Japan. In addition, our sole officer and director is a national and resident of a country other than the United States, with the majority of his assets outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon them. It may also be difficult to enforce court judgments on the civil liability provisions of the U.S. federal securities laws against our Company and our officers and director, since they are not residents in the United States. In addition, there is uncertainty as to whether the courts of Japan or other Asian countries would recognize or enforce judgments of U.S. courts.
If we fail to obtain the capital necessary to fund our operations, our financial results, financial condition and our ability to continue as a going concern will be adversely affected and we will have to scale back, or possibly even cease, operating activities. Our Auditor has issued a going concern opinion regarding our activities given we have not established a source of revenue great enough to cover our operating expenses.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of the Company’s financial statements, as of April 30, 2022. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established any source of revenue significant enough to cover its operating costs. Although the company is now generating revenue, the Company has thus far continued to incur a net loss and does not have enough cash on hand to cover the anticipated expenses forecasted for the next twelve months (approximately $30,000,000). A detailed allocation of the funding we believe we need to operate for the next twelve months can be found in the Use of Proceeds section on page 22. Should the Company not receive sufficient funding to further its planned business objectives, the Company may need to scale back or cease operations entirely, or reassess its business strategy and allocation of available capital.
In the absence of sufficient revenue, management plans to fund operating expenses with related party contributions to capital and the sale of shares of stock. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
The JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:
-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
-be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and
-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.
Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.
We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
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Risks Relating to the Company’s Securities
We do not intend to pay dividends on our common stock.
We have no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock.
We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur.
As a result of Mr. Koichi Ishizuka’s voting control of the Company, he has the ability to control virtually all business matters, and matters which require a vote of shareholders.
Mr. Ishizuka owns and controls approximately 79.30% of the voting control of the company. As a result, Mr. Ishizuka has the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. Consequently, shareholders will not be able to materially influence matters that require a vote of shareholders, and there is no possibility that the company may be taken over by a third party given Mr. Ishizuka’s current equity stake in the Company.
A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock.
A large number of shares issued in this offering may be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradable without restriction or further registration under the Securities Act.
We may issue shares of preferred stock in the future which may adversely impact your rights as holders of our common stock.
Our Certificate of Incorporation authorizes us to issue up to 200,000,000 shares of preferred stock, of which 1,000,000 are designated as Series A Preferred Stock with super voting rights. Every one share of Preferred Series A Stock has super voting rights that allows for 1,000 votes for every vote of Common Stock.
Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. At this time, we have 1,000,000 shares of Series A Preferred Stock issued and outstanding. These shares our owned entirely by White Knight Co., Ltd., an entity owned and controlled by Koichi Ishizuka.
Our preferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
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Risks Relating to this Offering
Investors cannot withdraw funds once invested and will not receive a refund.
Investors do not have the right to withdraw invested funds. Subscription payments will be paid to WB Burgers Asia, Inc., or a subsidiary of the company, and held in our, or a subsidiary’s corporate bank account, if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.
We may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.
We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.
We are selling the shares of this offering without an underwriter and may be unable to sell any shares.
This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our Chief Executive Officer, Koichi Ishizuka, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan. Furthermore, Mr. Ishizuka is selling shares on his own behalf, in addition to those shares he is selling on behalf of the company. While Mr. Ishizuka intends to prioritize selling shares of the company before his own, he is under no obligation to do so and there can be no assurance that Mr. Ishizuka will offer to sell securities on behalf of the company before he offers to sell his own.
We may require additional funding to satisfy our future capital needs, and future financing strategies may adversely affect holders of our common stock.
Our operations may require additional funding. We do not know whether additional financing will be available to us on favorable terms or at all. To the extent we are successful in raising additional capital by issuing equity securities, our stockholders are likely to experience substantial dilution. Any additional equity securities we issue may have rights, preferences or privileges senior to those of existing holders of stock. To the extent that we raise additional funds through collaboration and or other arrangements, we may be required to relinquish some rights that may be perceived to be disfavorable to us. There can be no assurance that we will be able to obtain adequate capital funding in the future to continue operations and implement our strategy. As a result of these uncertainties, there is substantial doubt about our ability to continue as a going concern.
Our common stock is quoted on the OTC Markets Group Inc.’s Pink® Open Market (the “OTC Pink”) under the symbol WBBA. There is currently a limited trading market in the Company’s shares of common stock. As a result of the limited trading market, investors who decide to purchase shares pursuant to this offering may experience limited liquidity, and may experience limited ability to sell shares in the open market.
Our common stock is quoted on the OTC Markets Group Inc.’s Pink® Open Market (the “OTC Pink”) under the symbol WBBA. There is currently a limited trading market in the Company’s shares of common stock. As a result of the limited trading market of our common stock, investors who decide to purchase shares as a result of this offering may experience limited demand for their shares of common stock, which may limit their ability to sell their shares in the open market.
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We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and investors will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management may not apply the net proceeds from this offering in ways that ultimately increase the value of investors’ investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.
We will continue to incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.
We will continue to incur significant legal, accounting and other expenses as a result of being a public company. We will also continue to incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and the OTC Markets Group. Our executive officers and other personnel will need to continue to devote substantial time to these rules and regulations. These rules and regulations are expected to result in higher than average legal and financial compliance costs than if we were a private company and they are expected to make some other activities more time-consuming and costly. These rules and regulations may also make it difficult and expensive for us to obtain directors' and officers' liability insurance. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers of the Company, which may adversely affect investor confidence and could cause our business or stock price to suffer.
We will continue to incur ongoing costs and expenses to comply with SEC reporting requirements and to remain in compliance. Without substantive revenue, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
We are, and we will continue to be, required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a portion of our available cash resources. We only recently began generating revenues as a result of opening our first Wayback Burgers restaurant location. If we are unable to generate sufficient revenues, or should we not have available cash reserves to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.
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The Company is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies.
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.
Emerging Growth Company
The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:
| · | be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act; |
| · | be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”; |
| · | be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting; |
| · | be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended; |
| · | be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and, |
| · | be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies). |
Our company will continue to be an emerging growth company until the earliest of:
| · | the last day of the fiscal year during which we have annual total gross revenues of $1.07 billion or more; |
| · | the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act; |
| · | the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or |
| · | the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2). |
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SUMMARY OF OUR FINANCIAL INFORMATION
The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.
WB Burgers Asia, Inc.
Balance Sheet
(Audited)
July 31, 2021 |
July 31, 2020 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | 1,818,192 | $ | - | |
| TOTAL ASSETS | $ | 1,818,192 | $ | - | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accrued expenses | 9,250 | - | |||
| Total Current Liabilities | 9,250 | - | |||
| TOTAL LIABILITIES | 9,250 | - | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($.0001 par value, 200,000,000 shares authorized; 1,000,000 and 0 issued and outstanding as of July 31, 2021 and July 31, 2020, respectively) | 100 | - | |||
| Common stock ($.0001 par value, 1,500,000,000 shares authorized, 509,090,909 shares at $.0001 par value and 1,000,000 shares at $.001 par value issued and outstanding as of July 31, 2021 and July 31, 2020, respectively) | 50,909 | 1,000 | |||
| Additional paid-in capital | 1,886,170 | 1,074 | |||
| Accumulated deficit | (128,237) | (2,074) | |||
| Total Stockholders’ Equity (Deficit) | 1,808,942 | - | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | 1,818,192 | - |
The accompanying notes are an integral part of these audited financial statements.
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WB Burgers Asia, Inc.
Statement of Operations
(Audited)
| For the Year Ended July 31, 2021 | For the Period August 30, 2019 (Inception) to July 31, 2020 | |||
| Operating expenses | ||||
| Share based compensation | $ | 100,000 | $ | - |
| General and administrative expenses | 26,163 | $ | 2,074 | |
| Total operating expenses | 126,163 | 2,074 | ||
| Net loss | $ | (126,113) | (2,074) | |
| Basic and Diluted net loss per common share | $ | (0.00) | (0.00) | |
| Weighted average number of common shares outstanding - Basic and Diluted | 500,772,105 | 1,000,000 |
The accompanying notes are an integral part of these audited financial statements.
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WB Burgers Asia, Inc.
Consolidated Balance Sheet
(Unaudited) |
July 31, 2021 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | 291,883 | $ | 1,848,213 | |
| Accounts receivable, other | 10,244 | - | |||
| Advance payments | 4,391 | - | |||
| Inventories | 4,692 | - | |||
| Prepaid expenses | 32,800 | - | |||
| Total Current Assets | 344,010 | 1,848,213 | |||
| Equipment and leasehold improvement, net depreciation | 990,262 | - | |||
| Right of use asset | 530,268 | - | |||
| Deposits | 275,493 | - | |||
| Franchise rights, net amortization | 2,553,750 | 2,700,000 | |||
| TOTAL ASSETS | $ | 4,693,783 | $ | 4,548,213 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable | 45,402 | 1,005 | |||
| Income tax payable | 45 | - | |||
| Lease liability, short term | 30,130 | - | |||
| Accrued expenses and other payables | 11,175 | 9,250 | |||
| Total Current Liabilities | 86,752 | 10,255 | |||
| Lease liability, long term | 500,138 | - | |||
| Loan to Company – related party, net accumulated interest | - | 2,688,989 | |||
| TOTAL LIABILITIES | 586,890 | 2,699,244 | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 1,000,000 issued and outstanding as of April 30, 2022 and July 31, 2021) | 100 | 100 | |||
| Common stock ($0.0001 par value, 1,500,000,000 shares authorized, 1,014,022,586 and 509,090,909 shares issued and outstanding as of April 30, 2022 and July 31, 2021, respectively) | 101,402 | 50,909 | |||
| Non-controlling interest | 100,653 | 91,979 | |||
| Additional paid-in capital | 5,182,713 | 1,886,170 | |||
| Accumulated deficit | (1,048,087) | (198,404) | |||
| Accumulated other comprehensive income | (229,888) | 18,215 | |||
| Total Stockholders’ Equity | 4,106,893 | 1,848,969 | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | 4,693,783 | 4,548,213 |
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WB Burgers Asia, Inc.
Consolidated Statement of Operations
(Unaudited)
Three Months Ended April 30, 2022 |
Three Months Ended April 30, 2021 |
Nine Months Ended April 30, 2022 |
Nine Months Ended April 30, 2021 | |||||
| Revenues | $ | 70,982 | $ | - | $ | 70,982 | $ | - |
| Cost of revenue | 369,494 | - | 369,494 | - | ||||
| Gross profit (loss) | $ | (298,512) | $ | - | $ | (298,512) | $ | - |
| Operating expenses | ||||||||
| General and administrative expenses | $ | 241,009 | $ | 102,472 | $ | 594,837 | $ | 111,272 |
| Total operating expenses | 241,009 | 102,472 | 594,837 | 111,272 | ||||
| Net operating loss | $ | (539,521) | $ | (102,472) | $ | (893,349) | $ | (111,272) |
| Other Income (Loss) | ||||||||
| Gain (loss) on foreign currency exchange | (1,355) | - | 63,198 | - | ||||
| Interest credit (expense) | (13,069) | - | (19,532) | - | ||||
| Total other income (loss) | (14,424) | - | 43,666 | - | ||||
| Income (loss) before income taxes provision | $ | (553,945) | $ | (102,472) | $ | (849,683) | $ | (111,272) |
| Provision for income taxes | - | - | - | - | ||||
| Net loss | (553,945) | (102,472) | (849,683) | (111,272) | ||||
| Other comprehensive income | ||||||||
| Currency translation adjustment | (312,647) | - | (248,103) | - | ||||
| Comprehensive Loss | $ | (866,592) | $ | (102,472) | $ | (1,097,786) | $ | (111,272) |
| Basic and Diluted net loss per common share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |
| Weighted average number of common shares outstanding - Basic and Diluted | 1,014,022,586 |
500,000,000 |
930,082,232 |
500,000,000 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
You should read the following “Management’s Discussion and Analysis” in conjunction with the section inclusive of our financial statements and the related notes provided elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Risk Factors”, beginning above on page 6.
We make forward-looking statements in this Registration Statement, in other materials we file with the Securities and Exchange Commission (the “SEC”) or otherwise release to the public. In addition, our management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our food and beverage products, and other statements of our plans, beliefs, or expectations, including the statements contained in this section, regarding our future plans, strategies and expectations are forward-looking statements. In some cases, these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Business Summary
We operate through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., which holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan.
The Master Franchise Agreement provides WB Burgers Japan Co., Ltd. the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WB Burgers Japan Co., Ltd. the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
We seek to make “Wayback Burgers” a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants.
On March 11, 2022 we opened our first flagship Wayback Burgers location to the public in the Omotesando shopping plaza, located in the Tokyo prefecture. At this location, we offer an array of quick bites, including but not limited to traditional hamburgers, fries, shakes, and other alternatives.
Through our master franchise agreement with Jake’s Franchising, we have the ability to grant franchisees subfranchise rights to establish and operate Franchised Wayback Burgers restaurants within Japan. It is our intent to utilize our flagship location to attract interested franchisees who wish to open additional restaurants within Japan. Currently, we have not yet entered into any subfranchising agreements.
It should be noted that on or about February 8, 2022, we incorporated Store Foods Co., Ltd., a Japan Company. Store Foods Co., Ltd. is also a wholly owned subsidiary of the Company. To date, Store Foods Co., Ltd. has yet to commence operations. Our plans for Store Foods Co., Ltd. are not currently defined in any level of specificity, however, we intend for the Company to be involved in food sales, food delivery, and any business activities incidental to the food and beverage space.
Over the next twelve months, we seek to market, advertise and enter into new subfranchising agreements with new franchisees in Japan. While there is no guarantee that we will be successful, over the course of 2022, we are aiming to open five Wayback Burgers restaurants throughout Japan, with one of these restaurants directly managed by us while the remaining four would ideally be franchise locations. We seek to fund these activities through generation of future revenue, and the sale of common stock, and as such this number may increase or decrease depending on the results of our operations. In the event that our revenue is not sufficient to fund such activities at all, then we may be forced to materially alter our plans and expectations.
In addition to the above, we will seek to broaden our operations into new countries pursuant to our Master Franchise Agreement with Jake’s Franchising LLC. We are not yet able to accurately forecast whether or not we will be able to move into new territories within the next twelve month period, but it is our current intent to do so.
Over the next twelve month period we will also be marketing and advertising the product offerings of our flagship restaurant location in Tokyo, Japan. We anticipate that during the next twelve month period we will continue to forge new relationships with suppliers and, as a result, we may adapt our menu items accordingly to cater to the preferences of our customers. Currently, amongst other menu items, we offer plant based products distributed by Next Meats Co., Ltd., a Japan Company. We believe this to be one example of efforts we have taken to cater to what we believe to be the tastes of our customers seeking healthier, plant based alternatives. These plant based alternatives are in addition to the many existing traditional menu items we offer, including traditional hamburgers, fries, and milkshakes.
As a result of the Covid-19 pandemic, governments throughout the world have, depending on the severity of the outbreak in their country, placed restrictions on indoor dining which have had a negative impact on the sales of the majority of restaurants. We cannot guarantee with any certainty that such restrictions will not occur in Japan in the future, and we cannot accurately forecast the impact this would have on our operations, as we have recently commenced operations. There is also the possibility that the government may take further actions, in response to Covid-19, or for any other reason, that could materially impact the ability of restaurants to operate at a level consistent with expectations. In such an event, the results of our operations would almost certainly suffer, but we cannot determine to what extent at this time.
Liquidity and Capital Resources
As of July 31, 2021, and 2020, we had cash and cash equivalents in the amount of $1,818,192 and $0, respectively. The variance in our cash balance from July 31, 2020 to July 31, 2021 is the result of the Company having secured an investment during our 2021 fiscal year from the sale of our common stock.
On or about July 1, 2021, we sold 9,090,909 shares of restricted common stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.20 per share of common stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $1,818,181.80 or approximately 200,000,000 Japanese Yen. SJ Capital Co., Ltd. is not a related party to the Company. The proceeds from the above sale of shares went to the Company to be used for working capital.
As of January 31, 2022 we had cash and cash equivalents in the amount of $3,237,271. The increase in our cash balance from July 31, 2021 to January 31, 2022 is attributed to additional investments gained from the sales of our common stock. The proceeds from the sales of these shares of common stock also went to the Company to be used for working capital.
Through this offering we are seeking additional capital investments to further our business agenda, however we believe our cash balance is sufficient to fund our current level of day to day operations. We are uncertain of the length of time our current cash reserves will be sufficient given we are at an early stage in our operations, having only recently opened up our first physical restaurant location. In addition to prior investments, we have relied upon funding from our sole Officer and Director. There is the possibility, that are current funding expectations will be insufficient to meet our cash needs and we may need to seek out alternative means of funding.
Assets
As of July 31, 2021 and July 31, 2020 we had total assets, respectively, of $1,818,192 and $0. The large disparity in assets from July 31, 2020 to the following fiscal year end, July 31, 2021 is attributed to the fact that we realized a significant investment during our 2021 fiscal year.
As of January 31, 2022 we had total assets of $7,001,865 primarily comprised of cash and cash equivalents, franchise rights, equipment and construction in progress. Our assets increased from July 31, 2021 to January 31, 2022 in most part from having, during this time frame, garnered additional investments, equipment purchased for our restaurant location, and the buildout of the restaurant location in the Omotesando shopping plaza, located in the Tokyo prefecture of Japan.
Liabilities
As
of July 31, 2021 and July 31, 2020 we had total liabilities, respectively, of $9,250 and $0. As of July 31, 2021 our liabilities consisted
of accrued expenses primarily attributed to professional fees, and accounts payable.
As of January 31, 2022 our total liabilities increased to $2,258,253, as a result of accrued expenses, accounts payable, and income taxes payable.
On September 14, 2021, following our fiscal year ended July 31, 2021, we acquired 100% of the equity interest of WB Burgers Japan Co., Ltd., a Japan Company. Following the acquisition, we ceased to be a shell company and adopted the same business plan as that of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd. Since beginning material operations, our overall expenses and liabilities have begun to rise considerably. As mentioned, we also had to fund the buildout of our first restaurant location in the Omotesando shopping plaza, located in the Tokyo prefecture of Japan.
Additional Paid-In Capital
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $41,380 during the period ended January 31, 2022. 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 totaling $6,400 during the year ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the year ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021.
The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Revenues
For the year ended July 31, 2021, and 2020, we generated no revenue. We also generated no revenue for the quarter ended January 31, 2022. Prior to our acquisition of WB Burgers Japan Co., Ltd. we had not yet commenced material operations. Via our wholly owned subsidiary, WB Burgers Japan Co., Ltd. we opened up our first Wayback Burgers location on March 11, 2022. Upon opening up our restaurant to the public, we immediately began generating revenue from the sale of food and beverages. There is no guarantee that the revenue we generate will be adequate to fund our operations for any given length of time or will be adequate to meet our financial demands for any period of time.
Net Loss
We recorded a net loss of $126,113 and $2,074 for the year ended July 31, 2021, and 2020, respectively. The greater net loss for the year ended July 31, 2021, as opposed to the year ended July 30, 2020, is attributed to an increase in general and administrative expenses coupled with share-based compensation. For the quarter ended January 31, 2022 we had net income of $1,957,617 attributed primarily to gains on the forgiveness of debt.
At this point in time we cannot accurately forecast, with any level of specificity, if we will experience a net loss or net income going forward, and if so to what extent, as it will depend in large part upon the progression of our developing business objectives.
Going Concern
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of the Company’s financial statements, as of April 30, 2022. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established any source of revenue significant enough to cover its operating costs. Although the company is now generating revenue, the Company has thus far continued to incur a net loss and does not have enough cash on hand to cover the anticipated expenses forecasted for the next twelve months (approximately $30,000,000). A detailed allocation of the funding we believe we need to operate for the next twelve months can be found in the Use of Proceeds section on page 22. Should the Company not receive sufficient funding to further its planned business objectives, the Company may need to scale back or cease operations entirely, or reassess its business strategy and allocation of available capital.
In the absence of sufficient revenue, management plans to fund operating expenses with related party contributions to capital and the sale of shares of stock. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
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This section includes market and industry data that we have developed from publicly available information, various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.
As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.
Japanese Food-Service Market
The Japanese Food-Service Market is Segmented by Type (Full-service Restaurants, Quick Service Restaurants, Cafes, Bars, 100% Home Delivery Restaurants, Street Stalls and Kiosks) and Structure (Independent Consumer Food Service and Chained Consumer Food Service). We believe Japanese consumers, in general, tend to be highly demanding, putting great emphasis on quality and branding and are willing to spend more resources on value-added products. (1)
The Japanese food service market was valued at USD 142.84 billion in 2020, and it is projected to witness a CAGR of 0.84% during the forecast period, 2021 - 2026. The coronavirus pandemic has made short-term projections hard to predict, with sales in March 2020 down almost 40% for some food companies. Japanese food service operators, which rely on lunch and dinner demand from business workers, are also suffering as more companies have employees working from home at the government’s request. (1)
According to a report released by TableCheck Inc., the percentage of reservations (dining reservations) being canceled increased about 3.6 times before the pandemic for groups of 10 or more. A French restaurant and bar named Scene near Hachioji Station on the Keio Line, earlier in June 2020, launched take-out and delivery services which we believe many others will begin offering if not already, due in part to the changing attitudes of dining out as a result of the ongoing pandemic. We believe take-out and delivery services, along with menu options that are quick to prepare, increasing in consumer demand. (1)
The variety of restaurants and menu items available in the Japanese food service industry continues to expand in the country, as Japanese consumers are interested in trying a new and vast variety of cuisines, which are available at their convenience in Japan. Food from Europe, Asia, Australia, and the Americas are becoming increasingly popular, partly due to a large number of Japanese traveling abroad every year.
The Japanese food service market is highly competitive, with a major market share held by prominent companies, such as McDonald’s Corporation, Yum! Brands Inc., Zensho Holdings Co. Ltd, Skylark Group, MOS Food Services Inc., and Yoshinoya Holdings Co. Ltd. Zensho Holdings Co. Ltd, with the largest market share of 2.76% in 2020, emerging as the market leader, and Skylark Group holding the second-largest share with 1.66%. (1)
Currently, in the Japanese market, hamburgers and related fast-food options have been prevalent, with high-end gourmet hamburgers being in the most expensive category consisting usually of single restaurant locations, followed by lesser expensive hamburger options via chain restaurants such as Shake Shack and MOS Premiums. The size of the current market for hamburgers in Japan is approximately $6.6 Billion (2020), and has been steadily increasing ever since 2015. It is also projected to grow by approximately 5% over the next few years. Hamburgers are considered to be one of the few food categories that were not affected by COVID-19 in Japan and were able to take advantage of home deliveries and to-go orders during the pandemic. (Source: Fuji Keizai Group 2020.)
Source:
1.https://www.reportlinker.com/p06036755/Japan-Foodservice-Market-Growth-Trends-COVID-19-Impact-and-Forecasts.html?utm_source=GNW
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This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.
Corporate History
We were originally incorporated in the state of Nevada on August 30, 2019, under the name Business Solutions Plus, Inc.
On August 30, 2019, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada (“NSOS”), Restated Articles of Incorporation.
On March 4, 2021, Business Solutions Plus, Inc., (the “Company” or “Successor”) announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.
Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The control shareholder, (at the time) of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor. Jeffrey DeNunzio, as sole member of Flint is (was) deemed to be the indirect and beneficial holder of 405,516,868 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock of the Company representing (at the time) approximately 93.70% voting control of the Company. Paul Moody, (our now former sole officer/director), was the same officer/director of the Predecessor. There are/were no other shareholders or any officer/director holding at least 5% of the outstanding voting shares of the Company.
Immediately prior to the Effective Time, and under the respective articles of incorporation of Predecessor and Successor, the Successor Capital Stock had the same designations, rights, and powers and preferences, and the qualifications, limitations, and restrictions thereof, as the Predecessor Capital Stock which was automatically converted pursuant to the reorganization.
Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor, as the holding company, contain provisions identical to the Articles of Incorporation and Bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200.
Immediately prior to the Effective Time, the articles of incorporation of Predecessor stated that any act or transaction by or involving the Predecessor, other than the election or removal of directors of the Predecessor, that requires for its adoption under the NRS or the Articles of Incorporation of Predecessor the approval of the stockholders of the Predecessor, shall require in addition the approval of the stockholders of Successor (or any successor thereto by merger), by the same vote as is required by the articles of Incorporation and/or the bylaws of the Predecessor.
The Reorganization constituted a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code;
Successor common stock traded in the OTC Markets under the Predecessor ticker symbol “IALS” under which the common stock of Predecessor previously listed and traded until the new ticker symbol “BSPI” was announced April 14, 2021, on the Financial Industry Regulatory Authority’s daily list with a market effective date of April 15, 2021. The CUSIP Number 45841W107 for IALS’s common stock was suspended upon market effectiveness. The Company received a new CUSIP Number 12330M107.
After completion of the Holding Company Reorganization, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The Company abandoned the business plan of its Predecessor and resumed its former business plan of a blank check company after completion of the Merger.
On May 4, 2021, Business Solutions Plus, Inc., a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On May 7, 2021, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
A Certificate of Amendment to change our name, from Business Solutions Plus, Inc., to WB Burgers Asia, Inc. was filed with the Nevada Secretary of State on June 18, 2021, with a legal effective date of July 2, 2021. The name change to WB Burgers Asia, Inc., as well as a change of our ticker symbol from BSPI to WBBA, was announced by FINRA, via their “daily list”, on July 7, 2021, with a market effective date of both on July 8, 2021. The new CUSIP number associated with our common stock, as of the market effective date of July 8, 2021, is 94684P100.
On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.
On September 14, 2021, we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agrees to, and has since forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
The aforementioned Acquisition Agreement is attached as Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange Commission on September 14, 2021. All references to the Acquisition Agreement are qualified, in their entirety, by the text of such exhibit.
WB Burgers Japan Co., Ltd., referred to herein as “WBJ”, which we now operate through and share the same business plan of, holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan.
The Master Franchise Agreement provides WBJ the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WBJ the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
WB Burgers Japan Co., Ltd. seeks to make “Wayback Burgers” a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants.
Following the acquisition of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd., on September 14, 2021, we ceased to be a shell company. Immediately upon our acquisition of WB Burgers Japan Co., Ltd. we adopted the same business plan as WB Burgers Japan Co., Ltd.
On November 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd., consummated a lease agreement with Arai Co., Ltd., a Japanese realty group, for the location of our first Wayback Burgers restaurant. The property is located in the popular shopping plaza of Omotesando, located in the Tokyo prefecture.
On or about February 8, 2022, we incorporated Store Foods Co., Ltd., a Japan Company. Store Foods Co., Ltd. is now a wholly owned subsidiary of the Company. Currently, Koichi Ishizuka is the sole Officer and Director of Store Foods Co., Ltd. At present, Store Foods Co., Ltd. has yet to commence operations.
To date, Store Foods Co., Ltd. has yet to commence operations. While our future plans for Store Foods Co., Ltd. are not definitive and may change, the intended business purpose of the Company is as follows:
1. Food sales;
2. Food wholesale and retail;
3. Chain organizations consisting of food retailers as members;
4. Restaurants;
5. Manufacturing and sales of boxed lunches for catering;
6. Alcohol sales;
7. Health supplement and health drink sales;
8. Manufacturing and sales of functional foods;
9. Lease of goods related to restaurant management;
10. System development;
11. Delivery;
12. Application development and sales;
13. Advertising;
14. Management consulting;
15. All businesses incidental to any of the above.
On March 11, 2022, we opened our first flagship Wayback Burgers location, with dine in options , to the public in the Omotesando shopping plaza. At this location, we offer an array of quick bites, including, but not limited to, traditional hamburgers, fries, shakes, and other alternatives.
In August of 2022, we, through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., entered into and consummated a rental agreement with “Kitchen Depot” for a ghost kitchen in the Tamachi neighborhood of Minato, Tokyo, Japan. Kitchen Depot is an unrelated third party, and the rental agreement is for a period of two years, with the option to renew at the conclusion. From this location, as of August 27, 2022, the Company has begun to offer delivery of Wayback Burgers menu items, such as those offered at the Company’s physical “dine in” restaurant location in the Omotesando shopping plaza, located in Tokyo, Japan. This new location only offers a delivery option with no option to dine in.
Business Information
WB Burgers Japan Co., Ltd., referred to herein as “WBJ”, which we now operate through and share the same business plan of, holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan.
The Master Franchise Agreement provides WBJ the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan, this agreement lasts for a term of twenty years, unless it is terminated sooner in accordance with terms outlined in the Master Franchise Agreement, and may be extended one additional, consecutive term of ten years. In exchange for such rights, we paid Jake’s Franchising $2,700,000 USD, and we must pay an additional $10,000 for each additional company operated Wayback Burgers restaurant and for each sub-franchised location the fee is either $10,000 or 28.57% of the initial franchise fee collected for such Restaurant, whichever is greater. Additionally, there is also a royalty fee in the amount of three percent (3%) of the Gross Sales of all Company-Operated Wayback Burgers Restaurants in the Country and the greater of two percent (2%) of the Gross Sales of all Franchised Wayback Burgers Restaurants in the Country or forty percent (40%) of the royalty fees collected for all Franchised Wayback Burgers Restaurants in the Country. The Master Franchise Agreement, amongst other things, also provides WBJ the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
The Master Franchise Agreement dictates specific duties we must perform which include, but are not limited to, providing Jake’s Franchising with plans and specifications for restaurant locations, provide employees with Wayback Burgers mandated training, present Jake’s Franchising with copies of all potential advertising and promotional material, etc. Furthermore, we are required to open one Wayback Burgers restaurant by the end of the 2022 calendar year, three restaurants by the end of the 2023 calendar year, and an additional three restaurants must open, and remain in operation, every following year until December 31, 2041, at which time we must have sixty Wayback Burgers restaurants open and in operation. If we fail to meet these targets, then we would need to renegotiate terms with Jake’s Franchising, or we could potentially lose our master franchise rights in their entirety. For full terms and details of the Master Franchise Agreement, one can view a complete copy which has been filed as an exhibit to the Form 8-K filed with the Securities and Exchange Commission on September 16, 2021. The Master Franchise Agreement is included herein by reference, please refer to the exhibits.
WB Burgers Japan Co., Ltd. seeks to make “Wayback Burgers” a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants.
Following the acquisition of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd., on September 14, 2021, we ceased to be a shell company. Immediately upon our acquisition of WB Burgers Japan Co., Ltd. we adopted the same business plan as WB Burgers Japan Co., Ltd.
Background
The first Wayback Burgers, previously known as Jake’s Wayback Burgers, began with a single location in Newark, Delaware approximately thirty-one years ago in 1991, offering a combination of burgers, hot dogs, fries, milkshakes, and other similar menu options. Since then, it has reached a global scale with a presence in the US, Europe, Africa, and Asia with hundreds of corporate owned restaurants and over five hundred franchise locations worldwide offering much of the same comfort items many have grown accustomed to, with the addition of a few menu items specifically geared toward the pallets of those in various demographics.
The products we seek to offer in our anticipated location(s), and those we seek to franchise to within Japan, will also offer many of the same product offerings many are accustomed to elsewhere such as hamburgers, hot dogs chicken sandwiches, hand-dipped milkshakes, various side dishes, fresh salad, kid’s meals, refreshing drinks and alcoholic beverages. We intend to source our ingredients in any of our current or future location(s) from highly regarded local Japanese suppliers in order to satisfy the food quality standards as set by Wayback Burgers Inc., within the United States.
Our First Location
On November 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd., consummated a lease agreement with Arai Co., Ltd., a Japanese realty group, for the location in which we now operate our first Wayback Burgers restaurant. The property is located in the popular shopping plaza of Omotesando, located in the Tokyo prefecture, in the country of Japan. We believe the high volume of foot traffic and shopping will yield a large group of patrons seeking to try our product offerings.
On March 11, 2022 we opened our first flagship Wayback Burgers location to the public in the Omotesando shopping plaza in Japan. We offer an array of quick bites, including, but not limited to, traditional hamburgers, fries, shakes, and other alternatives.
Other Current Locations
In August of 2022, we, through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., entered into and consummated a rental agreement with “Kitchen Depot” for a ghost kitchen in the Tamachi neighborhood of Minato, Tokyo, Japan. Kitchen Depot is an unrelated third party, and the rental agreement is for a period of two years, with the option to renew at the conclusion. From this location, as of August 27, 2022, the Company has begun to offer delivery of Wayback Burgers menu items, such as those offered at the Company’s physical “dine in” restaurant location in the Omotesando shopping plaza, located in Tokyo, Japan. This new location only offers a delivery option with no option to dine in.
At this time, orders can be placed exclusively through UberEats, although we have plans to expand the range of our delivery options in the future. Additionally, delivery is only available within a 2-3 kilometer radius of our Tamachi location. The Company believes that its new Wayback Burgers delivery-only location, with convenient online ordering, will serve to not only attract additional customers, but will also expand awareness of our menu items and Wayback Burgers as a whole.
Mobile Application
The Company has begun to develop its own mobile application for food delivery services. This application is in its early stages of development, is not yet fully functional, and cannot, at this time, be discussed in greater detail as developments are ongoing. As mentioned previously, the Company is currently relying exclusively on Uber Eats for ordering and delivering as it relates to its new location in Tamachi.
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Marketing Strategy
In order to grow an initial customer base, from which we intend to launch future expansion efforts, our marketing strategy begins with the physical location of our flagship restaurant. Our current location in Omotesando is in a shopping center with high foot-traffic that can serve to attract not only customers, but also future franchisee prospects throughout Japan. For future franchisee locations, we intend to identify areas where competitors are not already located, such as road-side in the outskirts of major cities, and open our restaurants in these areas.
However, we do not intend to rely solely on our physical location in order to attract customers, we also are in the development stages of a robust marketing stratagem comprised, in part, of SNS (social networking service) marketing through collaboration with influencers and celebrities, magazine advertisements, and expansive television and media appearances. The specifics of these marketing initiatives are in the planning stages and have not yet been determined in sufficient detail to disclose in their entirety.
Wayback Burgers in Japan intends to position itself as a newly entered and authentic American hamburger brand, comparable to our competitor Shack Shake, while contrasting ourselves through offering higher quality foods at competitive price points. We plan to achieve this by focusing on the ingredients, such as the option of vegetables in our hamburgers, the increased diameter of our meat patties, and the overall volume of our menu items. Additionally, we intend to offer original Japanese breakfast and dinner menu options, as well as forming a special collaboration focused on all-plant based alternative foods with Next Meats, Co., Ltd., a Japanese alternative meat company.
Expansion Plans
We have forecasted our expansion plans over the next few years, however, as we have just recently commenced operations, we may find that our plans may be materially altered, expanded, or curtailed as dictated by market forces at the time. As such, our expansion plans should be read as a framework for our future goals, but not a guarantee that we will carry out any or all such operations in the indicated timeline.
At present, our expansion plans are as follows:
- On March 11, 2022 we opened our first flagship Wayback Burgers location to the public in the Omotesando shopping plaza in Japan. We offer an array of quick bites, including, but not limited to, traditional hamburgers, fries, shakes, and other alternatives. We intend to utilize our franchise location to host meetings with all franchise candidates. In addition to our general marketing plans, which includes social media and internet advertising, we intend to utilize our flagship location to showcase any collaborative events/activities that we may engage in, which we believe may assist us in garnering the interest of future franchisees.
- Over the course of 2022, we are aiming to open five Wayback Burgers restaurants throughout Japan, with one of these restaurants directly managed by us while the remaining four would ideally be franchise locations. This number may increase or decrease depending on the results of our operations.
- Additionally, during 2022, we intend to execute another master franchise agreement in Asia for the right to open Wayback Burgers restaurants in another Asian country or territory. We have not yet identified which country or territory we will seek to acquire these rights for first. As noted previously, we have the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
- By the year 2023, we intend for there to be ten Wayback Burgers Franchise locations open throughout Japan. We also intend, during 2023, to execute two additional Master Franchise Agreements in Asia to establish and operate Wayback Burgers restaurant locations in additional Asian countries or territories.
Partnerships
The company believes partnerships are a vital means to expansion and that partnerships with other food institutions or distributors may allow the Company to provide menu items that might appeal to a larger demographic within the Japanese market.
Our current Officer and Director, Koichi Ishizuka has existing ties and relationships with Next Meats Co., Ltd. a Japanese plant alternative meat company, that produces and sells plant-based foods (predominantly meat alternatives) to consumers. As a result of the collaboration with Next Meats Co., Ltd., at our flagship Wayback Burgers restaurant we have been able to add alternative meat options into its menu, and in the future we may create customized menu options as provided by Next Meats Co., Ltd. Menu alterations are subject to approval by Jake’s Franchising, LLC. It is the belief of management that such offerings can gain a larger market share in the country of Japan allowing for greater growth potential. However, such plans are speculative and may not materialize. It is also possible that if such plans do materialize, they may not result in the expected level of growth the Company forecasts as a result of the partnership or partnerships it enters into. Additionally, we may explore the possibility of entering into an agreement with Dr. Foods, Inc., a company in the “alternative meat” industry which has common management with the Company.
It should be noted that Koichi ishizuka has an equity interest in Next Meats Holdings, Inc., a Nevada Company. He also currently serves as Chief Executive Officer and Director of Next Meats Holdings, Inc. Next Meats Co., Ltd. is a wholly owned subsidiary of Next Meats Holdings, Inc. Koichi Ishizuka is also the Sole Officer, Director, and controlling shareholder of Dr. Foods, Inc.
Government Regulations
The below does not extensively detail every single law and regulation to which the Company may be subject to, but rather provides an overview of the kind of food safety standards to which our restaurant(s) will be held.
The main law that governs food quality and integrity in Japan is the Food Sanitation Act ("FSA") and the law that comprehensively governs food labelling regulation is the Food Labelling Act.
The FSA regulates food quality and integrity by:
- Establishing standards and specifications for food, additives, apparatus, and food containers and packaging;
- Providing for inspection to see whether the established standards are met;
- Providing for hygiene management in the manufacture and sale of food; and
- Requiring food businesses to be licensed.
Under the FSA, additives and foods containing additives must not be sold, or be produced, imported, processed, used, stored, or displayed for marketing purposes unless the Minister of Health, Labour and Welfare ("MHLW") has declared them as having no risk to human health after seeking the views of the Pharmaceutical Affairs and Food Sanitation Council ("PAFSC"). In addition, it is not permissible to add any processing aids, vitamins, minerals, novel foods or nutritive substances to food unless they have been expressly declared by the MHLW as having no risk to human health.
The MHLW may establish specifications for methods of producing, processing, using, cooking, or preserving food or additives to be served to the public for marketing purposes ("Specifications"), or may establish standards for food ingredients or additives to be served to the public for marketing purposes ("Standards") pursuant to the FSA. Accordingly, where substances are allowed to be added to food, they may only be used within the limits expressly set by the Specifications and Standards.
In order to operate a restaurant in Japan, we were required to obtain, and have obtained, a restaurant business license from a local health center. The requirement to obtain this license is that we must have, and we currently do have, an employee to act as a director of food sanitation, and a fire protection manager. Additionally, we must pay consumption tax, corporate tax, social insurance for our employees, as well as welfare pension for our employees. We follow all related guidelines and the company directly pays all such fees in order to remain in compliance.
Employees
Currently, we, “WB Burgers Asia, Inc.”, have only one employee, our sole officer and Director Koichi Ishizuka, who is not compensated at present for his services. Our wholly subsidiary, WB Burgers Japan Co., Ltd. has three officers, Koichi Ishizuka, Chief Executive Officer, Mitsuru Anthony, Co-Chief Operating Officer, and Motoko Hirai, Co-Chief Operating Officer. The biographical information for Mr. Koichi Ishizuka is detailed herein on page 29 and the biographical information for Mr. Mitsuru Anthony and Mr. Motoki Hirai are directly below:
Mitsuru Anthony Ueno
Mitsuru Anthony Ueno, age 47, graduated from UCLA in 2000 with a BA in Italian and Special Fields. In 2010, he obtained his MAFED (Master in Fashion, Experience & Design) from SDA Bocconi School of Management in Milan, Italy. Mr. Ueno is an international marketing, branding and cross border business management specialist and has nearly 20 years of foreign study and working experience. In 2017, Mr. Ueno founded, and remains the owner of, Artigiappone, a Japanese Company offering a handmade bespoke suit brand. Also in 2017, he became an Executive Producer at Photozou Co., Ltd. (Japan), a Company operating an online photo sharing website. In 2019, he became Chief Executive Officer of Forcellon Holding, Inc. Pte. Ltd., a Singapore Company providing international business management and consulting services.
Mitoki Hirai
Mitoki Hirai, age 39, became the Chief Executive Officer of Three Ways Co, Ltd., a company specialized in the production and sale of electric fans, in 2015. In 2017 he opened Yakiniku Mistuboshi, a barbecue restaurant in Nagoya City, and also began to work as a restaurant consultant. In 2019, he opened Tonto, a pork dish restaurant in Nagoya City. In 2020, he became the Chief Executive Officer of Tosapo Co., Ltd. In 2021, Mr. Hirai acquired the Empire Stake House restaurant in Roppongi and he also opened Yakiniku Fujisan, a barbecue restaurant in Ama city.
Aside from the three officers of WB Burgers Japan Co., Ltd., the Company has also hired twenty eight salaried staff members. Three employees are full time, and twenty five employees are part time.
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Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is not to exceed a maximum of $0.20. Shares will be sold at a fixed price for the duration of the offering. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company at a price of $0.20 per share. There is no assurance that we will raise the full $30,000,000 as anticipated. If shares are to be sold at a lesser fixed price than $0.20 per share, then we may need to reallocate how we will use proceeds from this offering, reassess how funds are spent, and in what quantities, depending upon the ultimate amount of funds raised. As such, the below is tentative.
| If 25% of | If 50% of | If 75% of | If 100% of | ||
| Shares Sold | Shares Sold | Shares Sold | Shares Sold | ||
| Net Proceeds ($) | 7,500,000 | 15,000,000 | 22,500,000 | 30,000,000 | |
| Funding of Day to Day Operations | 5,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
| New Equipment; Maintenance; Repairs | 98,750 | 217,500 | 586,250 | 955,000 | |
| Opening of New Restaurant Locations | 592,500 | 1,305,000 | 3,517,500 | 5,730,000 | |
| Forging New Business Relationships; Partnerships | 395,000 | 870,000 | 2,345,000 | 3,820,000 | |
| Research and Development of Future Product Offerings | 197,500 | 435,000 | 1,172,500 | 1,910,000 | |
| Hiring and Training New Staff Members | 197,500 | 435,000 | 1,172,500 | 1,910,000 | |
| Advertising and Marketing | 197,500 | 435,000 | 1,172,500 | 1,910,000 | |
| General Expansion; Potential Acquisitions etc. | 296,250 | 652,500 | 1,758,750 | 2,865,000 | |
| Payment for Ongoing Reporting Requirements | 25,000 | 50,000 | 75,000 | 100,000 | |
| Accounting Expenses | 200,000 | 200,000 | 200,000 | 200,000 | |
| Potential Legal Expenses | 200,000 | 200,000 | 200,000 | 200,000 | |
| Potential Consulting Expenses | 100,000 | 200,000 | 300,000 | 400,000 |
The above figures represent only estimated costs for the next 12 months. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests.
The Company estimates the costs of this offering at about $55,000. All expenses incurred in this offering are being paid for by the Company. The Company will utilize existing cash to pay for any offering expenses and does not intend to use any monies from offering proceeds to fund the offering.
DETERMINATION OF OFFERING PRICE
The offering price per share of common stock pursuant to this offering, which is not to exceed a fixed price of $0.20, was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited operating history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.
We are quoted on the OTC Markets Group Inc.’s Pink® Open Market (the “OTC Pink”) under the symbol WBBA.
There is no assurance that our common stock being offered pursuant to this prospectus will trade in excess of the current market price of our common stock as may be quoted by the OTC Markets Group’s OTC Pink tier.
The current and future market price of our common stock may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.
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The price of the current offering is to be fixed and not exceed a maximum price of $0.20 per share of common stock for the duration of the offering.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
The following table illustrates the dilution to the purchasers of the common stock in this offering.
Note: “Net increase to original shareholder” below is based upon a par value of $0.0001.
| (25% of the shares are sold in the offering) | (50% of the shares are sold in the offering | (75% of the shares are sold in the offering | (100% of shares are sold in the offering) | |||||||||
| Offering Price Per Share (Not to Exceed) | $ | 0.20 | 0.20 | 0.20 | 0.20 | |||||||
| Book Value Per Share Before the Offering (Approximate) | $ | 0.0039 | 0.0039 | 0.0039 | 0.0039 | |||||||
| Book Value Per Share After the Offering (Approximate) | $ | 0.0106 | 0.0169 | 0.0227 | 0.0282 | |||||||
| Net Increase to Original Shareholder (based on par value) | $ | 0.0105 | 0.0168 | 0.0226 | 0.0281 | |||||||
| Decrease in Investment to New Shareholders | $ | 0.1894 | 0.1831 | 0.1773 | 0.1718 | |||||||
| Dilution to New Shareholders (Approximate %) | 94.70% | 91.55% | 88.65% | 85.9% |
Net Value Calculation
If 100% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 4,106,893 | ||
| Net proceeds from this offering | 30,000,000 | |||
| $ | 34,106,893 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 1,057,340,752 | |||
| Shares of common stock to be sold in this offering (100%) | 150,000,000 | |||
| 1,207,340,752 |
Net Value Calculation
If 75% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 4,106,893 | ||
| Net proceeds from this offering | 22,500,000 | |||
| $ | 26,606,893 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 1,057,340,752 | |||
| Shares of common stock to be sold in this offering (75%) | 112,500,000 | |||
| 1,169,840,752 |
Net Value Calculation
If 50% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 4,106,893 | ||
| Net proceeds from this offering | 15,000,000 | |||
| $ | 19,106,893 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 1,057,340,752 | |||
| Shares of common stock to be sold in this offering (50%) | 75,000,000 | |||
| 1,132,340,752 |
Net Value Calculation
If 25% of the shares in the offering are sold
| Numerator: | ||||
| Net tangible book value before the offering | $ | 4,106,893 | ||
| Net proceeds from this offering | 7,500,000 | |||
| $ | 11,606,893 | |||
| Denominator: | ||||
| Shares of common stock outstanding prior to this offering | 1,057,340,752 | |||
| Shares of common stock to be sold in this offering (25%) | 37,500,000 | |||
| 1,094,840,752 |
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The shares being offered for resale by the selling stockholders consist of 123,239,977 shares of our Common Stock. Currently, we have 1,057,340,752 shares of Common Stock issued and outstanding as of the date of this Registration Statement.
The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of October 11, 2022 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
Note: The Percent of common stock owned after offering (if all shares are sold) is calculated under the assumption 100% of the shares are sold herein pursuant to the offering by the selling shareholders and also that of the Company.
| Name of selling stockholder | Shares of Common Stock owned prior to offering | Shares of Common Stock to be sold | Shares of Common Stock owned after offering (if all shares are sold) | Percent of Common Stock owned after offering (if all shares are sold) |
| White Knight Co., Ltd. 1 | 530,173,215 | 17,000,000 | 513,173215 | 42.50% |
| Koichi Ishizuka 1 | 101,363,636 | 10,000,000 | 91,363,636 | 9.00% |
| Kiyoshi Noda | 100,909,091 | 20,000,000 | 80,909,091 | 7.97% |
| Yuma Muranushi | 100,909,091 | 20,000,000 | 80,909,091 | 7.97% |
| Rei Ishizuka 2 | 50,000,000 | 27,000,000 | 23,000,000 | 2.27% |
| SJ Captail Co Ltd | 9,090,909 | 9,090,909 | 0 | 0.00% |
| Okakichi Co Ltd | 4,347,826 | 4,347,826 | 0 | 0.00% |
| Go Watanabe | 3,043,478 | 3,043,478 | 0 | 0.00% |
| Shokafulin LLP | 2,252,252 | 2,252,252 | 0 | 0.00% |
| Tomonori Yashinaga | 1,739,130 | 1,739,130 | 0 | 0.00% |
| Yasuhiko Miyazaki | 1,363,636 | 1,363,636 | 0 | 0.00% |
| Takahiro Fujiwara | 1,315,789 | 1,315,789 | 0 | 0.00% |
| Atsushi Morikawa | 1,304,348 | 1,304,348 | 0 | 0.00% |
| M&A Company | 1,304,348 | 1,304,348 | 0 | 0.00% |
| Michinari Yamamoto | 1,304,348 | 1,304,348 | 0 | 0.00% |
| Motoki Hirai | 1,304,348 | 1,304,348 | 0 | 0.00% |
| Hidemi Arasaki | 869,565 | 869,565 | 0 | 0.00% |
| Total | 920,409,019 | 123,239,977 | 797,169,042 | 78.55% |
Note to the above table:
(1) Koichi Ishizuka is our sole Officer and Director. Koichi Ishizuka owns and controls White Knight Co., Ltd., a Japan Company.
(2) Rei Ishizuka is the wife of Koichi Ishizuka.
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The Company has 1,057,340,752 shares of common stock issued and outstanding as of the date of this prospectus. Pursuant to this offering, the Company is registering for resale 123,239,977 shares of our common stock held by existing shareholders at a fixed price, to be determined at a later date, but not to exceed $0.20 per share for the duration of the offering. The Company is also registering an additional 150,000,000 shares of its common stock for sale at the same fixed price, not to exceed $0.20 per share for the duration of the offering.
There is no arrangement to address the possible effect of the offering on the price of the stock.
In connection with the Company’s selling efforts in the offering, our Sole Officer and Director, Koichi Ishizuka, will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Koichi Ishizuka is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. He will also not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Ishizuka is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our Sole Office and Director will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our Sole Officer and Director will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
The Company will receive all proceeds from the sale of the 150,000,000 shares being offered on behalf of the Company itself. The proceeds from the 123,239,977 shares held by shareholders, if sold, will not go to the Company, but will go to the shareholders directly. The price per share is to be fixed and will not exceed $0.20 for the duration of this offering.
We are quoted on the OTC Markets Group Inc.’s Pink® Open Market (the “OTC Pink”) under the symbol WBBA. There is no assurance that our common stock being offered pursuant to this prospectus will trade in excess of the current market price of our common stock as may be quoted by the OTC Markets Group’s OTC Pink tier. The current and future market price of our common stock may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.
Sales of our common stock pursuant to this prospectus, by the Company and selling shareholders, must be made at the fixed price that is determined by the Company. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price, to be later determined, but not to exceed $0.20 per share.
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.
In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than, about, $55,000. At this time the Company only has plans to sell to non U.S. citizens outside of the United States.
Procedures for Subscribing (Shares offered by us, “The Company”)
If you decide to subscribe for any shares in this offering that are offered by us, “The Company”, you must
- Execute and deliver a subscription agreement; and
- Deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be either made payable to (i) “WB Burgers Asia, Inc.”, (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.
Right to Reject Subscriptions (Shares offered by us, “The Company”)
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.
In Regards to Shares sold by the Selling Shareholders
Any selling shareholder named herein is responsible, prior to reselling any shares registered herein that they may own, for providing the Company’s prospectus.
A final summary prospectus, or statutory prospectus, must and will be delivered, at no cost, by any selling shareholder named herein to any potential purchaser of shares no later than upon receiving payment from the purchasing party for such shares. The prospectus must and will be provided to any beneficial owner to whom a prospectus is delivered, and a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus or contained in the registration statement, but not delivered within the prospectus itself, must and will be included.
If you decide to subscribe for any shares in this offering that are offered by the selling shareholders the selling shareholder(s) will inform you, “the purchaser”, of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their own common stock. Selling shareholders may or may not decide to reject subscriptions. This is at their own discretion. Selling Shareholders will be responsible for following any applicable laws or regulations in regards to the sale(s) of their own shares of common stock.
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We have authorized capital stock consisting of 1,500,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”). Of the shares of our Preferred Stock, 1,000,000 are designated as Series A Preferred Stock, having voting rights whereas every one share of Series A Preferred Stock has voting rights equivalent to 1,000 shares of Common Stock.
As of the date of this filing, we have 1,057,340,752 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding.
Common Stock
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class or series shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or series, or of securities convertible into shares of stock of any class or series, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
Preferred Stock
Two hundred million (200,000,000) shares are designated as preferred stock at $0.0001 par value (the “Preferred Stock”). One million (1,000,000) shares of Preferred Stock shall be designated as Series A Preferred Stock. Series A Preferred Stock shall have no conversion rights to any other class, no dividends due or payable, and every vote of Series A Preferred Stock shall have voting rights equal to 1,000 votes of Common Stock.
The Preferred Stock of the Corporation shall be issuable by authority of the Board of Director(s) of the Corporation in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time. The authority of the Board of Directors with respect to each class or series shall include all designation rights conferred by Nevada Laws upon directors, including, but not limited to, determination of the following:
(a) The number of shares constituting of that class or series and the distinctive designation of that class or series;
(b) The dividend rate on the share of that class or series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights or priorities, if any, of payment of dividends on shares of that class or series;
(c) Whether the shares of that class or series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of conversion rate(s) in relation to such events as the Board of Directors shall determine;
(d) Whether the shares of that class or series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which amount they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(e) Whether there shall be a sinking fund for the redemption or purchase of shares of that class or series, and, if so, the terms and amount of such sinking fund;
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(f) The rights of the shares of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class or series; and
(g) Any other relative rights, preferences and limitations of that class or series now or hereafter permitted by law.
Options and Warrants
None.
Convertible Notes
None.
Dividend Policy
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Transfer Agent
Our transfer agent is Olde Monmouth Stock Transfer Co., Inc. Their mailing address is 200 Memorial Parkway Atlantic Highlands, NJ 07716.
Market Information
Our common stock is quoted on the OTC Pink under the symbol “WBBA” There is currently a limited trading market in the Company’s shares of common stock.
Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Quarter Ended | High Bid | Low Bid |
| April 30, 2022 | $0.247 | $0.021 |
| January, 31, 2022 | $0.3455 | $0.1101 |
| October 31, 2021 | $0.46 | $0.162 |
| July 31, 2021 | $0.799 | $0.18 |
| April 30, 2021 1 | $0.475 | $0.20 |
1 We were a party to a corporate reorganization, legally effective as of March 31, 2021. Information regarding this reorganization is detailed herein on page 2 and elsewhere herein. Prior to this reorganization, we have no information to report pursuant to the above table. The quarter ending April 30, 2021, only includes data stemming back to March 31, 2021.
Holders
As of the date of this registration statement, we have approximately 220 shareholders of record. This is inclusive of Cede and Co., which is deemed to be one shareholder of record. For further clarification, Cede & Co. is currently defined by the “NASDAQ”, as “a Nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.”
Penny Stock Regulation
The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock offered hereby will be passed upon for us by Carl P. Ranno, with an office address at 2733 East Vista Drive, Phoenix, Arizona 85032.
The financial statements included in this prospectus and the registration statement have been audited by BF Borgers CPA PC, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The Company’s mailing address is 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku,Tokyo, Japan 107-0062. If a shareholder wishes to contact the Company in writing please utilize the aforementioned mailing address and address mail to our Director, Koichi Ishizuka.
We, through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., operate a Wayback Burgers restaurant located in Tokyo, Japan. This property is currently leased from Arai Co., Ltd., a Japanese realty group,
Details of the Leased Property:
The property is located at 6-19-20 No.15 Arai Bldg Jingumae Shibuya-Ku, Tokyo, Japan, which is in a popular shopping location that is only a minute walk from the Omotesando Station. The deposit is 35,000,000 JPY ($304,000) and the monthly rent is 3,850,000 JPY (including tax) ($33,475). The term of the lease extends from November 9, 2021 to January 8, 2024, and has the option to be extended indefinitely for additional two-year periods. The interior space is 157.82 ㎡ (1698.760 square ft), and the terrace space is 145.06 ㎡ (1561.413 square ft), which accounts for a total usable space of 302.88 ㎡ (3260.173 square ft).
Below are a few photographs of our physical restaurant location. Logos and branding of neighboring businesses have been blurred out in the image below.
In August of 2022, we, through our wholly owned subsidiary, WB Burgers Japan Co., Ltd., entered into and consummated a rental agreement with “Kitchen Depot” for a ghost kitchen in the Tamachi neighborhood of Minato, Tokyo, Japan. Kitchen Depot is an unrelated third party, and the rental agreement is for a period of two years, with the option to renew at the conclusion. Pursuant to our agreement with Kitchen Depot, we are to pay Kitchen Depot approximately 187,000 JPY per month, or approximately $1,316. The floor space of this location is approximately 5.92 ㎡ (63.5 square feet).
From this location, as of August 27, 2022, the Company has begun to offer delivery of Wayback Burgers menu items, such as those offered at the Company’s physical “dine in” restaurant location in the Omotesando shopping plaza, located in Tokyo, Japan. This new location only offers a delivery option with no option to dine in.
The address of the Tamachi location is 5-23-16 Shiba, Minato-ku, Tokyo 2F depo3, Japan.
In addition to our restaurant locations, we also utilize office space provided by our Sole Officer and Director at no cost. This office space is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku,Tokyo, Japan 107-0062.
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From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. At this time, we, and our officers and directors, are not currently involved in any legal proceedings of any kind.
We do not currently own the rights to any patents or trademarks however, we are licensed to use various images, and trademarks of “Wayback Burgers” restaurants pursuant to our Master Franchise Agreement with Jake’s Franchising, LLC, a Delaware Limited Liability Company.
Such trade names, service marks, trademarks, logos, emblems, and indicia of origin, include, but are not limited to, the marks “WAYBACK BURGERS” and “BEST BURGERS UNDER THE BUN”, as are now designated and may hereafter be designated by Franchisor, in writing for use in connection with the System (collectively, the “Proprietary Marks”) relating to the establishment and operation of Wayback Burgers restaurants, which currently feature and offer for sale to the public award-winning hamburgers and old-fashioned, hand-dipped milkshakes in several select flavors (including, without limitation, chocolate, vanilla, strawberry, black & white, banana and malted), distinctive chicken sandwiches, hot dogs, cheese dogs, and merchandise (including, without limitation, T-shirts and hats), and an approved, limited menu of side orders and drinks, including, without limitation, french fries, cheese fries, fountain sodas and root beer floats, under the trade name “Wayback Burgers” (the “System”) which Franchisor may change from time to time.
The Master Franchise Agreement provides us, through our wholly owned subsidiary, Wayback Burgers Japan Co., Ltd., “WBJ”, the right to establish and operate Wayback Burgers restaurants in the country of Japan, and to also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WBJ the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Biographical information regarding the officers and director of the Company, who will continue to serve such positions, are provided below:
Officer Biographies
| NAME | AGE | POSITION |
| Koichi Ishizuka | 50 | Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director |
Koichi Ishizuka - Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director
Mr. Koichi Ishizuka 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, Zentrum Holdings, Inc. (formerly known as 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 and Director, and on December 28, 2021 he was appointed Chief Executive Officer, of Next Meats Holdings, Inc.; he holds both positions to this date. Koichi Ishizuka also has an equity interest in Next Meats Holdings, Inc. Koichi Ishizuka is also Chief Financial Officer of Next Meats Co., Ltd., a Japanese alternative meat company. Since its inception on April 14, 2021, Koichi Ishizuka has served as CEO of WB Burgers Japan Co., Ltd., a Japanese Company. 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. On July 23, 2021, Mr. Ishizuka was appointed as Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director of Dr. Foods, Inc. (formerly known as Catapult Solutions, Inc.).
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Director as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Director, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants.
The Board of Directors, comprised solely of Koichi Ishizuka, who also serves as our Chief Executive Officer and Chief Financial Officer, reviews the Company's internal accounting controls, practices and policies.
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Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director believes that it is not necessary to have such committees, at this time, because the Director can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors, consisting solely of Koichi Ishizuka , has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors, consisting solely of Koichi Ishizuka , can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any net positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Director and our Executive officers have not been involved in any of the following events during the past ten years:
| 1. | Bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Director expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Director. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Sole Officer and Director, Koichi Ishizuka, at the address appearing on the first page of this Registration Statement.
Summary Compensation Table:
Name and principal position (a) |
Year ended July 31 (b) | Salary ($) (c) |
Bonus ($) (d) |
Stock Compensation ($) (e) |
Option Awards ($) (f) |
Non-Equity Incentive Plan Compensation ($) (g) |
Nonqualified Deferred Compensation Earnings ($) (h) |
All Other Compensation ($) (i) |
Total ($) (j) |
|||||||||||||||
| Koichi Ishizuka | 2020 | - | - | - | - | - | - | - | - | |||||||||||||||
| 2021 | - | - | - | - | - | - | - | - | ||||||||||||||||
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Summary of Compensation
*While reading the below it should be noted that our Board of Directors is currently comprised of only one individual, Koichi Ishizuka, who currently serves as our sole Officer and Director.
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with any officers or Directors.
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the date of this registration statement, the Company has 1,057,340,752 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding. which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report. Every one share of Series A Preferred Stock has voting rights equal to 1,000 shares of Common Stock.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares Preferred Stock Are Able to Vote | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned (1) |
| Executive Officers and Directors | |||||
| Koichi Ishizuka 1 | 101,363,636 | 10.00% | 0 | 0.0% | 5.03% |
| 5% or greater Shareholders (of any class) | |||||
| White Knight Co., Ltd. 2 | 530,173,215 | 50.14% | 1,000,000 | 100.0% | 74.38% |
| Kiyoshi Noda | 100,909,091 | 9.95% | 0 | 0% | 5.01% |
| Yuma Muranushi | 100,909,091 | 9.95% | 0 | 0% | 5.01% |
| Total | 855,516,868 | 82.96% | 1,000,000 | 100% | 91.41% |
1 The row above for Koichi Ishizuka denotes shares held under his personal name.
2 White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 4, 2021, WB Burgers Asia, Inc., FKA Business Solutions Plus, Inc., a Nevada Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On May 7, 2021, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities:
| Name of Purchaser | Common Shares Purchased | Price Paid Per Share | Total Amount Paid ($) | ||
|---|---|---|---|---|---|
| Koichi Ishizuka | 101,363,636 | $0.0001 | 10,136.00 | ||
| Rei Ishizuka 1 | 50,000,000 | $0.0001 | 5,000.00 | ||
| Kiyoshi Noda | 100,909,091 | $0.0001 | 10,091.00 | ||
| Yuma Muranushi | 100,909,091 | $0.0001 | 10,091.00 |
1 Rei Ishizuka is the wife of our sole officer and Director, Mr. Koichi Ishizuka.
In regards to all of the above transactions White Knight Co., Ltd. claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (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.
On September 14, 2021, we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agrees to forgive, and has subsequently forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka. White Knight Co., Ltd. is our largest controlling shareholder.
On November 6, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 14,347,826 shares of restricted common stock to the following parties in the respective quantities:
| Name of Purchaser | Common Shares Purchased | Price Paid Per Share ($) | Total Approximate Amount Paid ($) | |
|---|---|---|---|---|
| M&A Company 1 | 1,304,348 | 0.20 | 260,870 | |
| Michinari Yamamoto | 1,304,348 | 0.20 | 260,870 | |
| Atsushi Morikawa | 1,304,348 | 0.20 | 260,870 | |
| Motoki Hirai | 1,304,348 | 0.20 | 260,870 | |
| Tomonori Yoshinaga | 1,739,130 | 0.20 | 347,826 | |
| Go Watanabe | 3,043,478 | 0.20 | 608,696 | |
| Okakichi Co., Ltd 2 | 4,347,826 | 0.20 | 869,565 | |
| Total | 14,347,826 | 0.20 | 2,869,567 |
1 The authorized party of M&A Company, a Japan entity, is Akihiro Ando.
2 The authorized party of Okakichi Co., Ltd, a Japan entity, is Shigeru Okada.
In regards to all of the above transactions White Knight Co., Ltd. claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (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.
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $43,430 during the period ended April 30, 2022. 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 totaling $6,400 during the period ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the period ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021.
The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
On October 4, 2022, 3,472,222 shares of restricted Common Stock of the Issuer were sold to Mitsuru Ueno, a Japanese Citizen, by White Knight Co., Ltd., at a price of $0.001 per share of Common Stock. This was a private sale. The total amount paid by Mitsuru Ueno was approximately $3,472.
On October 4, 2022, 3,472,222 shares of restricted Common Stock of the Issuer were sold to Motoki Hirai, a Japanese Citizen, by White Knight Co., Ltd., at a price of $0.001 per share of Common Stock. This was a private sale. The total amount paid by Motoki Hirai was approximately $3,472.
The aforementioned sales of shares, on October 4, 2022, were 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 (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.
Transactions related to our wholly owned subsidiaries
During the period ended May 31, 2021, 10,000 shares of common stock of WB Burgers Japan Co., Ltd., referred to herein as “WBJ”, were sold to related party White Knight Co., Ltd. (“White Knight”). White Knight is controlled by our sole director, Koichi Ishizuka.
On April 14, 2021 WBJ entered into a Master Franchise Agreement, “the Master Franchise Agreement”, with Jake’s Franchising, LLC (“Franchisor”). The Master Franchise Agreement provides WBJ the rights to establish and operate Wayback Burgers restaurants in the country of Japan, and license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WBJ the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake’s Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.
Upon entering into the Master Franchise Agreement a non-refundable deposit of $100,000 was made to the Franchisor on behalf of the Company, by related party, White Knight Co., Ltd (“White Knight”).
White Knight is controlled by our sole director, Koichi Ishizuka. The remainder of the franchise fee, $2,600,000, was recorded as payable to the Franchisor as of May 31, 2021. The remaining fee of $2,600,000, due to Jakes Franchising LLC, was paid in full by WBJ on June 9, 2021. On June 9, 2021, upon remittance of the balance of $2,600,000 the Master Franchise Agreement was deemed to be effective and was subsequently, executed by all parties.
During the period ended May 31, 2021, White Knight paid an expense on behalf of WBJ in the amount of $100,000. This payment was considered a loan to WBJ and, prior to its future forgiveness on October 1, 2021, was bearing a 1% annual interest rate, originally payable April 15, 2023. The loan was also unsecured. As mentioned previously, the loan will be forgiven on October 1, 2021.
The remainder of the franchise fee, $2,600,000, due to Jakes Franchising, LLC was recorded as payable to the Franchisor as of May 31, 2021.
During the fiscal year ended July 31, 2021, White Knight paid franchise rights fees on behalf the Company totaling approximately $2,700,000. These payments were considered as a loan to the Company from White Knight. During the period ended April 30, 2022, the Company made payments to reduce the loan totaling approximately $258,034 and foreign currency exchange adjustments were made totaling approximately $(387,595), bringing the total loan balance to approximately $2,054,371. On April 30, 2022, the total loan to the Company was forgiven by White Knight and was recorded as additional paid-in capital.
On or about February 8, 2022, we incorporated Store Foods Co., Ltd., a Japan Company. Store Foods Co., Ltd. is now a wholly owned subsidiary of the Company. Currently, Koichi Ishizuka is the sole Officer and Director of Store Foods Co., Ltd.
To date, Store Foods Co., Ltd. has yet to commence operations. While our future plans for Store Foods Co., Ltd. are not definitive and may change, the intended business purpose of the Company is as follows:
1. Food sales;
2. Food wholesale and retail;
3. Chain organizations consisting of food retailers as members;
4. Restaurants;
5. Manufacturing and sales of boxed lunches for catering;
6. Alcohol sales;
7. Health supplement and health drink sales;
8. Manufacturing and sales of functional foods;
9. Lease of goods related to restaurant management;
10. System development;
11. Delivery;
12. Application development and sales;
13. Advertising;
14. Management consulting;
15. All businesses incidental to any of the above.
Additional Information
Our Chief Executive Officer and Director, Koichi Ishizuka, has a significant equity interest (greater than 10%) in Next Meats Holdings, Inc., a Nevada Company. He also currently serves as Chief Executive Officer, Chief Financial Officer, and as a Director of Next Meats Holdings, Inc. Next Meats Co., Ltd., a Japan Company, is a wholly owned subsidiary of Next Meats Holdings, Inc. Koichi Ishizuka is also an Officer of Next Meats Co., Ltd. He is also the Sole Officer, Director, and controlling shareholder of Dr. Foods, Inc., a Nevada Company.
Although we do not have any definitive agreements with Next Meats Co., Ltd., from time to time Next Meats Co., Ltd. supplies us with plant-based food products, which we offer on our menu. We place orders with Next Meats Co., Ltd. on a case-by-case basis depending on our anticipated need for inventory.
Menu alterations are subject to approval by Jake’s Franchising, LLC.
In the future, we may explore the possibility of entering into an agreement with Dr. Foods, Inc., a company in the “alternative meat” industry which has common management with the Company. Dr. Foods, Inc. develops plant-based food products.
Dr. Foods, Inc., has entered a letter of intent to acquire Mama Foods Co., Ltd., a Japan Company. Mama Foods Co., Ltd. is currently a manufacturer of food products for Next Meats Co., Ltd.
Currently, Mama Foods Co., Ltd. is owned and controlled by White Knight Co., Ltd. As noted throughout this Registration Statement, Koichi Ishizuka owns and controls White Knight Co., Ltd.
Review, Approval and Ratification of Related Party Transactions
Given our early stage of development and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer, Director and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Director will continue to approve any related party transaction.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the approximate aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal year ends, each having ended July 31st of their respective year denoted below. Given our acquisition of WB Burgers Japan Co., Ltd. we expect our accounting and audit related expenses to continue to increase with our anticipated growth.
| 2021 | 2020 | |||
| Audit related fees | BF Borgers CPA PC | $23,000 | $54,200 | |
| Tax fees | - | - | ||
| All other fees | $2,000 | 350 | ||
| Total | $25,000 | $54,550 |
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. These values are approximations. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees. These are also approximations.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.
None.
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FINANCIAL STATEMENTS AND EXHIBITS
INDEX TO FINANCIAL STATEMENTS
Index to Financial Statements - WB Burgers Asia, Inc.
(Audited)
| Page | ||
| Report of Independent Registered Public Accounting Firm | F2 | |
| Financial Statements: | ||
| Balance Sheet | F3 | |
| Statement of Operations | F4 | |
| Statement of Changes in Stockholder (Deficit) | F5 | |
| Statement of Cash Flows | F6 | |
| Notes to the Audited Financial Statements | F7 - F10 |
- F1 -
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of WB Burgers Asia, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of WB Burgers Asia, Inc. as of July 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2021
Lakewood, CO
November 2, 2021
- F2 -
WB Burgers Asia, Inc.
Balance Sheet
(Audited)
July 31, 2021 |
July 31, 2020 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | 1,818,192 | $ | - | |
| TOTAL ASSETS | $ | 1,818,192 | $ | - | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accrued expenses | 9,250 | - | |||
| Total Current Liabilities | 9,250 | - | |||
| TOTAL LIABILITIES | 9,250 | - | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($.0001 par value, 200,000,000 shares authorized; 1,000,000 and 0 issued and outstanding as of July 31, 2021 and July 31, 2020, respectively) | 100 | - | |||
| Common stock ($.0001 par value, 1,500,000,000 shares authorized, 509,090,909 shares at $.0001 par value and 1,000,000 shares at $.001 par value issued and outstanding as of July 31, 2021 and July 31, 2020, respectively) | 50,909 | 1,000 | |||
| Additional paid-in capital | 1,886,170 | 1,074 | |||
| Accumulated deficit | (128,237) | (2,074) | |||
| Total Stockholders’ Equity (Deficit) | 1,808,942 | - | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | 1,818,192 | - |
The accompanying notes are an integral part of these audited financial statements.
- F3 -
WB Burgers Asia, Inc.
Statement of Operations
(Audited)
| For the Year Ended July 31, 2021 | For the Period August 30, 2019 (Inception) to July 31, 2020 | |||
| Operating expenses | ||||
| Share based compensation | $ | 100,000 | $ | - |
| General and administrative expenses | 26,163 | $ | 2,074 | |
| Total operating expenses | 126,163 | 2,074 | ||
| Net loss | $ | (126,113) | (2,074) | |
| Basic and Diluted net loss per common share | $ | (0.00) | (0.00) | |
| Weighted average number of common shares outstanding - Basic and Diluted | 500,772,105 | 1,000,000 |
The accompanying notes are an integral part of these audited financial statements.
- F4 -
WB Burgers Asia, Inc.
Statement of Changes in Stockholders’ Equity (Deficit)
For the Period August 30, 2019 (Inception) to July 31, 2021
| Common Shares | Par Value Common Shares | Series A Preferred Shares | Par Value Series A Preferred Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |||||||
| Balances, August 30, 2019 | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | |
| Shares issued for services rendered to the Company | 1,000,000 | 1,000 |
- |
- |
- | - | 1,000 | ||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - |
- |
- |
1,074 | - | 1,074 | ||||||
| Net loss | - | - | - | - | - | (2,074) | (2,074) | ||||||
| Balances, July 31, 2020 | 1,000,000 | $ | 1,000 | - | - | $ | 1,074 | $ | (2,074) | $ | - | ||
| Common shares returned to the Company | (1,000,000) | (1,000) | - | - | 1,000 | - | - | ||||||
| Common shares issued after reorganization | 500,000,000 | 50,000 | - | - | (50,000) | - | - | ||||||
| Series A preferred shares issued after reorganization | - | - |
1,000,000 |
100 |
99,900 | - | 100,000 | ||||||
| Common shares sold | 9,090,909 | 909 | - | - | 1,817,283 | - | 1,818,192 | ||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - |
- |
- |
16,913 | - | 16,913 | ||||||
| Net loss | - | - | - | - | - | (126,163) | (126,163) | ||||||
| Balances, July 31, 2021 | 509,090,909 | $ | 50,909 |
1,000,000 |
$ |
100 | $ | 1,886,170 | $ | (128,237) | $ | 1,808,942 |
The accompanying notes are an integral part of these audited financial statements.
- F5 -
WB Burgers Asia, Inc.
Statement of Cash Flows
(Audited)
For
the Year July 31, 2021 |
For the Period August 30, 2019 (Inception) to July
31, | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (126,163) | $ | (2,074) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Common stock issued as compensation | - | 1,000 | ||||
| Preferred stock issued as compensation | 100,000 | - | ||||
| Changes in current assets and liabilities: | ||||||
| Accrued expenses | 9,250 | - | ||||
| Net cash used in operating activities | (16,913) | (1,074) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Common shares sold | 1,818,192 | - | ||||
| Expenses contributed to capital | 16,913 | 1,074 | ||||
| Net cash provided by financing activities | 1,835,105 | 1,074 | ||||
| Net increase(decrease) in cash and cash equivalents | $ | 1,818,192 | $ | - | ||
| Beginning cash and cash equivalents balance | - | - | ||||
| Ending cash and cash equivalents balance | $ | 1,818,192 | $ | - | ||
| Cash paid for: | ||||||
| Interest | $ | - | $ | - | ||
| Income taxes | $ | - | $ | - | ||
The accompanying notes are an integral part of these audited financial statements.
- F6 -
WB Burgers Asia, Inc.
Notes to Audited Financial Statements
Note 1 - Organization and Description of Business
We were originally incorporated in the state of Nevada on August 30, 2019, under the name Business Solutions Plus, Inc.
On August 30, 2019, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, and Director of Business Solutions Plus, Inc.
On March 3, 2021, Business Solutions Plus, Inc. (the “Company” or “Successor”) transmuted its business plan from that of a blank check shell company to forming a holding company that is a business combination related shell company. The reason for the change being that our former sole director desired to complete a holding company reorganization (“Reorganization”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the Reorganization were InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”). Our former director was the sole director/officer of each constituent corporation in the Reorganization. In preparation of the Reorganization, our former sole and controlling shareholder, Flint Consulting Services, LLC cancelled and returned to the Company’s treasury all issued and outstanding common shares of the Company held and owned by it. The Company issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of IALS and Merger Sub was a wholly owned and direct subsidiary of the Company.
On March 22, 2021, the company filed articles of merger with the Nevada Secretary of State. The merger became effective on March 31, 2021 at 4:00 PM EST(“Effective Time”). At the Effective Time, Predecessor merged with and into Merger Sub (the “Merger), and Predecessor was the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock.
In addition, the new ticker symbol “BSPI” was announced April 14, 2021 on the Financial Industry Regulatory Authority’s daily list with a market effective date of April 15, 2021. The Company received a new CUSIP Number 12330M107.
On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On the Closing Date, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer. In addition, Mr. Moody resigned as Director on the Closing Date. Also on the Closing Date, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On June 18, 2021, our majority shareholder, White Knight Co., Ltd., a Japan Company, and our sole Director Mr. Koichi Ishizuka, executed a resolution to ratify, affirm, and approve a name and ticker symbol change of the Company from Business Solutions Plus, Inc., to WB Burgers Asia, Inc. A Certificate of Amendment to change our name was filed with the Nevada Secretary of State with an effective date of July 2, 2021.
On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.
On September 14, 2021 we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. has agreed to, and has subsequently forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
The Company’s main office is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan.
The Company has elected July 31st as its year end.
As of July 31, 2021, the Company had not yet commenced material operations. On September 14, 2021, we acquired 100% of the equity interest of WB Burgers Japan Co., Ltd., a Japan Company. Following the acquisition, we ceased to be a shell company and adopted the same business plan as that of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd. Going forward our financial statements will be consolidated and will include those of our wholly owned subsidiary, WB Burgers Japan Co., Ltd.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at July 31, 2021 and July 31, 2020 were $1,818,192 and $0, respectively.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at July 31, 2021 and July 31, 2020.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of July 31, 2021 and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
- F7 -
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The Company had no stock-based compensation plans as of July 31, 2021.
The Company’s stock-based compensation for the periods ended July 31, 2021 and July 31, 2020 were $100,000 and $1,000, respectively.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply.
We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company’s accumulated deficit, as of July 31, 2021, was $128,237.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital and the sale of shares of stock. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
- F8 -
Note 4 - Income Taxes
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.
As of July 31, 2021, the Company has incurred a net loss of approximately $28,237 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $5,930 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on August 30, 2019, and our fiscal year end of July 31, 2020, we have completed two taxable fiscal years of July 31, 2021.
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has incurred a net operating loss carryforward of $28,237 which begins expiring in 2036. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.
Significant components of the Company’s deferred tax assets are as follows:
| July 31, | |||||||
| 2021 | 2020 | ||||||
| Deferred tax asset, generated from net operating loss | $ | 5,930 | $ | 226 | |||
| Valuation allowance | (5,930) | (226) | |||||
| $ | — | $ | — | ||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
| Federal income tax rate 21.0% | 21.0 | % | ||
| Increase in valuation allowance (21.0%) | (21.0 | %) | ||
| Effective income tax rate 0.0% | 0.0 | % |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
Note 5 - Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of July 31, 2021.
Note 6 - Accrued Expenses
Accrued expenses totaled $9,250 and $0 as of July 31, 2021 and July 31, 2020, respectively, and consisted primarily of professional fees.
Note 7 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 1,000,000 shares issued and outstanding as of July 31, 2021 and no shares issued and outstanding as of July 31, 2020.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada, (“NSOS”) Restated Articles of Incorporation which amended the par value and authorized preferred stock. The Company withdrew its designated Series Z Preferred Stock and designated a new class of preferred stock described as Series A Preferred Stock. No shares of Preferred Stock of any series were issued and outstanding prior to or after the recording of the Restated Articles of Incorporation with NSOS. After the amendment, total authorized shares were 700,000,000, 500,000,000 common shares and 200,000,000 preferred shares, both with a par value of $.0001.
On March 4, 2021, the Company announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.
Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The controlling shareholder of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor. Jeffrey DeNunzio, as sole member of Flint is deemed to be the indirect and beneficial holder 1,000,000 shares of Series A Preferred Stock of the Company representing approximately .17% voting control of the Company. Paul Moody, our former sole officer/director is the same officer/director of the Predecessor. The Series A Preferred shares were valued at $.10 per share when issued.
On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
Common Stock
The authorized common stock of the Company consists of 1,500,000,000 shares with a par value of $0.0001 at July 31, 2021 and with a par value of $.001 at July 31, 2020. There were 509,090,909 shares of common stock issued and outstanding as of July 31, 2021 and 1,000,000 shares issued and outstanding as of July 31, 2020.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada, (“NSOS”) Restated Articles of Incorporation which amended the Company’s par value and authorized common stock. After the amendment, total authorized shares were 700,000,000, 500,000,000 common shares and 200,000,000 preferred shares, both with a par value of $0.0001.
- F9 -
On August 30, 2019, 1,000,000 common shares were issued to Flint Consulting Services for development of the Company’s business plan.
On March 3, 2021, 1,000,000 common shares of the Company held and owned by Flint Consulting Services, LLC were cancelled and returned to the treasury of the Company. This action resulted in no shares issued and outstanding. On March 4, 2021, The Company announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.
Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The control shareholder of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor.
On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.
Subsequent to the above action, on or about July 1, 2021, we sold 9,090,909 shares of restricted common stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.20 per share of common stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $1,818,181.80 or approximately 200,000,000 Japanese Yen.
SJ Capital Co., Ltd., is owned and controlled by Senju Pharmaceutical Co., Ltd., a Japanese Company.
Mr. Takeshi Sugisawa, the President of SJ Capital Co., Ltd., authorized the above transaction on behalf of SJ Capital Co., Ltd. Both SJ Capital Co., Ltd., and Senju Pharmaceutical Co., Ltd. are considered non-related parties to the Company.
Additional Paid-In Capital
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $6,400 during the period ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the period ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021.
The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $1,074 during the period ended July 31, 2020.
The $1,074 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Note 8 - Related-Party Transactions
Additional Paid-In Capital
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $6,400 during the period ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the period ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021.
The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $1,074 during the period ended July 31, 2020.
The $1,074 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Note 9 - Subsequent Events
Subsequent to July 31, 2021, the Company made paid expenses totaling $17,000. These payments were primarily for professional fees.
On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities:
| Name of Purchaser | Common Shares Purchased | Price Paid Per Share | Total Amount Paid ($) | |
|---|---|---|---|---|
| Koichi Ishizuka | 101,363,636 | $0.0001 | 10,136.00 | |
| Rei Ishizuka 1 | 50,000,000 | $0.0001 | 5,000.00 | |
| Kiyoshi Noda | 100,909,091 | $0.0001 | 10,091.00 | |
| Yuma Muranushi | 100,909,091 | $0.0001 | 10,091.00 |
1 Rei Ishizuka is the wife of our sole officer and Director, Mr. Koichi Ishizuka.
In regards to all of the above transactions White Knight Co., Ltd. claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (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.
On September 14, 2021 we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agreed to, and has subsequently forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka. White Knight Co., Ltd. is our largest controlling shareholder.
Following the adoption of the business plan of our wholly owned subsidiary, WB Burgers Japan Co., Ltd., on September 14, 2021, we ceased to be a shell company.
On October 22, 2021, we sold 2,252,252 shares of restricted common stock to Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Shokafulin LLP was approximately $450,450 or approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not related parties to the Company.
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 (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.
- F10 -
Index to Financial Statements - WB Burgers Asia, Inc.
For the Quarter Ending April 30, 2022
| Page | ||
| Financial Statements: | ||
| Consolidated Balance Sheet | F12 | |
| Condensed Consolidated Statement of Operations | F13 | |
| Condensed Consolidated Statement of Changes in Stockholder (Deficit) | F14 | |
| Condensed Consolidated Statement of Cash Flows | F15 | |
| Notes to the Unaudited Financial Statements | F16 - F19 |
- F11 -
WB Burgers Asia, Inc.
Consolidated Balance Sheet
|
(Unaudited) |
July 31, 2021 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | 291,883 | $ | 1,848,213 | |
| Accounts receivable, other | 10,244 | - | |||
| Advance payments | 4,391 | - | |||
| Inventories | 4,692 | - | |||
| Prepaid expenses | 32,800 | - | |||
| Total Current Assets | 344,010 | 1,848,213 | |||
| Equipment and leasehold improvement, net depreciation | 990,262 | - | |||
| Right of use asset | 530,268 | - | |||
| Deposits | 275,493 | - | |||
| Franchise rights, net amortization | 2,553,750 | 2,700,000 | |||
| TOTAL ASSETS | $ | 4,693,783 | $ | 4,548,213 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable | 45,402 | 1,005 | |||
| Income tax payable | 45 | - | |||
| Lease liability, short term | 30,130 | - | |||
| Accrued expenses and other payables | 11,175 | 9,250 | |||
| Total Current Liabilities | 86,752 | 10,255 | |||
| Lease liability, long term | 500,138 | - | |||
| Loan to Company – related party, net accumulated interest | - | 2,688,989 | |||
| TOTAL LIABILITIES | 586,890 | 2,699,244 | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 1,000,000 issued and outstanding as of April 30, 2022 and July 31, 2021) | 100 | 100 | |||
| Common stock ($0.0001 par value, 1,500,000,000 shares authorized, 1,014,022,586 and 509,090,909 shares issued and outstanding as of April 30, 2022 and July 31, 2021, respectively) | 101,402 | 50,909 | |||
| Non-controlling interest | 100,653 | 91,979 | |||
| Additional paid-in capital | 5,182,713 | 1,886,170 | |||
| Accumulated deficit | (1,048,087) | (198,404) | |||
| Accumulated other comprehensive income | (229,888) | 18,215 | |||
| Total Stockholders’ Equity | 4,106,893 | 1,848,969 | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | 4,693,783 | 4,548,213 |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
- F12 -
WB Burgers Asia, Inc.
Consolidated Statement of Operations
(Unaudited)
|
Three Months Ended April 30, 2022 |
Three Months Ended April 30, 2021 |
Nine Months Ended April 30, 2022 |
Nine Months Ended April 30, 2021 | |||||
| Revenues | $ | 70,982 | $ | - | $ | 70,982 | $ | - |
| Cost of revenue | 369,494 | - | 369,494 | - | ||||
| Gross profit (loss) | $ | (298,512) | $ | - | $ | (298,512) | $ | - |
| Operating expenses | ||||||||
| General and administrative expenses | $ | 241,009 | $ | 102,472 | $ | 594,837 | $ | 111,272 |
| Total operating expenses | 241,009 | 102,472 | 594,837 | 111,272 | ||||
| Net operating loss | $ | (539,521) | $ | (102,472) | $ | (893,349) | $ | (111,272) |
| Other Income (Loss) | ||||||||
| Gain (loss) on foreign currency exchange | (1,355) | - | 63,198 | - | ||||
| Interest credit (expense) | (13,069) | - | (19,532) | - | ||||
| Total other income (loss) | (14,424) | - | 43,666 | - | ||||
| Income (loss) before income taxes provision | $ | (553,945) | $ | (102,472) | $ | (849,683) | $ | (111,272) |
| Provision for income taxes | - | - | - | - | ||||
| Net loss | (553,945) | (102,472) | (849,683) | (111,272) | ||||
| Other comprehensive income | ||||||||
| Currency translation adjustment | (312,647) | - | (248,103) | - | ||||
| Comprehensive Loss | $ | (866,592) | $ | (102,472) | $ | (1,097,786) | $ | (111,272) |
| Basic and Diluted net loss per common share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |
| Weighted average number of common shares outstanding - Basic and Diluted | 1,014,022,586 |
500,000,000 |
930,082,232 |
500,000,000 |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
- F13 -
WB Burgers Asia, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period July 31, 2021 to April 30, 2022
| Common Shares | Par Value Common Shares | Series A Preferred Shares | Par Value Series A Preferred Shares |
Non-Controlling Interest |
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Income |
Accumulated Deficit | Total | ||||||||
| Balances, July 31, 2021 | 509,090,909 | $ | 50,909 |
1,000,000 |
$ |
100 |
$ |
91,980 |
$ | 1,886,170 |
$ |
18,215 |
$ | (198,404) | $ | 1,848,969 | |
| Common shares sold | 3,615,888 | 362 |
- |
- |
- |
722,816 |
- |
- | 723,178 | ||||||||
| Common shares issued for controlling interest of subsidiary | 500,000,000 | 50,000 |
- |
- |
- |
(50,000) |
- |
- | - | ||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - |
- |
- |
- |
29,400 |
- |
- | 29,400 | ||||||||
| Net loss | - | - |
- |
- |
- |
- |
- |
(171,954) | (171,954) | ||||||||
| Foreign currency translation | - | - |
- |
- |
- |
- |
101,722 |
- | 101,722 | ||||||||
| Balances, October 31, 2021 | 1,012,706,797 | $ | 101,271 |
1,000,000 |
$ |
100 |
$ |
91,980 |
$ | 2,588,386 |
$ |
119,937 |
$ | (370,358) | $ | 2,531,315 | |
| Common shares sold | 1,315,789 | 131 |
- |
- |
- |
263,026 |
- |
- | 263,158 | ||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - |
- |
- |
- |
11,980 |
- |
- | 11,980 | ||||||||
| Net loss | - | - | - | - | - | - | - | (123,784) | (123,784) | ||||||||
| Foreign currency translation | - | - | - | - | - | - |
(176,604) |
- | (176,604) | ||||||||
| Balances, January 31, 2022 | 1,014,022,586 | $ | 101,402 |
1,000,000 |
$ |
100 |
$ |
91,980 |
$ | 2,863,392 |
$ |
(56,667) |
$ | (494,142) | $ | 2,506,065 | |
| Common shares sold by subsidiary | - | - |
- |
- |
8,673 |
- |
- |
- | 8,673 | ||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - |
- |
- |
- | 2,049 | - | - | 2,049 | ||||||||
| Forgiveness of related party debt | - | - |
- |
- |
- |
2,317,272 | - | - | 2,317,272 | ||||||||
| Net loss | - | - |
- |
- |
- |
- |
- |
(553,945) | (553,945) | ||||||||
| Foreign currency translation | - | - |
- |
- |
- |
- |
(173,221) |
- | (173,221) | ||||||||
| Balances, April 30, 2022 | 1,014,022,586 | $ | 101,402 |
1,000,000 |
$ |
100 |
$ |
100,653 |
$ | 5,182,713 |
$ |
(229,888) |
$ | (1,048,087) | $ | 4,106,893 |
WB Burgers Asia, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period July 31, 2020 to April 31, 2021
| Common Shares | Par Value Common Shares | Series A Preferred Shares | Par Value Series A Preferred Shares |
Noncontrolling Interest |
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Income |
Accumulated Deficit | Total | ||||||||
| Balances, July 31, 2020 | 1,000,000 | $ | 1,000 | - | $ | - | $ | - | $ | 1,074 | $ | - | $ | (2,074) | $ | - | |
| Net loss | - | - | - | - | - | - | - | (750) | (750) | ||||||||
| Balances, October 31, 2020 | 1,000,000 | $ | 1,000 | - | $ | - | $ | - | $ | 1,074 | $ | - | $ | (2,824) | $ | (2,824) | |
| Expenses paid on behalf of the company and contributed to capital | - |
|
- |
- |
- |
- | 6,950 |
- |
- | 6,950 | |||||||
| Net loss | - | - | - | - | - | - | (8,050) | (8,050) | |||||||||
| Balances, January 31, 2021 | 1,000,000 | $ | 1,000 | - | $ | - | $ | - | $ | 8,024 | $ | - | $ | (10,874) | $ | (1,850) | |
| Common shares returned to the company and cancelled | (1,000,000) | (1,000) | - | - | - | 1,000 | - | - | - | ||||||||
| Common shares issued after merger and reorganization | 500,000,000 | 50,000 | - | - | - | (50,000) | - | - | - | ||||||||
| Preferred shares issued after merger and reorganization | - | - | 1,000,000 | 100 | - | 99,900 | - | - | 100,000 | ||||||||
| Noncontrolling interest | - | - | - | - | 91,979 | - | - | - | 91,979 | ||||||||
| Expenses paid on behalf of the company and contributed to capital | - |
-
|
- |
- |
- |
2,175 |
- |
- | 2,175 | ||||||||
| Net loss | - | - | - | - | - | - | - | (102,472) | (102,472) | ||||||||
| Balances, April 30, 2021 | 500,000,000 | $ | 50,000 |
1,000,000 |
$ |
100 |
$ |
91,979 |
$ | 61,099 |
$ |
- |
$ | (113,346) | $ | 89,832 |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
- F14 -
WB Burgers Asia, Inc.
Statement of Cash Flows
(Unaudited)
|
Nine Months April 30, 2022 |
Nine Months Ended April 30, | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (849,683) | $ | (111,272) | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Depreciation and Amortization | 166,666 | - | ||||
| Share based compensation | - | 100,000 | ||||
| Changes in current assets and liabilities: | ||||||
| Accounts receivable | (10,244) | - | ||||
| Advance payments | (4,391) | - | ||||
| Inventories | (4,692) | - | ||||
| ROU asset | (530,268) | |||||
| Accounts payable | 44,397 | 2,600,000 | ||||
| Prepaid expenses | (32,800) | - | ||||
| Deposits | (275,493) | - | ||||
| Lease liability | 530,268 | - | ||||
| Income tax payable | 45 | - | ||||
| Accrued expenses and other payables | 1,926 | 2,100 | ||||
| Net cash provided by (used in) operating activities | (964,269) | 2,590,828 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase fixed assets | (279,679) | - | ||||
| Purchase franchise rights | - | (2,700,000) | ||||
| Leasehold improvements | (730,999) | - | ||||
| Net cash used in investing activities | (1,010,678) | (2,700,000) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Cash received from the sale of stock | 986,336 | 91,980 | ||||
| Non-controlling interest | 8,673 | - | ||||
| Repayments on debt | (258,034) | 100,047 | ||||
| Expenses paid on behalf of the Company and contributed to capital | 43,430 | 9,125 | ||||
| Net cash provided by financing activities | 780,405 | 201,152 | ||||
| Foreign currency translation | $ | (361,788) | $ | - | ||
| Net increase (decrease) in cash and cash equivalents | $ | (1,556,330) | $ | 91,980 | ||
| Beginning cash and cash equivalents balance | 1,848,213 | - | ||||
| Ending cash and cash equivalents balance | $ | 291,883 | $ | 91,980 | ||
| Non-Cash transactions: | ||||||
| Shares issued for controlling interest of subsidiary | $ | 50,000 | $ | - | ||
| Forgiveness of loan from related party | $ | 2,317,272 | $ | - | ||
| Cash paid for: | ||||||
| Interest | $ | - | $ | - | ||
| Income taxes | $ | - | $ | - |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
- F15 -
WB Burgers Asia, Inc.
Notes to Consolidated Unaudited Financial Statements
Note 1 - Organization and Description of Business
We were originally incorporated in the state of Nevada on August 30, 2019, under the name Business Solutions Plus, Inc.
On August 30, 2019, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, and Director of Business Solutions Plus, Inc.
On March 3, 2021, Business Solutions Plus, Inc. (the “Company” or “Successor”) transmuted its business plan from that of a blank check shell company to forming a holding company that is a business combination related shell company. The reason for the change being that our former sole director desired to complete a holding company reorganization (“Reorganization”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the Reorganization were InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”). Our former director was the sole director/officer of each constituent corporation in the Reorganization. In preparation of the Reorganization, our former sole and controlling shareholder, Flint Consulting Services, LLC cancelled and returned to the Company’s treasury all issued and outstanding common shares of the Company held and owned by it. The Company issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of IALS and Merger Sub was a wholly owned and direct subsidiary of the Company.
On March 22, 2021, the company filed articles of merger with the Nevada Secretary of State. The merger became effective on March 31, 2021 at 4:00 PM EST(“Effective Time”). At the Effective Time, Predecessor merged with and into Merger Sub (the “Merger), and Predecessor was the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock.
In addition, the new ticker symbol “BSPI” was announced April 14, 2021 on the Financial Industry Regulatory Authority’s daily list with a market effective date of April 15, 2021. The Company received a new CUSIP Number 12330M107.
On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On the Closing Date, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer. In addition, Mr. Moody resigned as Director on the Closing Date. Also on the Closing Date, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On June 18, 2021, our majority shareholder, White Knight Co., Ltd., a Japan Company, and our sole Director Mr. Koichi Ishizuka, executed a resolution to ratify, affirm, and approve a name and ticker symbol change of the Company from Business Solutions Plus, Inc., to WB Burgers Asia, Inc. A Certificate of Amendment to change our name was filed with the Nevada Secretary of State with an effective date of July 2, 2021.
On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.
On September 14, 2021 we entered into an “Acquisition Agreement” with White Knight Co., Ltd.(“White Knight”), a Japanese company, whereas we issued 500,000,000 shares of restricted common stock to White Knight, in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd.(“WBJ”), a Japanese company. Pursuant to the agreement, on October 1, 2021, White Knight has agreed to, and has subsequently forgiven any outstanding loans with WBJ as of October 1, 2021. Following this transaction, WBJ became our wholly owned subsidiary through which we now operate. White Knight is owned entirely by our sole officer and Director, Koichi Ishuzuka. Because the shares were issued in exchange for the 100% equity interest in our wholly-owned subsidiary, WBJ, the net effect of the transactions in the consolidated financials is zero.
In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
On September 14, 2021, we acquired 100% of the equity interest of WB Burgers Japan Co., Ltd., a Japan Company. Following the acquisition, we ceased to be a shell company and adopted the same business plan as that of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd.
On February 9, 2022, we incorporated Store Foods Co., Ltd. (“Store Foods”), a Japan Company. Store Foods is now a wholly owned subsidiary of the Company and currently Koichi Ishizuka is the sole Officer and Director. As of April 30, 2022, operations for Store Foods had not yet commenced. As a result, we now have two wholly owned subsidiaries, WB Burgers Japan Co., Ltd, and Store Foods Co., Ltd., both of which are Japan Companies.
While our plans for Store Foods are not definitive and may change, the intended business purpose of the Company is as follows:
1. Food sales;
2. Food wholesale and retail;
3. Chain organizations consisting of food retailers as members;
4. Restaurants;
5. Manufacturing and sales of boxed lunches for catering;
6. Alcohol sales;
7. Health supplement and health drink sales;
8. Manufacturing and sales of functional foods;
9. Lease of goods related to restaurant management;
10. System development;
11. Delivery;
12. Application development and sales;
13. Advertising;
14. Management consulting;
15. All businesses incidental to any of the above.
The Company’s main office is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan.
The Company has elected July 31st as its year end.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at April 30, 2022 and July 31, 2021 were $291,883 and $1,848,213, respectively.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The Company determines cost based on the FIFO method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The Company has determined that no allowance for the inventory valuation was required at April 30, 2022.
Revenue Recognition
The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), in the second quarter of fiscal year 2020, as this was the first quarter that the Company generated revenues. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors.
The Company’s revenue consists of restaurant sales through its subsidiary, WBJ.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at April 30, 2022 and July 31, 2021.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of April 30, 2022 and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
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Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The Company had no stock-based compensation plans as of April 30, 2022.
The Company’s stock-based compensation for the periods ended April 30, 2022 and April 30, 2021 were $0 and $100,000, respectively.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply.
We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 3 - Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital and the sale of shares of stock. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 4 - Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.
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Note 5 - Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of April 30, 2022.
Note 6 - Fixed Assets
The company recognizes purchased assets with a useful life longer than one year as fixed or non-current assets. These assets are depreciated using the straight-line method of depreciation over the estimated useful life of the assets.
During the period ended April 30, 2022, the Company purchased long-term assets, including office and restaurant machines and equipment, furniture, fixtures and signage, totaling approximately $279,679, and leasehold improvements totaling approximately $730,999. The Company is depreciating these assets over five, eight or fifteen year periods, once they were put into use, based on the useful life of each asset. Depreciation expense for the period ended April 30, 2022 was approximately $20,416.
Note 7 - Right of Use Asset
The Company capitalizes all leased assets pursuant to ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company adopted the standard in the third quarter of fiscal year 2022. The initial recognition of the ROU operating lease was $530,268 for both the ROU asset and ROU liability. As of April 30, 2022, the ROU lease liability was $500,138.
Note 8 - Deposits
During the period ended April 30, 2022, the Company paid two security deposits for the leased office and restaurant space totaling approximately $275,493.
Note 9 - Franchise Rights
On June 9, 2021, our wholly-owned subsidiary, WB Burgers Japan Co., Ltd, entered into a Master Franchise Agreement with Wayback Burgers. Compensation of approximately $2,700,000 was paid for these franchise rights by related party White Knight. This payment was originally considered as a loan to the Company and $2,317,272 of this loan has since been forgiven and is posted as additional paid-in capital. Franchise rights are being amortized over the life of the agreement, 20 years. As of April 30, 2022, the amortization expense for the franchise rights totals approximately $146,250.
Note 10 - Accrued Expenses and Other Payables
Accrued expenses and other payables totaled $11,176 and $9,250 as April 30, 2022 and July 31, 2021, respectively, and consisted primarily of professional fees.
Note 11 - Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 1,000,000 shares issued and outstanding as of April 30, 2022 and July 31, 2021.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada, (“NSOS”) Restated Articles of Incorporation which amended the par value and authorized preferred stock. The Company withdrew its designated Series Z Preferred Stock and designated a new class of preferred stock described as Series A Preferred Stock. No shares of Preferred Stock of any series were issued and outstanding prior to or after the recording of the Restated Articles of Incorporation with NSOS. After the amendment, total authorized shares were 700,000,000, 500,000,000 common shares and 200,000,000 preferred shares, both with a par value of $.0001.
On March 4, 2021, the Company announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.
Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The controlling shareholder of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor. Jeffrey DeNunzio, as sole member of Flint is deemed to be the indirect and beneficial holder 1,000,000 shares of Series A Preferred Stock of the Company representing approximately ..17% voting control of the Company. Paul Moody, our former sole officer/director is the same officer/director of the Predecessor. The Series A Preferred shares were valued at $.10 per share when issued.
On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
Common Stock
The authorized common stock of the Company consists of 1,500,000,000 shares with a par value of $0.0001. There were 1,014,022,586 and 509,090,909 shares of common stock issued and outstanding as of April 30, 2022 and July 31, 2021, respectively.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada, (“NSOS”) Restated Articles of Incorporation which amended the Company’s par value and authorized common stock. After the amendment, total authorized shares were 700,000,000, 500,000,000 common shares and 200,000,000 preferred shares, both with a par value of $.0001.
On August 30, 2019, 1,000,000 common shares were issued to Flint Consulting Services for development of the Company’s business plan.
On March 3, 2021, 1,000,000 common shares of the Company held and owned by Flint Consulting Services, LLC were cancelled and returned to the treasury of the Company. This action resulted in no shares issued and outstanding. On March 4, 2021, The Company announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.
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Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.
As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The control shareholder of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor.
On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.
Subsequent to the above action, on or about July 1, 2021, we sold 9,090,909 shares of restricted common stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.20 per share of common stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $1,818,181.80 or approximately 200,000,000 Japanese Yen.
SJ Capital Co., Ltd., is owned and controlled by Senju Pharmaceutical Co., Ltd., a Japanese Company.
Mr. Takeshi Sugisawa, the President of SJ Capital Co., Ltd., authorized the above transaction on behalf of SJ Capital Co., Ltd. Both SJ Capital Co., Ltd., and Senju Pharmaceutical Co., Ltd. are considered non-related parties to the Company.
On August 24, 2021, we sold 1,363,636 shares of restricted common stock to Yasuhiko Miyazaki, a Japanese citizen, at a price of $.20 per share. The total subscription amount paid by Yasuhiko Miyazaki was approximately $272,727 or approximately 30,000,000 Japanese Yen. Mr. Miyazaki is not a related party to the Company.
On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities:
| Name of Purchaser | Common Shares Purchased | Price Paid Per Share | Total Amount Paid ($) | ||
| Koichi Ishizuka | 101,363,636 | $0.0001 | 10,136.00 | ||
| Rei Ishizuka 1 | 50,000,000 | $0.0001 | 5,000.00 | ||
| Kiyoshi Noda | 100,909,091 | $0.0001 | 10,091.00 | ||
| Yuma Muranushi | 100,909,091 | $0.0001 | 10,091.00 |
1 Rei Ishizuka is the wife of our sole officer and Director, Mr. Koichi Ishizuka.
On September 14, 2021 we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. has agreed to, and has subsequently forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
On October 22, 2021, we sold 2,252,252 shares of restricted common stock to Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a Japanese citizen, at a price of $0.20 per share. The total subscription amount paid by Shokafulin LLP was approximately $450,450 or approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not related parties to the Company.
On December 27, 2021, we sold 1,315,789 shares of restricted common stock to Takahiro Fujiwara, a Japanese citizen, at a price of $0.20 per share. The total subscription amount paid by Takahiro Fujiwara was approximately $263,158. Mr. Fujiwara is not a related party to the Company.
Noncontrolling interest
During the period ended April 30, 2022, the Company’s wholly-owned subsidiary, Store Foods Co., Ltd, sold 100 shares of common stock totaling one million JPY or approximately $8,673 (see Note 1).
Additional Paid-In Capital
During the period ended April 30, 2022, White Knight forgave a loan to the Company of approximately $2,054,371, which is recorded as additional paid-in capital (see Note 12).
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $43,430 during the period ended April 30, 2022. 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 totaling $6,400 during the year ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the year ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021.
The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Note 12 - Related-Party Transactions
Additional Paid-In Capital
During the fiscal year ended July 31, 2021, White Knight paid franchise rights fees on behalf the Company totaling approximately $2,700,000. These payments were considered as a loan to the Company from White Knight. During the period ended April 30, 2022, the Company made payments to reduce the loan totaling approximately $258,034 and foreign currency exchange adjustments were made totaling approximately $(387,595), bringing the total loan balance to approximately $2,054,371. On April 30, 2022, the total loan to the Company was forgiven by White Knight and was recorded as additional paid-in capital.
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $43,430 during the period ended April 30, 2022. 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 totaling $6,400 during the period ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the period ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021.
The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
Note 13 - Subsequent Events
None.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as follows:
| SEC Registration Fee (1) | $ | 5,065.87 |
| Legal Fees | $ | 5,000.00 |
| Auditor Fees and Expenses | $ | 5,000.00 |
| Consulting Fees and Related Expenses | $ | 35,000.00 |
| Transfer Agent Fees | $ | 5,000.00 |
| TOTAL | $ | 55,065.87 |
(1) All amounts are estimates, other than the SEC’s registration fee. The above expenses are to be paid by the Company, rather than the selling shareholders.
INDEMNIFICATION OF DIRECTOR AND OFFICERS
Under our Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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RECENT SALES OF UNREGISTERED SECURITIES
On or about about July 1, 2021, we sold 9,090,909 shares of restricted common stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.20 per share of common stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $1,818,181.80 or approximately 200,000,000 Japanese Yen.
SJ Capital Co., Ltd., is owned and controlled by Senju Pharmaceutical Co., Ltd., a Japanese Company.
Mr. Takeshi Sugisawa, the President of SJ Capital Co., Ltd., authorized the above transaction on behalf of SJ Capital Co., Ltd. Both SJ Capital Co., Ltd., and Senju Pharmaceutical Co., Ltd. are considered non-related parties to the Company. The proceeds from the above sale of shares went to the Company to be used for working capital.
On August 24, 2021, we sold 1,363,636 shares of restricted common stock to Yasuhiko Miyazaki, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Yasuhiko Miyazaki was approximately $272,727 or approximately 30,000,000 Japanese Yen. Mr. Yasuhiko Miyazaki is not a related party to the Company. The proceeds from the above sale of shares went to the Company to be used for working capital.
In regards to all of the above transactions, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
On September 14, 2021, we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agrees to, and has since forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.
In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (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.
The aforementioned Acquisition Agreement is attached as Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange Commission on September 14, 2021. All references to the Acquisition Agreement are qualified, in their entirety, by the text of such exhibit. White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka. White Knight Co., Ltd. is our largest controlling shareholder.
On October 22, 2021, we sold 2,252,252 shares of restricted common stock to Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Shokafulin LLP was approximately $450,450 or approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not related parties to the Company. The proceeds from the above sale of shares went to the Company to be used 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 (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.
On December 27, 2021, we sold 1,315,789 shares of restricted Common Stock to Takahiro Fujiwara, Japanese Citizen, at a price of $0.20 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $263,158. Takahiro Fujiwara is not a related party to the Company. The proceeds from the above sale of shares went to the Company to be used 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 (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.
On August 8, 2022, we sold 1,586,538 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $50,769. Takahiro Fujiwara is not a related party to the Company.
On August 8, 2022, we sold 2,403,846 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Shokafulin LLP was approximately $76,923. Shokafulin LLP is not a related party to the Company.
On August 12, 2022, we sold 32,065,458 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $1,026,094. Asset Acceleration Axis, LLC is not a related party to the Company.
The Company intends to use the proceeds from the aforementioned sales of shares 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 (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.
On September 13, 2022, we sold 7,262,324 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $232,395. Asset Acceleration Axis, LLC is not a related party to the Company.
The Company intends to use the proceeds from the aforementioned sales of shares 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 (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.
| EXHIBITS TO REGISTRATION STATEMENT |
| Exhibit No. | Description | |
| 3.1 | Restated Articles of Incorporation (1) | |
| 3.11 | Certificate of Amendment (2) | |
| 3.12 | Certificate of Amendment (3) | |
| 3.2 | By-laws (4) | |
| 5.1 | Legal Opinion Letter (5) | |
| 23.1 | Consent of Independent Accounting Firm (5) | |
| 99.1 | Sample Subscription Agreement (5) | |
| 107 | Filing Fee Table (5) |
____________________
| (1) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on March 4, 2021, and incorporated herein by this reference. |
| (2) | Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on June 22, 2021, and incorporated herein by this reference. |
| (3) | Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on July 8, 2021, and incorporated herein by this reference. |
| (4) | Filed as an exhibit to the Company's Form 10-12G, as filed with the SEC on December 28, 2020, and incorporated herein by this reference. |
| (5) | Filed herewith. |
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The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, at the location of Tokyo Japan, on October 11, 2022.
| WB Burgers Asia, Inc. | |
| By: /s/ Koichi Ishizuka | |
| Name: Koichi Ishizuka | |
Title: Chief Executive Officer, Chief Financial Officer, Director Date: October 11, 2022 |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name: Koichi Ishizuka Signature: /s/ Koichi Ishizuka Title: Chief Executive Officer, (Principal Executive Officer)
Date: October 11, 2022
Name: Koichi Ishizuka Signature: /s/ Koichi Ishizuka Title: Chief Financial Officer, (Principal Financial Officer)
Date: October 11, 2022
Name: Koichi Ishizuka Signature: /s/ Koichi Ishizuka Title: President, Secretary, Treasurer, Director
Date: October 11, 2022
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Exhibit 5.1
LAW OFFICE OF CARL P. RANNO
|
CARL P. RANNO Attorney and Counselor at Law
|
2733 EAST VISTA DRIVE PHOENIX, ARIZONA 85032
|
Telephone: 602-493-0369 Email: carlranno@cox.net
|
May 9, 2022
WB Burgers Asia, Inc.
3FK’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku,
Tokyo,Japan 107-0062
ATTN: Koichi Ishizuka
Via email: kishizuka@waybackintl.comIa
RE: Opinion to be filed with an S-1 Registration statement to be filed by WB Burgers Asia, Inc., a Nevada corporation
Dear Sir,
This Opinion is in connection with a registration statement to be filed by WB Burgers Asia, Inc. a Nevada corporation on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering of 150,000,000 common shares . The Company’s selling shareholders are offering 123,239,977 shares of your common stock. It is my understanding that the Company will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on your behalf by your officers and Directors. The selling shareholders are also deemed to be underwriters of this offering.
You have requested my opinion as to the matters set forth below in connection with the Registration Statement. For purposes of this opinion, I have examined the Registration Statement, the Company’s Articles of Incorporation as amended, the Company’s Bylaws, the Exhibits attached to the Registration Statement as amended, the Subscription Agreements which, according to the Company have been executed by the 17 selling shareholders and such other documents and matters of law as I have deemed necessary for the expression of the opinion herein contained.
I have made assumptions that are customary in opinions of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents submitted to me, the conformity to originals of all documents submitted as copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.
Based upon and subject to the foregoing, it is my opinion with respect to the registration of 123,239,977 shares of the Company's common stock, $0.0001 par value (the “Shares”), for public sale by the Company’s selling shareholders as disclosed in the S-1 Registration Statement, the subject shares are validly issued, fully paid, non-assessable and owned by the 17 selling shareholders. In connection with the registration of 150,000,000 shares of your common stock, for public sale by the issuer it is my opinion that the Shares have been duly authorized and when issued and paid for as described in the Registration Statement and Prospectus, will be, validly issued, fully paid and non-assessable.
This opinion is limited to the Federal laws of the United States, and the applicable laws of the State of Nevada. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the heading “Legal Matters.”
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals of all copies submitted to me by the parties herein. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
I hereby consent to the filing of this opinion as an exhibit to the amended Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.
This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act and may not be used or relied upon for any other purpose. This opinion is given as of the effective date of the Registration Statement, and I assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.
Sincerely
/s/ Carl P. Ranno
Carl P. Ranno
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-1-A1 of our report dated November 2, 2021, relating to the financial statements of WB Burgers Asia, Inc. as of July 31, 2021 and the period from August 30, 2019 (Inception) through July 31, 2020 and to all references to our firm included in this Registration Statement.
Certified Public Accountants
Lakewood, CO
October 11, 2022
SUBSCRIPTION AGREEMENT
The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of WB Burgers Asia, Inc., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:
1. Subscription.
| 1.1 | The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $___ per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing |
| 1.2 | The closing of the Subscription of Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. |
2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, he or she must, and he or she does hereby, deliver to the Company:
| 2.1 | One (1) executed counterpart of the Signature Page attached to this Agreement together with the passport copy or government ID copy; and |
| 2.2 | A check, trade draft or media due bill in the amount set forth on the Signature Page attached to this Agreement, representing payment in full for the Shares desired to be purchased hereunder, either made payable to the order of (i) WB Burgers Asia, Inc., (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. |
3. Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
| 3.1 | Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC Edgar Database, under the CIK number 0001787412. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on _______, 2022. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described. |
| 3.2 | All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing. |
| 3.3 | If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing. |
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4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of Nevada.
5. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.
6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.
7. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.
8. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.
[SIGNATURE PAGE FOLLOWS]
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SUBSCRIBER SIGNATURE
The undersigned, desiring to subscribe for the number of Shares of WB Burgers Asia, Inc., (the “Company”) as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.
IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.
(PLEASE PRINT OR TYPE)
| Number of Shares | |||
| x $___ Per Share | |||
| Total Amount of Subscription: | |||
| Exact name(s) of Subscriber(s): | |||
| Signature of Subscriber(s): | |||
| (Signature) | |||
| Date: | |||
Residence or Physical Mailing Address (cannot be a P.O. Box):
__________________________________
__________________________________
__________________________________
Telephone Numbers (include Area Code):
Business: (___)_____________ Home: (___)________________
Social Security, Taxpayer, or other type
Identification Number(s): _______________
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