ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 14, 2021, we entered into an "Acquisition Agreement" with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agrees to forgive any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021. Following this transaction, WB Burgers Japan Co., Ltd. became our wholly owned subsidiary which we now operate through.

The aforementioned Acquisition Agreement is attached herein as Exhibit 10.1. All references to the Acquisition Agreement and other exhibits to this Current Report are qualified, in their entirety, by the text of such exhibits.

White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka.

WB Burgers Japan Co., Ltd., referred to herein as "WBJ", which we now operate through and share the same business plan of, holds the rights to the "Master Franchise Agreement" with Jakes' Franchising LLC, a Delaware Limited Liability Company, as it pertains to the establishment and operation of Wayback Burger Restaurants within the country of Japan.

The Master Franchise Agreement provides WBJ the right to establish and operate Wayback Burgers restaurants in the country of Japan, and also license affiliated and unaffiliated third parties ("Franchisees") to establish and operate Wayback Burgers restaurants in the Country of Japan. The Master Franchise Agreement, amongst other things, also provides WBJ the right of first refusal to enter into a subsequent Master Franchise Agreement with Jake's Franchising, LLC to establish and operate Wayback Burgers restaurants in the Countries of Indonesia, Malaysia (Eastern Malaysia only, Western Malaysia if it becomes available as it is currently licensed to another party), the Philippines, Vietnam, China, India, Korea, Thailand, Singapore, and Taiwan.

WB Burgers Japan Co., Ltd. seeks to make "Wayback Burgers" a nationally recognized brand, if not a household name, within the country of Japan through the promotion and opening of various Wayback Burgers Restaurants. Currently, it is negotiating a lease space with Arai Co., Ltd., a Japanese realty group for the lease of a space it hopes to make its first Wayback Burgers location in the country of Japan. Our current, and future plans are detailed in more specificity below beginning on page 6.

Information Regarding our Share Structure:

White Knight Co., Ltd. is our controlling shareholder. White Knight Co., Ltd., is owned entirely by our sole officer and Director, Koichi Ishizuka.

Following the issuance of restricted common stock, pursuant to the Acquisition Agreement described above, we now have 1,010,454,545 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding. Our controlling shareholder White Knight Co., Ltd., and our sole officer and Director, Koichi Ishizuka, collectively own 653,698,686 shares of our common stock and 1,000,000 Shares of Preferred Series A Stock.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Effective September 14, 2021, we consummated an "Acquisition Agreement" with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the agreement, on October 1, 2021, White Knight Co., Ltd. agrees to forgive any outstanding loans with WB Burgers Japan Co., Ltd. as of October 1, 2021.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Upon the closing of the "Acquisition Agreement" (as described in Item 1.01 and 2.01, above), we ceased our status as a "shell company," as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act").

Additionally, in connection with the consummation of the closing of the Acquisition Agreement, the Company changed its business focus to that of our wholly owned subsidiary, which is the establishment and operation of Wayback Burger Restaurants within the country of Japan under the Master Franchise Agreement it entered into with Jakes Franchising, LLC, a Delaware Limited Liability Company. A full copy of the Master Franchise Agreement is attached herein as Exhibit 10.2.

Given we are no longer a shell company, we have set forth herein the information, including the information with respect to our new operations, that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act, reflecting our common stock in this Report on Form 8-K.





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                               FORM 10 DISCLOSURE

As disclosed elsewhere in this report, the Company completed an Acquisition Agreement, which caused the Company to cease being defined as a "shell company" under the Securities Act of 1933, as amended. Item 2.01(f) of Form 8-K requires that if a registrant was a shell company, immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the closing of the Acquisition Purchase Agreement, except that information relating to periods prior to the date of the Acquisition Purchase Agreement only relates to the Company, unless otherwise specifically indicated.





                                    Business



Corporate History

We were originally incorporated in the state of Nevada on August 30, 2019, under the name Business Solutions Plus, Inc.

On August 30, 2019, Paul Moody was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

On February 9, 2021, the Company filed, with the Secretary of State of Nevada ("NSOS"), Restated Articles of Incorporation.

On March 4, 2021, Business Solutions Plus, Inc., (the "Company" or "Successor") announced on Form 8-K plans to participate in a holding company reorganization ("the Reorganization" or "Merger") with InterActive Leisure Systems, Inc. ("IALS" or "Predecessor"), the Company and Business Solutions Merger Sub, Inc. ("Merger Sub"), collectively (the "Constituent Corporations") pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250.

Immediately prior to the Reorganization, the Company was a direct and wholly owned subsidiary of Interactive Leisure Systems, Inc. and Business Solutions Merger Sub, Inc. was a direct and wholly owned subsidiary of the Company.

As disclosed in our 8-K filed on March 26, 2021, the above mentioned Reorganization was legally effective as of March 31, 2021.

Each share of Predecessor's common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The control shareholder, (at the time) of the Predecessor, Flint Consulting Services, LLC, ("Flint") a Wyoming limited liability company became the same control shareholder of the Successor. Jeffrey DeNunzio, as sole member of Flint is (was) deemed to be the indirect and beneficial holder of 405,516,868 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock of the Company representing approximately 93.70% voting control of the Company. Paul Moody, (our now former sole officer/director), was the same officer/director of the Predecessor. There are/were no other shareholders or any officer/director holding at least 5% of the outstanding voting shares of the Company.

Immediately prior to the Effective Time, and under the respective articles of incorporation of Predecessor and Successor, the Successor Capital Stock had the same designations, rights, and powers and preferences, and the qualifications, limitations and restrictions thereof, as the Predecessor Capital Stock which was automatically converted pursuant to the reorganization.

Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor, as the holding company, contain provisions identical to the Articles of Incorporation and Bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200.

Immediately prior to the Effective Time, the articles of incorporation of Predecessor stated that any act or transaction by or involving the Predecessor, other than the election or removal of directors of the Predecessor, that requires for its adoption under the NRS or the Articles of Incorporation of Predecessor the approval of the stockholders of the Predecessor, shall require in addition the approval of the stockholders of Successor (or any successor thereto by merger), by the same vote as is required by the articles of Incorporation and/or the bylaws of the Predecessor.

Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor and Merger Sub were identical to the articles of incorporation and bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200;

The Boards of Directors of Predecessor, Successor, and Merger Sub approved the Reorganization, shareholder approval not being required pursuant to NRS 92A.180;

The Reorganization constituted a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code;

Successor common stock traded in the OTC Markets under the Predecessor ticker symbol "IALS" under which the common stock of Predecessor previously listed and traded until the new ticker symbol "BSPI" was announced April 14, 2021 on the Financial Industry Regulatory Authority's daily list with a market effective date of April 15, 2021. The CUSIP Number 45841W107 for IALS's common stock was suspended upon market effectiveness. The Company received a new CUSIP Number 12330M107.

After completion of the Holding Company Reorganization, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The Company abandoned the business plan of its Predecessor and resumed its former business plan of a blank check company after completion of the Merger.

On May 4, 2021, Business Solutions Plus, Inc., a Nevada Corporation (the "Company"), entered into a Share Purchase Agreement (the "Agreement") by and among Flint Consulting Services, LLC, a Wyoming Limited Liability Company ("FLINT"), and White Knight Co., Ltd., a Japan Company ("WKC"), pursuant to which, on May 7, 2021, ("Closing Date") , FLINT sold 405,516,868 shares of the Company's Restricted Common Stock and 1,000,000 Shares of Series A Preferred Stock, representing approximately 93.70% voting control of the Company. WKC paid consideration of three hundred twenty-five thousand dollars ($325,000) (the "Purchase Price"). The consummation of the transactions contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company's largest controlling stockholder.

The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.

On May 7, 2021, Mr. Paul Moody resigned as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

On May 7, 2021, Mr. Koichi Ishizuka was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

A Certificate of Amendment to change our name, from Business Solutions Plus, Inc., to WB Burgers Asia, Inc. was filed with the Nevada Secretary of State on June 18, 2021 with a legal effective date of July 2, 2021. The name change to WB Burgers Asia, Inc., as well as a change of our ticker symbol from BSPI to WBBA, was announced by FINRA, via their "daily list", on July 7, 2021, with a market effective date of both on July 8, 2021. The new CUSIP number associated with our common stock, as of the market effective date of July 8, 2021, is 94684P100.

On July 1, 2021 we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State, resulting in an increase to our authorized shares of common stock from 500,000,000 to 1,500,000,000.

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

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

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

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





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

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

On August 30, 2021, our largest controlling shareholder, White Knight Co., Ltd., a Japanese Company, owned and controlled by our sole officer and Director, Koichi Ishizuka, sold a total of 353,181,818 shares of restricted common stock of the Company to the following parties in the respective quantities:





                                          Common      Price
                                          Shares    Paid Per  Total Amount
                      Name of Purchaser  Purchased    Share     Paid ($)
                      Koichi Ishizuka   101,363,636  $0.0001   10,136.00
                      Rei Ishizuka 1    50,000,000   $0.0001    5,000.00
                      Kiyoshi Noda      100,909,091  $0.0001   10,091.00
                      Yuma Muranushi    100,909,091  $0.0001   10,091.00

1 Rei Ishizuka is the wife of our sole officer and Director, Mr. Koichi Ishizuka.

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

On September 14, 2021 we entered into an "Acquisition Agreement" with White Knight Co., Ltd., a Japan Company, whereas we issued 500,000,000 shares of restricted common stock to White Knight Co., Ltd., in exchange for 100% of the equity interests of WB Burgers Japan Co., Ltd., a Japan Company. Pursuant to the . . .

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Incorporated herein by reference. Please refer to the above financial statements in their entirety beginning on page 17.





                              EXHIBITS TO FORM 8-K



Exhibit Number  Description of Exhibit
3.1              Restated Articles of Incorporation   (1)
3.11             Amendment to our Certificate of Incorporation   (2)
3.12             Amendment to our Certificate of Incorporation   (3)
3.2              Bylaws   (4)
10.1           Acquisition Agreement (5)
10.2           Copy of Master Franchise Agreement (5)

(1) Incorporated herein by reference to the Form 8-K originally filed on March 4, 2021.

(2) Incorporated herein by reference to the Form 8-K originally filed on June 22, 2021.

(3) Incorporated herein by reference to the Form 8-K originally filed on July 8, 2021.

(4) Incorporated herein by reference to the Form 10-12G originally filed on December 28, 2021.

(5) Filed herewith. The Master Franchise Agreement attached herein as an exhibit to this Form 8-K is an unsigned copy of the original agreement. The Company retains a signed copy of the original agreement dated June 9, 2021.

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