Sec Form 4 Filing - Noda Kiyoshi @ WB Burgers Asia, Inc. - 2023-08-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Noda Kiyoshi 2. Issuer Name and Ticker or Trading Symbol WB Burgers Asia, Inc. [ WBBA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Stockholder (Last) (First) (Middle) ROOM 301 1-35-19 NERIMA-KU, NERIMA 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2023 (Street) TOKYO, M0176-0001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/15/2023 S 100,909,091 D $ 0.0015 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Noda Kiyoshi ROOM 301 1-35-19 NERIMA-KU NERIMA TOKYO, M0176-0001 Former Stockholder Signatures Kiyoshi Noda 08/31/2023 Signature of Reporting Person Date

Explanation of Responses:

Remarks: 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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