Cover
Cover | 3 Months Ended |
Oct. 31, 2021 | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Period End Date | Oct. 31, 2021 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --07-31 |
Entity File Number | 000-56233 |
Entity Registrant Name | WB Burgers Asia, Inc. |
Entity Central Index Key | 0001787412 |
Entity Tax Identification Number | 00-0000000 |
Entity Incorporation, State or Country Code | NV |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
false | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 4,183,676 | $ 1,848,213 |
Total Current Assets | 4,183,676 | 1,848,213 |
Franchise rights | 2,700,000 | 2,700,000 |
TOTAL ASSETS | 6,883,676 | 4,548,213 |
Current Liabilities | ||
Accounts payable | 1,030 | 1,005 |
Accrued expenses and other payables | 1,745,644 | 9,250 |
Total Current Liabilities | 1,746,674 | 10,255 |
Loan to Company – related party, net accumulated interest | 2,605,688 | 2,688,989 |
TOTAL LIABILITIES | 4,352,362 | 2,699,244 |
Preferred stock ($.0001 par value, 200,000,000 shares authorized; 1,000,000 issued and outstanding as of October 31, 2021 and July 31, 2021) | 100 | 100 |
Common stock ($.0001 par value, 1,500,000,000 shares authorized, 1,012,706,797 and 509,090,909 shares issued and outstanding as of October 31, 2021 and July 31, 2021, respectively) | 101,271 | 50,909 |
Non-controlling interest | 91,979 | 91,979 |
Additional paid-in capital | 2,588,386 | 1,886,170 |
Accumulated deficit | (370,358) | (198,404) |
Accumulated other comprehensive income | 119,937 | 18,215 |
Total Stockholders’ Equity (Deficit) | 2,531,315 | 1,848,969 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ 6,883,676 | $ 4,548,213 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) | Oct. 31, 2021$ / sharesshares |
Statement of Financial Position [Abstract] | |
preferred stock par value | $ / shares | $ 0.0001 |
preferred stock authorized | 200,000,000 |
preferred stock issued | 1,000,000 |
common stock par value | $ / shares | $ 0.0001 |
common stock authorized | 1,500,000,000 |
common stock issued | 1,012,706,797 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 165,639 | $ 750 |
Total operating expenses | 165,639 | 750 |
Net operating loss | (165,639) | (750) |
Other Income/(Loss) | ||
Interest expense | 6,703 | |
Total other income | 6,703 | |
Net loss | (172,342) | (750) |
Currency translation adjustment | (387) | |
Comprehensive Income/loss | $ (171,955) | $ (750) |
Basic and Diluted net loss per common share | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and Diluted | 509,090,909 | 1,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total |
Common Stock, Shares, Issued | 1,000,000 | |||||
Balances, October 31, 2021 | $ 1,000 | $ 1,074 | $ (2,074) | |||
Balances, July 31, 2021 at Jul. 31, 2020 | 1,000 | 1,074 | (2,074) | |||
Expenses paid on behalf of the Company and contributed to capital | ||||||
Comprehensive Income/loss | (750) | (750) | ||||
Foreign currency translation | ||||||
Common Stock, Shares, Issued | 1,000,000 | |||||
Balances, October 31, 2021 | 1,000 | 1,074 | (2,824) | $ (750) | ||
Common Stock, Shares, Issued | 509,090,909 | |||||
Preferred Stock Series A Issued and Outstanding (Balance) | 1,000,000 | |||||
Balances, October 31, 2021 | 50,909 | 100 | 1,886,170 | 18,215 | (198,404) | $ 1,848,969 |
Balances, July 31, 2021 at Jul. 31, 2021 | 50,909 | 100 | 1,886,170 | 18,215 | (198,404) | 1,848,969 |
Common shares sold | 362 | 722,816 | 723,178 | |||
Common shares issued for controlling interest of subsidiary | 50,000 | (50,000) | ||||
Expenses paid on behalf of the Company and contributed to capital | 29,400 | 29,400 | ||||
Comprehensive Income/loss | (171,955) | (171,955) | ||||
Foreign currency translation | 101,722 | $ 101,722 | ||||
Common Stock, Shares, Issued | 1,012,706,797 | |||||
Preferred Stock Series A Issued and Outstanding (Balance) | 1,000,000 | |||||
Balances, October 31, 2021 | $ 101,271 | $ 100 | $ 2,588,386 | $ 119,937 | $ (370,359) | $ 2,531,315 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) Continued (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total |
Common Shares Issued and Outstanding (Balance) | 1,000,000 | |||||
Balances, October 31, 2020 | $ 1,000 | $ 1,074 | $ (2,074) | |||
Balances, July 31, 2021 at Jul. 31, 2020 | 1,000 | 1,074 | (2,074) | |||
Comprehensive Income/ loss | (750) | $ (750) | ||||
Common Shares Issued and Outstanding (Balance) | 1,000,000 | |||||
Balances, October 31, 2020 | 1,000 | 1,074 | (2,824) | $ (750) | ||
Common Shares Issued and Outstanding (Balance) | 509,090,909 | |||||
Balances, October 31, 2020 | 50,909 | 100 | 1,886,170 | 18,215 | (198,404) | $ 1,848,969 |
Balances, July 31, 2021 at Jul. 31, 2021 | 50,909 | 100 | 1,886,170 | 18,215 | (198,404) | 1,848,969 |
Comprehensive Income/ loss | (171,955) | $ (171,955) | ||||
Common Shares Issued and Outstanding (Balance) | 1,012,706,797 | |||||
Balances, October 31, 2020 | $ 101,271 | $ 100 | $ 2,588,386 | $ 119,937 | $ (370,359) | $ 2,531,315 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Comprehensive Income/loss | $ (171,955) | $ (750) |
Changes in current assets and liabilities: | ||
Accounts payable | 25 | |
Accrued expenses and other payables | 1,736,394 | 750 |
Net cash provided by operating activities | 1,564,464 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash received from the sale of stock | 723,178 | |
Foreign currency translation | 101,722 | |
Loan from related party | (83,301) | |
Expenses contributed to capital | 29,400 | |
Net cash provided by financing activities | 770,999 | |
Net increase (decrease) in cash and cash equivalents | 2,335,463 | |
Beginning cash and cash equivalents balance | 1,848,213 | |
Ending cash and cash equivalents balance | 4,183,676 | |
Interest | ||
Income taxes |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 3 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1 - Organization and Description of Business | 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 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 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
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | 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 Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share 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 - 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 Table of Contents Related Parties The Company follows ASC 850, Related Party Disclosures, Share-Based Compensation ASC 718, “ Compensation – Stock Compensation 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.” 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 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
Note 3 - Going Concern | 3 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 3 - Going Concern | 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
Note 4 - Income Taxes | 3 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Note 4 - Income Taxes | 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 77,775 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. 77,775 F-6 Table of Contents |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 5 - Commitments and Contingencies | Note 5 - Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies, |
Note 6 - Accrued Expenses
Note 6 - Accrued Expenses | 3 Months Ended |
Oct. 31, 2021 | |
Payables and Accruals [Abstract] | |
Note 6 - Accrued Expenses | Note 6 - Accrued Expenses Accrued expenses totaled $ 5,245 9,250 |
Note 7 - Shareholder Equity
Note 7 - Shareholder Equity | 3 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
Note 7 - Shareholder Equity | 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 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 Transact
Note 8 - Related-Party Transactions | 3 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
Note 8 - Related-Party Transactions | 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 The Company’s sole officer and dire 6,400 The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 3 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
Note 9 - Subsequent Events | Note 9 - Subsequent Events On November 6, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 14,347,826 shares of restricted common stock to the following parties in the respective quantities: Name of Purchaser Common Shares Purchased Price Paid Per Share ($) 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 2 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. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 | 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 | Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share 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 | 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 - 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 Table of Contents |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, |
Share-Based Compensation | Share-Based Compensation ASC 718, “ Compensation – Stock Compensation 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.” 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 $0 for both periods. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 We do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Narrative) | Oct. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
net loss | $ 370,359 |
deferred tax asset | 77,775 |
net operating loss carryforward | $ 77,775 |
Note 6 - Accrued Expenses (Deta
Note 6 - Accrued Expenses (Details Narrative) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 |
Payables and Accruals [Abstract] | ||
accrued expenses | $ 5,245 | $ 9,250 |
Note 8 - Related-Party Transa_2
Note 8 - Related-Party Transactions (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended |
Jul. 31, 2021 | Oct. 31, 2021 | |
Related Party Transactions [Abstract] | ||
expenses paid by officer | $ 6,400 | $ 29,400 |