WB Burgers Asia (WBBA) 10-K/A 21 Jun 23 2022 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jul. 31, 2022	Jun. 02, 2023	Jan. 31, 2022
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	We are filing this Amendment No. 1 to our Form 10-K, originally filed on June 2, 2023, to revise a clerical error in the audit report previously provided by our PCAOB. In the previous audit report, the incorrect periods were mentioned. The audit report included herein has been revised accordingly. No other revisions have been made to our previous 10-K filed on June 2, 2023, and this copy should be read as of the date the original Form 10-K was filed, June 2, 2023.
Document Annual Report	true
Document Period End Date	Jul. 31, 2022
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 70,026,146
Common shares issued and outstanding		1,070,718,679
Preferred stock issued and outstanding		1,000,000
Auditor Firm ID	2738
Auditor Name	M&K CPAS, PLLC
Auditor Location	Houston, Texas

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Current Assets
Cash and cash equivalents	$ 126,669	$ 30,021
Accounts receivable	11,337
Advance payments	14,734
Inventories	4,568
Prepaid expenses	36,792
Total Current Assets	194,100	30,021
Equipment and leasehold improvement, net depreciation	805,882
Right of use asset	442,025
Deposits	265,115
Franchise rights	2,053,493	2,658,671
TOTAL ASSETS	3,760,615	2,688,692
Current Liabilities
Accounts payable	819	1,005
Income tax payable	520
Lease liability, short term	330,066
Accrued expenses and other payables	5,040	9,250
Total Current Liabilities	336,445	10,255
Lease liability, long term	148,822
Loan to Company – related party, net accumulated interest		2,688,989
TOTAL LIABILITIES	485,267	2,699,244
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 1,000,000 issued and outstanding as of July 31, 2022 and July 31, 2021)	100	100
Common stock ($0.0001 par value, 1,500,000,000 shares authorized, 1,014,022,586 and 509,090,909 shares issued and outstanding as of July 31, 2022 and July 31, 2021, respectively)	101,402	50,909
Subscription payable	130,392
Stock receivable		(1,818,192)
Additional paid-in capital	5,272,374	1,955,557
Accumulated deficit	(1,765,735)	(198,153)
Accumulated other comprehensive income	(463,184)	(773)
Total Stockholders’ Equity	3,275,348	(10,552)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$ 3,760,615	$ 2,688,692

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - $ / shares	Jul. 31, 2022	Jul. 31, 2021
Statement of Financial Position [Abstract]
preferred par value	$ 0.0001
preferred authorized	200,000,000
preferred issued	1,000,000
common par value	$ 0.0001
common stock authorized	1,500,000,000
common issued	1,014,022,586	509,090,909

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Income Statement [Abstract]
Revenues	$ 180,821
Cost of revenue	716,083
Gross profit (loss)	(535,262)
Operating expenses
Share based expense		53,008
General and administrative expenses	733,744	49,598
Total operating expenses	733,744	102,606
Net operating loss	(1,269,006)	(102,606)
Other Income (Loss)
Gain (loss) on foreign currency exchange	60,796	(66,298)
Interest expense	(24,471)	(27,175)
Other income (expense)	(334,317)
Total other income (expense)	(297,992)	(93,473)
Income (loss) before income taxes provision	(1,566,998)	(196,079)
Provision for income taxes	(585)
Net loss	(1,567,583)	(196,079)
Currency translation adjustment	(462,411)	(773)
Comprehensive Loss	$ (2,029,294)	$ (196,852)
Basic and Diluted net loss per common share	$ 0	$ 0
Weighted average number of common shares outstanding - Basic and Diluted	951,239,800	500,747,198

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Common Stock [Member]
Statement [Line Items]
Balances, July 31, 2021 (Restated)	$ 50,909	$ 50,000
Preferred shares exchanged in merger and reorganization
Common shares sold by subsidiary
Common shares sold	493	909
Expenses paid on behalf of the company and contributed to capital
Imputed interest
Net loss
Foreign currency translation
Common shares issued for controlling interest of subsidiary	50,000
Cash received for shares to be issued
Cash received by subsidiary for common shares sold
Expenses paid on behalf of the Company and contributed to capital
Forgiveness of related party debt, net repayment
Balance, value	101,402	50,909
Preferred Stock [Member]
Statement [Line Items]
Balances, July 31, 2021 (Restated)	100
Preferred shares exchanged in merger and reorganization		100
Common shares sold by subsidiary
Common shares sold
Expenses paid on behalf of the company and contributed to capital
Imputed interest
Net loss
Foreign currency translation
Common shares issued for controlling interest of subsidiary
Cash received for shares to be issued
Cash received by subsidiary for common shares sold
Expenses paid on behalf of the Company and contributed to capital
Forgiveness of related party debt, net repayment
Balance, value	100	100
Notes Payable, Other Payables [Member]
Statement [Line Items]
Balances, July 31, 2021 (Restated)
Preferred shares exchanged in merger and reorganization
Common shares sold by subsidiary
Common shares sold
Expenses paid on behalf of the company and contributed to capital
Imputed interest
Net loss
Foreign currency translation
Common shares issued for controlling interest of subsidiary
Cash received for shares to be issued	130,392
Cash received by subsidiary for common shares sold
Expenses paid on behalf of the Company and contributed to capital
Forgiveness of related party debt, net repayment
Balance, value	130,392
Receivables from Stockholder [Member]
Statement [Line Items]
Balances, July 31, 2021 (Restated)	(1,818,192)
Preferred shares exchanged in merger and reorganization
Common shares sold by subsidiary
Common shares sold		(1,818,192)
Net loss
Foreign currency translation
Common shares issued for controlling interest of subsidiary
Cash received for shares to be issued
Cash received by subsidiary for common shares sold	1,818,192
Expenses paid on behalf of the Company and contributed to capital
Balance, value		(1,818,192)
Additional Paid-in Capital [Member]
Statement [Line Items]
Balances, July 31, 2021 (Restated)	1,955,557	(47,926)
Preferred shares exchanged in merger and reorganization		52,908
Common shares sold by subsidiary	8,673	91,980
Common shares sold	985,842	1,817,283
Expenses paid on behalf of the company and contributed to capital		16,913
Imputed interest		24,399
Net loss
Foreign currency translation
Common shares issued for controlling interest of subsidiary	(50,000)
Cash received for shares to be issued
Cash received by subsidiary for common shares sold
Expenses paid on behalf of the Company and contributed to capital	55,030
Forgiveness of related party debt, net repayment	2,317,272
Balance, value	5,272,374	1,955,557
other comprehensive income
Statement [Line Items]
Balances, July 31, 2021 (Restated)	(773)
Preferred shares exchanged in merger and reorganization
Common shares sold by subsidiary
Common shares sold
Expenses paid on behalf of the company and contributed to capital
Imputed interest
Net loss
Foreign currency translation	(462,411)	(773)
Common shares issued for controlling interest of subsidiary
Cash received for shares to be issued
Cash received by subsidiary for common shares sold
Expenses paid on behalf of the Company and contributed to capital
Forgiveness of related party debt, net repayment
Balance, value	(463,184)	(773)
Retained Earnings [Member]
Statement [Line Items]
Balances, July 31, 2021 (Restated)	(198,153)	(2,074)
Preferred shares exchanged in merger and reorganization
Common shares sold by subsidiary
Common shares sold
Expenses paid on behalf of the company and contributed to capital
Imputed interest
Net loss	(1,567,583)	(196,079)
Foreign currency translation
Common shares issued for controlling interest of subsidiary
Cash received for shares to be issued
Cash received by subsidiary for common shares sold
Expenses paid on behalf of the Company and contributed to capital
Forgiveness of related party debt, net repayment
Balance, value	(1,765,735)	(198,153)
Balances, July 31, 2021 (Restated)	(10,552)
Preferred shares exchanged in merger and reorganization		53,008
Common shares sold by subsidiary	8,673	91,980
Common shares sold	986,335
Expenses paid on behalf of the company and contributed to capital		16,913
Imputed interest		24,399
Net loss	(1,567,583)	(196,079)
Foreign currency translation	(462,411)	(773)
Common shares issued for controlling interest of subsidiary
Cash received for shares to be issued	130,392
Cash received by subsidiary for common shares sold	1,818,192
Expenses paid on behalf of the Company and contributed to capital	55,030
Forgiveness of related party debt, net repayment	2,317,272
Balance, value	$ 3,275,348	$ (10,552)

Statement of Cash Flows

Statement of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,567,583)	$ (196,079)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	73,669
Amortization	122,659	22,341
Imputed interest		24,399
Expenses paid on behalf of the Company and contributed to capital	55,030	16,913
Capital contribution	8,673	91,980
Preferred shares exchanged in merger and reorganization		53,008
Changes in current assets and liabilities:
Accounts receivable	(12,758)
Inventories	(5,141)
Other assets	(142,050)
Accounts payable	7,362	1,001
Prepaid expenses	(57,983)
Income tax payable
Accrued expenses and other payables	(124,055)	9,250
Net cash used in operating activities	(1,642,177)	22,813
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of franchise rights		(2,275,204)
Purchase fixed assets	(980,539)
Net cash used in investing activities	(980,539)	(2,275,204)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from the sale of stock	2,934,919
Borrowings on debt from related party	2,663,833	2,283,065
Principal payments on debt – related party	(2,910,093)
Net cash provided by financing activities	2,688,659	2,286,065
Net effect of exchange rate changes on cash	30,704	(653)
Net increase in cash and cash equivalents	96,648	30,021
Beginning cash and cash equivalents balance	30,021
Ending cash and cash equivalents balance	126,669	30,021
Shares issued for controlling interest of subsidiary	50,000
Purchase of franchise right by related party		395,673
Established operating lease asset and liability	653,704
Stock receivable for shares issued for cash		1,818,192
Forgiveness of loan from related party	2,371,272
Cash paid for:
Interest	24,477
Income taxes

Note 1 - Organization and Descr

Note 1 - Organization and Description of Business	12 Months Ended
	Jul. 31, 2022
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. 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 right of first refusal On February 9, 2022, we incorporated Store Foods Co., Ltd. (“Store Foods”), a Japan Company. Store Foods is now a wholly owned subsidiary of the Company and currently Koichi Ishizuka is the sole Officer and Director. As of July 31, 2022, operations for Store Foods had not yet commenced. As a result, we now have two wholly owned subsidiaries, WB Burgers Japan Co., Ltd, and Store Foods Co., Ltd., both of which are Japan Companies. While our plans for Store Foods are not definitive and may change, the intended business purpose of the Company is as follows: 1. Food sales; 2. Food wholesale and retail; 3. Chain organizations consisting of food retailers as members; 4. Restaurants; 5. Manufacturing and sales of boxed lunches for catering; 6. Alcohol sales; 7. Health supplement and health drink sales; 8. Manufacturing and sales of functional foods; 9. Lease of goods related to restaurant management; 10. System development; 11. Delivery; 12. Application development and sales; 13. Advertising; 14. Management consulting; 15. All businesses incidental to any of the above. The Company’s main office is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan. The Company has elected July 31st as its year end. - F7 - Table of Contents

Note 2 - Restatement of Previou

Note 2 - Restatement of Previously Issued Consolidated Financial Statements	12 Months Ended
	Jul. 31, 2022
Note 2 - Restatement Of Previously Issued Consolidated Financial Statements
Note 2 - Restatement of Previously Issued Consolidated Financial Statements	Note 2 - Restatement of Previously Issued Consolidated Financial Statements We have restated herein our audited consolidated financial statements at July 31, 2021 for the fiscal year ended July 31, 2021. We have also restated impacted amounts within the accompanying footnotes to the consolidated financial statements. Restatement Background In August of 2022 , Description of misstatements (1) Recognition of cash received for the sale of shares and recording of the related issuance of shares We recorded adjustments for cash received for the sale of common shares that was incorrectly recognized. On July 1, 2021, cash for the purchase of 9,090,909 shares of common stock was received by related party, White Knight Co., Ltd. and was not held by the Company, via its subsidiary, until September 2021. Additionally, these shares were not issued to the purchaser on July 1, 2021 as previously reported but were issued after the fiscal year end, in October 2021. (2) Recognition of financial activity of wholly owned subsidiary We recorded adjustments made to the financial statements due to the consolidation of financial information with our wholly owned subsidiary. (3) Adjustment to the fair market value of shares issued as compensation We recorded an adjustment to the value of 1,000,000 shares of Series A preferred shares issued as compensation due to the adoption of a third party evaluation of those shares, which differed from our previous valuation. (4) Retroactive restatements of shares cancelled and returned and shares exchanged in merger and reorganization We recorded adjustments to the statement of owners’ equity to account for the revision, by the Company’s transfer agent, of the dates of shares cancelled and returned, and also shares exchanged pursuant to a reorganization. These retroactive date changes were due to the recapitalization of the Company pursuant to its reorganization, legally effective March 31, 2021 and when control of the Company passed from our previous controlling shareholder to our current controlling shareholder, who is our CEO and sole director, Koichi Ishizuka. (5) Reclassification of additional paid-in capital We reclassed the amount of expenses paid on behalf of the Company on the Statement of Cash Flows to properly report those payments as cash provided by operating activities rather than cash provided by financing activities. Description of Restatement Tables The following tables represent our restated consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders’ equity, and consolidated statements of cash flow for the year ended July 31, 2021 . reconciliation from our prior period as previously reported to the restated values . The values as previously reported for fiscal year 2021 were derived from our 2021 Annual Report, filed on November 3, 2021 . WB BURGERS ASIA, INC. CONSOLIDATED BALANCE SHEET July 31, 2021 ASSETS: As Previously Reported Restatement Impacts Restatement Reference As Restated CURRENT ASSETS: Cash and cash equivalents $ 1,818,192 $ (1,788,171) (1)(2) $ 30,021 Total current assets 1,818,192 (1,788,171) 30,021 Franchise rights - 2,658,671 (2) 2,658,671 TOTAL ASSETS $ 1,818,192 $ 870,500 $ 2,688,692 LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts payable $ - $ 1,005 (2) $ 1,005 Accrued expenses 9,250 - 9,250 Total current liabilities 9,250 1,005 10,255 Loan to Company - related party, net accumulated interest - 2,688,989 (2) 2,688,989 TOTAL LIABILITIES 9,250 2,689,994 2,699,244 STOCKHOLDERS’ EQUITY: Preferred stock, $0.0001 par value, 200,000,000 shares authorized, 1,000,000 issued and outstanding, as of July 31, 2021 100 - 100 Common stock, $.0001 par value, 1,500,000,000 shares authorized; 509,090,909 issued and outstanding as of July 31, 2021 50,909 - 50,909 Stock receivable - (1,818,192) (1) (1,818,192 ) Additional paid-in capital 1,886,170 69,387 (2)(3) 1,955,557 Accumulated deficit (128,237) (69,916) (198,153) Accumulated comprehensive income - (773) (2) (773) TOTAL STOCKHOLDERS’ EQUITY 1,818,192 (1,828,744) (10,552) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,818,192 $ 870,500 $ 2,688,692 (1) Sale of common shares recognition – The correction of these misstatements resulted in a decrease to cash and cash equivalents of $1,818,192 and a corresponding decrease of $1,818,192 to stock receivable in stockholders’ equity. (2) Subsidiary adjustments – The inclusion of the fiscal 2021 financial activity of our wholly owned subsidiary resulted in an increase to total assets of $2,688,692, an increase of $2,689,994 to total liabilities, a decrease of $773 to accumulated comprehensive income and an increase to additional paid-in capital of $116,379. (3) Shares valuation adjustment – The correction of these misstatements resulted in a decrease of $46,992 to additional paid-in capital. See description of the accumulated deficit impacts in the Consolidated Statement of Operations for the year ended July 31, 2021 included below. WB BURGERS ASIA, INC. CONSOLIDATED STATEMENT OF OPERATIONS July 31, 2021 As Previously Reported Restatement Impacts Restatement Reference As Restated OPERATING EXPENSES: General and administrative 26,163 23,435 (2) 49,598 Share based expense 100,000 (46,992) (3) 53,008 Total operating expenses 126,163 (23,557) 102,606 OPERATING LOSS (126,163) 23,557 $ (102,606) OTHER INCOME (EXPENSE): Gain (loss) on foreign currency exchange - (66,298) (2) (66,298) Interest expense - (27,175) (2) (27,175 Total other income (expense) - (93,473) (93,473 NET LOSS (126,163) (69,916) (196,079) OTHER COMPREHENSIVE INCOME Currency translation adjustment - (773) (2) (773) COMPREHENSIVE LOSS (126,163) (70,689) (196,852) Basic and diluted net loss per common share $ (0.00) $ - $ (0.00) Weighted average number of common shares outstanding – Basic and diluted 500,772,105 (24,907) (1) 500,747,198 (1) Sale of common shares recognition – The correction of these misstatements resulted in a decrease to weighted average number of common shares outstanding of 24,907. (2) Subsidiary adjustments - The inclusion of the fiscal 2021 financial activity of our wholly owned subsidiary resulted in an increase to operating loss of $23,435, an increase to net loss of $116,908 and an increase to total comprehensive loss of $117,681. (3) Shares valuation adjustment – The correction of these misstatements resulted in a decrease to operating loss of $46,992. WB BURGERS ASIA, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Restatement Series A Preferred Common Stock Stock Receivable Additional Paid-in Accumulated Other Comprehensive Accumulated Reference Shares Amount Shares Amount Capital Income Deficit Total YEAR ENDED JULY 31, 2021 (As Previously Reported) JULY 31, 2020 - $ - 1,000,000 $ 1,000 $ - $ 1,074 $ - $ (2,074 ) $ - Common shares returned to the Company - - (1,000,000) (1,000) - 1,000 - - - Common shares exchanged in reorganization - - 500,000,000 50,000 - (50,000 ) - - - Series A preferred shares exchanged in reorganization 1,000,000 100 - - 99,900 - - 100,000 Common shares sold - - 9,090,909 909 - 1,817,283 - - 1,818,192 Expenses paid on behalf of the Company and contributed to capital - - - - - 16,913 - - 16,913 Net loss - - - - - - (126,163) (126,163) JULY 31, 2021 1,000,000 $ 100 509,090,909 $ 50,909 - $ 1,886,170 $ - $ (128,237) $ 1,808,942 YEAR ENDED JULY 31, 2021 (Restatement Impact) JULY 31, 2020 (4) - $ - 500,000,000 $ 50,000 $ - $ (47,926) $ - $ (2,074) $ - Preferred shares exchanged in merger and reorganization (3) 1,000,000 100 - - - 52,908 - - 53,008 Common shares sold by subsidiary (2) - - - - - 91,980 - - 91,980 Common shares sold (1) - - 9,090,909 909 (1,818,192) 1,817,283 - - - Expenses paid on behalf of the company and contributed to capital - - - - - 16,913 - - 16,913 Imputed interest (2) - - - - - 24,399 - - 24,399 Net income - - - - - - - (196,079) (196,079) Foreign currency translation (2) - - - - - - (773) - (773) JULY 31, 2021 1,000,000 $ 100 509,090,909 $ 50,909 $ (1,818,192) $ 1,955,557 $ (773) $ (198,153) $ (10,552) See descriptions of the net income and accumulated deficit impacts in the consolidated statement of operations for the year July 31, 2021 above. See Note 2 - Restatement of Previously Issued Consolidated Financial Statements, for a description of the misstatements in each category of restatements referenced by (1), (2), (3) and (4). WB BURGERS ASIA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Year ended July 31, 2021 As previously reported Restatement Impacts Restatement Reference As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (126,163) $ (69,916) (2) (3) $ (196,079) Adjustments to reconcile net income to net cash used in operating activities: Amortization - 22,341 (2) 22,341 Imputed interest - 24,399 (2) 24,399 Expenses paid on behalf of the Company and contributed to capital - 16,913 (5) 16,913 Capital contribution - 91,980 (2) 91,980 Preferred shares exchanged in merger and reorganization 100,000 (46,992) (3) 53,008 Changes in operating assets and liabilities: Accounts payable - 1,001 (2) 1,001 Accrued liabilities and other payables 9,250 - 9,250 Net cash provided by(used in) operating activities (16,913) 39,726 22,813 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for purchase of franchise rights - (2,275,204) (2) (2,275,204) Net cash used in investing activities - (2,275,204) (2,275,204) CASH FLOWS FROM FINANCING ACTIVITIES: Common shares sold 1,818,192 (1,818,192) (1) - Expenses contributed to capital 16,913 (16,913) (5) - Borrowings on debt from related party - 2,283,065 (2) 2,283,065 Net cash provided by financing activities 1,835,105 447,960 2,283,065 Net effect of exchange rate changes on cash - (653) (653) NET INCREASE IN CASH AND CASH EQUIVALENTS 1,818,192 (1,788,171) (1)(2) 30,021 CASH, BEGINNING OF PERIOD - - - CASH, END OF PERIOD $ 1,818,192 $ (1,788,171) $ 30,021 See description of the net income impacts in the Consolidated Statement of Operations for the year ended July 31, 2021 included above. See Note 2, Restatement of Previously Issued Consolidated Financial Statements, for a description of the misstatements in each category of restatements referenced by (1), (2), (3) and (5).

Note 3 - Summary of Significant

Note 3 - Summary of Significant Accounting Policies	12 Months Ended
	Jul. 31, 2022
Accounting Policies [Abstract]
Note 3 - Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at July 31, 2022 and July 31, 2021 were $ 126,669 30,021 Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers 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 July 31, 2022 2021 Current JPY:US$1 exchange rate 134.61 109.49 Average JPY:US$1 exchange rate 119.62 109.69 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 Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share - F8 - Table of Contents The Company does not have any potentially dilutive instruments as of July 31, 2022 and, thus, anti-dilution issues are not applicable. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2022 and 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. 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 July 31, 2022. The Company’s stock-based compensation for the periods ended July 31, 2022 and July 31, 2021 were $0 and $53,008, respectively. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 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 4 - Going Concern

Note 4 - Going Concern	12 Months Ended
	Jul. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Note 4 - Going Concern	Note 4 - 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 5 - Income Taxes

Note 5 - Income Taxes	12 Months Ended
	Jul. 31, 2022
Income Tax Disclosure [Abstract]
Note 5 - Income Taxes	Note 5 - 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. - F9 - Table of Contents The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of July 31, 2022, the Company has incurred a net loss of approximately $ 1,712,727 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $ 359,673 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. Significant components of the Company’s deferred tax assets are as follows: July 31, 2022 2021 Deferred tax asset, generated from net operating loss $ 359,673 $ 30,480 Valuation allowance (359,673) (30,480) $ — $ — The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0% 21.0 % Increase in valuation allowance (21.0%) (21.0 %) Effective income tax rate 0.0% 0.0 % Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Note 6 - Commitments and Contin

Note 6 - Commitments and Contingencies	12 Months Ended
	Jul. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Note 6 - Commitments and Contingencies	Note 6 - Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies,

Note 7 - Fixed Assets

Note 7 - Fixed Assets	12 Months Ended
	Jul. 31, 2022
Temporary Equity Disclosure [Abstract]
Note 7 - Fixed Assets	Note 7 - 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 July 31, 2022 and 2021 fixed assets were made up of the following: Estimated Useful Life July 31, July 31, (approx. years) 2022 2021 Furniture fixtures and equipment 5 $ 48,408 $ - Furniture fixtures and equipment 6 16,178 - Furniture fixtures and equipment 8 178,807 - Leasehold improvement Remaining Lease Term 636,158 - 879,551 - Accumulated depreciation (73,669 ) - Net book value $ 805,882 $ - Total depreciation expense for the years ended July 31, 2022 and 2021, was $ 73,669 0

Note 8 - Right of Use Asset

Note 8 - Right of Use Asset	12 Months Ended
	Jul. 31, 2022
Note 8 - Right Of Use Asset
Note 8 - Right of Use Asset	Note 8 - 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. The tables below present financial information associated with our leases . As noted above, we adopted Topic 842 using a transition method that does not require application to periods prior to adoption. The initial recognition of the ROU operating lease was $653,704 for both the ROU asset and ROU liability. As of July 31, 2022, the ROU lease liability was $442,025. Balance Sheet Classification July 31, 2022 July 31, 2021 Right-of-use assets Lease asset long $ 442,025 $ - Current lease liabilities Short-term lease liability 330,066 - Non-current lease liabilities Lease liability long term 　 148,822 　 - Maturities of lease liabilities as of January 31, 2023 are as follows: 2021 - 2022 135,928 2023 335,604 2024 and beyond 7,356 Total 478,888 Add(Less): Imputed interest - Present value of lease liabilities 478,888 - F10 - Table of Contents

Note 9 - Deposits

Note 9 - Deposits	12 Months Ended
	Jul. 31, 2022
Note 9 - Deposits	Note 9 - Deposits During the period ended July 31, 2022, the Company paid two security deposits for the leased office and restaurant space totaling approximately $ 265,115

Note 10 - Franchise Rights

Note 10 - Franchise Rights	12 Months Ended
	Jul. 31, 2022
Note 10 - Franchise Rights
Note 10 - Franchise Rights	Note 10 - 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 $2,275,204 was paid by WBBJ to Jake Franchise for these franchise rights. These funds were borrowed from related party White Knight. In addition, White Knight paid approximately $395,673 directly to Jake Franchise which was also considered a loan to the company. These payments were originally combined as a loan to the Company and $2,317,272 of this loan has since been forgiven and is posted as additional paid-in capital. The franchise rights are being amortized over a 20 year period. The amortization expense was approximately $ 122,659 24,399 for the years ended July 31, 2022 and 2021, respectively.

Note 11 - Accrued Expenses and

Note 11 - Accrued Expenses and Other Payables	12 Months Ended
	Jul. 31, 2022
Payables and Accruals [Abstract]
Note 11 - Accrued Expenses and Other Payables	Note 11 - Accrued Expenses and Other Payables Accrued expenses and other payables totaled $ 5,040 9,250

Note 12 - Other Income (Expense

Note 12 - Other Income (Expense)	12 Months Ended
	Jul. 31, 2022
Other Income (Loss)
Note 12 - Other Income (Expense)	Note 12 - Other Income (Expense) Other income (expense) totaled $( 334,317 235,507 ( 158,676 59,866

Note 13 - Shareholder Equity

Note 13 - Shareholder Equity	12 Months Ended
	Jul. 31, 2022
Equity [Abstract]
Note 13 - Shareholder Equity	Note 13 - 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 July 31, 2022 and July 31, 2021. 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. On February 9, 2021, the Company filed, with the Secretary of State of Nevada, (“NSOS”) Restated Articles of Incorporation which amended the par value and authorized preferred stock. The Company withdrew its designated Series Z Preferred Stock and designated a new class of preferred stock described as Series A Preferred Stock. No shares of Preferred Stock of any series were issued and outstanding prior to or after the recording of the Restated Articles of Incorporation with NSOS. After the amendment, total authorized shares were 700,000,000, 500,000,000 common shares and 200,000,000 preferred shares, both with a par value of $.0001. On March 4, 2021, the Company announced on Form 8-K plans to participate in a holding company reorganization (“the Reorganization” or “Merger”) with InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”), collectively (the “Constituent Corporations”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company. As disclosed in our 8-K filed on March 26, 2021, the above-mentioned Reorganization was legally effective as of March 31, 2021. Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The controlling shareholder of the Predecessor, Flint Consulting Services, LLC, (“Flint”) a Wyoming limited liability company became the same control shareholder of the Successor. Jeffrey DeNunzio, as sole member of Flint is deemed to be the indirect and beneficial holder of 1,000,000 shares of Series A Preferred Stock of the Company representing approximately .17% voting control of the Company. Paul Moody, our former sole officer/director is the same officer/director of the Predecessor. The Series A Preferred shares were valued by a third party, retroactively (see Note 2) at approximately $.053 per share when issued . On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”), FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder. The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka. Common Stock The authorized common stock of the Company consists of 1,500,000,000 shares with a par value of $0.0001. There were 1,014,022,586 and 509,090,909 shares of common stock issued and outstanding as of July 31, 2022 and July 31, 2021, respectively. On February 9, 2021, the Company filed, with the Secretary of State of Nevada, (“NSOS”) Restated Articles of Incorporation which amended the Company’s par value and authorized common stock. After the amendment, total authorized shares were 700,000,000, 500,000,000 common shares and 200,000,000 preferred shares, both with a par value of $.0001. On 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. - F11 - Table of Contents 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, related party White Knight (WK) received cash for 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. These funds were transferred from WK to WBBJ on September 17, 2021. The 9,090,909 shares were issued to the shareholder in October 2021. SJ Capital Co., Ltd., is owned and controlled by Senju Pharmaceutical Co., Ltd., a Japanese Company. Mr. Takeshi Sugisawa, the President of SJ Capital Co., Ltd., authorized the above transaction on behalf of SJ Capital Co., Ltd. Both SJ Capital Co., Ltd., and Senju Pharmaceutical Co., Ltd. are considered non-related parties to the Company. On August 24, 2021, we sold 1,363,636 shares of restricted common stock to Yasuhiko Miyazaki, a Japanese citizen, at a price of $.20 per share. The total subscription amount paid by Yasuhiko Miyazaki was approximately $272,727 or approximately 30,000,000 Japanese Yen. Mr. Miyazaki is not a related party to the Company. On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities: Name of Purchaser Common Shares Purchased Price Paid Per Share Total Amount Paid ($) Koichi Ishizuka 101,363,636 $0.0001 10,136.00 Rei Ishizuka 1 50,000,000 $0.0001 5,000.00 Kiyoshi Noda 100,909,091 $0.0001 10,091.00 Yuma Muranushi 100,909,091 $0.0001 10,091.00 1 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. WB Burgers Japan Co. (“WBBJ”), which we now operate through and share the same business plan of, holds the rights right of first refusal On October 22, 2021, we sold 2,252,252 shares of restricted common stock to Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a Japanese citizen, at a price of $0.20 per share. The total subscription amount paid by Shokafulin LLP was approximately $450,450 or approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not related parties to the Company. On December 27, 2021, we sold 1,315,789 shares of restricted common stock to Takahiro Fujiwara, a Japanese citizen, at a price of $0.20 per share. The total subscription amount paid by Takahiro Fujiwara was approximately $263,158. Mr. Fujiwara is not a related party to the Company. 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. 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. 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, During the year ended July 31, 2021, the Company recognized donated capital from its wholly owned subsidiary, WB Burgers Japan, as additional paid-in capital in the amount of $91,980. During the year ended July 31, 2021, the Company issued 1,000,000 shares of preferred stock after a merger and reorganization, which resulted in approximately $53,008 of additional paid-in capital. This valuation used the subsequent May 2021 purchase of these and 405,516,868 common shares by the current controlling shareholder to calculate the relative fair market value of the 1,000,000 shares of Series A Preferred Stock (see Note 13). At July 31, 2021, the Company recognized $24,399 of imputed interest related to the above payments which was recorded as additional paid-in capital. Shares payable 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 (See Note 15). The $130,392 will be reclassed as cash received for the sale of common shares during the first quarter of the following fiscal year.

Note 14 - Related-Party Transac

Note 14 - Related-Party Transactions	12 Months Ended
	Jul. 31, 2022
Related Party Transactions [Abstract]
Note 14 - Related-Party Transactions	Note 14 - Related-Party Transactions Purchase of wholly owned subsidiary On September 14, 2021, we entered into an “Acquisition Agreement” with related party 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 (see Note 13 Common stock). Additional Paid-In Capital During the period ended July 31, 2022, White Knight forgave a loan to the Company of approximately $ 2,317,272 The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $ 55,030 The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $6,400 during the period ended July 31, 2021. The Company’s former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the period ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the period ended July 31, 2021. The $ 16,913

Note 15 - Subsequent Events

Note 15 - Subsequent Events	12 Months Ended
	Jul. 31, 2022
Subsequent Events [Abstract]
Note 15 - Subsequent Events	Note 15 - Subsequent Events 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. The Company intends to use the proceeds from the aforementioned sales of shares for working capital. The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

Note 3 - Summary of Significa_2

Note 3 - Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jul. 31, 2022
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 July 31, 2022 and July 31, 2021 were $ 126,669 30,021
Revenue Recognition	Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers
Foreign currency translation	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 July 31, 2022 2021 Current JPY:US$1 exchange rate 134.61 109.49 Average JPY:US$1 exchange rate 119.62 109.69
Comprehensive income or loss	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 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	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	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	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 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	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 - F8 - Table of Contents The Company does not have any potentially dilutive instruments as of July 31, 2022 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 July 31, 2022 and 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.
Share-Based Compensation	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 July 31, 2022. The Company’s stock-based compensation for the periods ended July 31, 2022 and July 31, 2021 were $0 and $53,008, respectively.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 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 2 - Restatement of Previ_2

Note 2 - Restatement of Previously Issued Consolidated Financial Statements (Tables)	12 Months Ended
	Jul. 31, 2022
Note 2 - Restatement Of Previously Issued Consolidated Financial Statements
reconciliation from our prior period as previously reported to the restated values	The following tables represent our restated consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders’ equity, and consolidated statements of cash flow for the year ended July 31, 2021 . reconciliation from our prior period as previously reported to the restated values . The values as previously reported for fiscal year 2021 were derived from our 2021 Annual Report, filed on November 3, 2021 . WB BURGERS ASIA, INC. CONSOLIDATED BALANCE SHEET July 31, 2021 ASSETS: As Previously Reported Restatement Impacts Restatement Reference As Restated CURRENT ASSETS: Cash and cash equivalents $ 1,818,192 $ (1,788,171) (1)(2) $ 30,021 Total current assets 1,818,192 (1,788,171) 30,021 Franchise rights - 2,658,671 (2) 2,658,671 TOTAL ASSETS $ 1,818,192 $ 870,500 $ 2,688,692 LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts payable $ - $ 1,005 (2) $ 1,005 Accrued expenses 9,250 - 9,250 Total current liabilities 9,250 1,005 10,255 Loan to Company - related party, net accumulated interest - 2,688,989 (2) 2,688,989 TOTAL LIABILITIES 9,250 2,689,994 2,699,244 STOCKHOLDERS’ EQUITY: Preferred stock, $0.0001 par value, 200,000,000 shares authorized, 1,000,000 issued and outstanding, as of July 31, 2021 100 - 100 Common stock, $.0001 par value, 1,500,000,000 shares authorized; 509,090,909 issued and outstanding as of July 31, 2021 50,909 - 50,909 Stock receivable - (1,818,192) (1) (1,818,192 ) Additional paid-in capital 1,886,170 69,387 (2)(3) 1,955,557 Accumulated deficit (128,237) (69,916) (198,153) Accumulated comprehensive income - (773) (2) (773) TOTAL STOCKHOLDERS’ EQUITY 1,818,192 (1,828,744) (10,552) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,818,192 $ 870,500 $ 2,688,692 (1) Sale of common shares recognition – The correction of these misstatements resulted in a decrease to cash and cash equivalents of $1,818,192 and a corresponding decrease of $1,818,192 to stock receivable in stockholders’ equity. (2) Subsidiary adjustments – The inclusion of the fiscal 2021 financial activity of our wholly owned subsidiary resulted in an increase to total assets of $2,688,692, an increase of $2,689,994 to total liabilities, a decrease of $773 to accumulated comprehensive income and an increase to additional paid-in capital of $116,379. (3) Shares valuation adjustment – The correction of these misstatements resulted in a decrease of $46,992 to additional paid-in capital. See description of the accumulated deficit impacts in the Consolidated Statement of Operations for the year ended July 31, 2021 included below. WB BURGERS ASIA, INC. CONSOLIDATED STATEMENT OF OPERATIONS July 31, 2021 As Previously Reported Restatement Impacts Restatement Reference As Restated OPERATING EXPENSES: General and administrative 26,163 23,435 (2) 49,598 Share based expense 100,000 (46,992) (3) 53,008 Total operating expenses 126,163 (23,557) 102,606 OPERATING LOSS (126,163) 23,557 $ (102,606) OTHER INCOME (EXPENSE): Gain (loss) on foreign currency exchange - (66,298) (2) (66,298) Interest expense - (27,175) (2) (27,175 Total other income (expense) - (93,473) (93,473 NET LOSS (126,163) (69,916) (196,079) OTHER COMPREHENSIVE INCOME Currency translation adjustment - (773) (2) (773) COMPREHENSIVE LOSS (126,163) (70,689) (196,852) Basic and diluted net loss per common share $ (0.00) $ - $ (0.00) Weighted average number of common shares outstanding – Basic and diluted 500,772,105 (24,907) (1) 500,747,198 (1) Sale of common shares recognition – The correction of these misstatements resulted in a decrease to weighted average number of common shares outstanding of 24,907. (2) Subsidiary adjustments - The inclusion of the fiscal 2021 financial activity of our wholly owned subsidiary resulted in an increase to operating loss of $23,435, an increase to net loss of $116,908 and an increase to total comprehensive loss of $117,681. (3) Shares valuation adjustment – The correction of these misstatements resulted in a decrease to operating loss of $46,992. WB BURGERS ASIA, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Restatement Series A Preferred Common Stock Stock Receivable Additional Paid-in Accumulated Other Comprehensive Accumulated Reference Shares Amount Shares Amount Capital Income Deficit Total YEAR ENDED JULY 31, 2021 (As Previously Reported) JULY 31, 2020 - $ - 1,000,000 $ 1,000 $ - $ 1,074 $ - $ (2,074 ) $ - Common shares returned to the Company - - (1,000,000) (1,000) - 1,000 - - - Common shares exchanged in reorganization - - 500,000,000 50,000 - (50,000 ) - - - Series A preferred shares exchanged in reorganization 1,000,000 100 - - 99,900 - - 100,000 Common shares sold - - 9,090,909 909 - 1,817,283 - - 1,818,192 Expenses paid on behalf of the Company and contributed to capital - - - - - 16,913 - - 16,913 Net loss - - - - - - (126,163) (126,163) JULY 31, 2021 1,000,000 $ 100 509,090,909 $ 50,909 - $ 1,886,170 $ - $ (128,237) $ 1,808,942 YEAR ENDED JULY 31, 2021 (Restatement Impact) JULY 31, 2020 (4) - $ - 500,000,000 $ 50,000 $ - $ (47,926) $ - $ (2,074) $ - Preferred shares exchanged in merger and reorganization (3) 1,000,000 100 - - - 52,908 - - 53,008 Common shares sold by subsidiary (2) - - - - - 91,980 - - 91,980 Common shares sold (1) - - 9,090,909 909 (1,818,192) 1,817,283 - - - Expenses paid on behalf of the company and contributed to capital - - - - - 16,913 - - 16,913 Imputed interest (2) - - - - - 24,399 - - 24,399 Net income - - - - - - - (196,079) (196,079) Foreign currency translation (2) - - - - - - (773) - (773) JULY 31, 2021 1,000,000 $ 100 509,090,909 $ 50,909 $ (1,818,192) $ 1,955,557 $ (773) $ (198,153) $ (10,552) See descriptions of the net income and accumulated deficit impacts in the consolidated statement of operations for the year July 31, 2021 above. See Note 2 - Restatement of Previously Issued Consolidated Financial Statements, for a description of the misstatements in each category of restatements referenced by (1), (2), (3) and (4). WB BURGERS ASIA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Year ended July 31, 2021 As previously reported Restatement Impacts Restatement Reference As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (126,163) $ (69,916) (2) (3) $ (196,079) Adjustments to reconcile net income to net cash used in operating activities: Amortization - 22,341 (2) 22,341 Imputed interest - 24,399 (2) 24,399 Expenses paid on behalf of the Company and contributed to capital - 16,913 (5) 16,913 Capital contribution - 91,980 (2) 91,980 Preferred shares exchanged in merger and reorganization 100,000 (46,992) (3) 53,008 Changes in operating assets and liabilities: Accounts payable - 1,001 (2) 1,001 Accrued liabilities and other payables 9,250 - 9,250 Net cash provided by(used in) operating activities (16,913) 39,726 22,813 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for purchase of franchise rights - (2,275,204) (2) (2,275,204) Net cash used in investing activities - (2,275,204) (2,275,204) CASH FLOWS FROM FINANCING ACTIVITIES: Common shares sold 1,818,192 (1,818,192) (1) - Expenses contributed to capital 16,913 (16,913) (5) - Borrowings on debt from related party - 2,283,065 (2) 2,283,065 Net cash provided by financing activities 1,835,105 447,960 2,283,065 Net effect of exchange rate changes on cash - (653) (653) NET INCREASE IN CASH AND CASH EQUIVALENTS 1,818,192 (1,788,171) (1)(2) 30,021 CASH, BEGINNING OF PERIOD - - - CASH, END OF PERIOD $ 1,818,192 $ (1,788,171) $ 30,021 See description of the net income impacts in the Consolidated Statement of Operations for the year ended July 31, 2021 included above. See Note 2, Restatement of Previously Issued Consolidated Financial Statements, for a description of the misstatements in each category of restatements referenced by (1), (2), (3) and (5).

Note 3 - Summary of Significa_3

Note 3 - Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Jul. 31, 2022
Accounting Policies [Abstract]
Translation of amounts from the local currency of the Company into US$1	Translation of amounts from the local currency of the Company into US$1 July 31, 2022 2021 Current JPY:US$1 exchange rate 134.61 109.49 Average JPY:US$1 exchange rate 119.62 109.69

Note 5 - Income Taxes (Tables)

Note 5 - Income Taxes (Tables)	12 Months Ended
	Jul. 31, 2022
Income Tax Disclosure [Abstract]
Significant components of the Company’s deferred tax assets	Significant components of the Company’s deferred tax assets are as follows: July 31, 2022 2021 Deferred tax asset, generated from net operating loss $ 359,673 $ 30,480 Valuation allowance (359,673) (30,480) $ — $ — The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 21.0% 21.0 % Increase in valuation allowance (21.0%) (21.0 %) Effective income tax rate 0.0% 0.0 %

Note 7 - Fixed Assets (Tables)

Note 7 - Fixed Assets (Tables)	12 Months Ended
	Jul. 31, 2022
Temporary Equity Disclosure [Abstract]
July 31, 2022 and 2021 fixed assets	As of July 31, 2022 and 2021 fixed assets were made up of the following: Estimated Useful Life July 31, July 31, (approx. years) 2022 2021 Furniture fixtures and equipment 5 $ 48,408 $ - Furniture fixtures and equipment 6 16,178 - Furniture fixtures and equipment 8 178,807 - Leasehold improvement Remaining Lease Term 636,158 - 879,551 - Accumulated depreciation (73,669 ) - Net book value $ 805,882 $ -

Note 8 - Right of Use Asset (Ta

Note 8 - Right of Use Asset (Tables)	12 Months Ended
	Jul. 31, 2022
Note 8 - Right Of Use Asset
financial information associated with our leases	The tables below present financial information associated with our leases . As noted above, we adopted Topic 842 using a transition method that does not require application to periods prior to adoption. The initial recognition of the ROU operating lease was $653,704 for both the ROU asset and ROU liability. As of July 31, 2022, the ROU lease liability was $442,025. Balance Sheet Classification July 31, 2022 July 31, 2021 Right-of-use assets Lease asset long $ 442,025 $ - Current lease liabilities Short-term lease liability 330,066 - Non-current lease liabilities Lease liability long term 　 148,822 　 - Maturities of lease liabilities as of January 31, 2023 are as follows: 2021 - 2022 135,928 2023 335,604 2024 and beyond 7,356 Total 478,888 Add(Less): Imputed interest - Present value of lease liabilities 478,888

Note 3 - Summary of Significa_4

Note 3 - Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Accounting Policies [Abstract]
Cash and Cash Equivalents	$ 126,669	$ 30,021

Note 5 - Income Taxes (Details

Note 5 - Income Taxes (Details Narrative)	Jul. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Net loss incurred	$ 1,712,727
deferred tax asset	$ 359,673

Note 7 - Fixed Assets (Details

Note 7 - Fixed Assets (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Temporary Equity Disclosure [Abstract]
Depreciation expense	$ 73,669	$ 0

Note 9 - Deposits (Details Narr

Note 9 - Deposits (Details Narrative)	12 Months Ended
	Jul. 31, 2022 USD ($)
security deposits	$ 265,115

Note 10 - Franchise Rights (Det

Note 10 - Franchise Rights (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Note 10 - Franchise Rights
Amortization expense	$ 122,659	$ 24,399

Note 11 - Accrued Expenses an_2

Note 11 - Accrued Expenses and Other Payables (Details Narrative) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Payables and Accruals [Abstract]
accrued expenses	$ 5,040	$ 9,250

Note 12 - Other Income (Expen_2

Note 12 - Other Income (Expense) (Details Narrative)	12 Months Ended
	Jul. 31, 2022 USD ($)
Other Income (Loss)
related party loan receivable	$ 235,507
expense of tax receivable	158,676
refund of consumption tax	$ 59,866

Note 14 - Related-Party Trans_2

Note 14 - Related-Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Related Party Transactions [Abstract]
Loan forgiven	$ 2,317,272
Contributions to Company, no expectation of repayment	$ 55,030	$ 16,913