Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2023 | Aug. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-56233 | |
Entity Registrant Name | WB Burgers Asia, Inc. | |
Entity Central Index Key | 0001787412 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | NV | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Shares issued and outstanding | 1,070,718,679 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 161,954 | $ 126,669 |
Accounts receivable | 14,256 | 11,337 |
Advance payments | 43,186 | |
Inventories | 6,525 | 4,568 |
Prepaid expenses | 36,156 | 51,526 |
Total Current Assets | 262,077 | 194,100 |
Equipment and leasehold improvement, net depreciation | 798,888 | 805,882 |
Right of use asset | 301,101 | 442,025 |
Deposits | 273,526 | 265,115 |
Franchise rights | 2,062,406 | 2,053,493 |
TOTAL ASSETS | 3,697,998 | 3,760,615 |
Current Liabilities | ||
Accounts payable | 320 | 819 |
Income tax payable | 64 | 520 |
Lease liability, short term | 325,513 | 330,066 |
Accrued expenses and other payables | 1,740 | 5,040 |
Total Current Liabilities | 327,637 | 336,445 |
Lease liability, long term | 148,822 | |
TOTAL LIABILITIES | 327,637 | 485,267 |
Preferred stock ($0.0001 par value, 200,000,000 shares authorized; 1,000,000 issued and outstanding as of January 31, 2023 and July 31, 2022) | 100 | 100 |
Common stock ($0.0001 par value, 1,500,000,000 shares authorized, 1,057,340,752 and 1,014,022,586 shares issued and outstanding as of January 31, 2023 and July 31, 2022, respectively) | 105,734 | 101,402 |
Subscription payable | 307,692 | 130,392 |
Additional paid-in capital | 6,654,223 | 5,272,374 |
Accumulated deficit | (3,348,953) | (1,765,735) |
Accumulated other comprehensive income | (348,435) | (463,185) |
Total Stockholders’ Equity | 3,370,361 | 3,275,348 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ 3,697,998 | $ 3,760,615 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Jan. 31, 2023 | Jul. 31, 2022 |
Statement of Financial Position [Abstract] | ||
preferred par value | $ 0.0001 | |
preferred shares authorized | 200,000,000 | |
preferred stock issued | 1,000,000 | 1,000,000 |
common par value | $ 0.0001 | |
common shares authorized | 1,500,000,000 | |
common stock issued | 1,057,340,752 | 1,014,022,586 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 161,085 | $ 267,223 | ||
Cost of revenue | 312,950 | 584,791 | ||
Gross profit (loss) | (151,865) | (317,568) | ||
Operating expenses | ||||
General and administrative expenses | 311,603 | 188,577 | 1,419,638 | 353,829 |
Total operating expenses | 311,603 | 188,577 | 1,419,638 | 353,829 |
Net operating loss | (463,468) | (188,577) | (1,737,206) | (353,829) |
Other Income (Loss) | ||||
Gain on foreign currency exchange | 64,554 | 2,546 | 64,554 | |
Interest credit (expense) | 5,233 | 240 | (6,463) | |
Other income | 138,323 | 151,502 | ||
Total other income (loss) | 143,556 | 64,794 | 154,048 | 58,091 |
Income (loss) before income taxes provision | (319,912) | (123,783) | (1,583,158) | (295,738) |
Provision for income taxes | 60 | 60 | ||
Net loss | (319,972) | (123,783) | (1,583,218) | (295,738) |
Currency translation adjustment | 412,405 | (75,269) | 114,750 | (74,882) |
Comprehensive Income (Loss) | $ 92,433 | $ (198,665) | $ (1,468,468) | $ (370,619) |
Basic and Diluted net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and Diluted | 1,057,340,752 | 1,012,957,083 | 1,053,339,389 | 889,480,647 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Notes Payable, Other Payables [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total |
shares issued, as of | 509,090,909 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | $ 50,909 | $ 100 | $ 1,955,557 | $ (773) | $ (198,153) | $ (10,552) | |
Beginning balance, value at Jul. 31, 2021 | 50,909 | 100 | 1,955,557 | (773) | (198,153) | (10,552) | |
Common shares sold | 362 | 722,816 | 723,178 | ||||
Net loss | (171,955) | (171,955) | |||||
Foreign currency translation | 101,722 | 101,722 | |||||
Beginning balance, value at Jul. 31, 2021 | 50,909 | 100 | 1,955,557 | (773) | (198,153) | (10,552) | |
Net loss | $ (295,738) | ||||||
shares issued, as of | 1,012,706,797 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 101,271 | 100 | 2,657,773 | 100,949 | (370,108) | $ 2,489,985 | |
Beginning balance, value at Oct. 31, 2021 | 101,271 | 100 | 2,657,773 | 100,949 | (370,108) | 2,489,985 | |
Common shares sold | 131 | 263,026 | 263,157 | ||||
Net loss | (123,783) | (123,783) | |||||
Foreign currency translation | (176,604) | $ (176,604) | |||||
shares issued, as of | 1,014,022,586 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 101,402 | 100 | 5,250,051 | (75,655) | (493,891) | $ 4,782,007 | |
shares issued, as of | 1,014,022,586 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 101,402 | 100 | $ 130,392 | 5,272,374 | (463,185) | (1,765,735) | $ 3,275,348 |
Beginning balance, value at Jul. 31, 2022 | 101,402 | 100 | 130,392 | 5,272,374 | (463,185) | (1,765,735) | 3,275,348 |
Common shares sold | 4,332 | (130,392) | 1,381,849 | 1,255,789 | |||
Net loss | (1,263,246) | (1,263,246) | |||||
Beginning balance, value at Jul. 31, 2022 | 101,402 | 100 | 130,392 | 5,272,374 | (463,185) | (1,765,735) | 3,275,348 |
Net loss | $ (1,583,218) | ||||||
shares issued, as of | 1,057,340,752 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 105,734 | 100 | 6,654,223 | (760,840) | (3,028,981) | $ 2,970,236 | |
Beginning balance, value at Oct. 31, 2022 | 105,734 | 100 | 6,654,223 | (760,840) | (3,028,981) | 2,970,236 | |
Net loss | (319,972) | (319,972) | |||||
Cash received for shares not yet issued | 307,692 | 307,692 | |||||
Foreign currency translation | 412,405 | $ 412,405 | |||||
shares issued, as of | 1,057,340,752 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | $ 105,734 | $ 100 | $ 307,692 | $ 6,654,223 | $ (348,435) | $ (3,345,953) | $ 3,370,361 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) Continued - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Receivables from Stockholder [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total |
shares issued, as of | 509,090,909 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | $ 50,909 | $ 100 | $ (1,818,192) | $ 1,955,557 | $ (773) | $ (198,153) | $ (10,552) |
Beginning balance, value at Jul. 31, 2021 | 50,909 | 100 | (1,818,192) | 1,955,557 | (773) | (198,153) | (10,552) |
Common shares sold | 362 | 722,816 | 723,178 | ||||
Common shares issued for controlling interest of subsidiary | 50,000 | (50,000) | |||||
Cash received by subsidiary for common shares sold | 1,818,192 | 1,818,192 | |||||
Expenses paid on behalf of the Company and contributed to capital | 29,400 | 29,400 | |||||
Net profit | (171,955) | (171,955) | |||||
Foreign currency translation | 101,722 | 101,722 | |||||
Beginning balance, value at Jul. 31, 2021 | 50,909 | 100 | (1,818,192) | 1,955,557 | (773) | (198,153) | (10,552) |
Net profit | $ (295,738) | ||||||
shares issued, as of | 1,012,706,797 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 101,271 | 100 | 2,657,773 | 100,949 | (370,108) | $ 2,489,985 | |
Beginning balance, value at Oct. 31, 2021 | 101,271 | 100 | 2,657,773 | 100,949 | (370,108) | 2,489,985 | |
Common shares sold | 131 | 263,026 | 263,157 | ||||
Expenses paid on behalf of the Company and contributed to capital | 11,980 | 11,980 | |||||
Net profit | (123,783) | (123,783) | |||||
Foreign currency translation | (176,604) | (176,604) | |||||
Forgiveness of related party loan | 2,317,272 | $ 2,317,272 | |||||
shares issued, as of | 1,014,022,586 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 101,402 | 100 | 5,250,051 | (75,655) | (493,891) | $ 4,782,007 | |
shares issued, as of | 1,014,022,586 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 101,402 | 100 | 5,272,374 | (463,185) | (1,765,735) | $ 3,275,348 | |
Beginning balance, value at Jul. 31, 2022 | 101,402 | 100 | 5,272,374 | (463,185) | (1,765,735) | 3,275,348 | |
Common shares sold | 4,332 | 1,381,849 | 1,255,789 | ||||
Net profit | (1,263,246) | (1,263,246) | |||||
Beginning balance, value at Jul. 31, 2022 | 101,402 | 100 | 5,272,374 | (463,185) | (1,765,735) | 3,275,348 | |
Net profit | $ (1,583,218) | ||||||
shares issued, as of | 1,057,340,752 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | 105,734 | 100 | 6,654,223 | (760,840) | (3,028,981) | $ 2,970,236 | |
Beginning balance, value at Oct. 31, 2022 | 105,734 | 100 | 6,654,223 | (760,840) | (3,028,981) | 2,970,236 | |
Net profit | (319,972) | (319,972) | |||||
Foreign currency translation | 412,405 | $ 412,405 | |||||
shares issued, as of | 1,057,340,752 | ||||||
Preferred stock issued and outstanding, as of | 1,000,000 | ||||||
Balance, value | $ 105,734 | $ 100 | $ 6,654,223 | $ (348,435) | $ (3,345,953) | $ 3,370,361 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,583,218) | $ (295,738) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 42,842 | 482 |
Amortization | 52,853 | |
Expenses paid on behalf of the Company and contributed to capital | 41,380 | |
Changes in current assets and liabilities: | ||
Accounts receivable | (2,406) | |
Inventories | (1,702) | |
Other assets | 145,599 | (310,697) |
Accounts payable | (1,049) | 78,686 |
Prepaid expenses | (16,301) | (36,485) |
Accrued expenses and other payables | (158,395) | 261,358 |
Net cash used in operating activities | (1,521,777) | (261,014) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (12,241) | (744,261) |
Net cash used in investing activities | (12,241) | (744,261) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash received from the sale of stock | 1,563,481 | 2,804,527 |
Borrowings on debt | 2,663,833 | |
Principal payments on debt | (2,910,093) | |
Net cash provided by financing activities | 1,563,481 | 2,558,267 |
Net effect of exchange rate changes on cash | 5,822 | (163,934) |
Net increase in cash and cash equivalents | 35,285 | 1,389,058 |
Beginning cash and cash equivalents balance | 126,669 | 30,021 |
Ending cash and cash equivalents balance | 161,954 | 1,419,079 |
Forgiveness of loan from related party | 2,317,272 | |
Shares issued for controlling interest of subsidiary | 50,000 | |
Interest | 10,678 | |
Income taxes | $ 60 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 6 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1 - Organization and Description of Business | Note 1 - Organization and Description of Business We were originally incorporated in the state of Nevada on August 30, 2019, under the name Business Solutions Plus, Inc. On August 30, 2019, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, and Director of Business Solutions Plus, Inc. On March 3, 2021, Business Solutions Plus, Inc. (the “Company” or “Successor”) transmuted its business plan from that of a blank check shell company to forming a holding company that is a business combination related shell company. The reason for the change being that our former sole director desired to complete a holding company reorganization (“Reorganization”) pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The constituent corporations in the Reorganization were InterActive Leisure Systems, Inc. (“IALS” or “Predecessor”), the Company and Business Solutions Merger Sub, Inc. (“Merger Sub”). Our former director was the sole director/officer of each constituent corporation in the Reorganization. In preparation of the Reorganization, our former sole and controlling shareholder, Flint Consulting Services, LLC cancelled and returned to the Company’s treasury all issued and outstanding common shares of the Company held and owned by it. The Company issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of IALS and Merger Sub was a wholly owned and direct subsidiary of the Company. On March 22, 2021, the company filed articles of merger with the Nevada Secretary of State. The merger became effective on March 31, 2021 at 4:00 PM EST(“Effective Time”). At the Effective Time, Predecessor merged with and into Merger Sub (the “Merger), and Predecessor was the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. In addition, the new ticker symbol “BSPI” was announced April 14, 2021 on the Financial Industry Regulatory Authority’s daily list with a market effective date of April 15, 2021. The Company received a new CUSIP Number 12330M107. On May 4, 2021, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company (“FLINT”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on May 7, 2021, (“Closing Date”) , FLINT sold 405,516,868 shares of the Company’s Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the “Purchase Price”). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder. The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka. On the Closing Date, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer. In addition, Mr. Moody resigned as Director on the Closing Date. Also on the Closing Date, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. On June 18, 2021, our majority shareholder, White Knight Co., Ltd., a Japan Company, and our sole Director Mr. Koichi Ishizuka, executed a resolution to ratify, affirm, and approve a name and ticker symbol change of the Company from Business Solutions Plus, Inc., to WB Burgers Asia, Inc. A Certificate of Amendment to change our name was filed with the Nevada Secretary of State with an effective date of July 2, 2021. On July 1, 2021, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000. On September 14, 2021 we entered into an “Acquisition Agreement” with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. has agreed to, and has subsequently forgiven any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through. In regards to the above transaction, the Company claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales/issuances of the stock since the sales/issuances of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. On September 14, 2021, we acquired 100% of the equity interest of WB Burgers Japan Co., Ltd., a Japan Company. Following the acquisition, we ceased to be a shell company and adopted the same business plan as that of our now wholly owned subsidiary, WB Burgers Japan Co., Ltd. rights right of first refusal On February 9, 2022, we incorporated Store Foods Co., Ltd. (“Store Foods”), a Japan Company. Store Foods is now a wholly owned subsidiary of the Company and currently Koichi Ishizuka is the sole Officer and Director. As of July 31, 2022, operations for Store Foods had not yet commenced. As a result, we now have two wholly owned subsidiaries, WB Burgers Japan Co., Ltd, and Store Foods Co., Ltd., both of which are Japan Companies. While our plans for Store Foods are not definitive and may change, the intended business purpose of the Company is as follows: 1. Food sales; 2. Food wholesale and retail; 3. Chain organizations consisting of food retailers as members; 4. Restaurants; 5. Manufacturing and sales of boxed lunches for catering; 6. Alcohol sales; 7. Health supplement and health drink sales; 8. Manufacturing and sales of functional foods; 9. Lease of goods related to restaurant management; 10. System development; 11. Delivery; 12. Application development and sales; 13. Advertising; 14. Management consulting; 15. All businesses incidental to any of the above. The Company’s main office is located at 3F K’s Minamiaoyama 6-6-20 Minamiaoyama, Minato-ku, Tokyo 107-0062, Japan. The Company has elected July 31st as its year end. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at January 31, 2023 and July 31, 2022 were $ 161,954 126,669 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: January 31, 2023 2022 Current JPY:US$1 exchange rate 130.47 115.44 Average JPY:US$1 exchange rate 138.85 112.65 Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Inventory Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out (“FIFO”) method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. Fixed assets and depreciation Property, plant and equipment are stated at cost less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the respective assets. ROU lease assets and liabilities The Company capitalizes all leased assets pursuant to ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company adopted the standard in the third quarter of fiscal year 2022. Franchise Rights and amortization Franchise rights are stated at cost less amortization. Initial cost of the asset comprises the deposit and fees paid to the franchisor. Amortization is calculated using the straight-line method over the life of the recognized asset, which is the duration of the contract held between the Company and the franchisor. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” 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 January 31, 2023 and July 31, 2022 except for accruals of $64 and $520, respectively, for Japanese income taxes payable by our wholly owned subsidiary, WB Burgers Japan Co., Ltd. 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 January 31, 2023 and, thus, anti-dilution issues are not applicable. F-5 Table of Contents Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2023 and July 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Share-Based Compensation ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The Company had no stock-based compensation plans as of January 31, 2023. The Company’s stock-based compensation for the periods ended January 31, 2023 and January 31, 2022 were $0 for both periods. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 3 - Going Concern
Note 3 - Going Concern | 6 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 3 - Going Concern | Note 3 - Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital and the sale of shares of stock. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. |
Note 4 - Income Taxes
Note 4 - Income Taxes | 6 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Note 4 - Income Taxes | 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 January 31, 2023, the Company has incurred a net loss of approximately $3,295,946 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $692,149 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, 2022, we have completed three taxable fiscal years as of January 31, 2023. F-6 Table of Contents |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 5 - Commitments and Contingencies | 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 January 31, 2023 and July 31, 2022. |
Note 6 - Fixed Assets
Note 6 - Fixed Assets | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Note 6 - Fixed Assets | 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 January 31, 2023 and July 31, 2022 fixed assets Estimated Useful Life January 31, July 31, (approx.. years) 2023 2022 Furniture fixtures and equipment 5 $ 43,951 $ 48,408 Furniture fixtures and equipment 6 14,689 16,178 Furniture fixtures and equipment 8 162,345 178,807 Software 8 13,030 - Leasehold improvement Remaining Lease Term 656,344 636,158 920,490 879,551 Accumulated depreciation (121,601 ) (73,669) Net book value $ 798,888 $ 805,882 Total depreciation expense for the periods ended January 31, 2023 and 2022, was $ 42,842 482 |
Note 7 - Right of Use Asset
Note 7 - Right of Use Asset | 6 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Note 7 - Right of Use Asset | Note 7 - Right of Use Asset The Company capitalizes all leased assets pursuant to ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company adopted the standard in the third quarter of fiscal year 2022. Our adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed below. We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the ROU assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability. Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. The tables below present financial information associated with our leases 301,101 Balance Sheet Classification January 31, 2023 July 31, 2022 Right-of-use assets Lease asset long $ 301,101 $ 442,025 Current lease liabilities Short-term lease liability 325,513 330,066 Non-current lease liabilities Lease liability long term - 148,822 Maturities of lease liabilities as of January 31, 2023 are as follows: 2023 325,513 2024 - 2025 and beyond - Total 325,513 Add(Less): Imputed interest - Present value of lease liabilities 325,513 |
Note 8 - Deposits
Note 8 - Deposits | 6 Months Ended |
Jan. 31, 2023 | |
Note 8 - Deposits | 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 $273,526 at the January 31, 2023 exchange rate. |
Note 9 - Franchise Rights
Note 9 - Franchise Rights | 6 Months Ended |
Jan. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Note 9 - Franchise Rights | Note 9 - Franchise Rights On June 9, 2021, our wholly owned subsidiary, WB Burgers Japan Co., Ltd (WBBJ), entered into a Master Franchise Agreement with Wayback Burgers. Compensation of approximately $2,275,204 was paid by WBBJ to Jake Franchise for these franchise rights. These funds were borrowed from related party White Knight. In addition, White Knight paid approximately $395,673 directly to Jake Franchise which was also considered a loan to the company. These payments were originally combined as a loan to the Company and $2,317,272 of this loan has since been forgiven and is posted as additional paid-in capital. The Franchise rights are being amortized over a 20 year period. The amortization expense was approximately $52,853 a nd $0 for the periods ended January 31, 2023 and 2022, respectively. |
Note 10 - Accrued Expenses and
Note 10 - Accrued Expenses and Other Payables | 6 Months Ended |
Jan. 31, 2023 | |
Payables and Accruals [Abstract] | |
Note 10 - Accrued Expenses and Other Payables | Note 10 - Accrued Expenses and Other Payables Accrued expenses and other payables totaled $1,740 and $5,040 at January 31, 2023 and July 31, 2022, respectively, and consisted primarily of withholding taxes. |
Note 11 - Shareholder Equity
Note 11 - Shareholder Equity | 6 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Note 11 - Shareholder Equity | Note 11 - Shareholder Equity Preferred Stock The authorized preferred stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 1,000,000 Series A preferred shares issued and outstanding as of January 31, 2023 and July 31, 2022. Of the 200,000,000 shares of preferred stock, 1,000,000 shares are designated as Series A Preferred Stock, $0.0001 par value each. Series A Preferred stock pay no dividends, have no right to convert into common stock or any other class of securities of the Corporation, and each share of Series A Preferred Stock shall have voting rights equal to one thousand (1,000) votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation's Certificate of Incorporation or by-laws. Common Stock The authorized common stock of the Company consists of 1,500,000,000 shares with a par value of $0.0001. There were 1,057,340,752 and 1,014,022,586 shares of common stock issued and outstanding as of January 31, 2023 and July 31, 2022, respectively. On August 8, 2022, we sold 1,586,538 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $50,769. Takahiro Fujiwara is not a related party to the Company. On August 8, 2022, we sold 2,403,846 shares of restricted Common Stock to Shokafulin LLP, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Shokafulin LLP was approximately $79,623. Shokafulin LLP is not a related party to the Company. On August 12, 2022, we sold 32,065,458 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $1,026,094. Asset Acceleration Axis, LLC is not a related party to the Company. On September 13, 2022, we sold 7,262,324 shares of restricted Common Stock to Asset Acceleration Axis, LLC, a Japanese Company, at a price of $0.032 per share of Common Stock. The total subscription amount paid by Asset Acceleration Axis, LLC was approximately $232,395. Asset Acceleration Axis, LLC is not a related party to the Company. Additional Paid-In Capital During the period ended July 31, 2022, White Knight forgave a loan to the Company of approximately $2,317,272, which is recorded as additional paid-in capital. The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $55,030 during the period ended July 31, 2022. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. During the year ended July 31, 2022, the Company recognized donated capital from its wholly owned subsidiary, Store Foods, as additional paid-in capital in the amount of $8,673, Shares payable On or about December 30, 2022, the Company received funds totaling approximately $307,692 from two perspective shareholders to be used to finalize the sale of common shares, which took place February 6, 2023. No shares were issued until February 6, 2023 (see Note 13). On or about July 29, 2022, the Company received funds totaling approximately $130,392 from two perspective shareholders to be used to finalize the sale of common shares, which took place August 8, 2022. No shares were issued until August 8, 2022. The $130,392 was reclassed as cash received by subsidiary for the sale of common shares during period ended October 31, 2022. |
Note 12 - Related-Party Transac
Note 12 - Related-Party Transactions | 6 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions [Abstract] | |
Note 12 - Related-Party Transactions | Note 12 - Related-Party Transactions Loan receivable During the period ended January 31, 2023, a loan of approximately $ 917,895 Additional Paid-In Capital During the period ended July 31, 2022, White Knight forgave a loan to the Company of approximately $2,317,272, The Company’s sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $55,030 during the period ended July 31, 2022. These payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 6 Months Ended |
Jan. 31, 2023 | |
Subsequent Events [Abstract] | |
Note 13 - Subsequent Events | Note 13 - Subsequent Events 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 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 The Company intends to use the proceeds from the aforementioned sales of shares for working capital. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at January 31, 2023 and July 31, 2022 were $ 161,954 126,669 |
Revenue Recognition | 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 | 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: January 31, 2023 2022 Current JPY:US$1 exchange rate 130.47 115.44 Average JPY:US$1 exchange rate 138.85 112.65 |
Comprehensive income or loss | Comprehensive income or loss ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying consolidated statements of shareholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. |
Inventory | Inventory Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out (“FIFO”) method, and are valued at the lower of cost or market value. This valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. |
Fixed assets and depreciation | Fixed assets and depreciation Property, plant and equipment are stated at cost less depreciation and impairment loss. The initial cost of the assets comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the respective assets. |
ROU lease assets and liabilities | ROU lease assets and liabilities The Company capitalizes all leased assets pursuant to ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company adopted the standard in the third quarter of fiscal year 2022. |
Franchise Rights and amortization | Franchise Rights and amortization Franchise rights are stated at cost less amortization. Initial cost of the asset comprises the deposit and fees paid to the franchisor. Amortization is calculated using the straight-line method over the life of the recognized asset, which is the duration of the contract held between the Company and the franchisor. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” 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 January 31, 2023 and July 31, 2022 except for accruals of $64 and $520, respectively, for Japanese income taxes payable by our wholly owned subsidiary, WB Burgers Japan Co., Ltd. |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. 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 January 31, 2023 and, thus, anti-dilution issues are not applicable. F-5 Table of Contents |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2023 and July 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
Share-Based Compensation | Share-Based Compensation ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” The Company had no stock-based compensation plans as of January 31, 2023. The Company’s stock-based compensation for the periods ended January 31, 2023 and January 31, 2022 were $0 for both periods. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 6 - Fixed Assets (Tables)
Note 6 - Fixed Assets (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
As of January 31, 2023 and July 31, 2022 fixed assets | As of January 31, 2023 and July 31, 2022 fixed assets Estimated Useful Life January 31, July 31, (approx.. years) 2023 2022 Furniture fixtures and equipment 5 $ 43,951 $ 48,408 Furniture fixtures and equipment 6 14,689 16,178 Furniture fixtures and equipment 8 162,345 178,807 Software 8 13,030 - Leasehold improvement Remaining Lease Term 656,344 636,158 920,490 879,551 Accumulated depreciation (121,601 ) (73,669) Net book value $ 798,888 $ 805,882 |
Note 7 - Right of Use Asset (Ta
Note 7 - Right of Use Asset (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
The tables below present financial information associated with our leases | The tables below present financial information associated with our leases 301,101 Balance Sheet Classification January 31, 2023 July 31, 2022 Right-of-use assets Lease asset long $ 301,101 $ 442,025 Current lease liabilities Short-term lease liability 325,513 330,066 Non-current lease liabilities Lease liability long term - 148,822 Maturities of lease liabilities as of January 31, 2023 are as follows: 2023 325,513 2024 - 2025 and beyond - Total 325,513 Add(Less): Imputed interest - Present value of lease liabilities 325,513 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Accounting Policies [Abstract] | ||
cash, as of | $ 161,954 | $ 126,669 |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Narrative) | Jan. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
[custom:Incurrednetloss-0] | $ 3,295,946 |
[custom:Deferredtaxassetapprox-0] | $ 692,149 |
Note 6 - Fixed Assets (Details
Note 6 - Fixed Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Accounting Policies [Abstract] | ||
total depreciation expense | $ 42,842 | $ 482 |
The tables below present financ
The tables below present financial information associated with our leases (Details) | Jan. 31, 2023 USD ($) |
Leases [Abstract] | |
rou lease liabilities | $ 301,101 |
Note 8 - Deposits (Details Narr
Note 8 - Deposits (Details Narrative) | Jan. 31, 2023 USD ($) |
[custom:Securitydeposits-0] | $ 273,526 |
Note 9 - Franchise Rights (Deta
Note 9 - Franchise Rights (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jun. 09, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |||
[custom:Masterfranchiseagreementcompensation-0] | $ 2,275,204 | ||
[custom:Amortizationexpensesperiod] | $ 52,853 | $ 0 |
Note 10 - Accrued Expenses an_2
Note 10 - Accrued Expenses and Other Payables (Details Narrative) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Payables and Accruals [Abstract] | ||
[custom:Accruedexpensesandpayables-0] | $ 1,740 | $ 5,040 |
Note 12 - Related-Party Trans_2
Note 12 - Related-Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Related Party Transactions [Abstract] | ||
wbbj loan | $ 917,895 | |
loan forgiven | $ 2,317,272 | |
[custom:Paidexpensesbysoleofficer] | $ 55,030 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Narrative) | Feb. 06, 2023 USD ($) |
Subsequent Events [Abstract] | |
subscription iwasaki | $ 230,769 |
subscription shokafulin | $ 76,923 |