UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR
THE QUARTERLY PERIOD ENDED
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE
NUMBER:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
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) |
Indicate by check
mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X]
Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Smaller reporting company |
Emerging growth company |
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes
[X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 31, 2023, there were shares of the Registrant’s Common Stock and 0 shares of the Registrant’s Preferred Stock issued and outstanding.
-1-
INDEX
-2-
PART I - FINANCIAL INFORMATION
WB Burgers Asia, Inc.
Consolidated Balance Sheet
(Unaudited)
|
July 31, 2022 (Audited) | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | $ | |||
| Accounts receivable | |||||
| Advance payments | |||||
| Inventories | |||||
| Prepaid expenses | |||||
| Total Current Assets | |||||
| Equipment and leasehold improvement, net depreciation | |||||
| Right of use asset | |||||
| Deposits | |||||
| Franchise rights | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable | |||||
| Income tax payable | |||||
| Lease liability, short term | |||||
| Accrued expenses and other payables | |||||
| Total Current Liabilities | |||||
| Lease liability, long term | |||||
| TOTAL LIABILITIES | |||||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($ par value, shares authorized; issued and outstanding as of April 30, 2023 and July 31, 2022) | |||||
| Common stock ($ par value, shares authorized, and shares issued and outstanding as of April 30, 2023 and July 31, 2022, respectively) | |||||
| Subscription payable | |||||
| Additional paid-in capital | |||||
| Accumulated deficit | ( |
( | |||
| Accumulated other comprehensive income | ( |
( | |||
| Total Stockholders’ Equity | |||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
F-1
WB Burgers Asia, Inc.
Consolidated Statement of Operations
(Unaudited)
|
Three Months Ended April 30, 2023 |
Three Months Ended April 30, 2022 |
Nine Months Ended April 30, 2023 |
Nine Months Ended April 30, 2022 | |||||
| Revenues | $ | $ | $ | $ | ||||
| Cost of revenue | ||||||||
| Gross profit (loss) | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| Operating expenses | ||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||
| Total operating expenses | ||||||||
| Net operating loss | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| Other Income (Loss) | ||||||||
| Gain (loss) on foreign currency exchange | ( |
( |
( |
|||||
| Interest credit (expense) | ( |
( | ||||||
| Other income | ||||||||
| Total other income (loss) | ( |
( |
||||||
| Income (loss) before income taxes provision | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| Provision for income taxes | ( |
|||||||
| Net loss | ( |
( |
( |
( | ||||
| Other comprehensive income | ||||||||
| Currency translation adjustment | ( |
( |
( | |||||
| Comprehensive Income (Loss) | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| Basic and Diluted net loss per common share | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| Weighted average number of common shares outstanding - Basic and Diluted |
|
|
The accompanying notes are an integral part of these consolidated unaudited financial statements.
F-2
WB Burgers Asia, Inc.
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period ended April 30, 2023
(Unaudited)
| Common Shares | Par Value Common Shares | Series A Preferred Shares | Par Value Series A Preferred Shares |
Shares Payable |
Additional Paid-in Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit | Total | |||||||||
| Balances, July 31, 2022 | $ | $ |
$ |
|
$ | $ | ( |
$ | ( |
$ | |||||||
| Common shares sold | 43,318,166 | - |
|
( |
|
||||||||||||
| Net loss | - | - |
|
( |
( | ||||||||||||
| Balances, October 31, 2022 | $ | $ | $ |
|
$ | $ | ( |
$ | ( |
$ | |||||||
| Cash received for shares not yet issued | - | - | |
||||||||||||||
| Net loss | - | - |
|
( |
( | ||||||||||||
| Foreign currency translation | - | - | |||||||||||||||
| Balances, January 31, 2023 | $ | $ | $ | $ | $ | ( |
$ | ( |
$ | ||||||||
| Common shares sold for cash | 13,377,927 | ( |
|||||||||||||||
| Net loss | - | - | ( |
( | |||||||||||||
| Foreign currency translation | - | - |
|
( |
( | ||||||||||||
| Balances, April 30, 2023 | $ |
|
$ | $ | $ | $ | ( |
$ | ( |
$ |
WB Burgers Asia, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
For the Period ended April 30, 2022
(Unaudited)
| Common Shares | Par Value Common Shares | Series A Preferred Shares | Par Value Series A Preferred Shares |
Stock Receivable |
Additional Paid-in Capital |
Accumulated Other Comprehensive Income |
Accumulated Deficit | Total | |||||||||
| Balances, July 31, 2021 | $ | $ |
$ |
( |
$ | $ | ( |
$ | ( |
$ | ( | ||||||
| Common shares sold | 3,615,888 |
- |
|
|
|||||||||||||
| Common shares issued for controlling interest of subsidiary | 500,000,000 |
- |
|
( |
|
||||||||||||
| Cash received by subsidiary for common shares sold | - | - | |||||||||||||||
| Expenses paid on behalf of the Company and contributed to capital | - |
- |
|
|
|||||||||||||
| Net loss | - |
- |
|
|
( |
( | |||||||||||
| Foreign currency translation | - | - | |||||||||||||||
| Balances, October 31, 2021 | $ | $ |
$ |
$ | $ | $ | ( |
$ | |||||||||
| Common shares sold | 1,315,789 | - | |||||||||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - | |||||||||||||||
| Forgiveness of related party loan | - | - | |||||||||||||||
| Net profit | - | - | ( |
( | |||||||||||||
| Foreign currency translation | - | - | ( |
( | |||||||||||||
| Balances, January 31, 2022 | $ | $ | $ | $ | $ | ( |
$ | ( |
$ | ||||||||
| Common shares sold by subsidiary | - | - | |||||||||||||||
| Expenses paid on behalf of the Company and contributed to capital | - | - | |||||||||||||||
| Net loss | - | - | ( |
( | |||||||||||||
| Foreign currency translation | - | - | ( |
( | |||||||||||||
| Balances, April 30, 2022 | $ |
|
$ | $ | $ | ( |
$ | ( |
$ | ||||||||
The accompanying notes are an integral part of these consolidated unaudited financial statements.
F-3
WB Burgers Asia, Inc.
Statement of Cash Flows
(Unaudited)
|
Nine Months April 30, 2023 |
Nine Months April 30, 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | ( |
$ | ( | ||
| Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Depreciation | ||||||
| Amortization | ||||||
| Capital contribution | ||||||
| Expenses paid on behalf of the Company and contributed to capital | ||||||
| Changes in current assets and liabilities: | ||||||
| Accounts receivable | ( |
( | ||||
| Inventories | ( |
( | ||||
| Other assets | ( | |||||
| Accounts payable | ||||||
| Prepaid expenses | ( |
( | ||||
| Accrued expenses and other payables | ( |
|||||
| Net cash used in operating activities | ( |
( | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of fixed assets | ( |
( | ||||
| Net cash used in investing activities | ( |
( | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Cash received from the sale of stock | ||||||
| Borrowings on debt | ||||||
| Principal payments on debt | ( | |||||
| Net cash provided by financing activities | ||||||
| Net effect of exchange rate changes on cash | $ | $ | ( | |||
| Net increase in cash and cash equivalents | $ | ( |
$ | |||
| Beginning cash and cash equivalents balance | ||||||
| Ending cash and cash equivalents balance | $ | $ | ||||
| Non-cash transactions | ||||||
| Forgiveness of loan from related party | $ | $ | ||||
| Shares issued for controlling interest of subsidiary | $ | $ | ||||
| Cash paid for: | ||||||
| Interest | $ | $ | ||||
| Income taxes | $ | $ |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
F-4
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., 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.
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. (“WBBJ”), 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 WBBJ 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 WBBJ 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. At the time these shares were issued and WBBJ became the wholly owned subsidiary of the Company, all rights and obligations previously held by WBBJ, particularly the franchise rights of approximately $2.7 million and the associated related party loan, became those of the Company. This was a common control transaction and we have shown this consolidation retrospectively in the restatement of the fiscal 2021 financial statements (see Notes 2 and 10).
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 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, 2023 and July 31, 2022 were $115,812 and $126,669, respectively.
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.
Foreign currency translation
The Company maintains its books and records in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
| April 30, | ||||||
| 2023 | 2022 | |||||
| Current JPY:US$1 exchange rate | 134.13 | 128.86 | ||||
| Average JPY:US$1 exchange rate | 137.04 | 115.07 | ||||
Comprehensive income or loss
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.
Inventory
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out (“FIFO”) method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
Fixed assets and depreciation
Property, plant and equipment are stated at cost less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the respective assets.
ROU lease assets and liabilities
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.
Franchise Rights and amortization
Franchise rights are stated at cost less amortization. Initial cost of the asset comprises the deposit and fees paid to the franchisor. Amortization is calculated using the straight-line method over the life of the recognized asset, which is the duration of the contract held between the Company and the franchisor.
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, 2023 and July 31, 2022 except for accruals of $0 and $520, respectively, for Japanese income taxes payable by our wholly owned subsidiary, WB Burgers Japan Co., Ltd.
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, 2023 and, thus, anti-dilution issues are not applicable.
F-5
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, 2023 and July 31, 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.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
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, 2023.
The Company’s stock-based compensation for the periods ended April 30, 2023 and April 30, 2022 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 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.
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 April 30, 2023, the Company has
incurred a net loss of approximately $
F-6
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, 2023 and July 31, 2022.
Note 6 - Fixed Assets
Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.
As of April 30, 2023 and July 31, 2022 fixed assets were made up of the following:
| Estimated | ||||||||||||
| Useful | ||||||||||||
| Life | April 30, | July 31, | ||||||||||
| (approx.. years) | 2023 | 2022 | ||||||||||
| Furniture fixtures and equipment | 5 | $ | 48,581 | $ | 48,408 | |||||||
| Furniture fixtures and equipment | 6 | 16,236 | 16,178 | |||||||||
| Furniture fixtures and equipment | 8 | 179,447 | 178,807 | |||||||||
| Software | 5 | 11,829 | - | |||||||||
| Leasehold improvement | Remaining Lease Term | 638,435 | 636,158 | |||||||||
| 879,551 | ||||||||||||
| Accumulated depreciation | (217,073 | ) | (73,669) | |||||||||
| Net book value | $ | 677,455 | $ | 805,882 | ||||||||
Total depreciation expense
for the periods ended April 30, 2023 and 2022, was $
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.
Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below.
We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the ROU assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability.
Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term.
| Balance Sheet Classification | April 30, 2023 | July 31, 2022 | |||
| Right-of-use assets | Lease asset long | $ | 216,288 | $ | 442,025 |
| Current lease liabilities | Short-term lease liability | 233,410 | 330,066 | ||
| Non-current lease liabilities | Lease liability long term | - | 148,822 | ||
| Maturities of lease liabilities as of April 30, 2023 are as follows: | |||||
| 2023 | 233,410 | ||||
| 2024 | - | ||||
| 2025 and beyond | - | ||||
| Total | 233,410 | ||||
| Add(Less): Imputed interest | - | ||||
| Present value of lease liabilities | 233,410 | ||||
Note 8 - Deposits
During
the period ended July 31, 2022, the Company paid two security deposits for leased office and restaurant space totaling approximately
$
Note 9 - Franchise Rights
On
June 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd (WBBJ), entered into a Master Franchise Agreement with Wayback Burgers.
Compensation of approximately $
Note 10 - Accrued Expenses and Other Payables
Accrued
expenses and other payables totaled $
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 Series A preferred shares issued and outstanding as of April 30, 2023 and July 31, 2022. Our Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of Preferred Stock with designations, rights and preferences to be determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized Preferred Stock, there can be no assurance that we will not do so in the future.
Of the 200,000,000 shares of preferred stock, 1,000,000 shares are designated as Series A Preferred Stock, $0.0001 par value each. Series A Preferred stock pay no dividends, have no right to convert into common stock or any other class of securities of the Corporation, and each share of 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.
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 1,070,718,679 and 1,014,022,586 shares of common stock issued and outstanding as of April 30, 2023 and July 31, 2022, respectively.
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 $79,623. 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.
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.
On February 6, 2023, we sold 10,033,445 shares of restricted Common Stock to Kazuya Iwasaki, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Kazuya Iwasaki was approximately $230,769. Kazuya Iwasaki is not a related party to the Company.
On February 6, 2023, we sold 3,344,482 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.023 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.
Additional Paid-In Capital
During the period ended July 31, 2022, White Knight forgave a loan to the Company of approximately $2,317,272, which is recorded as additional paid-in capital.
The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $55,030 during the period ended July 31, 2022. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.
During the year ended July 31, 2022, the Company recognized donated capital from its wholly owned subsidiary, Store Foods, as additional paid-in capital in the amount of $8,673.
Shares payable
On or about December 30, 2022, the Company received funds totaling approximately $307,692 from two perspective shareholders to be used to finalize the sale of common shares, which took place February 6, 2023. No shares were issued until February 6, 2023 (see common stock).
On or about July 29, 2022, the Company received funds totaling approximately $130,392 from two perspective shareholders to be used to finalize the sale of common shares, which took place August 8, 2022. No shares were issued until August 8, 2022. The $130,392 was reclassed as cash received by subsidiary for the sale of common shares during period ended October 31, 2022.
Note 12 - Related-Party Transactions
Loan receivable
During the period ended April 30, 2023, a loan of approximately $ from WBBJ to related party White Knight was forgiven and fully expensed as a general and administrative expense.
Additional Paid-In Capital
During the period ended July 31, 2022, White Knight forgave a loan to the Company of approximately which is recorded as additional paid-in capital.
The Company’s sole officer
and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $
Note 13 - Subsequent Events
On August 9, 2023, the Company sold 434,783 shares of restricted Common
Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by
Takahiro Fujiwara was approximately $
The Company intends to use the proceeds from the aforementioned sale of shares for working capital.
On August 17, 2023, 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.
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.
F-7
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
WB Burgers Asia, Inc., operates through its two wholly owned subsidiaries, WB Burgers Japan Co., Ltd and Store Foods, Ltd., which share the same business plan. 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 WBBJ 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. It should be noted that the above operations are primarily conducted, at this time, through WB Burgers Japan Co., Ltd.
Liquidity and Capital Resources
Our cash balance is $115,812 as of April 30, 2023 and $126,669 as of July 31, 2022. We have been utilizing available cash balances and funds from our Chief Executive Officer, Koichi Ishizuka, and may continue to do so in the future.
Mr. Ishizuka has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we may require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing, although the Company may seek to sell shares of its common stock in the future to fund its operations.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or scale back operations entirely.
Our total assets as of April 30, 2023 were $3,332,995 and $3,760,615 as of July 31, 2022. For both of these periods, our total assets were primarily comprised of franchise rights and equipment.
Liabilities
Our total liabilities were $351,261 as of April 30, 2023, and $485,267 as of July 31, 2022. For both periods, our total liabilities were primarily comprised of lease liabilities.
Revenues
The company generated $168,090 in revenue for the three months ended April 30, 2023 and our cost of revenue was $289,413, while our gross loss was $121,323. We believe that our gross loss was attributable to a small number of customers visiting our Wayback Burgers restaurant locations during this quarter, as we had not, as of April 30, 2023, conducted sufficient marketing efforts to attract enough customers to become profitable.
The company generated $435,313 in revenue for the nine months ended April 30, 2023 and our cost of revenue was $874,204, while our gross loss was $438,891. We believe that our gross loss was attributable to a small number of customers visiting our Wayback Burgers restaurant locations during this period, as we had not, as of April 30, 2023, conducted sufficient marketing efforts to attract enough customers to become profitable.
The revenue generated is from our Wayback Burgers restaurant locations. We offer an array of quick bites, including, but not limited to, traditional hamburgers, fries, shakes, and other alternatives.
Operating Expenses
Our total operating expenses were $185,604 for the three months ended April 30, 2023, and $241,009 for the three months ended April 30, 2022. For both periods, our total operating expenses were solely comprised of general and administrative expenses.
Our total operating expenses were $1,605,242 for the nine months ended April 30, 2023, and $594,837 for the nine months ended April 30, 2022. For both periods, our total operating expenses were solely comprised of general and administrative expenses. The variance between periods is attributable to the fact that our restaurant locations had only recently commenced operations during the nine months ended April 30, 2022.
Net Income/Loss
We recorded a net loss of $310,002 and $553,945 for the three months ended April 30, 2023 and April 30, 2022, respectively.
We recorded a net loss of $1,893,220 and $849,683 for the nine months ended April 30, 2023 and April 30, 2022, respectively.
We believe we will need additional revenue to cover our expenses going forward. We attribute our net loss to initial start up costs, which resulted in a significant variance between the two periods.
Cash flows
For the nine months ended April 30, 2023, we had negative cash flows from operating activities in the amount of $1,591,429. For the nine months ended April 30, 2022, we had negative cash flows from operating activities in the amount of $1,034,283. The variance between periods is the result of a significantly larger net loss during the nine months ended April 30, 2023.
For the nine months ended April 30, 2023, we had negative cash flows from investing activities in the amount of $12,241. For the nine months ended April 30, 2022, we had negative cash flows from investing activities in the amount of $1,129,351. The variance between periods is the result of a significantly larger fixed asset purchases during the nine months ended April 30, 2022.
For the nine months ended April 30, 2023 we had positive cash flows from financing activities in the amount of $1,563,481 and for the nine months ended April 30, 2022 we had positive cash flows from financing activities in the amount of $2,558,267. The variance between periods is the result of greater cash received from the sale of stock for the nine months ended April 30, 2022.
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.
Change in Registered Public Accounting Firm
On May 20, 2022, WB Burgers Asia Inc. (the “Company”) dismissed its 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, the Company engaged M&K CPAS, PLLC (“M&K”) as its new independent registered public accountant for the fiscal year ending July 31, 2022 and for the financial periods going forward. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
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| ITEM 4 | CONTROLS AND PROCEDURES |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of April 30, 2023, we carried out an evaluation, under the supervision of our chief executive officer, Koichi Ishizuka, who also serves as our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. Our officer, Koichi Ishizuka, concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above evaluation.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that have occurred for the fiscal quarter ended April 30, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
-4-
PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A | RISK FACTORS |
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
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 are to be used by the Company 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 are to be used by the Company for working capital.
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.
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.
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.
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.
On February 6, 2023, we sold 10,033,445 shares of restricted Common Stock to Kazuya Iwasaki, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Kazuya Iwasaki was approximately $230,769. Kazuya Iwasaki is not a related party to the Company.
On February 6, 2023, we sold 3,344,482 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.023 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 9, 2023, the Company sold 434,783 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $10,000. Takahiro Fujiwara is not a related party to the Company.
The proceeds from these sales went to the Company to be used as 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.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None.
| ITEM 6 | EXHIBITS |
(b) Exhibits required by Item 601 of Regulation S-K.
_________________
| (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 8-K, as filed with the SEC on August 21, 2023, and incorporated herein by this reference. |
| (5) | 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. |
| (6) | Filed herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
WB Burgers Asia, Inc.
(Registrant)
By: /s/ Koichi Ishizuka
Name: Koichi Ishizuka
Chief Executive Officer and Chief Financial Officer
Dated: August 31, 2023
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