Item 8.01 Other Events
On November 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd.,
consummated a lease agreement with Arai Co., Ltd., a Japanese realty group, for
the location in which we intend to open our first Wayback Burgers restaurant.
The property is located in the popular shopping plaza of Omotesando, located in
the Tokyo prefecture. The location is in what we believe to be an area of high
foot traffic and is also in close proximity to numerous brand name retailers and
stores which we believe may bolster the number of patrons who decide to dine at
our location, once opened to the public.
Details of the Leased Property:
The property is located at 6-19-20 No.15 Arai Bldg Jingumae Shibuya-Ku, Tokyo,
Japan, which is in a popular shopping location that is only a minute walk from
the Omotesando Station. The deposit is 35,000,000 JPY ($304,000) and the monthly
rent is 3,850,000 JPY (including tax) ($33,475). The term of the lease extends
from November 9, 2021 to January 8, 2024, and has the option to be extended
indefinitely for additional two-year periods. The interior space is 157.82 ?
(1698.760 ft), and the terrace space is 145.06 ? (1561.413 ft), which accounts
for a total usable space of 302.88 ? (3260.173 ft).
Below are a few photographs of the new location (second floor). Logos and
branding of neighboring businesses have been blurred out in the below image. We
are currently having branding such as signs, and other related material, created
to display on the interior and exterior of our location.
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We also intend to immediately begin the interior and exterior buildout of the
above property so that we can begin physical operations of our first Wayback
Burgers Restaurant. We expect that the renovations necessary to make to this
location suitable for our operations will cost approximately $1,000,000. We
intend to use available cash reserves to fund the above buildout however, we may
rely on funds provided to us by our sole officer and Director Koichi Ishizuka.
Simultaneous to the buildout of our first Wayback Burgers location, we will
continue to vet out the remaining staff we need to successfully operate our
restaurant location upon opening, in what we hope to be late December 2021.
Currently, we have already vetted out and pre-emptively hired various employees
such as line cooks and other workers, but we believe we will need to hire
additional staff to efficiently operate our first restaurant location.
Additional Disclosure
On November 6, 2021, our largest controlling shareholder, White Knight Co.,
Ltd., a Japanese Company, owned and controlled by our sole officer and Director,
Koichi Ishizuka, sold a total of 14,347,826 shares of restricted common stock of
the Company to the following parties in the respective quantities:
Total
Common Price Paid Approximate
Shares Per Share Amount Paid
Name of Purchaser Purchased ($) ($)
M&A Company 1 1,304,348 0.20 260,870
Michinari Yamamoto 1,304,348 0.20 260,870
Atsushi Morikawa 1,304,348 0.20 260,870
Motoki Hirai 1,304,348 0.20 260,870
Tomonori Yoshinaga 1,739,130 0.20 347,826
Go Watanabe 3,043,478 0.20 608,696
Okakichi Co., Ltd 2 4,347,826 0.20 869,565
Total 14,347,826 0.20 2,869,567
1 The authorized party of M&A Company, a Japan entity, is Akihiro Ando.
2 The authorized party of Okakichi Co., Ltd, a Japan entity, is Shigeru Okada.
In regards to all of the above transactions White Knight Co., Ltd. claims an
exemption from registration afforded by Section Regulation S of the Securities
Act of 1933, as amended ("Regulation S") for the above sales of the stock since
the sales of the stock were made to non-U.S. persons (as defined under Rule 902
section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no
directed selling efforts were made in the United States by the issuer, a
distributor, any of their respective affiliates, or any person acting on behalf
of any of the foregoing.
Following the above transactions, White Knight Co., Ltd. now owns 537,987,224
shares of our Common Stock. White Knight Co., Ltd. also remains the owner of
1,000,000 shares of our Preferred Series A Stock. Every share of our Series A
Preferred Stock has super voting rights that allows for 1,000 votes for every
vote of Common Stock. White Knight Co., Ltd. remains our majority controlling
shareholder.
The above transactions did not result in a change to our balance of issued and
outstanding shares of either common or preferred stock as the shares were sold
from the account of White Knight Co., Ltd. As of today's date we have
1,012,706,797 shares of Common Stock and 1,000,000 shares of Series A Preferred
Stock issued and outstanding.
An unsigned, blank, copy of the specimen subscription used for the
aforementioned sale(s) of common shares is attached herein as exhibit 10.1. This
Form 8-K does not purport to include full details and or terms of the sale of
shares to M&A Company, Michinari Yamamoto, Atsushi Morikawa, Motoki Hirai,
Tomonori Yoshinaga, Go Watanabe, or Okakichi Co., Ltd.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Specimen Subscription Agreement - Unsigned, Blank Copy
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