Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): August 17, 2023

WB Burgers Asia, Inc.

(Exact name of registrant as specified in its charter)


Nevada	000-56233	00-0000000
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3F K’s Minamiaoyama

6-6-20 Minamiaoyama, Minato-ku,

Tokyo 107-0062, Japan

107-0062

(address of principal executive offices)

(zip code)

81-90-6002-4978

(registrant’s telephone number, including area code)

N/A

(former name or former mailing address, if changed since last report)

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

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company [X]

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

“We”, “Us”, and or “The Company” refer to WB Burgers Asia, Inc., a Nevada Corporation.

5.03 Amendments to Articles of Incorporation or Bylaws.

Our majority shareholder, White Knight Co., Ltd., and Koichi Ishizuka, our sole Officer and Director, executed a resolution to ratify, affirm, and approve to file an Amended and Restated Certificate of Incorporation.

The Amended and Restated Certificate of Incorporation was filed with the Nevada Secretary of State on August 17, 2023, effective immediately.

The Amended and Restated Certificated of Incorporation resulted in an increase to the authorized shares of our Common Stock from One Billion Five Hundred Million (1,500,000,000) to Five Billion (5,000,000,000). It also revised the rights of Series A Preferred Stock, now allowing each one (1) share of Series A Preferred Stock to be converted into one thousand (1,000) shares of Common Stock at the discretion of the holder(s) of Series A Preferred Stock.

A full copy of the Amended and Restated Certificate of Incorporation is attached herein as Exhibit 3.1.

Item 8.01 Other Events.

On August 18, 2023, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert its 1,000,000 shares of Series A Preferred Stock of WB Burgers Asia, Inc. into shares of Common Stock. This conversion has been approved by the Company, and the conversion became effective on August 18, 2023. Every 1 share of Series A Preferred Stock was converted into 1,000 shares of Common Stock, for a total of 1,000,000,000 shares of Common Stock.

Following the above conversion, and as of August 18, 2023, there were 2,071,153,462 shares of Common Stock and 0 shares of Preferred Stock issued and outstanding.

The Conversion Agreement and Notice of Conversion are attached herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


NUMBER	EXHIBIT

3.1	Amended and Restated Certificate of Incorporation

99.1	Conversion Agreement and Notice of Conversion

SIGNATURES

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


	WB Burgers Asia, Inc.


Dated: August 21, 2023	/s/ Koichi Ishizuka
	Koichi Ishizuka Chief Executive Officer

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

WB BURGERS ASIA, INC.

The undersigned, Koichi Ishizuka, as Director of WB Burgers Asia, hereby certifies that:

1. He is the Director of WB Burgers Asia, Inc., a Nevada Corporation.

2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Nevada on August 30, 2019 under the name Business Solutions Plus, Inc. The Certificate of Incorporation was first restated on February 9, 2021, and was subsequently amended on July 1, 2021, and July 2, 2021.

3. The Amended and Restated Certificate of Incorporation of the corporation which restates, integrates and further amends the provisions of the Certificate of Incorporation of this corporation as heretofore amended and/or restated, has been duly adopted by the corporation’s Board of Directors in accordance with NRS 78.315, NRS 78.380, and NRS 78.403 with and by written consent without a meeting in accordance with Nevada Revised Statutes, (“NRS”).

4. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:

ARTICLE I

NAME

The name of the Corporation shall be WB Burgers Asia, Inc.

ARTICLE II PERIOD OF DURATION

The Corporation shall exist in perpetuity from and after the date of filing these Articles of Incorporation with the Secretary of State of the State of Nevada unless dissolved according to law.

ARTICLE III PURPOSES AND POWERS

1. Purposes Except as restricted by these Articles of Incorporation, the Corporation is organized for the purpose of transacting all lawful business for which corporations may be incorporated pursuant to the Nevada Business Corporation Act.

2. General Powers Except as restricted by these Articles of Incorporation, the Corporation shall have and may exercise all powers and rights which a corporation may exercise legally pursuant to the Nevada Business Corporation Act.

3. Issuance of Shares The board of directors of the Corporation may divide and issue any class of stock of the Corporation in series pursuant to a resolution properly filed with the Secretary of State of the State of Nevada.

ARTICLE IV

CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have authority to issue is: Five Billion Two Hundred Million (5,200,000,000). These shares shall be divided into two classes with Five Billion (5,000,000,000) shares designated as common stock at $0.0001 par value (the "Common Stock") and two hundred million (200,000,000) shares designated as preferred stock at $0.0001 par value (the "Preferred Stock").

Designation of Preferred Series A Stock. One Million (1,000,000) shares of the Company’s preferred stock shall be designated as Series A Preferred Stock, $0.0001 par value per share. Initially, there will be no dividends due or payable on the Series A Preferred Stock. Holders of Series A Preferred Stock shall have the right to convert every share of Series A Preferred into One Thousand (1,000) Common Shares of the Corporation. Series A Stock may be converted at any time, at the sole discretion of the holder of Series A Preferred Stock. Each one share of the Series A Preferred Stock shall have voting rights equal to one thousand (1,000) votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Certificate of Incorporation or by-laws.

Preferred 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;

(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.

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.

ARTICLE V ELECTION OF DIRECTORS

The election of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.

ARTICLE VI INDEMNIFICATION

The Corporation is authorized to provide indemnification of its directors, officers, employees and agents whether by bylaw agreement, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification expressly permitted by Section 78.751 of the Nevada Business Corporation Act for breach of duty to the Corporation and its shareholders subject only to the applicable limits upon such indemnification as set forth in the Nevada Business Corporation Act. Any repeal or modification of this Article VI or Article X shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

ARTICLE VII ADOPTION AND AMENDMENT OF BYLAWS

The initial Bylaws or the Corporation shall be adopted by its board of directors. Subject to repeal or change by action of the shareholders, the power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the board of directors. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or these Articles of Incorporation.

ARTICLE VIII RESIDENT AGENT

The name of the Corporation's resident agent and the street address is Registered Agents Inc., 401 Ryland St Ste 200- A, Reno, NV 89502.

The resident agent may be changed in the manner permitted by law.

ARTICLE IX INITIAL BOARD OF DIRECTORS

The number of directors of the Corporation shall be fixed by the Bylaws of the Corporation, and the number of directors of the Corporation may be changed from time to time by consent of the Corporation's directors. The initial board of directors of the Corporation shall consist of one (1) director. The name and address of the person who shall serve as director until the first annual meeting of shareholders and until his successor(s) are elected and shall qualify is:

Koichi Ishizuka

3F K’s Minamiaoyama

6-6-20 Minamiaoyama, Minato-ku

Tokyo, Japan

ARTICLE X LIMITATION OF LIABILITY OF DIRECTORS AND

OFFICERS TO CORPORATION AND SHAREHOLDERS

No director or officer shall be liable to the Corporation or any shareholder for damages for breach of fiduciary duty as a director or officer, except for any matter in respect of which such director or officer (a) shall be liable under Section 78.300 of the Nevada Business Corporation Act or any amendment thereto or successor provision thereto or (b) shall have acted or faded to act in a manner involving intentional misconduct fraud or a knowing violation of law. Neither the amendment nor repeal of this Article, nor the adoption of any provision in the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provisions. This Article shall apply to the full extent now permitted by Nevada law or as may be permitted in the future by changes or enactments in Nevada law, including without limitation Section 78.300 and/or the Nevada Business Corporation Act.

IN WITNESS WHEREOF, the Amended and Restated Certificate of Incorporation has been duly adopted and ratified by this corporation’s Board of Directors in accordance with the applicable provisions of NRS 78.315, NRS 78.380, and NRS 78.403 and signed by its duly authorized officer this 17^th day of August 2023.

WB BURGERS ASIA, INC.

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Title: President and Chief Executive Officer

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2023, between WB Burgers Asia, Inc., a Nevada Corporation (“WBBA”), and the undersigned holder (“Holder”) of shares of WBBA’s Series A Preferred Stock, $0.0001 par value per share (the “Preferred Stock”).

RECITALS

WHEREAS, the shares of Preferred Stock held by Holder are convertible into shares of WBBA’s common stock, $0.0001 par value per share (the “Common Stock”), at the option of Holder, pursuant to, and subject to the limitations set forth in, the Restated Articles of Incorporation of WBBA filed with the Nevada Secretary of State on August 17, 2023;

WHEREAS, the shares of Preferred Stock are entitled to certain conversion rights as set forth in the Restated Articles of Incorporation of WBBA; and

WHEREAS, Holder and WBBA desire to enter into this Agreement to provide for the conversion of all shares of the Series A Preferred Stock held by Holder. Each one share of Series A Preferred Stock of WBBA is convertible into one thousand shares of Common Stock of WBBA;

NOW, THEREFORE it is hereby acknowledged, the parties hereto hereby agree as follows:

1. Election to Convert.

a. Holder hereby elects to convert all shares of Series A Preferred Stock held by Holder into shares of Common Stock in accordance with Article IV of the WBBA Restated Articles of Incorporation.

b. The conversion of shares of Series A Preferred Stock contemplated hereby shall be effective on August 18, 2023 (the “Effective Date”).

2. Issuance of shares of Common Stock. WBBA shall cause to be recorded, by the Company’s transfer agent, in book entry, the shares of Common Stock issuable upon conversion of the shares of the Series A Preferred Stock held by Holder being converted hereby as soon as practicable after the Effective Date.

3. Restricted Securities. Holder hereby understands, acknowledges and agrees that the shares of Common Stock issuable upon conversion of the shares of the Series A Preferred Stock Series held by Holder being converted hereby shall constitute “restricted securities” within the meaning of the Securities Act of 1933, as amended, and may only be disposed of in compliance with state and federal securities laws. The certificates representing such shares of Common Stock shall bear a legend to such effect.

4. Further Assurances. Each of Holder and WBBA agrees that it will make, execute, and deliver any and all such other instruments, instructions and documents and will do and perform any and all such further acts as shall become necessary, proper, or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.

5. Enforceability. If and to the extent any provision herein is held invalid or unenforceable at law, then such provision will be deemed stricken from this Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.

6. Governing Law. This Agreement shall be deemed executed in the State of Nevada and is to be governed by and construed under Nevada law, without regard to its choice of law provisions.

7. Entire Agreement. This Agreement (along with the Conversion Notice) is the entire Agreement between Holder and WBBA and may not be modified or amended except by a written instrument signed by each of Holder and WBBA. Each of Holder and WBBA has read this Agreement, understands it and agrees to be bound by its terms and conditions. There are no understandings with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement or caused this Agreement to be executed and delivered by its duly authorized representative, all as of the day and year first written above.


HOLDER:		WB BURGERS ASIA, INC.

Signature:	/s/ Koichi Ishizuka	By:	/s/ Koichi Ishizuka
			Koichi Ishizuka
Print		Its:	Chief Executive Officer and Director
Name:	White Knight Co., Ltd.

Title:	CEO


(if Holder is not a Natural Person)

CONVERSION NOTICE

Reference is made to this certain Conversion Notice dated as of August 18, 2023 (the “Conversion Notice”), between the undersigned (“Holder”) and WB Burgers Asia, Inc., a Nevada corporation (“WBBA”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Conversion Agreement.

Holder hereby elects to convert, as of the Effective Date, all shares of Series A Preferred Stock held by Holder into shares of Common Stock in accordance with the terms of the WBBA’s Restated Articles of Incorporation filed with the Nevada Secretary of State on August 17, 2023. Such shares of Common Stock issuable in connection with this Conversion Notice and the Conversion Notice (the “Shares”) shall be issued in the name of the Holder, and recorded by the Company’s transfer agent in book-entry format.

Holder hereby represents and warrants to WBBA that Holder is an “accredited investor” under Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).