Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements."
These forward-looking statements generally are identified by the words
"believes," "project," "expects," "anticipates," "estimates," "intends,"
"strategy," "plan," "may," "will," "would," "will be," "will continue," "will
likely result," and similar expressions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations
and future prospects include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.
Company Overview
Corporate History
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, President, Secretary, Treasurer, and Director.
On February 9, 2021, the Company filed, with the Secretary of State of Nevada
("NSOS"), Restated Articles of Incorporation.
On March 4, 2021, Business Solutions Plus, Inc., (the "Company" or "Successor")
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.
Immediately prior to the Effective Time, and under the respective articles of
incorporation of Predecessor and Successor, the Successor Capital Stock had the
same designations, rights, and powers and preferences, and the qualifications,
limitations, and restrictions thereof, as the Predecessor Capital Stock which
was automatically converted pursuant to the reorganization.
Immediately prior to the Effective Time, the articles of incorporation and
bylaws of Successor, as the holding company, contain provisions identical to the
Articles of Incorporation and Bylaws of Predecessor immediately prior to the
merger, other than as permitted by NRS 92A.200.
Immediately prior to the Effective Time, the articles of incorporation of
Predecessor stated that any act or transaction by or involving the Predecessor,
other than the election or removal of directors of the Predecessor, that
requires for its adoption under the NRS or the Articles of Incorporation of
Predecessor the approval of the stockholders of the Predecessor, shall require
in addition the approval of the stockholders of Successor (or any successor
thereto by merger), by the same vote as is required by the articles of
Incorporation and/or the bylaws of the Predecessor.
Immediately prior to the Effective Time, the articles of incorporation and
bylaws of Successor and Merger Sub were identical to the articles of
incorporation and bylaws of Predecessor immediately prior to the merger, other
than as permitted by NRS 92A.200;
The Boards of Directors of Predecessor, Successor, and Merger Sub approved the
Reorganization, shareholder approval not being required pursuant to NRS 92A.180;
The Reorganization constituted a tax-free organization pursuant to Section
368(a)(1) of the Internal Revenue Code;
Successor common stock traded in the OTC Markets under the Predecessor ticker
symbol "IALS" under which the common stock of Predecessor previously listed and
traded until 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 CUSIP Number 45841W107 for IALS's common stock was
suspended upon market effectiveness. The Company received a new CUSIP Number
12330M107.
After completion of the Holding Company Reorganization, the Company cancelled
all of its stock held in Predecessor resulting in the Company as a stand-alone
and separate entity with no subsidiaries, no assets and negligible liabilities.
The Company abandoned the business plan of its Predecessor and resumed its
former business plan of a blank check company after completion of the Merger.
On May 4, 2021, Business Solutions Plus, Inc., a Nevada Corporation (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 May 7, 2021, Mr. Paul Moody resigned as the Company's Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Company's Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and
Director.
A Certificate of Amendment to change our name, from Business Solutions Plus,
Inc., to WB Burgers Asia, Inc. was filed with the Nevada Secretary of State on
June 18, 2021, with a legal effective date of July 2, 2021. The name change to
WB Burgers Asia, Inc., as well as a change of our ticker symbol from BSPI to
WBBA, was announced by FINRA, via their "daily list", on July 7, 2021, with a
market effective date of both on July 8, 2021. The new CUSIP number associated
with our common stock, as of the market effective date of July 8, 2021, is
94684P100.
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.
The proceeds from the above sale of shares are to be used by the Company for
working capital.
On August 24, 2021, we sold 1,363,636 shares of restricted common stock to
Yasuhiko Miyazaki, a Japanese Citizen, at a price of $0.20 per share of common
stock. The total subscription amount paid by Yasuhiko Miyazaki was approximately
$272,727 or approximately 30,000,000 Japanese Yen. Mr. Yasuhiko Miyazaki is not
a related party to the Company. The proceeds from the above sale of shares are
to be used by the Company for working capital.
In regards to all of the above transactions, the Company claims an exemption
from registration afforded by Section Regulation S of the Securities Act of
1933, as amended ("Regulation S") for the above sales/issuances of the stock
since the sales/issuances of the stock were made to non-U.S. persons (as defined
under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore
transactions, and no directed selling efforts were made in the United States by
the issuer, a distributor, any of their respective affiliates, or any person
acting on behalf of any of the foregoing.
On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd.,
a Japanese Company, owned and controlled by our sole officer and Director,
Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock
of the Company to the following parties in the respective quantities:
Price
Common Paid
Shares Per Total Amount
Name of Purchaser Purchased Share Paid ($)
Koichi Ishizuka 101,363,636 $0.0001 10,136.00
Rei Ishizuka 1 50,000,000 $0.0001 5,000.00
Kiyoshi Noda 100,909,091 $0.0001 10,091.00
Yuma Muranushi 100,909,091 $0.0001 10,091.00
1 Rei Ishizuka is the wife of our sole officer and Director, Mr. Koichi
Ishizuka.
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.
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. agrees to, and has since
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 aforementioned Acquisition Agreement is attached as Exhibit 10.1 to our Form
8-K filed with the Securities and Exchange Commission on September 14, 2021. All
references to the Acquisition Agreement are qualified, in their entirety, by the
text of such exhibit.
White Knight Co., Ltd., is owned entirely by our sole officer and Director,
Koichi Ishizuka. White Knight Co., Ltd. is our largest controlling shareholder.
WB Burgers Japan Co., Ltd., referred to herein as "WBJ", which we now operate
through and share the same business plan of, holds the rights to the "Master
Franchise Agreement" with Jakes' Franchising LLC, a Delaware Limited Liability
Company, as it pertains to the establishment and operation of Wayback Burger
Restaurants within the country of Japan.
The Master Franchise Agreement provides WBJ 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 WBJ the right of first refusal to enter into
a subsequent Master Franchise Agreement with Jake's Franchising, LLC to
establish and operate Wayback Burgers restaurants in the Countries of Indonesia,
Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it
is currently licensed to another party), the Philippines, Vietnam, China, India,
Korea, Thailand, Singapore, and Taiwan.
WB Burgers Japan Co., Ltd. seeks 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.
Following the acquisition of our now wholly owned subsidiary, WB Burgers Japan
Co., Ltd., on September 14, 2021, we ceased to be a shell company. Immediately
upon our acquisition of WB Burgers Japan Co., Ltd. we adopted the same business
plan as WB Burgers Japan Co., Ltd.
On October 22, 2021, we sold 2,252,252 shares of restricted common stock to
Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a
Japanese Citizen, at a price of $0.20 per share of common stock. The total
subscription amount paid by Shokafulin LLP was approximately $450,450 or
approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not
related parties to the Company.
The aforementioned sale of shares was conducted pursuant to Regulation S of the
Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made
only to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of
Regulation S), pursuant to offshore transactions, and no directed selling
efforts were made in the United States by the issuer, a distributor, any of
their respective affiliates, or any person acting on behalf of any of the
foregoing.
On November 6, 2021, our largest controlling shareholder, White Knight Co.,
Ltd., a Japanese Company, owned and controlled by our sole officer and Director,
Koichi Ishizuka, sold a total of 14,347,826 shares of restricted common stock to
the following parties in the respective quantities:
Price Total
Common Paid Per Approximate
Name of Shares Share Amount Paid
Purchaser Purchased ($) ($)
M&A Company 1 1,304,348 0.20 260,870
Michinari 1,304,348 0.20 260,870
Yamamoto
Atsushi 1,304,348 0.20 260,870
Morikawa
Motoki Hirai 1,304,348 0.20 260,870
Tomonori 1,739,130 0.20 347,826
Yoshinaga
Go Watanabe 3,043,478 0.20 608,696
Okakichi Co., 4,347,826 0.20 869,565
Ltd 2
Total 14,347,826 0.20 2,869,567
1 The authorized party of M&A Company, a Japan entity, is Akihiro Ando.
2 The authorized party of Okakichi Co., Ltd, a Japan entity, is Shigeru Okada.
In regards to all of the above transactions White Knight Co., Ltd. claims an
exemption from registration afforded by Section Regulation S of the Securities
Act of 1933, as amended ("Regulation S") for the above sales of the stock since
the sales of the stock were made to non-U.S. persons (as defined under Rule 902
section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no
directed selling efforts were made in the United States by the issuer, a
distributor, any of their respective affiliates, or any person acting on behalf
of any of the foregoing.
Following the above transactions, White Knight Co., Ltd. now owns 537,987,224
shares of our Common Stock. White Knight Co., Ltd. also remains the owner of
1,000,000 shares of our Preferred Series A Stock. Every share of our Series A
Preferred Stock has super voting rights that allows for 1,000 votes for every
vote of Common Stock. White Knight Co., Ltd. remains our majority controlling
shareholder.
On November 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd.,
consummated a lease agreement with Arai Co., Ltd., a Japanese realty group, for
the location of our first Wayback Burgers restaurant. The property is located in
the popular shopping plaza of Omotesando, located in the Tokyo prefecture.
On December 27, 2021, we sold 1,315,789 shares of restricted Common Stock to
Takahiro Fujiwara, Japanese Citizen, at a price of $0.20 per share of Common
Stock. The total subscription amount paid by Takahiro Fujiwara was approximately
$263,158. Takahiro Fujiwara is not a related party to the Company.
The aforementioned sales 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.
On or about February 8, 2022, we incorporated Store Foods Co., Ltd., a Japan
Company. Store Foods Co., Ltd. is now a wholly owned subsidiary of the Company.
Currently, Koichi Ishizuka is the sole Officer and Director of Store Foods Co.,
Ltd.
While our future plans for Store Foods Co., Ltd. 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.
As a result of the above, we now have two wholly owned subsidiaries, WB Burgers
Asia, Inc., and Store Foods Co., Ltd., both of which are Japan Companies.
On March 11, 2022 we opened our first flagship Wayback Burgers location to the
public. We offer any array of quick bites, including, but not limited to,
traditional hamburgers, fries, shakes, and other alternatives.
On March 29, 2022, 869,565 shares of restricted Common Stock were sold to Hidemi
Arasaki, Japanese Citizen, by our controlling shareholder, White Knight Co.,
Ltd., at a price of $0.20 per share of Common Stock. This was a private sale,
not a sale made by the Company. The total amount paid by Hidemi Arasaki was
approximately $173,913. Hidemi Arasaki is not a related party to the Company.
The Company has elected July 31st as its year end.
Liquidity and Capital Resources
Our cash balance is $291,883 as of April 30, 2022. We have been utilizing
available cash balances and funds from our Chief Executive Officer, Koichi
Ishizuka, and may continue to do so in the future.
Mr. Ishizuka has no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. In order to implement our plan of
operations for the next twelve-month period, we may require further funding.
Being a start-up stage company, we have very limited operating history. After a
twelve-month period we may need additional financing but currently do not have
any arrangements for such financing.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash we need, or scale back operations
entirely.
Revenues
The company has generated $70,982 in revenue for the three months ended April
30, 2022. This is the first quarter in which we have begun to generate revenue.
The revenue generated is from our Wayback Burgers restaurant location we have
recently opened. We offer any array of quick bites, including, but not limited
to, traditional hamburgers, fries, shakes, and other alternatives.
Net Income/Loss
We recorded a net loss of $407,695 and a net loss of $102,472 for the three
months ended April 30, 2022 and April 20, 2021, respectively.
We recorded a net loss of $703,433 and a net loss of $111,272 for the nine
months ended April 30, 2022 and April 20, 2021, respectively.
We believe we will need additional revenue to cover our expenses going forward.
We attribute our net loss to initial start up costs.
Cash flow
For the nine months ended April 30, 2022, we had negative cash flows from
operating activities in the amount of $964,269. For the nine months ended April
30, 2021, we had positive cash flows from operating activities in the amount of
$2,590,828.
For the nine months ended April 30, 2022, we had negative cash flows from
investing activities in the amount of $1,010,678. For the nine months ended
April 30, 2021, we had negative cash flows from investing activities in the
amount of $2,700,000.
For the nine months ended April 30, 2022 we had positive cash flows from
financing activities in the amount of $666,720 and for the nine months ended
April 30, 2021 we had positive cash flows from financing activities in the
amount of $201,152.
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 the entirety of
its operating costs. Management plans to fund operating expenses with related
party contributions to capital and the sale of shares of stock. It may also
cover costs, in part, from revenue derived from its restaurant location. 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.
Other Updates
On May 20, 2022, WB Burgers Asia Inc. (the "Company") dismissed its independent
registered public accounting firm, BF Borgers CPA PC ("BFG") effective
immediately. This decision was approved by the Company's Board of Directors,
comprised solely of Koichi Ishizuka.The report of BFG on the Company's financial
statements for fiscal years ended July 31, 2021 and 2020 included in the
Company's annual report on Form 10-K for the year ended July 31, 2021, did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principle.
On May 20, 2022, the Company engaged M&K CPAS, PLLC ("M&K") as its new
independent registered public accountant for the fiscal year ending July 31,
2022. This decision was approved by the Company's Board of Directors, comprised
solely of Koichi Ishizuka.
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WB BURGERS ASIA, INC. 
