8-K/A 1 form8k82421.htm FORM 8-K






Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): August 24, 2021



WB Burgers Asia, Inc.


(Exact name of registrant as specified in its charter)


Nevada   000-56233    00-0000000
(state or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)



3F K’s Minamiaoyama 

6-6-20 Minamiaoyama, Minato-ku,

Tokyo 107-0062, Japan

(address of principal executive offices)   (zip code)


(registrant’s telephone number, including area code)




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



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [X] 

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.  [   ]  



Note: This Amendment to our Form 8-K, originally filed on August 25, 2021, is being filed due to the fact that the Specimen Subscription Agreement previously attached as exhibit 10.1 had a typo in one instance. The 8-K itself has no changes. Exhibit 10.1 has been corrected herein.


“We”, “Us”, and or “The Company” refer to WB Burgers Asia, Inc.


3.02 Unregistered Sales of Equity Securities


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 aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. 


An unsigned copy of the specimen subscription agreement for the sale of shares to Yasuhiko Miyazaki is attached herein as exhibit 10.1. This Form 8-K does not purport to include full details and or terms of the sale of shares to Yasuhiko Miyazaki. For full details and terms one should refer to a copy of the Subscription Agreement attached herein as exhibit 10.1


Following the sale of restricted common shares to Yasuhiko Miyazaki, we now have 510,454,545 shares of common stock issued and outstanding as of the date of this report.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No. Description
10.1 Specimen Subscription Agreement - Yasuhiko Miyazaki





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


  WB Burgers Asia, Inc.
Dated:  August 25, 2021 /s/ Koichi Ishizuka

Koichi Ishizuka

Chief Executive Officer