UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
SCHEDULE 13D/A
AMENDMENT NO. 1
Under the Securities Exchange Act
of 1934
WB Burgers Asia, INC.
|
(Name of Issuer) |
|
Common Stock, par value $0.0001
per share
|
(Title of Class of Securities) |
94684P100 |
|
(CUSIP Number) |
Kiyoshi Noda
+81 35838040
Room 301
1-35-19 Nerima-Ku, Nerima,
Tokyo, Japan 176-0001 |
|
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications) |
|
August 15, 2023
|
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 94684P100 |
|
SCHEDULE 13D |
|
1
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NAME OF REPORTING PERSON
Kiyoshi Noda
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b) [ ] |
3
|
SEC USE ONLY |
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
Sole Voting Power
0 shares of Common Stock (1)
|
8
|
Shared
Voting Power – 0 |
9
|
Sole Dispositive Power
0 shares of Common Stock (1)
|
10
|
Shared Dispositive Power – 0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
of Common Stock (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
13
|
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common: 0%1 |
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
|
|
|
| 1. | Based on 2,071,153,462 shares of Common Stock issued and outstanding as of August 31, 2023. |
CUSIP No. 94684P100 |
|
SCHEDULE 13D |
|
SCHEDULE
13D
This Schedule 13D/A (the “Schedule
13D”) is being filed on behalf of Kiyoshi Noda, (the “Reporting Person”). This 13D, Amendment No. 1, relates to
shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of WB Burgers Asia, Inc., a Nevada corporation
(the “Company”).
Item 1. Security and Issuer.
The security or securities upon which this
report is based is the Common Stock, par value $0.0001 per share, of
WB Burgers Asia, Inc., a Nevada Corporation, with its principal place of business located at 3F K’s Minamiaoyama,
6-6-20 Minamiaoyama, Minato-ku,Tokyo 107-0062, Japan.
Item 2. Identity and Background.
|
(a) |
This Schedule 13D/A, Amendment No. 1 is being filed by (i) Kiyoshi
Noda. |
| (b) | The
address of the business office for the Reporting Person is Room 301 1-35-19 Nerima-Ku, Nerima,
Tokyo, Japan 176-0001. |
| (c) | The
principal employment of Mr. Noda is at Kitano Consulting Firm Co., Ltd, where he holds the
job title of Consultant. The address of Kitano Consulting Firm Co., Ltd is 7F Aoyamadainiwada
Bldg, 5-12-6 Minaiaoyama, Minato-Ku, Tokyo Japan 107-0062. |
| (d) | During
the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding
(excluding violations or similar misdemeanors). |
| (e) | During the last five (5) years, the Reporting Person has
not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgement,
decree, or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. |
| (f) | Kiyoshi Noda is a Citizen of Japan. |
Item 3. Source or Amount of Funds or Other
Consideration.
Kiyoshi Noda purchased 100,909,091
shares of restricted Common Stock (the “Shares”) from White Knight Co., Ltd. (“WKC”) on August 30, 2021 for
consideration of ten thousand ninety one dollars ($10,091). Mr. Noda used personal funds to
acquire the Shares.
On May 22, 2023, Kiyoshi Noda
entered into an agreement with Masayoshi Gomita, a Japanese citizen, to sell 100,909,091 shares of Common Stock of the Issuer, WB
Burgers Asia, Inc. The sale of shares was consummated upon being recorded by the Issuer's transfer agent, on or about August 15,
2023.
The sale of shares was made pursuant to Regulation S promulgated under the Securities Act of 1933. The total amount
paid pursuant to the aforementioned transaction was approximately $148,148. Following the aforementioned transaction, Mr. Noda no longer
retains any securities of the Issuer.
Item 4. Purpose of Transaction.
Mr. Kiyoshi Noda purchased the 100,909,091 shares of restricted Common Stock from White Knight Co., Ltd. on August 30,
2021 for investment purposes.
On May 22, 2023 Kiyoshi Noda entered into an agreement with Masayoshi Gomita, a Japanese citizen, to sell 100,909,091 shares of Common
Stock of the Issuer, WB Burgers Asia, Inc. The sale of shares was consummated upon being recorded by the Issuer's transfer agent, on or
about August 15, 2023.
The sale of shares was made pursuant to Regulation S promulgated under the Securities Act of 1933. The total amount
paid pursuant to the aforementioned transaction was approximately $148,148. Following the aforementioned transaction, Mr. Noda no longer
retains any securities of the Issuer.
Except to the extent provided in this
Statement, none of the Reporting Persons have any current plans or proposals that relate to, or could result in any of the matters referred
to in paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.
Mr. Kiyoshi Noda is not affiliated
with WB Burgers Asia, Inc., and as he now owns no shares of the Issuer, he no longer has any requirement to file further reports.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Common
Stock owned by the Reporting Person is based on 2,071,153,462 shares of Common Stock issued and outstanding as of August 31,
2023.
| a. | Aggregate number of common and preferred shares beneficially owned: 0
Shares of Common Stock. |
Percentage:
Common: 0.00%
| b. | Sole power to vote or direct vote: 0 shares of Common Stock. |
Shared power to vote or
to direct vote: 0
Sole power to dispose or
to direct disposition: 0 shares of Common Stock.
Shared power to dispose
or to direct disposition: 0
| c. | Mr. Kiyoshi Noda has not effected any transactions in
Common Stock during the past 60 days, except as described in this Statement. |
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described in this Statement,
there are no contracts, arrangements, understandings, or relationships other than as disclosed among the persons named in Item
2 hereof and any other person, with respect to the securities of the Company.
Item 7. Material to be Filed
as Exhibits.
Exhibit No. Description
SIGNATURES
After reasonable inquiry and to the
best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete,
and correct.
|
Dated:
September 6, 2023 |
Kiyoshi Noda
By: /s/ Kiyoshi Noda
Name: Kiyoshi Noda
|
|
|
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