Management's Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the audited Financial Statements and notes thereto for the year ended July 31, 2021, included under Item 8 "Financial Statements and Supplementary Data" in this Report. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Report regarding forward-looking statements.

Liquidity and Capital Resources

As of July 31, 2021, and 2020, we had cash and cash equivalents in the amount of $1,818,192 and $0, respectively. The variance in our cash balance from July 31, 2020 to July 31, 2021 is the result of the Company having secured an investment during our 2021 fiscal year.

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 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 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.

The aforementioned sales of shares were 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.

As indicated above, subsequent to our fiscal year ended July 31, 2021, we have secured additional investments and believe that our current cash balance is sufficient to cover our ongoing operating costs given our current demands, however, in order to fully fulfill our business plan, we may require further funding. The exact amount of funding that we may need to fully implement our plan of operations going forward, has not yet been fully determined. We may seek to borrow funds as may be necessary from our management, however, there is no formal commitment, arrangement or legal obligation for management to advance or loan funds to the company.

Additional Paid-In Capital

The Company's sole officer and director, Koichi Ishizuka, paid expenses on behalf of the Company totaling $6,400 during the year ended July 31, 2021. The Company's former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $4,013 during the year ended July 31, 2021. Former related party, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,500 during the year ended July 31, 2021.

The $16,913 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

The Company's former sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $1,074 during the period ended July 31, 2020.

The $1,074 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.





Revenues

For the year ended July 31, 2021, and 2020, we generated no revenue. Prior to our acquisition of WB Burgers Japan Co., Ltd. we had yet to commence material operations.





Net Loss

We recorded a net loss of $126,113 and $2,074 for the year ended July 31, 2021, and 2020, respectively. The greater net loss for the year ended July 31, 2021, as opposed to the year ended July 30, 2020, is attributed to an increase in general and administrative expenses coupled with share-based compensation.

At this point in time we cannot forecast, with any level of specificity, if we will experience a net loss or income going forward, and if so to what extent, as it will depend in large part upon the progression of our developing business objectives.





Notable Events

On September 14, 2021, following our fiscal year ended July 31, 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. Within this section, all references to "the Company", "WB Burgers", and or WBBA refer to WB Burgers Asia, Inc. and WB Burgers Japan Co., Ltd. as one collective party.

WBBA 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 WBBA 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 WBBA 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.

WBBA 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.

Prior to our acquisition of WB Burgers Japan Co., Ltd. we had yet to commence material operations.

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