Vestand Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ Commission File Number: 001-41494 YOSHIHARU GLOBAL CO. (Exact name of Registrant as specified in its charter) Delaware 5812 87-3941448 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 596 Apollo St. Brea , CA 92821 (714) 694-2403 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value per share YOSH The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The registrant had 1,662,245 shares of class A common stock outstanding, and 100,000 shares of class B common stock outstanding as of May 14, 2025. TABLE OF CONTENTS PART I FINANCIAL INFORMATION 1 Item 1 Unaudited Consolidated Financial Statements 1 Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 1 Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 2 Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 3 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 4 Notes to Consolidated Financial Statements 5 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3 Quantitative and Qualitative Disclosures About Market Risk 32 Item 4 Controls and Procedures 32 PART II OTHER INFORMATION 33 Item 1 Legal Proceedings 33 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 6 Exhibits 33 Signature 34 i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations such as our ability to achieve in excess of 100% annual unit growth rate over the next three to five years , our hope to generate future comparable restaurant sales growth , our plan to drive high profitability, and our intention to heighten brand awareness are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These risks and uncertainties include, among other things, the risk that we may not be able to successfully implement our growth strategy if we are unable to identify appropriate sites for restaurant locations, expand in existing and new markets, obtain favorable lease terms, attract guests to our restaurants or hire and retain personnel; the risk that we may not be able to maintain or improve our comparable restaurant sales growth; that the restaurant industry is a highly competitive industry with many competitors; that our limited number of restaurants, the significant expense associated with opening new restaurants, and the unit volumes of our new restaurants makes us susceptible to significant fluctuations in our results of operations; that we have incurred operating losses and may not be profitable in the future; the risk that our plans to maintain and increase liquidity may not be successful; that we depend on our senior management team and other key employees, and the loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel could have an adverse effect on our business, financial condition or results of operations; that our operating results and growth strategies will be closely tied to the success of our future franchise partners and we will have limited control with respect to their operations; the risk that we may face negative publicity or damage to our reputation, which could arise from concerns regarding food safety and foodborne illness or other matters; that minimum wage increases and mandated employee benefits could cause a significant increase in our labor costs; that events or circumstances could cause the termination or limitation of our rights to certain intellectual property critical to our business that is licensed from Yoshiharu Holdings Co., or that we could face infringements on our intellectual property rights and be unable to protect our brand name, trademarks and other intellectual property rights; that challenging economic conditions may affect our business by adversely impacting numerous items that include, but are not limited to: consumer confidence and discretionary spending, the future cost and availability of credit and the operations of our third-party vendors and other service providers; the risk that we, or our point of sale and restaurant management platform partners, may fail to secure guests’ confidential, personally identifiable, debit card or credit card information or other private data relating to our employees or us; and the impact of the COVID-19 pandemic, or a similar public health threat, on global capital and financial markets, general economic conditions in the United States, and our business and operations. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described elsewhere in this Quarterly Report on Form 10-Q and in the section titled “Risk Factors” in the Company’s recently filed registration statement on Form S-1 (File No. 333-262330). We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law. ii PART I—FINANCIAL INFORMATION Item 1. Financial Statements. Yoshiharu Global Co. Unaudited Consolidated Balance Sheets As of March 31, 2025 December 31, 2024 ASSETS Current Assets: Cash $ 3,396,908 $ 1,241,036 Accounts receivable 57,739 84,110 Inventories 143,181 139,422 Total current assets 3,597,828 1,464,568 Non-Current Assets: Property and equipment, net 4,985,804 5,130,229 Operating lease right-of-use asset 7,027,345 7,465,611 Intangible asset 477,947 491,223 Goodwill 1,985,645 1,985,645 Other assets 911,771 1,035,990 Total non-current assets 15,388,512 16,108,698 Total assets $ 18,986,340 $ 17,573,266 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 959,637 $ 843,322 Line of credit 1,000,000 1,000,000 Current portion of operating lease liabilities 1,061,224 975,210 Current portion of bank notes payables 1,224,104 1,366,350 Current portion of loan payable, EIDL 8,232 10,924 Loans payable to financial institutions 3,332 34,282 Due to related party 225,586 732,710 Other payables 1,041,557 1,078,291 Total current liabilities 5,523,672 6,041,089 Operating lease liabilities, less current portion 6,752,468 7,324,677 Bank notes payables, less current portion 1,561,280 1,747,611 Loan payable, EIDL, less current portion 404,407 404,490 Notes payable to related party 600,000 600,000 Convertible notes to related party - 1,200,000 Total liabilities 14,841,827 17,317,867 Commitments and Contingencies - - Stockholders’ equity Class A Common Stock - $ 0.0001 par value; 49,000,000 authorized shares; 1,617,745 and 1,300,197 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 162 130 Class B Common Stock - $ 0.0001 par value; 1,000,000 authorized shares; 100,000 shares issued and outstanding at March 31, 2025 and December 31, 2024 10 10 Common Stock, value 10 10 Additional paid-in capital 18,325,869 12,261,901 Warrant subscription receivable ( 750,000 ) - Accumulated deficit ( 13,431,528 ) ( 12,006,642 ) Total stockholders’ equity 4,144,513 255,399 Total liabilities and stockholders’ equity $ 18,986,340 $ 17,573,266 See accompanying notes to unaudited consolidated financial statements. 1 Yoshiharu Global Co. Unaudited Consolidated Statements of Operations 2025 2024 Three Months Ended March 31, 2025 2024 Revenue: Food and beverage $ 3,511,789 $ 2,811,609 Total revenue 3,511,789 2,811,609 Restaurant operating expenses: Food, beverages and supplies 945,804 667,892 Labor 1,557,771 1,286,534 Rent and utilities 556,999 318,568 Delivery and service fees 129,667 143,361 Depreciation 227,047 170,682 Total restaurant operating expenses 3,417,288 2,587,037 Net operating restaurant operating income (loss) 94,501 224,572 Operating expenses: General and administrative 1,265,157 920,401 Related party compensation 42,154 42,154 Advertising and marketing 60,787 33,904 Total operating expenses 1,368,098 996,459 Loss from operations ( 1,273,597 ) ( 771,887 ) Other income (expense): Other income 206,983 Interest ( 341,347 ) ( 104,318 ) Total other income (expense), net ( 134,364 ) ( 104,318 ) Loss before income taxes ( 1,407,961 ) ( 876,205 ) Income tax provision 16,925 - Net income (loss) $ ( 1,424,886 ) $ ( 876,205 ) Income (loss) per share: Basic and diluted ( 0.96 ) ( 0.65 ) Weighted average number of common shares outstanding: Basic and diluted 1,489,599 1,341,488 See accompanying notes to unaudited consolidated financial statements. 2 Yoshiharu Global Co. Unaudited Consolidated Statements of Stockholders’ Equity (Deficit) Shares Amount Shares Amount Capital Receivable Deficit Equity Class A Shares Class B Shares Additional Paid-In Warrant subscription Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Receivable Deficit Equity Balance at December 31, 2024 1,300,197 $ 130 100,000 $ 10 $ 12,261,901 - $ ( 12,006,642 ) $ 255,399 Issuance of Class A Common Stock 317,548 32 - - 713,968 - - 714,000 Issuance of warrants - - - - 5,350,000 ( 750,000 ) - 4,600,000 Net loss - - - - - - ( 1,424,886 ) ( 1,424,886 ) Balance at March 31, 2025 (unaudited) 1,617,745 $ 162 100,000 $ 10 $ 18,325,869 ( 750,000 ) $ ( 13,431,528 ) $ 4,144,513 Shares Amount Shares Amount Capital Deficit Equity Class A Shares Class B Shares Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2023 1,230,246 $ 123 100,000 $ 10 $ 11,994,119 $ ( 9,340,773 ) $ 2,653,479 Balance 1,230,246 $ 123 100,000 $ 10 $ 11,994,119 $ ( 9,340,773 ) $ 2,653,479 Issuance of Class A Common Stock 12,476 1 - - 64,148 - 64,149 Net loss - - - - - ( 876,205 ) ( 876,205 ) Balance at March 31, 2024 (unaudited) 1,242,722 $ 124 100,000 $ 10 $ 12,058,267 $ ( 10,216,978 ) $ 1,841,423 Balance 1,242,722 $ 124 100,000 $ 10 $ 12,058,267 $ ( 10,216,978 ) $ 1,841,423 See accompanying notes to unaudited consolidated financial statements. 3 Yoshiharu Global Co. Unaudited Consolidated Statements of Cash Flows 2025 2024 For the three months ended March 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 1,424,886 ) $ ( 876,205 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 240,323 170,682 Gain on disposal of fixed asset ( 50,000 ) Changes in assets and liabilities: Accounts receivable 26,371 ( 94,135 Inventories ( 3,759 ) ( 4,128 Other assets 124,219 346,962 ) Accounts payable and accrued expenses 68,386 26,707 Due to related party 192,876 56,921 ) Other payables ( 36,734 ) - Net cash used in operating activities ( 863,204 ) ( 373,196 ) Cash flows from investing activities: Purchases of property and equipment ( 32,622 ) ( 356,642 ) Net cash used in investing activities ( 32,622 ) ( 356,642 ) Cash flows from financing activities: Proceeds from borrowings 1,100,000 812,000 Repayments on bank notes payables ( 1,431,352 ) ( 84,130 ) Repayments of convertible note ( 1,200,000 ) - Repayment of loan payable to financial institutions ( 30,950 ) ( 168,769 Proceeds from sale of common shares 4,614,000 64,149 Net cash provided by financing activities 3,051,698 623,250 Net increase (decrease) in cash 2,155,872 ( 106,588 ) Cash – beginning of period 1,241,036 1,462,326 Cash – end of period $ 3,396,908 $ 1,355,738 Supplemental disclosures of non-cash financing activities: Supplemental disclosures of cash flow information Cash paid during the periods for: Interest $ 341,347 $ 104,318 Income taxes $ 16,925 $ - See accompanying notes to unaudited consolidated financial statements. 4 YOSHIHARU GLOBAL CO. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS Yoshiharu Global Co. (“Yoshiharu”) was incorporated in the State of Delaware on December 9, 2021. Yoshiharu has the following wholly owned subsidiaries: SCHEDULE OF WHOLLY OWNED SUBSIDIARIES Name Date of Formation Description of Business Global JJ Group, Inc. (“JJ”) January 8, 2015 Ramen stores located in Orange, California and Buena Park, California. Global AA Group, Inc. (“AA”) July 21, 2016 Ramen store located in Whittier, California. Global BB Group, Inc. (“BB”) May 19, 2017 Ramen store located in Chino Hills, California. Global CC Group, Inc. (“CC”) September 23, 2019 Ramen stores located in Eastvale, California and Corona, California. Global DD Group, Inc. (“DD”) December 19, 2019 Ramen store located in la Mirada, California. Yoshiharu Irvine (“YI”) December 4, 2020 Ramen store located in Irvine, California. Yoshiharu Cerritos (“YC”) January 21, 2021 Ramen store located in Cerritos, California. Yoshiharu Clemente (“YCT”) May 2, 2022 Ramen store to be opened in San Clemente, California. Yoshiharu Laguna (“YL”) May 2, 2022 Ramen store to be opened in Laguna, California. Yoshiharu Ontario (“YO”) May 2, 2022 Ramen store to be opened in Ontario, California. Yoshiharu Menifee (“YM”) May 2, 2022 Ramen store to be opened in Menifee, California. Yoshiharu Las Vegas (“YLV”) Sep 21, 2023 Ramen store and Izakaya stores in Las Vegas, Nevada Yoshiharu Garden Grove (“YG”) July 27, 2022 Ramen store to be opened in Garden Grove, California. The Company owns several restaurants specializing in Japanese ramen and other Japanese cuisines. The Company offers a variety of Japanese ramens, rice bowls, and appetizers. Unless otherwise stated or the context otherwise requires, the terms “Yoshiharu” “we,” “us,” “our” and the “Company” refer collectively to Yoshiharu and, where appropriate, its subsidiaries. Prior to September 30, 2021, the Yoshiharu business (the “Business”) consisted of the first seven separate entities listed above (collectively, the “Entities”), each wholly owned by James Chae (“Mr. Chae”), and each holding one (1) store, except for JJ, which held two stores and the Business’s intellectual property (the “IP”). Effective October 2021, JJ transferred the IP to Mr. Chae. Effective October 2021, Mr. Chae contributed 100 % of the equity interests in each of the Entities to Yoshiharu Holdings Co., a California corporation (“Holdings”), for purposes of consolidating the Business operations into a single entity. Mr. Chae was issued an aggregate 3,205,000 shares in Holdings, which reflected the aggregate number of shares originally issued to Mr. Chae by the Entities, in exchange for 100 % of each Entity (on a 1 for 1 share exchange basis). In addition, effective October 2021, Mr. Chae transferred the IP to Holdings in exchange for the issuance of 6,245,900 shares in Holdings in order to bring his total shareholdings in Holdings up to an aggregate 9,450,900 shares. On December 9, 2021, Yoshiharu completed a share exchange agreement whereby Mr. Chae, the sole stockholder of Holdings, received 9,450,900 shares of Yoshiharu, representing 100 % of issued shares at that time, and Yoshiharu received all of the shares of Holdings. This recapitalization was accounted for in accordance with the “Transactions Between Entities Under Common Control” subsections of Accounting Standards Codification (“ASC”) 805-50, Business Combinations, which requires that the receiving entity recognize the net assets received at their historical carrying amounts. A common-control transaction has no effect on the parent’s consolidated financial statements. No value was ascribed to the shares issued for the transfer of the IP since the only relevance of the aggregate number of shares issued to Mr. Chae in Holdings was to effect the 1 for 1 share exchange with Yoshiharu upon its incorporation in Delaware. ASC 805-50 also prescribes that, if the recognition of the net assets results in a “change in the reporting entity,” the receiving entity presents the transfer in its separate financial statements retrospectively. Accordingly, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements are those of the subsidiaries and are recorded at the historical cost basis of the subsidiaries. On November 22, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued Class A common stock and Class B common stock together with the Class A common stock, “Common Stock”), in the ratio of 1-for-10 (the “Reverse Stock Split”) effective at 11:59 p.m. eastern on November 27, 2023. The Common Stock began trading on a split-adjusted basis at the market open on Tuesday, November 28, 2023. No fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next whole number. As a result, total of 34,846 shares of Class A common stock were issued and total of 1,230,246 shares of Class A common stock were outstanding as of December 31, 2023. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred stock of the Company were not changed. 5 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. The consolidated financial statements include Yoshiharu and its wholly owned subsidiaries instead in Note 1 above as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. YLV Acquisition On June 12, 2024, the Company consummated the acquisition of assets of three restaurant entities (Jjanga, HJH, and Aku) for an aggregate $ 3.6 million, consisting of $ 1.8 million in cash, a $ 600,000 promissory note, and a $ 1.2 million convertible note. Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include accounts receivables, accrued liabilities, income taxes, long-lived assets, and deferred tax valuation allowances. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates. Marketing Marketing costs are charged to expense as incurred. Marketing costs were approximately $ 61,000 and $ 34,000 for the three months period ended March 31, 2025 and 2024, respectively, and are included in general expenses in the accompanying consolidated statements of income. Delivery Fees Charged by Delivery Service Providers The Company’s customers may order online through third party service providers such as Uber Eats, Door Dash, and others. These third-party service providers charge delivery and order fees to the Company. Such fees are expensed when incurred. Delivery fees are included in delivery and service fees in the accompanying consolidated statements of operations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues from food and beverage sales. Revenues from the sale of food items by Company-owned restaurants are recognized as Company sales when a customer receives the food that they purchased, which is when our obligation to perform is satisfied. The timing and amount of revenue recognized related to Company sales was not impacted by the adoption of ASC 606. 6 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Inventories Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first out method. Segment Reporting ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies its operating segments based on how executive decision makers internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one reportable segment, consisting of operating its stores. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Furniture and equipment 5 to 7 years Leasehold improvements Shorter of estimated useful life or term of lease Vehicle 5 years Goodwill and Intangible Assets Goodwill and certain intangible assets were recorded in connection with the YLV asset acquisition in April 2024, and were accounted for in accordance with ASC 805, “Business Combinations.” Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible net assets acquired. Intangible assets are recorded at their fair value at the date of acquisition. Goodwill and other intangible assets are accounted for in accordance with ASC 350, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets are tested for impairment at least annually and any related impairment losses are recognized in earnings when identified. No impairment was recognized during the year ended March 31, 2025. Income Taxes The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company had no unrecognized tax benefits identified or recorded as liabilities as of March 31, 2025. Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. 7 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, operating lease right-of-use assets, net, accounts payable and accrued expenses, notes payables, and operating lease liabilities. The estimated fair value of cash, operating lease right-of-use assets, net, and notes payables approximate its carrying amount due to the short maturity of these instruments. Leases In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. An ROU asset represents the Company’s right to use an underlying asset for the lease term and an operating lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and operating lease liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. 8 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 3. ACQUISITION UNDER ASSET PURCHASE On June 12, 2024, the Company consummated the closing of the transactions contemplated by an Asset Purchase Agreement (“APA”) with Mr. Jihyuck Hwang (“Seller”)(see Note 9 Related Party Transactions) via the Company’s wholly owned subsidiary, Yoshiharu Las Vegas (“YLV”). The APA provided for the purchase of specific assets of the three restaurant businesses, including inventory, security deposits, fixed assets and lease assignment effective as of April 20, 2024. The Company considered the guidance in ASC 805, Business Combinations, and determined the transaction was an asset acquisition. As a result, the estimated fair value of the assets acquired, and amount of liabilities assumed are included in the accompanying balance sheet as of September 30, 2024. The three restaurants consist of one Japanese ramen restaurant, and two Izakaya style restaurants offering sushi & steak along with Japanese ramen. The condensed consolidated financial statements include the results of the YLV from the date of acquisition. The purchase price has been allocated based on estimated fair values as of the acquisition date. The purchase price was allocated as follows: SCHEDULE OF PURCHASE PRICE ALLOCATED Preliminary Purchase Price April 20, 2024 Cash $ 900,000 Promissory note to Seller 600,000 Bank notes payables 900,000 Convertible note to Seller 1,200,000 Total purchase price $ 3,600,000 Preliminary Purchase Price Allocation Fixed assets $ 1,098,070 Inventory and other assets 13,985 Operating lease right-of-use asset, net 1,409,288 Goodwill 1,985,645 Intangible assets 531,051 Operating lease liabilities ( 1,438,039 ) Acquired assets, net $ 3,600,000 The purchase price allocation has been prepared on a preliminary basis based on the information that was available to the Company at the time the condensed consolidated financial statements were prepared, and revisions to the preliminary purchase price allocation may result as additional information becomes available. In determining the purchase price allocation, management considered, among other factors, the Company’s intention to use the acquired assets. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized, with no expected residual value. On March 6, 2025, the Company borrowed $ 1,200,000 from a third party and paid off the convertible note to Seller on March 10, 2025, then the borrowed amount was subsequently converted to warrants on March 24, 2025. 4. INTANGIBLE ASSETS Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Life Average Remining Life March 31, 2025 December 31, 2024 Brand & non-compete 10 years 9.5 years $ 531,051 $ 531,051 Less – accumulated amortization ( 53,104 ) ( 39,828 ) Total intangible assets, net $ 477,947 $ 491,223 9 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 4. INTANGIBLE ASSETS (Continued) Estimated future amortization of intangible assets is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS For the years ended Amount 2025 (remaining nine months) $ 39,829 2026 53,105 2027 53,105 2028 53,105 2029 53,105 Thereafter 225,698 Total $ 477,947 Amortization expense on intangible assets amounted to $ 13,276 and $ 0 for the quarter ended March 31, 2025 and 2024, respectively. 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, 2025 2024 Leasehold Improvement $ 5,236,539 $ 5,401,651 Furniture and equipment 1,861,881 1,808,387 Vehicle 582,761 438,521 Total property and equipment 7,681,181 7,648,559 Accumulated depreciation ( 2,695,377 ) ( 2,518,330 ) Total property and equipment, net $ 4,985,804 $ 5,130,229 Total depreciation was $ 227,047 and $ 822,318 for the three month period ended March 31, 2025 and for the year ended December 31, 2024, respectively. 6. OTHER ASSETS Other assets consisted of the following: SCHEDULE OF OTHER ASSETS March 31 December 31, 2025 2024 Security deposits $ 175,794 $ 182,531 Tenant improvement receivable 72,000 300,270 Loan to Won Zo Whittier 100,300 100,300 Others 563 ,677 452,889 Total other assets $ 911,771 $ 1,035,990 7. LINE OF CREDIT The Company has a $ 1,000,000 bank line of credit. The line bears a fixed interest rate at 5.35 % per annum. It is secured by a $ 1,000,000 certificate of deposit at the same bank. The line of credit expires in December 2025. The Company is in compliance with certain non-financial covenants imposed by the line of credit agreement. At March 31, 2025 and December 31,2024, the outstanding balance was $ 1,000,000 , respectively. 10 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 8. BANK NOTES PAYABLES SCHEDULE OF BANK NOTES PAYABLE March 31, December 31, 2025 2024 November 27, 2018 ($ 780,000 ) - JJ $ 176,266 $ 209,090 September 14, 2021 ($ 197,000 ) - CC 149,077 155,976 April 22, 2022 ($ 195,000 ) - Cerritos - 165,430 May 22, 2023 ($ 138,000 ) - BB 91,784 98,215 May 22, 2023 ($ 196,000 ) - CC 130,332 139,464 May 22, 2023 ($ 178,000 ) - DD 118,219 127,497 September 13, 2023 ($ 150,000 ) - Garden Grove 109,226 116,073 September 13, 2023 ($ 150,000 ) - Laguna 109,226 116,073 March 22, 2024 ($ 150,000 ) - YM 125,042 131,563 March 22, 2024 ($ 150,000 ) - YCT 125,042 131,563 December 20, 2024 ($ 250,000 ) - Ontario 239,155 250,000 January 30, 2024 ($ 500,000 ) - Yoshiharu 650,000 650,000 June 4, 2024 ($ 900,000 ) – YLV 762,015 823,017 Total bank notes payables 2,785,384 3,113,961 Less - current portion ( 1,224,104 ) ( 1,366,350 ) Total bank notes payables, less current portion $ 1,561,280 $ 1,747,611 The following table provides future minimum payments as of March 31, 2025: SCHEDULE OF FUTURE MINIMUM PAYMENTS For the years ended Amount 2025 (remaining nine months) $ 1,224,104 2026 530,450 2027 530,450 2028 411,896 2029 88,484 Thereafter - Total $ 2,785,384 November 27, 2018 – $780,000 – Global JJ Group, Inc. On November 27, 2018, Global JJ Group, Inc. (the “JJ”) executed the standard loan documents required for securing a loan of $ 780,000 from the SBA, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 176,266 and $ 209,090 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 12,499.68 per month which includes principal and interest with an interest rate of 9.25 % per year. The balance of principal and interest is payable on December 1, 2025. 11 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 8. BANK NOTES PAYABLES (Continued) September 14, 2021 – $197,000 – Global CC Group, Inc. On September 14, 2021, the CC executed the standard loan documents required for securing a loan of $ 197,000 from the SBA, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 149,077 and $ 155,976 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,393.01 per month which includes principal and interest with an interest rate of 8.50 %. The balance of principal and interest is payable on August 9, 2029. April 22, 2022– $195,000 – Yoshiharu Cerritos. On April 22, 2022, Yoshiharu Cerritos (the “YC”) executed the standard loan documents required for securing a loan of $ 195,000 from the SBA, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 0 and $ 165,430 , respectively. Upon the asset sales of Cerritos restaurant on March 11, 2025, the Company has paid off the outstanding balance. May 22, 2023– $138,000 – Global BB Group, Inc. On May 22, 2023, Global BB Group, Inc. (the “BB”) executed the standard loan documents required for securing a loan of $ 138,000 from a commercial bank, with proceeds to be used for working capital purposes. With the proceeds, BB paid off the existing SBA loan borrowed by Global AA Group, Inc on September 17, 2017. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 91,784 and $ 98,215 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 2,845.40 per month which includes principal and interest with an initial interest rate of 8.75 %. The balance of principal and interest is payable on April 1, 2028. May 22, 2023– $196,000 – Global CC Group, Inc. On May 22, 2023, Global CC Group, Inc. (the “CC”) executed the standard loan documents required for securing a loan of $ 196,000 from a commercial bank, with proceeds to be used for working capital purposes. With the proceeds, CC paid off the existing SBA loan borrowed by CC on February 13, 2020. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 130,332 and $ 139,464 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 4,040.43 per month which includes principal and interest with an initial interest rate of 8.75 %. The balance of principal and interest is payable on April 1, 2028. May 22, 2023– $178,000 – Global DD Group, Inc. On May 22, 2023, Global DD Group, Inc. (the “DD”) executed the standard loan documents required for securing a loan of $ 178,000 from a commercial bank, with proceeds to be used for working capital purposes. With the proceeds, DD paid off the existing SBA loan borrowed by DD on September 15, 2021. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 118,219 and $ 127,497 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,693.72 per month which includes principal and interest with an initial interest rate of 8.75 %. The balance of principal and interest is payable on April 1, 2028. 12 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 8. BANK NOTES PAYABLES (Continued) September 13, 2023– $150,000 – Yoshiharu Garden Grove On September 13, 2023, Yoshiharu Garden Grove (the “YG”) executed the standard loan documents required for securing a loan of $ 150,000 from a commercial bank, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 109,226 and $ 116,073 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,160.82 per month which includes principal and interest with an initial interest rate of 9.50 %. The balance of principal and interest is payable on August 29, 2028. September 13, 2023– $150,000 – Yoshiharu Laguna On September 13, 2023, Yoshiharu Laguna (the “YL”) executed the standard loan documents required for securing a loan of $ 150,000 from a commercial bank, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 109,226 and $ 116,073 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,160.82 per month which includes principal and interest with an initial interest rate of 9.50 %. The balance of principal and interest is payable on August 29, 2028. March 22, 2024– $150,000 – Yoshiharu Menifee On March,22, 2024, Yoshiharu Menifee (the “YM”) executed the standard loan documents required for securing a loan of $ 150,000 from a commercial bank, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 125,042 and $ 131,563 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,090.03 per month which includes principal and interest with an initial interest rate of 8.50 %. The balance of principal and interest is payable on March 22, 2029. March 22, 2024– $150,000 – Yoshiharu San Clemente On March,22, 2024, Yoshiharu San Clemente (the “YCT”) executed the standard loan documents required for securing a loan of $ 150,000 from a commercial bank, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 125,042 and $ 131,563 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,090.03 per month which includes principal and interest with an initial interest rate of 8.50 %. The balance of principal and interest is payable on March 22, 2029. December 20, 2024– $250,000 – Yoshiharu Ontario On December,20, 2024, Yoshiharu Ontario (the “YO”) executed the standard loan documents required for securing a loan of $ 250,000 from a commercial bank, with proceeds to be used for working capital purposes. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 239,155 and $ 250,000 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 5,143.50 per month which includes principal and interest with an initial interest rate of 8.50 %. The balance of principal and interest is payable on December 20, 2029. January 30, 2024– $650,000 – Yoshiharu On January 30, 2024, Yoshiharu Global Co. (the “Yoshiharu”) executed the standard loan documents required for securing a loan of $ 500,000 from a commercial bank, with proceeds to be used for working capital purposes. On August 16, 2024, Yoshiharu borrowed additional $ 150,000 from the commercial bank for working capital purpose. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 650,000 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 4,757.64 per month which includes interest with an initial interest rate of 8.50 %. The balance of principal and interest is payable on August 16, 2025. June 4, 2024– $900,000 – Yoshiharu Las Vegas On June 4, 2024, Yoshiharu Las Vegas (the “YLV”) executed the standard loan documents required for securing a loan of $ 900,000 from a commercial bank, with proceeds to be used to acquire certain assets of three restaurants in Las Vegas. As of March 31, 2025 and December 31, 2024, the balance of the loan is $ 762,015 and $ 823,017 , respectively. Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 20,333.97 per month which includes principal and interest with an initial interest rate of 8.50 %. The balance of principal and interest is payable on December 6, 2028. 13 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 9. LOAN PAYABLES, EIDL SCHEDULE OF LOAN PAYABLES - EIDL March 31, December 31, 2025 2024 June 13, 2020 ($ 150,000 - EIDL ) - AA $ 137,702 $ 138,616 June 13, 2020 ($ 150,000 - EIDL ) - BB 137,719 138,661 July 15, 2020 ($ 150,000 - EIDL) - JJ 137,218 138,137 Total loans payables, EIDL 412,639 415,414 Less - current portion ( 8,232 ) ( 10,924 ) Total loans payables, EIDL, less current portion $ 404,407 $ 404,490 The following table provides future minimum payments as of March 31, 2025: SCHEDULE OF FUTURE MINIMUM PAYMENT For the years ended Amount 2025 (remaining nine months) $ 8,232 2026 11,341 2027 11,774 2028 12,223 2029 12,689 Thereafter 356,380 Total $ 412,639 June 13, 2020 – $150,000 – Global AA Group, Inc. On June 13, 2020, Global AA Group, Inc. (the “AA”) executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the AA’s business. Pursuant to that certain Loan Authorization and Agreement, the AA borrowed an aggregate principal amount of the AA EIDL Loan of $ 150,000 , with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75 % per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly since May 14, 2021 (twelve months from the date of the AA EIDL Loan) in the amount of $ 731 . The balance of principal and interest is payable thirty years from the date of the AA EIDL Loan. In connection therewith, the AA also received a $ 10,000 grant, which does not have to be repaid. In connection therewith, the AA executed (i) a loan for the benefit of the SBA, which contains customary events of default and (ii) a security agreement, granting the SBA a security interest in all tangible and intangible personal property of the AA, which also contains customary events of default. June 13, 2020 – $150,000 – Global BB Group, Inc. On June 13, 2020, Global BB Group, Inc. (the “BB”) executed the standard loan documents required for securing an EIDL loan (the “BB EIDL Loan”) from the SBA in light of the impact of the COVID-19 pandemic on the BB’s business. 14 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 9. LOAN PAYABLES, EIDL (Continued) Pursuant to that certain Loan Authorization and Agreement, the BB borrowed an aggregate principal amount of the BB EIDL Loan of $ 150,000 , with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75 % per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly since May 14, 2021 (twelve months from the date of the BB EIDL Loan) in the amount of $ 731 . The balance of principal and interest is payable thirty years from the date of the BB EIDL Loan. In connection therewith, the BB also received a $ 10,000 grant, which does not have to be repaid. In connection therewith, the BB executed (i) a loan for the benefit of the SBA, which contains customary events of default and (ii) a security agreement, granting the SBA a security interest in all tangible and intangible personal property of the BB, which also contains customary events of default. July 15, 2020 – $150,000 – Global JJ Group, Inc. On July 15, 2020, Global JJ Group, Inc. (the “JJ”) executed the standard loan documents required for securing an EIDL loan (the “JJ EIDL Loan”) from the SBA in light of the impact of the COVID-19 pandemic on the JJ’s business. Pursuant to that certain Loan Authorization and Agreement, the JJ borrowed an aggregate principal amount of the JJ EIDL Loan of $ 150,000 , with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75 % per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly since May 14, 2021 (twelve months from the date of the JJ EIDL Loan) in the amount of $ 731 . The balance of principal and interest is payable thirty years from the date of the JJ EIDL Loan. 15 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 10. LOANS PAYABLE TO FINANCIAL INSTITUTIONS Loans payable to financial institutions consist of the following: SCHEDULE OF LOANS PAYABLE FINANCIAL INSTITUTIONS March 31, 2025 December 31, 2024 November 21, 2023 ($ 91,000 ) - CC (CO) Loan agreement with principal amount of $ 91,000 and repayment rate of 46.27 % for a total of $ 113,750 . The loan payable matures on November 15, 2024 $ 3,332 $ 34,282 11. CONVERTIBLE NOTES TO RELATED PARTY On June 12, 2024, the Company issued convertible note to a related party. The convertible note, maturing one year from closing, accrues 0.5 % interest annually and allows conversion into Class A common stock based on conversion price which is determined at 150 % of the average of the highest and lowest prices of the Company’s stock (traded under the symbol “YOSH”) during the five business days immediately after the closing date. Based on the conversion price formula, it was determined at $ 5.90 . In the event the closing price of the stocks of the Company on the date of conversion is lower than the conversion price, the related party has the option to elect to receive the entire principal sum and accrued interest in cash or to convert any portion of this convertible note into Class A Common Stocks of the Company at the conversion price and receive the remaining balance of the principal sum in cash. The Company repaid such convertible notes on March 10, 2025 with the proceeds from a loan made to the Company on March 6, 2025. 12. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Due to related party – From time to time, the Company loaned money to APIIS Financial Group, a company owned by James Chae, who is also the majority stockholder and CEO of the Company. The balance is non-interest bearing and due on demand. As of March 31, 2025 and December 31, 2024, the balance was $ 225,586 and $ 732,710 , respectively. ● Related party compensation - For the three months ended March 31, 2025 and 2024, the compensation to James Chae was $ 42,154 , respectively. ● Notes payable and Convertible notes to related party –. On June 12, 2024, the Company consummated the acquisition of certain assets in three Las Vegas restaurants from Mr. Jihyuck Hwang. Total acquisition cost was $ 3.6 million, consisting of $ 1.8 million in cash, issuance of a $ 600,000 promissory note and issuance of a $ 1.2 million convertible note to Mr. Hwang. The promissory note will be repaid in two equal installments without interest, while the convertible note was repaid by the Company on March 10, 2025 with the proceeds from a loan made to the Company on or about March 7, 2025. As of March 31, 2025, the balances were $ 600,000 and $ 0 for the promissory note and the convertible note, respectively. The balances were $ 600,000 and $ 1,200,000 , respectively, as of December 31, 2024. Interest expense was $ 0 for the quarter ended March 31, 2025 and 2024, respectively. 16 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 13. INCOME TAX Total income tax (benefit) expense consists of the following: SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE For the Three Months Ended March 31, 2025 2024 Current provision (benefit): Federal $ - $ - State 16,925 - Total current provision (benefit) 16,925 - Deferred provision (benefit): Federal - - State - - Total deferred provision (benefit) - - Total tax provision (benefit) $ 16,925 $ - A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: SCHEDULE OF RECONCILIATION EFFECTIVE TAX RATE TO THE STATUTORY FEDERAL RATE March 31, 2025 2024 Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 8.84 % 8.84 % Permanent differences for tax purposes and others - % - % Change in valuation allowance - 29.84 % - 29.84 % Effective tax rate 0 % 0 % 17 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 13. INCOME TAX (Continued) The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21 % and California state income taxes of 8.84 % due to the change in the valuation allowance. SCHEDULE OF INCOME TAX BENEFIT DIFFERS FROM AMOUNT COMPUTED March 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss $ 2,310,000 $ 2,010,000 Other temporary differences - - Total deferred tax assets 2,310,000 2,010,000 Less – valuation allowance ( 2,310,000 ) ( 2,010,000 ) Total deferred tax assets, net of valuation allowance $ - $ - Deferred income taxes reflect the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax assets and liabilities are as follows: As of December 31, 2024, the Company had available net operating loss carryovers of approximately $ 9,575,000 . Per the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the two-year carryback provision was removed and now allows for an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year’s net income. As a result, net operating loss may be applied against future taxable income and expires at various dates subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax year ended 2019 and later and subject to California authorities for tax year ended 2018 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2025 and December 31, 2024, the Company has no accrued interest or penalties related to uncertain tax positions. As of March 31, 2025, the Company had cumulative net operating loss carryforwards for federal tax purposes of approximately $ 11,000,000 . In addition, the Company had state tax net operating loss carryforwards of the same amount. The carryforwards may be applied against future taxable income and expires at various dates subject to certain limitations. 14. COMMITMENTS AND CONTINGENCIES Commitments Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component. 18 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 14. COMMITMENTS AND CONTINGENCIES (Continued) In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF OPERATING LEASE EXPENSE For the three months ended 2025 2024 March 31, For the three months ended 2025 2024 Operating lease expense $ 379,883 $ 245,587 Total lease expense $ 379,883 $ 245,587 In accordance with ASC 842, other information related to leases was as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES For the three months ended 2025 2024 Operating cash flows from operating leases $ 320,645 $ 221,460 Cash paid for amounts included in the measurement of lease liabilities $ 320,645 $ 221,460 Weighted-average remaining lease term—operating leases 6.3 Years Weighted-average discount rate—operating leases 7 % SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Year ending: Lease 2025 (remaining nine months) $ 1,027,605 2026 1,367,546 2027 1,338,677 2028 1,287,339 2029 1,083,410 Thereafter 3,134,813 Total undiscounted cash flows $ 9,239,390 Reconciliation of lease liabilities: Weighted-average remaining lease terms 6.3 Years Weighted-average discount rate 7 % Present values $ 7,813,692 Lease liabilities—current 1,061,224 Lease liabilities—long-term 6,752,468 Lease liabilities—total $ 7,813,692 Difference between undiscounted and discounted cash flows $ 1,425,698 19 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 15. STOCKHOLDERS’ EQUITY Class A Common Stock The Company has authorization to issue and have outstanding at any one time 49,000,000 shares of class A common stock with a par value of $ 0.0001 per share. Each share of class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. See Note 1 and Note 8 above for details regarding the issuance and redemption of shares of the Company’s class A common stock to and from James Chae, the Company’s majority stockholder, in December 2021. In December 2021, the Company received subscriptions for the sale of 670,000 shares of class A common stock to investors for $ 2.00 per share, for total expected proceeds of $ 1,340,000 . As of March 31, 2022, the Company had received $ 1,340,000 of the expected proceeds. In September 2022, the Company consummated its initial public offering (the “IPO”) of 2,940,000 shares of its class A common stock at a public offering price of $ 4.00 per share, generating gross proceeds of $ 11,760,000 . Net proceeds from the IPO was approximately $ 10.3 million after deducting underwriting discounts and commissions and other offering expenses of approximately $ 1.5 million. Immediately prior to the IPO, the Company issued 549,100 shares of class A common stock as compensation to directors and consultants. The Company has accrued approximately $ 1.1 million of compensation expense at December 31, 2021 for the 549,100 shares at $ 2.00 per share, which the Company’s board of directors determined to reflect the then current fair market value of the Company’s Class A common stock. Upon the issuance of the 549,100 shares, the accrued liability was adjusted to additional paid-in-capital. The Company also granted the underwriters a 45-day option to purchase up to 441,000 additional shares (equal to 15 % of the shares of class A common stock sold in the IPO) to cover over-allotments, if any, which the underwriters did not exercise. In addition, the Company issued to the representative of the underwriters warrants to purchase a number of shares of class A common stock equal to 5.0 % of the aggregate number of shares of Class A common stock sold in the IPO (including shares of Class A common stock sold upon exercise of the over-allotment option). The representative’s warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-½-year period commencing six months from the date of commencement of the sales of the shares of Class A common stock in connection with the IPO, at an initial exercise price per share of $ 5.00 (equal to 125 % of the initial public offering price per share of class A common stock). No representative’s warrants have been exercised. On November 22, 2023, the Company filed the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of its issued Common Stock in the ratio of 1-for-10 effective at 11:59 p.m. eastern on November 27, 2023. The Common Stock began trading on a split-adjusted basis at the market open on Tuesday, November 28, 2023. No fractional shares were issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the next whole number. As a result, a total of 34,846 shares of Class A common stock were issued and total of 1,230,246 shares of Class A common stock were outstanding as of December 31, 2023. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred stock of the Company were not changed. 20 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 15. STOCKHOLDERS’ EQUITY (Continued) On January 5, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, an accredited investor (“the Investor”), allowing the Company to sell up to $ 5,000,000 in Class A common stock to the Investor, subject to certain conditions including SEC approval of a registration statement. The Company controls the timing and amount of these sales until June 30, 2024, influenced by market conditions and trading prices. The shares will be sold at either 85% or 96% of the lowest trading price over the five days prior to closing, with specific limits on the amounts for each price option. The total shares sold cannot exceed 237,885 without stockholder approval, and the Investor’s ownership is capped at 9.99% of the outstanding shares. As consideration, the Company will issue 24,950 shares of Common Stock to the Investor, divided into two tranches. On January 9, 2024, Yoshiharu Global Co. issued 12,745 shares of Class A Common Stock as commitment shares pursuant to this agreement. On April 18, 2024, the Company amended the Securities Purchase Agreement with Alumni Capital LP to extended the commitment period ending on the earlier of (i) December 31, 2024, or (ii) the date on which the Investor shall have purchased Securities pursuant to the Securities Purchase Agreement for an aggregate purchase price of the commitment amount. On November 20, 2024, the Company issued 45,000 shares of Class A Common Stock based on the Securities Purchase Agreement with Alumni Capital LP. On January 6, 2025, the Company issued and sold to Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (“Crom”) a 10% OID promissory note in the aggregate principal amount of $ 1,100,000 (the “Note”) for a purchase price of $ 1,000,000 . The Company repaid such Note on March 7, 2025 with the proceeds from a loan made to the Company on or about March 6, 2025. Also on January 6, 2025, we entered into an equity purchase agreement (the “Purchase Agreement”) with Crom (the “Investor”) pursuant to which the Company shall have the right, but not the obligation, to sell to the Investor up to $ 10,000,000 (the “ELOC Shares”) of the Company’s Class A common stock, $ 0.0001 par value per share (“Class A Common Stock”). However, we have not yet been able to access capital under this agreement since we must first register shares issuable under the Purchase Agreement, which we may only do after the filing of this Annual Report on Form 10-K. On March 12, 2025, the Company entered into a private placement securities subscription agreement (the “GM Private Placement Agreement”) with Good Mood Studio, Inc. (“Good Mood Studio”) pursuant to which Good Mood Studio purchased $ 200,000 worth of the Company’s shares of Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”), at a price per share of $ 2.50 per share, or 80,000 shares of Class A Common Stock (the “GM Shares”). On March 12, 2025, the Company entered into a private placement securities subscription agreement (the “BOF Private Placement Agreement”) with Blue Ocean Fund (“Blue Ocean Fund”) pursuant to which Blue Ocean Fund purchased $ 300,000 worth of the Company’s Class A Common Stock, at a price per share of $ 2.50 per share, or 120,000 shares of Class A Common Stock (the “BOF Shares”). On March 12, 2025, the Company entered into a private placement securities subscription agreement (the “GLF Private Placement Agreement”) with Green Light Fund (“Green Light Fund”) pursuant to which Green Light Fund purchased $ 214,000 worth of the Company’s Class A Common Stock, at a price per share of $ 2.50 per share, or 85,600 shares of Class A Common Stock (the “GLF Shares”). On March 17, 2025, the Company entered into securities subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which the investors purchased an aggregate of 480,000 warrants for a purchase price of $ 1,200,000 . The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $ 0.01 (the “Shares”) pursuant to the terms of a warrant agreement dated as of March 17, 2025 (the “Warrant Agreement”). On March 24, 2025, the Company entered into securities subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which the investors agreed to cancel indebtedness in an aggregate amount of $ 2,500,000 in exchange for the issuance of an aggregate of 1,000,000 warrants. On March 25, 2025, the Company entered into Subscription Agreements with certain investors pursuant to which the investors agreed to pay $ 1,650,000 in aggregate to purchase an aggregate of 660,000 warrants. The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $ 0.01 (the “Shares”) pursuant to the terms of warrant agreements dated as of March 25, 2025 (the “Warrant Agreement”). 21 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 15. STOCKHOLDERS’ EQUITY (DEFICIT) (Continued) Class B Common Stock The Company has authorization to issue and have outstanding at any one time 1,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. The holders of class B common stock are entitled to 10 votes per share , and to vote together as a single class with holders of class A common stock with respect to any question or matter upon which holders of class A common stock have the right to vote, unless otherwise required by applicable law or our amended and restated certificate of incorporation. The holders of class B common stock are entitled to dividends as declared by the Company’s Board of Directors from time to time at the same rate per share as the class A common stock. The holders of the class B common stock have the following conversion rights with respect to the class B common stock into shares of class A common stock: ● all of the shares of class B common stock will automatically convert into class A common stock on a one-for-one basis upon the earlier of (A) the date such shares cease to be beneficially owned by James Chae and (B) 5:00 p.m. Pacific Time on the date that James Chae ceases to beneficially own at least 25 % of the voting power of all the outstanding shares of capital stock of the Company; and ● at the election of the holder of class B common stock, any share of class B common stock may be voluntarily converted into one share of class A common stock. Immediately prior to the IPO in September 2022, the Company exchanged 1,000,000 shares of class A common stock held by James Chae into 1,000,000 shares of class B common stock. On November 22, 2023, the Company filed the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of its issued Class B common stock in the ratio of 1-for-10 to be effective at 11:59 p.m. eastern on November 27, 2023. As a result, a total of 100,000 shares of Class B common stock were issued and outstanding as of March 31, 2024 and December 31, 2023. 16. EARNINGS PER SHARE The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. The Company did no t have any dilutive common shares for the three months ended March 31, 2025 and 2024. 17. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after March 31, 2024 up through the date the unaudited consolidated financial statements were available to be issued. Based upon the evaluation, except as disclosed below or within the footnotes, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements as of and for the three-month period ended March 31, 2025 except as follows: On April 2, 2025, the Company entered into two new securities subscription agreements and amended one securities subscription agreement (the “Subscription Agreements”) with certain investors pursuant to which the investors purchased an aggregate of 400,000 additional warrants for a purchase price of $ 1,000,000 . The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $ 0.01 (the “Shares”) pursuant to the terms of warrant agreements dated as of April 2, 2025 (the “Warrant Agreement”). On April 9, 2025, Yoshiharu Global Co., a Delaware corporation (the “Company”) entered into two new securities subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which the investors purchased an aggregate of 400,000 additional warrants for an aggregate purchase price of $ 1,000,000 . The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $ 0.01 (the “Shares”) pursuant to the terms of warrant agreements dated as of April 9, 2025 (the “Warrant Agreement”). 22 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2024. As discussed in the section titled “Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ending December 31, 2024. Overview of Yoshiharu Yoshiharu is a fast-growing Japanese restaurant operator and was borne out of the idea of introducing the modernized Japanese dining experience to customers all over the world. Specializing in Japanese ramen, Yoshiharu gained recognition as a leading ramen restaurant in Southern California within six months of our 2016 debut and has continued to expand our top-notch restaurant service across Southern California, currently owning and operating 15 restaurant stores with an additional 2 restaurant stores under construction/development/acquisition as of March 31, 2025. We take pride in our warm, hearty, smooth, and rich bone broth, which is slowly boiled for over 12 hours. Customers can taste and experience supreme quality and deep flavors. Combining the broth with the fresh, savory, and highest-quality ingredients, Yoshiharu serves the perfect, ideal ramen, as well as offers customers a wide variety of sushi rolls, bento menu and other favorite Japanese cuisine. Our acclaimed signature Tonkotsu Black Ramen has become a customer favorite with its slow cooked pork bone broth and freshly made, tender chashu (braised pork belly). Our mission is to bring our Japanese ramen and cuisine to the mainstream, by providing a meal that customers find comforting. Since the inception of the business, we have been making our own ramen broth and other key ingredients such as pork chashu and flavored eggs from scratch, whereby upholding the quality and taste of our foods, including the signature texture and deep, rich flavor of our handcrafted broth. Moreover, we believe that slowly cooking the bone broth makes it high in collagen and rich in nutrients. Yoshiharu also strives to present food that is not only healthy, but also affordable. We feed, entertain and delight our customers, with our active kitchens and bustling dining rooms providing happy hours, student and senior discounts, and special holiday events. As a result of our vision, customers can comfortably enjoy our food in a friendly and welcoming atmosphere. We operate in a large and rapidly growing market. We believe the consumer appetite for Asian cuisine is widespread across many demographics and grants us the opportunity to expand in both existing and new U.S. markets, as well as internationally. 23 Our Growth Strategies Pursue New Restaurant Development. We have pursued a disciplined new corporate owned growth strategy. Having expanded our concept and operating model across varying restaurant sizes and geographies, we plan to leverage our expertise opening new restaurants to fill in existing markets and expand into new geographies. While we currently aim to achieve in excess of 100% annual unit growth rate over the next three to five years, we cannot predict the time period of which we can achieve any level of restaurant growth or whether we will achieve this level of growth at all. Our ability to achieve new restaurant growth is impacted by a number of risks and uncertainties beyond our control, including but not limited to landlord delays; competition in existing and new markets, including competition for restaurant sites; and the lack of development and overall decrease in commercial real estate due to macroeconomic decline. We believe there is a significant opportunity to employ this strategy to open additional restaurants in our existing markets and in new markets with similar demographics and retail environments. Deliver Consistent Comparable Restaurant Sales Growth . We have achieved positive comparable restaurant sales growth in recent periods. We believe we will be able to generate future comparable restaurant sales growth by growing traffic through increased brand awareness, consistent delivery of a satisfying dining experience, new menu offerings, and restaurant renovations. We will continue to manage our menu and pricing as part of our overall strategy to drive traffic and increase average check. We are also exploring initiatives to grow sales of alcoholic beverages at our restaurants, including the potential of a larger format restaurant with a sake bar concept. In addition to the strategies stated above, we expect to initiate sales of franchises in 2025. Increase Profitability . We have invested in our infrastructure and personnel, which we believe positions us to continue to scale our business operations. As we continue to grow, we expect to drive higher profitability both at a restaurant-level and corporate-level by taking advantage of our increasing buying power with suppliers and leveraging our existing support infrastructure. Additionally, we believe we will be able to optimize labor costs at existing restaurants as our restaurant base matures and AUV’s increase. We believe that as our restaurant base grows, our general and administrative costs will increase at a slower rate than our sales. Heighten Brand Awareness . We intend to continue to pursue targeted local marketing efforts and plan to increase our investment in advertising. We also are exploring the development of instant ramen noodles which we would distribute through retail channels. We intend to explore partnerships with grocery retailers to provide small-format Yoshiharu kiosks in stores to promote a limited selection of Yoshiharu cuisine. Experienced Management Team Dedicated to Growth . Our team is led by experienced and passionate senior management who are committed to our mission. We are led by our Chief Executive Officer, James Chae. Mr. Chae founded Yoshiharu in 2016 and leads a team of talented professionals with deep financial, operational, culinary, and real estate experience. 24 Components of Our Results of Operations Revenues. Revenues represent sales of food and beverages in restaurants. Restaurant sales in a given period are directly impacted by the number of restaurants we operate and comparable restaurant sales growth. Food and beverage. Food and beverage costs are variable in nature, change with sales volume and are influenced by menu mix and subject to increases or decreases based on fluctuations in commodity costs. Other important factors causing fluctuations in food and beverage costs include seasonality and restaurant-level management of food waste. Food and beverage costs are a substantial expense and are expected to grow proportionally as our sales grow. Labor. Labor includes all restaurant-level management and hourly labor costs, including wages, employee benefits and payroll taxes. Similar to the food and beverage costs that we incur, labor and related expenses are expected to grow proportionally as our sales increase. Factors that influence fluctuations in our labor and related expenses include minimum wage and payroll tax legislation, the frequency and severity of workers’ compensation claims, healthcare costs and the performance of our restaurants. Rent and utilities. Rent and utilities include rent for all restaurant locations and related taxes. Depreciation and amortization expenses. Depreciation and amortization expenses are periodic non-cash charges that consist of depreciation of fixed assets, including equipment and capitalized leasehold improvements. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, ranging from three to ten years. Delivery and service fees. The Company’s customers may order online through third party service providers such as Uber Eats, Door Dash, Grubhub and others. These third-party service providers charge delivery and order fees to the Company. General and administrative expenses. General and administrative expenses include expenses associated with corporate and regional supervision functions that support the operations of existing restaurants and development of new restaurants, including compensation and benefits, travel expenses, stock-based compensation expenses for corporate-level employees, legal and professional fees, marketing costs, information systems, corporate office rent and other related corporate costs. General and administrative expenses are expected to grow as our sales grows, including incremental legal, accounting, insurance and other expenses incurred as a public company. Advertising and marketing expenses. Advertising and marketing expenses include expenses associated with marketing campaigns and periodic advertising. Advertising and marketing expenses are expected to grow leading up to the planned openings of restaurant locations and is expected to stabilize as an average by location as our sales grow. Interest expense. Interest expense includes non-cash charges related to our capital lease obligations and bank notes payable. Income tax provision (benefit). Provision for income taxes represents federal, state and local current and deferred income tax expense. 25 Results of Operations Three months ended March 31, 2025 Compared to three months ended March 31, 2024 The following table presents selected comparative results of operations from our unaudited financial statements for the three months ended March 31, 2025 compared to three months ended March 31, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding. Three months ended March 31, Increase / (Decrease) 2025 2024 $ % Revenue $ 3,511,789 $ 2,811,609 $ 700,180 24.9 % Restaurant operating expenses: Food, beverages and supplies 945,804 667,892 277,912 41.6 % Labor 1,557,771 1,286,534 271,237 21.1 % Rent and utilities 556,999 318,568 238,431 74.8 % Delivery and service fees 129,667 143,361 (13,694 ) -9.6 % Depreciation 227,047 170,682 56,365 33.0 % Total restaurant operating expenses 3,417,288 2,587,037 830,251 32.1 % Net restaurant operating income 94,501 224,572 (130,071 ) -57.9 % General and administrative 1,265,157 920,401 344,756 37.5 % Compensation to related party 42,154 42,154 - 0.0 % Advertising and marketing 60,787 33,904 26,883 79.3 % Total operating expenses 1,368,098 996,459 371,639 37.3 % Loss from operations (1,273,597 ) (771,887 ) (501,710 ) 65.0 % Other income (expense): Other income 206,983 - 206,983 N/A Interest (341,347 ) (104,318 ) (237,029 ) 227.2 % Loss before income taxes (1,407,961 ) (876,205 ) (531,756 ) 60.7 % Income tax provision 16,925 - - N/A Net loss $ (1,424,886 ) $ (876,205 ) $ (548,681 ) 62.6 % Revenues. Revenues were $3.5 million for the three months ended March 31, 2025 compared to $2.8 million for the three months ended March 31, 2024, representing an increase of approximately $0.7 million, or 24.9%. The increase in sales for the three-month period was primarily driven by from the acquisition of three restaurants in Las Vesgas in second quarter 2024. Food, beverage and supplies . Food, beverage and supplies costs were approximately $946 thousand for the three months ended March 31, 2025 compared to $668 thousand for the three months ended March 31, 2024, representing an increase of approximately $278 thousand, or 41.6%. The increase in costs for the three-month period was primarily driven by increases in revenues from the three new restaurants in Las Vegas, and a general increase in food material costs compared to last year. As a percentage of sales, food, beverage and supply costs decreased to 26.9% in the three months ended March 31, 2025 compared to 23.8% in the three months ended March 31, 2024. The decrease in costs as a percentage of sales was primarily driven by the market. 26 Labor . Labor and related costs were approximately $1.6 million for the three months ended March 31, 2025 compared to $1.3 million for the three months ended March 31, 2024, representing an increase of approximately $0.3 million, or 21.1%. The increase in costs was largely driven by additional labor costs incurred with respect to the three new restaurants acquired. As a percentage of sales, labor and related costs was 44.4% in the three months ended March 31, 2025 compared to 45.8% in the three months ended March 31, 2024. Rent and utilities . Rent and utilities expenses were approximately $557 thousand for the three months ended March 31, 2025 compared to $319 thousand for the three months ended March 31, 2024, representing an increase of approximately $238 thousand, or 74.8%. The increase was primarily a result of three new restaurants acquired. As a percentage of sales, rent and utilities ratio for the three months ended March 31, 2025 increased to 15.9% compared to 11.3% in the prior period due to the increase utility expenses in the three months ended March 31, 2025. Delivery and service fees . Delivery and service fees incurred were approximately $130 thousand for the three months ended March 31, 2025 compared to $143 thousand for the three months ended March 31, 2024, representing a decrease of approximately $14 thousand or 9.6%, primarily due to a decrease in food sales via delivery during the comparable period due to the post COVID effect. As a percentage of sales, delivery and service fees ratio for the period ended March 31, 2025 decreased due to increase in sales percentage of the dining-in compared to take-out. Depreciation and amortization expenses . . Depreciation and amortization expenses incurred were approximately $171 thousand for the three months ended March 31, 2024 compared to $227 thousand for the three months ended March 31, 2025, representing an increase of approximately $56 thousand, or 33.0%. The increase was primarily due to the three new restaurants in the three months ended March 31, 2025. General and administrative expenses . General and administrative expenses were approximately $1.3 million for the three months ended March 31, 2025 compared to $0.9 million for the three months ended March 31, 2024, representing an increase of approximately $0.4 million or 37.5%. This increase in general and administrative expenses was primarily due to the $0.3 million increase in professional fees during the three months ended March 31, 2025. The Company raised capital during the period from numerous equity deals including debt structuring, private placements for common stock and warrants. As a percentage of sales, general and administrative expenses increased to 36.0% in the three months ended March 31, 2025 from 32.7% in the three months ended March 31, 2024. Related party compensation: Compensation to James Chae was approximately $42 thousand for the three months ended March 31, 2025 and 2024, respectively. As a percentage of sales, related party compensation was 1.2% in the three months ended March 31, 2025 and 1.5% in the three months ended March 31, 2024. 27 Liquidity and Capital Resources Our primary uses of cash are for operational expenditures and capital investments, including new restaurants, costs incurred for restaurant remodels and restaurant fixtures. Historically, our main sources of liquidity have been cash flows from operations, borrowings from banks, and sales of common shares. On August 21, 2024, we received a notification letter (the “Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’ equity has fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1). On February 18, 2025, we received another notification letter (the “2nd Letter”) from Nasdaq notifying the Company that it has scheduled the Company’s securities for delisting from The Nasdaq Capital Market. Pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 series, we appealed Nasdaq’s determination to a Hearings Panel (the “Panel”) and a hearing request has stayed the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision after a hearing scheduled for April 1, 2025. On January 5, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni”) whereby we sold to Alumni 45,000 shares of Class A Common Stock in exchange for $118 thousand on November 20, 2024. This Purchase Agreement terminated on December 31, 2024. On January 6, 2025, the Company issued and sold to Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (“Crom”) a 10% OID promissory note in the aggregate principal amount of $1,100,000 (the “Note”) for a purchase price of $1,000,000. The Company repaid such Note on March 7, 2025 with the proceeds from a loan made to the Company on or about March 6, 2025. Also on January 6, 2025, we entered into an equity purchase agreement (the “Purchase Agreement”) with Crom (the “Investor”) pursuant to which the Company shall have the right, but not the obligation, to sell to the Investor up to $10,000,000 (the “ELOC Shares”) of the Company’s Class A common stock, $0.0001 par value per share (“Class A Common Stock”). However, we have not yet been able to access capital under this agreement since we must first register shares issuable under the Purchase Agreement, which we may only do after the filing of this Annual Report on Form 10-K. On March 12, 2025, we entered into private placements with three investors for the sale of Class A common stock at a price of $2.50 per share for gross proceeds of $714,000. However, we are obligated to register those shares and if we fail to do so in accordance with those agreements, we may be forced to repurchase those shares at the price we had sold them for. On March 17, 2025 we sold penny warrants at a price of $2.50 per share for gross proceeds of $1,200,000. We are obligated to register the shares underlying such warrants and if we fail to do so in accordance with those agreements, we may be forced to repurchase those warrants for the price we sold them for. On March 17, 2025, the Company sold 480,000 warrants for a purchase price of $1,200,000, or $2.50 per share. Each warrant is exercisable for one share of the Company’s Class A common stock pursuant to the terms of a warrant agreement dated as of March 17, 2025. Pursuant to the terms of the Warrant Agreement, in the event that the Company has not obtained stockholder approval, the Company may not issue upon exercise of the Warrants a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued pursuant to the subscription agreements executed contemporaneously between the Company and other investors or holders of Warrants (whether for Common Stock or Warrants) would equal twenty (20%) percent or more of the Common Stock or twenty (20%) percent or more of the voting power of the Company outstanding before the issuance. The Company is also obligated to file a registration statement to the SEC within thirty (30) calendar days following the filing of this Annual Report on Form 10-K with the SEC. If the Company fails to (i) submit the registration statement within the timeline specified above or if the registration statement is denied, withdrawn or not declared effective by the SEC within one-hundred twenty (120) days from the filing date or (ii) fail to obtain the requisite stockholder approval within 75 days from the date of the Subscription Agreements, the investors will have the option, in their sole discretion, to: (1) with respect to (i), require the Company to assist it in filing for an exemption under Rule 144 or other applicable SEC regulations to remove the transfer restrictions from the Shares, or, if such exemption is unavailable, demand the Company to repurchase the Warrants or underlying shares at the original purchase price; or (2) demand a full refund of the subscription amount, subject to the Company’s financial capability as verified by an independent audit conducted within 15 days of the demand. 28 On March 25, 2025, the Company entered into Subscription Agreements with certain investors pursuant to which the investors agreed to pay $1,650,000 in aggregate to purchase an aggregate of 660,000 warrants. The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at an exercise price of $0.01 (the “Shares”) pursuant to the terms of warrant agreements dated as of March 24, 2025 (the “Warrant Agreement”). Pursuant to the Subscription Agreements, the Company is obligated to file a registration statement to register these shares with the SEC within thirty (30) calendar days following the filing of this Annual Report on Form 10-K with the SEC. If the Company fails to submit the registration statement within the timeline specified above or if the registration statement is denied, withdrawn or not declared effective by the SEC within one-hundred twenty (120) days from the filing date, Good Mood Studio will have the option, in its sole discretion, to: (1) require the Company to assist it in filing for an exemption under Rule 144 or other applicable SEC regulations to remove the transfer restrictions from the shares, or, if such exemption is unavailable, demand the Company to repurchase the shares at the original purchase price or (2) demand a full refund of the subscription amount subject to the Company’s financial capability as verified by an independent audit conducted within 15 days of the demand. On March 27, 2025, Nasdaq notified the Company that it had regained compliance with Rule 5550(b)(1). As a result, the hearing scheduled for April 1, 2025 has been cancelled and the Company’s securities will continue to be listed and traded on The Nasdaq Stock Market. On April 2, 2025, the Company entered into two new securities subscription agreements and amended one securities subscription agreement (the “Subscription Agreements”) with certain investors pursuant to which the investors purchased an aggregate of 400,000 additional warrants for a purchase price of $1,000,000. The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $0.01 (the “Shares”) pursuant to the terms of warrant agreements dated as of April 2, 2025 (the “Warrant Agreement”). On April 9, 2025, Yoshiharu Global Co., a Delaware corporation (the “Company”) entered into two new securities subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which the investors purchased an aggregate of 400,000 additional warrants for an aggregate purchase price of $1,000,000. The Subscription Agreements contain customary representations, warranties, and indemnification provisions and were entered into in reliance on self-certification as an accredited investor pursuant to Regulation D promulgated under the Securities Act. Each warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $0.01 (the “Shares”) pursuant to the terms of warrant agreements dated as of April 9, 2025 (the “Warrant Agreement”). Notwithstanding our current belief that our expected cash flow from operations, and the proceeds from the Purchase Agreement and from the private placements set forth above (including our belief that we will satisfy our registration requirements so that we are not forced to redeem the equity previously sold to such private placement investors) will be adequate to fund operating lease obligations, capital expenditures and working capital obligations for at least the next 12 months and thereafter, there are no assurances that we will be able to do so. If we fail to generate adequate capital, we may be forced to curb our operations or cease to continue our operations altogether. 29 Summary of Cash Flows The following table summarizes our cash flows for the periods presented: Three Months Ended March 31, 2025 2024 Statement of Cash Flow Data: Net cash used in operating activities $ (863,204 ) $ (373,196 ) Net cash used in investing activities (32,622 ) (356,642 ) Net cash provided by financing activities 3,051,698 623,250 Cash Flows Used in Operating Activities Net cash used in operating activities during the three-month period ended March 31, 2025 was $863,204 which resulted from net loss of $1,424,886, non-cash charges of $240,323 for depreciation and amortization with gain on disposal of fixed assets of $50,000, and net cash inflows of $371,359 from changes in operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities were primarily the result of increases in due to related party by $192,876 and accounts payable and accrued expenses by $68,386 and a decrease in accounts receivable by $26,371 which was offset by an increase in inventory by $3,759 and a decrease in other payables by $36,734. Net cash used in operating activities during the three-month period ended March 31, 2024 was $373,196 which resulted from net loss of $876,205, non-cash charges of $170,682 for depreciation and amortization and net cash inflows of $332,327 from changes in operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities were primarily the result of an decrease in other assets by $346,962 and increases in accounts payable and accrued expenses by $26,707 and due to related party by $56,921, which was offset by the increases in accounts receivable by $94,135 and inventory by $4,128. Cash Flows Used in Investing Activities Net cash used in investing activities during the three months ended March 31, 2025 and 2024 was $32,622 and $356,642, respectively. These expenditures in each period are primarily related to purchases of property and equipment in connection with current and future restaurant openings. Cash Flows Provided by Financing Activities Net cash provided by financing activities during the three months ended March 31, 2025 was $3,051,698 primarily due to $4,614,000 of cash received through private placements and warranty subscriptions and $1,100,000 of cash received from borrowings, which was offset by $1,462,302 of repayment of bank borrowings and loan payable to financial institutions and $1,200,000 of repayment of convertible notes. Net cash provided by financing activities during the three months ended March 31, 2024 was $623,250 due to $812,000 cash received through bank borrowings, offset by $252,899 of repayment of bank borrowings and loan payable to financial institutions. 30 Contractual Obligations The following table presents our commitments and contractual obligations as of March 31, 2025, as well as our long-term obligations: Payments due by period as of March 31, 2025 Total 2025(remaining nine months) 2026-2027 2028-2029 Thereafter Capital lease payments $ 9,239,390 $ 1,027,605 $ 2,706,223 $ 2,370,749 $ 3,134,813 Bank note payables 2,785,384 1,224,104 1,060,900 500,380 - EIDL loan payables 412,639 8,232 23,115 24,912 356,380 Loans payable to financial institutions 3,332 3,332 - - - Total contractual obligations $ 12,440,745 $ 2,263,273 $ 3,790,238 $ 2,896,041 $ 3,491,193 Income Taxes The Company files income tax returns in the U.S. federal and California state jurisdictions. We are considered a U.S. corporation and a regarded entity for U.S. federal, state and local income taxes. Accordingly, a provision will be recorded for the anticipated tax consequences of our reported results of operations for U.S. federal, state and foreign income taxes. JOBS Act Accounting Election We are an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various public company reporting requirements for up to five years or until we are no longer an emerging growth company, whichever is earlier. The JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until those standards apply to private companies. We have elected to use this extended transition period under the JOBS Act. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. Off Balance Sheet Arrangements As of March 31, 2025, we did not have any material off-balance sheet arrangements. Critical Accounting Policies The preparation of financial statements in conformity with GAAP requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this Quarterly Report. Recent Accounting Pronouncements We have determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position. 31 Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by 17 C.F.R. 229.10(f)(1) and are not required to provide information under this item. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure. Management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the quarter ended March 31, 2025 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended March 31, 2025 are fairly stated, in all material respects, in accordance with GAAP. Internal Control Over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. 32 PART II—OTHER INFORMATION Item 1. Legal Proceedings. In the future, the Company may be subject to various legal proceedings from time to time as part of its business. We and our subsidiaries are not currently a party, nor is our property subject, to any material pending legal proceedings. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K. Item 6. Exhibits. The following exhibits are included herein or incorporated herein by reference : 10.1* Amendment to Securities Purchase Agreement, dated April 18, 2024, by and between the Company and Alumni Capital LP. 31.1* Certification of James Chae pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Soojae Ryan Cho pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of James Chae pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Soojae Ryan Cho pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 33 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. May 15, 2025 YOSHIHARU GLOBAL CO. By: /s/ James Chae Name: James Chae Title: Chairman of the Board of Directors, President and Chief Executive Officer and Principal Executive Officer (Principal Executive Officer) 34