The accompanying notes are an integral part of these
condensed consolidated unaudited financial statements.
Notes
to Condensed 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., 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.
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.
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.
WB
Burgers Japan Co., Ltd. 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.
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 October 31, 2021 and July 31, 2021 were $4,183,676 and $1,848,213, 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 October 31, 2021 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 October 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 October 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.
F-5
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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 October 31, 2021.
The Company’s stock-based compensation
for the periods ended October 31, 2021 and October 31, 2020 were $0 for both periods.
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
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 yet
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
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 October 31, 2021,
the Company has incurred a net loss of approximately $370,359 which resulted in a net operating loss for income tax purposes. The
loss results in a deferred tax asset of approximately $77,775 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, 2021, we have
completed two taxable fiscal years.
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 $77,775 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.
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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 October 31, 2021.
Note 6 - Accrued
Expenses
Accrued expenses totaled
$5,245 and $9,250 as of October 31, 2021 and July 31, 2021, 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 October
31, 2021 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 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.
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 1,012,706,797 and 509,090,909 shares of common stock
issued and outstanding as of October 31, 2021 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.
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 $0.20 per share. The total subscription amount
paid by Yasuhiko Miyazaki was approximately $272,727 or approximately 30,000,000 Japanese Yen. Mr. Miyazaki is not a related party to
the Company.
In regards
to the above transactions from July 1, 2021 through August 24, 2021, the Company claims an exemption from registration afforded by Section
Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the
sales/issuances of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to
offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.
On August 30, 2021, our largest controlling
shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold
a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities:
|
Name of Purchaser
|
Common Shares Purchased
|
Price Paid Per Share
|
Total Amount Paid ($)
|
|
|
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.
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. These shares were
sold pursuant to Regulation S of the Securities Act of 1933 as amended (“Regulation S”).
Additional Paid-In Capital
The Company’s sole officer
and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $29,400 during the period ended October 31, 2021. 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 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 $29,400 during the period ended October 31, 2021. 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 $16,913 in total payments are considered contributions to the
company with no expectation of repayment and are posted as additional paid-in capital.
Note
9 - Subsequent Events
On
November 6, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer
and Director, Koichi Ishizuka, sold a total of 14,347,826 shares of restricted common stock to the following parties in the respective
quantities:
|
Name of Purchaser
|
Common Shares Purchased
|
Price Paid Per Share ($)
|
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.
Following
the above transactions, White Knight Co., Ltd. now owns 537,987,224 shares of our Common Stock. White Knight Co., Ltd. also remains the
owner of 1,000,000 shares of our Preferred Series A Stock. Every share of our Series A Preferred Stock has super voting rights that allows
for 1,000 votes for every vote of Common Stock. White Knight Co., Ltd. remains our majority controlling shareholder.
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 intend to open our first
Wayback Burgers restaurant. The property is located in the popular shopping plaza of Omotesando, located in the Tokyo prefecture.
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