UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~October~~January 31, ~~2023~~2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 000-56233

WB Burgers Asia, Inc.

(Exact name of registrant as specified in its charter)

	Nevada	00-0000000
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan	107-0062
	(Address of Principal Executive Offices)	(Zip Code)

81-90-6002-4978

(registrant’s telephone number, including area code)

N/A

(former name or former mailing address, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒
Smaller reporting company ☒		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of March 1428, 2024, there were 2,072,642,444 shares of the Registrant’s Common Stock and 0 shares of the Registrant’s Preferred Stock issued and outstanding.

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INDEX

		Page
PART I - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS - UNAUDITED	F1
CONSOLIDATED Balance Sheet - UNAUDITED		F1
CONSOLIDATED Statement of Operations- UNAUDITED		F2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - UNAUDITED		F3
CONSOLIDATED Statement of Cash Flows - unaudited		F4
Notes to CONSOLIDATED Financial Statements - unaudited		F5

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4	CONTROLS AND PROCEDURES	4

PART II - OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	5
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5

SIGNATURES		6

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Table of Contents

PART I - FINANCIAL INFORMATION

WB Burgers Asia, Inc.

Consolidated Balance Sheet

		October 31, 2023 (Unaudited)		July 31, 2023
		January 31, 2024 (Unaudited)		July 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	3730,~~889~~604	$	161,213
Accounts receivable		1612,~~755~~574		62,063
Inventories		512,~~294~~920		4,950
Advance payments		4959,~~982~~538		-
Prepaid expenses		29,~~188~~380		28,928
Total Current Assets		~~139~~145,~~108~~016		257,154
Equipment, software and leasehold improvement, net depreciation		~~521~~515,~~708~~209		602,543
Right of use asset		64521,~~074~~400		146,373
Deposits		~~238~~241,~~693~~865		253,153
TOTAL ASSETS	$	~~963~~1,~~583~~423,490	$	1,259,223
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		~~249~~263,~~765~~324		252,917
Income tax payable		-		1,348
Lease liability, short term		67265,~~550~~897		156,362
Accrued expenses and other payables		12,~~787~~403		2,429
Total Current Liabilities		~~319~~531,~~102~~624		413,056
TOTAL LIABILITIES		319,102		413,056
Noncurrent Liabilities
Lease liability, long term		255,504		-
TOTAL LIABILITIES		787,128		413,056
Stockholders’ Equity (Deficit)
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 0 and 1,000,000 issued and outstanding as of October 31, 2023 and July 31, 2023, respectively)		-		100
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 0 and 1,000,000 issued and outstanding as of January 31, 2024 and July 31, 2023, respectively)		-		100
Common stock ($0.0001 par value, 5,000,000,000 shares authorized, 2,072,642,444 and 1,070,718,679 shares issued and outstanding as of October 31, 2023 and July 31, 2023, respectively)		207,264		107,072
Common stock ($0.0001 par value, 5,000,000,000 shares authorized, 2,072,642,444 and 1,070,718,679 shares issued and outstanding as of January 31, 2024 and July 31, 2023, respectively)		207,264		107,072
Subscription payable		-		10,000
Additional paid-in capital		7,245,622		7,024,709
Accumulated deficit		(6,~~143~~163,~~169~~160)		(5,687,400)
Accumulated other comprehensive income		(~~665~~653,~~236~~364)		(608,314)
Total Stockholders’ Equity		~~644~~636,~~481~~362		846,167
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)		~~963~~1,~~583~~423,490		1,259,223

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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WB Burgers Asia, Inc.

Consolidated Statement of Operations

(Unaudited)

		Three Months Ended October 31, 2023		Three Months Ended October 31, 2022
		Three Months Ended January 31, 2024		Three Months Ended January 31, 2023		Six Months Ended January 31, 2024		Six Months Ended January 31, 2023
Revenues	$	~~142~~146,~~992~~849	$	~~106~~161,~~138~~085	$	289,841	$	267,226
Cost of revenue		~~284~~271,~~506~~137		~~271~~312,~~841~~950		555,643		584,791
Gross profit (loss)	$	(~~141~~124,~~514~~288)	$	(~~165~~151,~~703~~865)	$	(265,802)	$	(317,568)
Operating expenses
General and administrative expenses	$	~~132~~112,~~279~~790	$	1311,~~108,035~~603	$	245,069	$	1,419,638
Total operating expenses		~~132~~112,~~279~~790		1311,~~108,035~~603		245,069		1,419,638
Net operating loss	$	(~~273~~237,~~793~~078)	$	(1463,~~273,738~~468)	$	(510,871)	$	(1,737,206)
Other Income (Loss)
Gain (loss) on foreign currency exchange		(266,810)		2,546
Gain on foreign currency exchange		274,260		-		7,450		2,546
Interest income (expense)		-		(5,233)
Interest credit (expense)		53		5,233		53		-
Other income (expense)		84(57,~~834~~226)		13138,~~179~~323		27,608		151,502
Total other income (loss)		~~(181~~217,~~976)~~087		10143,~~492~~556		35,111		154,048
Income (loss) before income taxes provision	$	(~~455~~19,~~769~~991)	$	(1319,~~263,246~~912)	$	(475,760)	$	(1,583,158)
Provision for income taxes		-		-60		-		60
Net loss		(~~455~~19,~~769~~991)		(1319,~~263,246~~972)		(475,760)		(1,583,218)
Other comprehensive income
Currency translation adjustment		~~(56~~11,~~922)~~872		~~(297~~412,~~655)~~405		(45,050)		114,750
Comprehensive Income (Loss)	$	(~~512~~8,~~691~~119)	$	(192,~~560,901)~~433	$	(520,810)	$	(1,468,468)
Basic and Diluted net loss per common share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding - Basic and Diluted		12,~~876~~072,~~251~~642,~~800~~444		1,~~049~~057,~~388~~340,~~026~~752		1,974,447,122		1,053,339,389

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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WB Burgers Asia, Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period ended ~~October~~January 31, ~~2023~~2024

(Unaudited)

	Common Shares		Par Value Common Shares	Series A Preferred Shares		Par Value Series A Preferred Shares		Shares Payable		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
Balances, July 31, 2023	1,070,718,679	$	107,072	1,000,000	$	100	$	10,000	$	7,024,709	$	(608,314)	$	(5,687,400)	$	846,167
Common shares sold	1,923,765		192	-		-		(10,000)		44,055		-		-		34,247
Preferred shares converted to common shares	1,000,000,000		100,000	(1,000,000)		(100)		-		176,858		-		-		276,758
Net loss	-		-	-		-		-		-		-		(455,769)		(455,769)
Foreign currency translation	-		-	-		-		-		-		(56,922)		-		(56,922)
Balances, October 31, 2023	2,072,642,444	$	207,264	-	$	-	$	-	$	7,245,622	$	(665,236)	$	(6,143,169)	$	644,481
Net loss	-		-	-		-		-		-		-		(19,991)		(19,991)
Foreign currency translation	-		-	-		-		-		-		11,872		-		11,872
Balances, January 31, 2024	2,072,642,444	$	207,264	-	$	-	$	-	$	7,245,622	$	(653,364)	$	(6,163,160)	$	636,362

WB Burgers Asia, Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Period ended ~~October~~January 31, ~~2022~~2023

(Unaudited)

	Common Shares		Par Value Common Shares	Series A Preferred Shares		Par Value Series A Preferred Shares		Shares Payable		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
Balances, July 31, 2022	1,014,022,586	$	101,402	1,000,000	$	100	$	130,392	$	5,272,374	$	(463,185)	$	(1,765,735)	$	3,275,348
Common shares sold	43,318,166		4,332	-		-		(130,392)		1,381,849		-		-		1,255,789
Net loss	-		-	-		-		-		-		-		(1,263,246)		(1,263,246)
Foreign currency translation	-		-	-		-		-		-		(297,655)		-		(297,655)
Balances, October 31, 2022	1,057,340,752	$	105,734	1,000,000	$	100	$	-	$	6,654,223	$	(760,840)	$	(3,028,981)	$	2,970,236
Cash received for shares not yet issued	-		-	-		-		307,692		-		-		-		307,692
Net loss	-		-	-		-		-		-		-		(319,972)		(319,972)
Foreign currency translation	-		-	-		-		-		-		412,405		-		412,405
Balances, January 31, 2023	1,057,340,752	$	105,734	1,000,000	$	100	$	307,692	$	6,654,223	$	(348,435)	$	(3,348,953)	$	3,370,361

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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WB Burgers Asia, Inc.

Statement of Cash Flows

(Unaudited)

		Three Months Ended October 31, 2023		Three Months Ended October 31, 2022
		Six Months Ended January 31, 2024		Six Months Ended January 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~455~~475,~~769~~760)	$	(1,~~263~~583,~~246~~218)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		4760,~~100~~644		4642,~~810~~842
Amortization		-		52,853
Loss on exchange of shares		276,758		-
Changes in current assets and liabilities:
Accounts receivable		4246,~~375~~861		(32,~~835~~406)
Inventories		(~~636~~8,215)		(1,~~436~~702)
Other assets		24(448,~~307~~460)		70145,~~983~~559
Accounts payable		1021,~~138~~021		(21,~~841~~049)
Prepaid expenses		(1,941)		(11,941)
Deposits and prepaid expenses		(1,748)		(16,301)
Lease liability		(88,811)		-
Accrued expenses and other payables		379,172		(158,395)
Accrued expenses and other payables		(81,052)		(77,256)
Net cash provided by (used in) operating activities		(149,727)		(1,521,777)
Net cash used in operating activities		(138,720)		(1,242,762)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		-		(12,241)
Net cash used in investing activities		-		(12,241)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from the sale of stock		34,247		1,~~255~~563,~~789~~481
Net cash provided by financing activities		34,247		1,~~255~~563,~~789~~481
Net effect of exchange rate changes on cash	$	(1815,~~851~~129)	$	(85,~~680)~~822
Net increase (decrease) in cash and cash equivalents	$	(~~123~~130,~~324~~609)	$	435,~~347~~285
Beginning cash and cash equivalents balance		161,213		126,669
Ending cash and cash equivalents balance	$	3730,~~889~~604	$	~~131~~161,~~016~~954
Cash paid for:
Interest	$	-	$	5,234
Income taxes	$	1,348	$	338
Non-cash Transactions
Preferred shares exchanged for Common stock	$	100,000	$	-

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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WB Burgers Asia, Inc.

Notes to Consolidated Unaudited Financial Statements

Note 1 - Organization and Description of Business

The Company was incorporated in the state of Nevada on August 30, 2019, under its original name of Business Solutions Plus, Inc.

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 (“WBBJ”), which we now operate through and share the same business plan of. On February 9, 2022, we incorporated Store Foods Co., Ltd. (“Store Foods”), a Japan Company. Store Foods is now a wholly owned subsidiary of the Company and currently Koichi Ishizuka is the sole Officer and Director. As a result, we now have two wholly owned subsidiaries, WB Burgers Japan Co., Ltd, and Store Foods Co., Ltd., both of which are Japan Companies.

While our plans for Store Foods are presently on hold, the intended business purpose of the Company is as follows:

1. Food sales;

2. Food wholesale and retail;

3. Chain organizations consisting of food retailers as members;

4. Restaurants;

5. Manufacturing and sales of boxed lunches for catering;

6. Alcohol sales;

7. Health supplement and health drink sales;

8. Manufacturing and sales of functional foods;

9. Lease of goods related to restaurant management;

10. System development;

11. Delivery;

12. Application development and sales;

13. Advertising;

14. Management consulting;

15. All businesses incidental to any of the above.

The Company’s main office is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo

107-0062, Japan.

The Company has elected July 31st as its year end.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the unaudited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures contained in the unaudited financial statements for the most recent fiscal period, as reported in the 2023 Annual Report, have been omitted.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at ~~October~~January 31, ~~2023~~2024 and ~~October~~January 31, 2023 ~~2022~~ were $3730,~~889~~604 and $161,213, respectively.

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), in the second quarter of fiscal year 2020, as this was the first quarter that the Company generated revenues. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors.

Foreign currency translation

The Company maintains its books and records in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of shareholders’ equity.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:

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.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at ~~October~~January 31, ~~2023~~2024 and July 31, 2023.

Basic Earnings (Loss) Per Share

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially dilutive instruments as of ~~October~~January 31, ~~2023~~2024 and, thus, anti-dilution issues are not applicable.

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Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~October~~January 31, ~~2023~~2024 and July 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term ~~nature~~ nature of these instruments. These financial instruments include accrued expenses.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

On August 18, 2023, our majority shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole Officer and Director, Koichi Ishizuka, elected to convert its 1,000,000 shares of Series A Preferred Stock of WB Burgers Asia, Inc. into shares of Common Stock. This conversion has been approved by the Company, and the conversion became effective on August 18, 2023. Every 1 share of Series A Preferred Stock was converted into 1,000 shares of Common Stock, for a total of 1,000,000,000 shares of Common Stock. An evaluation was made regarding this exchange and it was determined that the Company should post an expense of $276,758 related to the shares valuation.

Share-Based Compensation

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

The Company had no stock-based compensation plans as of ~~October~~January 31, ~~2023~~2024.

The Company’s stock-based ~~compensation~~ compensation for the periods ended ~~October~~January 31, ~~2023~~2024 and ~~October~~January 31, ~~2022~~2023 were $0 for both periods.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3 - Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital and the sale of shares of stock. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Note 4 - Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

As of ~~October~~January 31, ~~2023~~2024, the Company has incurred a net loss of approximately $6,~~093~~110,~~169~~ 153 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $1,~~279~~283,~~565~~764 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on August 30, 2019, and our fiscal year end of July 31, 2023, we have completed four taxable fiscal years as of ~~October~~January 31, ~~2023~~2024.

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Note 5 - Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of ~~October~~January 31, ~~2023~~2024 and July 31, 2023.

Note 6 - Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

As of ~~October~~January 31, ~~2023~~2024 and July 31, 2023 fixed assets were made up of the following:

	Estimated
	Useful
	Life		~~October~~January 31,			July 31,
	(approx.. years)		~~2023~~2024			2023
Furniture fixtures and equipment		5	$	4344,~~584~~163		$	46,224
Furniture fixtures and equipment		6		14,~~566~~760			15,448
Furniture fixtures and equipment		8		~~160~~163,~~987~~126			170,740
Software		5		9,~~286~~025			10,652
Leasehold improvement		Remaining Lease Term		~~572~~580,~~759~~367			607,457
Accumulated depreciation				(~~279~~296,~~474~~232	)		(247,978)
Net book value			$	~~521~~515,~~708~~209		$	602,543

Total depreciation expense for the periods ended ~~October~~January 31, ~~2023,~~2024 and ~~2022~~2023, was $4760,~~100~~644 and $4642,~~810~~842, respectively, all of which was recorded in our general and administrative expenses on our statement of operations.

Note 7 - Right of Use Asset

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~~521,~~704~~400 for both the ROU asset and ROU liability. As of ~~October~~January 31, ~~2023~~2024, the ROU lease liability was $67521,~~551~~400.

	Balance Sheet Classification		~~October~~January 31, ~~2023~~2024		July 31, 2023
Right-of-use assets	Lease asset long	$	64521,~~074~~400	$	146,373
Current lease liabilities	Short-term lease liability		67265,~~550~~897		156,362
Non-current lease liabilities	Lease liability long term		-255,504		-
Maturities of lease liabilities as of October 31, 2023 are as follows:
Maturities of lease liabilities as of January 31, 2024 are as follows:
2023	67,550
2024	265,897
2024	-
2025	255,504
2025 and beyond	-
2026 and beyond	-
Total	~~67,550~~-
Add(Less): Imputed interest	-
Present value of lease liabilities	67521,~~550~~400

Note 8 - Deposits

During the period ended July 31, 2022, the Company paid two security deposits for the leased office and restaurant space totaling approximately $~~238~~241,~~693~~865 at the ~~October~~January 31, ~~2023,~~2024 exchange rate.

Note 9 - Accrued Expenses and Other Payables

Accrued expenses and other payables totaled $12,~~787~~403 and $2,429 at ~~October~~January 31, ~~2023~~2024 and July 31, 2023, respectively, and consisted primarily of withholding taxes.

Note 10 - Shareholder Equity

Preferred Stock

The authorized preferred stock of the Company consists of 200,000,000 ~~shares~~ shares with a par value of $0.0001. There were 0 and 1,000,000 Series A preferred shares issued and outstanding as of ~~October~~January 31, ~~2023~~ 2024 and July 31, 2023, respectively. 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 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 August 17, 2023, our majority shareholder, White Knight Co., Ltd., and Koichi Ishizuka, our sole Officer and Director, executed a resolution to ratify, affirm, and approve to file an Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation was filed with the Nevada Secretary of State on August 17, 2023, effective immediately. The Amended and Restated Certificated of Incorporation revised the rights of Series A Preferred Stock, now allowing each one (1) share of Series A Preferred Stock to be converted into one thousand (1,000) shares of Common Stock at the discretion of the holder(s) of Series A Preferred Stock. It also resulted in an increase to the authorized shares of our Common Stock from One Billion Five Hundred Million (1,500,000,000) to Five Billion (5,000,000,000).

Common Stock

The authorized common stock of the Company consists of 5,000,000,000 shares with a par value of $0.0001. There were 2,072,642,444 and 1,070,718,679 shares of common stock issued and outstanding as of ~~October~~Janaury 31, ~~2023~~2024 and July 31, 2023, respectively.

On August 17, 2023, our majority shareholder, White Knight Co., Ltd., and Koichi Ishizuka, our sole Officer and Director, executed a resolution to ratify, affirm, and approve to file an Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation was filed with the Nevada Secretary of State on August 17, 2023, effective immediately. The Amended and Restated Certificated of Incorporation resulted in an increase to the authorized shares of our Common Stock from One Billion Five Hundred Million (1,500,000,000) to Five Billion (5,000,000,000). It also revised the rights of Series A Preferred Stock, now allowing each one (1) share of Series A Preferred Stock to be converted into one thousand (1,000) shares of Common Stock at the discretion of the holder(s) of Series A Preferred Stock.

On August 9, 2023, the Company sold 434,783 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $10,000, which was received by the Company prior to July 31, 2023 and was recorded as shares payable at that time (see Shares payable). Takahiro Fujiwara is not a related party to the Company.

The total subscription amount paid by Shokafulin LLP was approximately $34,247. Shokafulin LLP and Mr. Watanabe are not related parties to the Company.

Shares payable

During the period ended July 31, 2023, the Company received funds totaling approximately $10,000 to be used to finalize the sale of common shares which took place August 9, 2023 (see Common shares).

Note 11 - Related-Party Transactions

Partnership and Licensing agreement

During the periods ended ~~October~~January 31, ~~2023~~2024 and July 31, 2023, we operated a ghost kitchen, called Next Restaurant, in partnership with Next Meats Holdings, Inc. (Next Meats). Our CEO, Koichi Ishizuka, is the majority shareholder and CEO of Next Meats. The Company has a licensing agreement with Next Meats related to the Next Restaurant operations whereby the Company pays a 1% royalty fee to Next Meats based on revenue earned from selling Next Meats products. As of ~~October~~January 31, ~~2023~~2024, the royalty liability owed to Next Meats was approximately $4443.

Note 12 - Subsequent Events

On November 3, 2023, the Board, along with White Knight Co., Ltd., and Koichi Ishizuka, “the Consenting Stockholders”, as well as our Board of Directors, consisting solely of Koichi Ishizuka, approved the following:

To conduct a 100 to 1 Reverse Stock Split, affecting only the outstanding Common Shares of the Company. Accordingly, the Company will file a Certificate of Change with the Nevada Secretary of State on December 6, 2023.

In connection with the Reverse Stock Split, the Company will file with the Financial Industry Regulatory Authority (FINRA) an Over-The-Counter (OTC) Corporate Action for the Reverse Stock Split to be processed by FINRA and published on the FINRA Daily List.

Pursuant to the proposed action, there is to be no change in the quantity of our authorized shares of Common or Preferred Stock.

On December 6, 2023, the Certificate of Change was filed with the Nevada Secretary of State in accordance with the above. The FINRA Corporate Action remains pending as of January 31, 2024.

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

WB Burgers Asia, Inc., operates through its two wholly owned subsidiaries, WB Burgers Japan Co., Ltd and Store Foods, Ltd., which share the same business plan. WB Burgers Japan Co., Ltd. holds the rights to the “Master Franchise Agreement” with Jakes’ Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan. The Master Franchise Agreement provides WBBJ the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties (“Franchisees”) to establish and operate Wayback Burgers restaurants in the Country of Japan. It should be noted that the above operations are primarily conducted, at this time, through WB Burgers Japan Co., Ltd.

Liquidity and Capital Resources

Our cash balance is $3730,~~889~~604 as of ~~October~~January 31, ~~2023~~2024 and $161,213 as of July 31, 2023. We have been utilizing available cash balances and funds from our Chief Executive Officer, Koichi Ishizuka, and may continue to do so in the future.

Mr. Ishizuka has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we may require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing, although the Company may seek to sell shares of its common stock in the future to fund its operations.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or scale back operations entirely.

Our total assets as of ~~October~~January 31, ~~2023~~2024 were $~~963~~1,~~583~~423,490 and $1,259,223 as of July 31, 2023. ~~For~~These ~~both~~were comprised primarily of ~~these~~equipment ~~periods,~~and ~~our~~right ~~total~~of use assets ~~were~~for ~~primarily~~the quarter ended January 31, 2024, and were comprised primarily of equipment ~~and deposits~~for the quarter ended July 31, 2023.

Liabilities

Our total liabilities were $~~319~~531,~~102~~624 as of ~~October~~January 31, ~~2023~~2024, and $413,056 as of July 31, 2023. For both periods, our total liabilities were primarily comprised of accounts payable and short term lease liabilities.

Revenues

The company generated $~~142~~146,~~992~~849 in revenue for ~~the~~ the three months ended ~~October~~January 31, ~~2023~~2024, and our cost of revenue was $~~284~~271,~~506~~137, while our gross loss was $~~141~~124,~~514~~288. The company generated $~~106~~161,~~138~~085 in revenue for the three months ended ~~October~~January 31, ~~2022~~2023, and our cost of revenue was $~~271~~312,~~841~~950, while our ~~gross~~ gross loss was $~~165~~151,~~703~~865. We believe that, for both periods, our gross loss was attributable to a small number of customers visiting our Wayback Burgers restaurant locations during these quarters, as we had not, as of ~~October~~January 31, ~~2023~~2024, conducted sufficient marketing efforts to attract enough customers to become profitable.

The company generated $289,841 in revenue for the six months ended January 31, 2024, and our cost of revenue was $555,643, while our gross loss was $265,802. The company generated $267,226 in revenue for the six months ended January 31, 2023, and our cost of revenue was $584,791, while our gross loss was $317,568. We believe that, for both periods, our gross loss was attributable to a small number of customers visiting our Wayback Burgers restaurant locations during these quarters, as we had not, as of January 31, 2024, conducted sufficient marketing efforts to attract enough customers to become profitable.

The revenue generated is from our Wayback Burgers restaurant locations. We offer an array of quick bites, including, but not limited to, traditional hamburgers, fries, shakes, and other alternatives.

Operating Expenses

Our total operating expenses were $~~132~~112,~~279~~790 for the three months ended ~~October~~January 31, ~~2023~~2024, and $1311,~~108,035~~603 for the three months ended ~~October~~January 31, ~~2022~~2023. For both periods, our total operating expenses were solely comprised of general and administrative expenses. The variance between periods is primarily attributable to the fact that during the period ended October 31, 2022, a loan of approximately $917,895 from WBBJ to related party White Knight Co., Ltd., owned and controlled by Koichi Ishizuka, was forgiven and fully expensed as a general and administrative expense.

Our total operating expenses were $245,069 for the six months ended January 31, 2024, and $1,419,638 for the six months ended January 31, 2023. For both periods, our total operating expenses were solely comprised of general and administrative expenses. The significant variance between periods is primarily attributable to the fact that during the period ended October 31, 2022, a loan of approximately $917,895 from WBBJ to related party White Knight Co., Ltd., owned and controlled by Koichi Ishizuka, was forgiven and fully expensed as a general and administrative expense.

Net Income/Loss

We recorded a net loss of $~~455~~19,~~769~~991 and $1319,~~263,246~~972 for the three months ended ~~October~~January 31, ~~2023~~2024 and ~~October~~January 31, ~~2022~~2023, respectively. The variance between periods is primarily attributable to a difference in general and administrative expenses between periods.

We recorded a net loss of $475,760 and $1,583,218 for the six months ended January 31, 2024 and January 31, 2023, respectively. The variance between periods is primarily attributable to a difference in general and administrative expenses between periods.

We believe we will need additional revenue to cover our expenses going forward. The variance in net loss is primarily attributable to a variance between general and administrative expenses between periods.

Cash flows

For the ~~three~~six months ended ~~October~~January 31, ~~2023~~2024, we had negative cash flows from operating activities in the amount of $~~138~~149,~~720~~727. For the ~~three~~six months ended ~~October~~January 31, ~~2022~~2023, we had negative cash flows from operating activities in the amount of $1,~~242~~521,~~762~~777. The variance between periods is the result of a significantly larger net loss during the ~~nine~~six months ended ~~October~~January 31, ~~2022~~2023.

For the ~~three~~six months ended ~~October~~January 31, ~~2023~~2024, we ~~had~~ ~~positive~~did not have any cash flows from ~~financing~~investing activities. inFor the ~~amount~~six ~~of $34,247 and for the three~~ months ended ~~October~~January 31, ~~2022~~2023, we had ~~positive~~ negative cash flows from investing ~~financing~~ activities in the amount of $112,~~255,789~~241. The variance between periods is the result of ~~greater cash received from~~ the ~~sale~~purchase of ~~stock~~fixed ~~for~~assets during the six ~~three~~ months ended ~~October~~January 31, ~~2022~~2023.

For the six months ended January 31, 2024, we had positive cash flows from financing activities in the amount of $34,247 and for the six months ended January 31, 2023, we had positive cash flows from financing activities in the amount of $1,563,481. The variance between periods is the result of greater cash received from the sale of stock for the six months ended January 31, 2023.

Partnership and Licensing agreement

During the periods ended January 31, 2024 and July 31, 2023, we operated a ghost kitchen, called Next Restaurant, in partnership with Next Meats Holdings, Inc. (Next Meats). Our CEO, Koichi Ishizuka, is the majority shareholder and CEO of Next Meats. The Company has a licensing agreement with Next Meats related to the Next Restaurant operations whereby the Company pays a 1% royalty fee to Next Meats based on revenue earned from selling Next Meats products. As of January 31, 2024, the royalty liability owed to Next Meats was approximately $43.

Going Concern

Change in Registered Public Accounting Firm

On May 20, 2022, WB Burgers Asia Inc. (the “Company”) dismissed its independent registered public accounting firm, BF Borgers CPA PC (“BFG”) effective immediately. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka. The report of BFG on the Company’s financial statements for fiscal years ended July 31, 2021 and 2020 included in the Company’s annual report on Form 10-K for the year ended July 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle.

On May 20, 2022, the Company engaged M&K CPAS, PLLC (“M&K”) as its new independent registered public accountant for the fiscal year ending July 31, 2022 and for the financial periods going forward. This decision was approved by the Company’s Board of Directors, comprised solely of Koichi Ishizuka.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

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ITEM 4

CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of ~~October~~January 31, ~~2023~~2024, we carried out an evaluation, under the supervision of our chief executive officer, Koichi Ishizuka, who also serves as our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. Our officer, Koichi Ishizuka, concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above evaluation.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that have occurred for the fiscal quarter ended ~~October~~January 31, ~~2023~~2024, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II-OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A

RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On or about July 1, 2021, we sold 9,090,909 shares of restricted common stock to SJ Capital Co., Ltd., a Japanese Company, at a price of $0.20 per share of common stock. The total subscription amount paid by SJ Capital Co., Ltd. was approximately $1,818,181.80 or approximately 200,000,000 Japanese Yen.

SJ Capital Co., Ltd., is owned and controlled by Senju Pharmaceutical Co., Ltd., a Japanese Company.

Mr. Takeshi Sugisawa, the President of SJ Capital Co., Ltd., authorized the above transaction on behalf of SJ Capital Co., Ltd. Both SJ Capital Co., Ltd., and Senju Pharmaceutical Co., Ltd. are considered non-related parties to the Company.

The proceeds from the above sale of shares are to be used by the Company for working capital.

On August 24, 2021, we sold 1,363,636 shares of restricted common stock to Yasuhiko Miyazaki, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Yasuhiko Miyazaki was approximately $272,727 or approximately 30,000,000 Japanese Yen. Mr. Yasuhiko Miyazaki is not a related party to the Company. The proceeds from the above sale of shares are to be used by the Company for working capital.

On October 22, 2021, we sold 2,252,252 shares of restricted common stock to Shokafulin LLP, a Japan Company, which is controlled by Takuya Watanabe, a Japanese Citizen, at a price of $0.20 per share of common stock. The total subscription amount paid by Shokafulin LLP was approximately $450,450 or approximately 50,000,000 Japanese Yen. Shokafulin LLP and Mr. Watanabe are not related parties to the Company.

On December 27, 2021, we sold 1,315,789 shares of restricted Common Stock to Takahiro Fujiwara, Japanese Citizen, at a price of $0.20 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $263,158. Takahiro Fujiwara is not a related party to the Company.

On August 8, 2022, we sold 1,586,538 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $50,769. Takahiro Fujiwara is not a related party to the Company.

On August 8, 2022, we sold 2,403,846 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Shokafulin LLP was approximately $76,923. Shokafulin LLP is not a related party to the Company.

On August 12, 2022, we sold 32,065,458 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $1,026,094. Asset Acceleration Axis, LLC is not a related party to the Company.

On September 13, 2022, we sold 7,262,324 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $232,395. Asset Acceleration Axis, LLC is not a related party to the Company.

On February 6, 2023, we sold 10,033,445 shares of restricted Common Stock to Kazuya Iwasaki, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Kazuya Iwasaki was approximately $230,769. Kazuya Iwasaki is not a related party to the Company.

On February 6, 2023, we sold 3,344,482 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Shokafulin LLP was approximately $76,923. Shokafulin LLP is not a related party to the Company.

On or about September 12, 2023, we sold 1,488,982 shares of restricted common stock to Shokafulin LLP, a Japanese Company, which is controlled by Takuya Watanabe, a Japanese citizen, at a price of approximately $0.023 per share of common stock. The total subscription amount paid by Shokafulin LLP was approximately $34,247. Shokafulin LLP and Mr. Watanabe are not related parties to the Company.

The proceeds from these sales went to the Company to be used as working capital.

In regards to all of the above transactions, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5

OTHER INFORMATION

None.

ITEM 6

EXHIBITS

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
3.1		Restated Articles of Incorporation (1)
3.1 (i)		Certificate of Amendment (2)
3.1 (ii)		Certificate of Amendment (3)
3.1 (iii)		Amended and Restated Certificate of Incorporation (4)
3.1 (iv)		Certificate of Change (5)
3.2		By-laws (6)
31		Certification of the Company’s Principal Executive and ~~Principal~~Prinipal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (7)
32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

_________________

(1)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on March 4, 2021, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on June 22, 2021, and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on July 8, 2021, and incorporated herein by this reference.
(4)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on August 21, 2023, and incorporated herein by this reference.
(5)	Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on December 7, 2023, and incorporated herein by this reference.
(6)	Filed as an exhibit to the Company's Form 10-12G, as filed with the SEC on December 28, 2020, and incorporated herein by this reference.
(7)	Filed herewith.

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Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

WB Burgers Asia, Inc.

(Registrant)

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Chief Executive Officer ~~and Chief Financial Officer~~

Dated: March 1428, 2024

By: /s/ Koichi Ishizuka

Name: Koichi Ishizuka

Chief Financial Officer

Dated: March 28, 2024

-6-

October 31,

January 31,

Current JPY:US$1 exchange rate

~~149~~147.5155

~~148~~130.2647

Average JPY:US$1 exchange rate

~~141~~138.6385

Filing Compare · WB Burgers Asia, Inc.