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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 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

 87-3941448

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 6940
Beach Blvd., Suite D-705

 Buena
Park, CA 90621

 (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)

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

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

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 and post such files). Yes No

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 definition 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate
market value of the registrant's common stock held by non-affiliates of the registrant was approximately $ 4.3 million
based on the closing sales price on the Nasdaq Stock Market LLC on June 30, 2023, the last business day of the registrants most
recently completed second fiscal quarter.

 The
registrant had 1,230,246 shares of class A common stock outstanding, and 100,000 shares of class B common stock outstanding as of December
31, 2023.

 TABLE
OF CONTENTS

 PAGE

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Ordinary Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedure

 Item
 9B.

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 i

 As used in this Annual Report on Form 10-K,
unless otherwise indicated, Yoshiharu Global Co., together with its consolidated subsidiaries, is hereinafter referred to as
"Yoshiharu," the "registrant," "us," "we," "our," or the
"Company."

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 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; the risk 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; the risk 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; the risk 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; the risk 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; the
risk 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; the risk 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 Annual Report on Form 10-K 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 in the section titled "Risk Factors" and elsewhere
in this Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements after the date of this Annual
Report on Form 10-K or to conform such statements to actual results or revised expectations, except as required by law.

 ii

 SUMMARY
OF SIGNIFICANT RISKS AFFECTING OUR COMPANY

 Our
business is subject to multiple risks and uncertainties, as more fully described in " Risk Factors " and elsewhere
in this Annual Report on Form 10-K. We urge you to read the disclosures under the caption " Risk Factors " and this Annual Report in full. Our significant risks may be summarized as follows:

 We have incurred operating losses and may not be profitable in the future. Our plans to maintain and increase liquidity
may not be successful.

 Our
 long-term success is highly dependent on our ability to successfully identify and secure
 appropriate sites and timely develop and expand our operations in existing and new markets.

 New
 restaurants, once opened, may not be profitable, and the increases in average restaurant
 sales and comparable restaurant sales that we have experienced in the past may not be indicative
 of future results.

 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.

 Our
 sales and profit growth could be adversely affected if comparable restaurant sales are less
 than we expect.

 Negative
 publicity relating to one of our restaurants could reduce sales at some or all of our other
 restaurants.

 The
 minimum wage, particularly in California, continues to increase and is subject to factors
 outside of our control.

 New
 information or attitudes regarding diet and health could result in changes in regulations
 and consumer consumption habits that could adversely affect our business, financial condition
 or results of operations.

 We
 are subject to all of the risks associated with leasing space subject to long-term non-cancelable
 leases.

 Delays
 In Obtaining Construction Permits Can Have A Material Adverse Effect on Our Business.

 We
 may become involved in lawsuits involving Yoshiharu Holdings Co. as the owner of intellectual
 property, or us as a licensee of intellectual property from Yoshiharu Holdings Co., to protect
 or enforce intellectual property rights, which could be expensive, time consuming, and unsuccessful.

 A
 breach of security of confidential consumer information related to our electronic processing
 of credit and debit card transactions, as well as a breach of security of our employee information,
 could substantially affect our reputation, business, financial condition of results of operations.

 Our
 marketing programs may not be successful, and our new menu items, advertising campaigns and
 restaurant designs and remodels may not generate increased sales or profits.

 We
 could be party to litigation that could adversely affect us by distracting management, increasing
 our expenses or subjecting us to material money damages and other remedies.

 Our
 current insurance may not provide adequate levels of coverage against claims.

 Failure
 to obtain and maintain required licenses and permits or to comply with alcoholic beverage
 or food control regulations could lead to the loss of our liquor and food service licenses
 and, thereby, harm our business, financial condition or results of operations.

 If
 we fail to develop and maintain an effective system of internal control over financial reporting,
 we may not be able to accurately report our financial results in a timely manner, which may
 adversely affect investor confidence in our company.

 We
 will incur increased costs as a result of being a public company.

 We
 are an "emerging growth company," and we cannot be certain if the reduced reporting
 and disclosure requirements applicable to emerging growth companies will make our common
 stock less attractive to investors.

 Our
 management does not have experience managing a U.S. public company and our current resources
 may not be sufficient to fulfill our public company obligations.

 to the JOBS Act, our independent registered public accounting firm will not be required to
 attest to the effectiveness of our internal control over financial reporting pursuant to
 Section 404 of the Sarbanes-Oxley Act for so long as we are an "emerging growth company."

 iii

 PART
I

 Item
1. Business.

 Overview
of Yoshiharu

 We are 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, we
gained recognition as a leading ramen restaurant in Southern California within six months of our 2016 debut and have continued to expand
our top-notch restaurant service across Southern California, currently operating ten restaurants with an additional three new restaurant
stores under construction/development. Further, we entered into a material definitive agreement to acquire three existing restaurants
in Las Vegas and expect to complete the acquisition in early second quarter 2024.

 We
take pride in our warm, hearty, smooth, and rich bone broth, which is slowly boiled for over twelve hours. Customers can taste and
experience supreme quality and deep flavors. Combining the broth with the fresh, savory, and highest-quality ingredients, we serve
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. We also strive 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.

 In September 2022, we consummated our initial public offering (the "IPO")
of 2,940,000 shares of our Class A common stock, par value $0.0001 per share ("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 were approximately $10.3 million after deducting
underwriting discounts and commissions and other offering expenses of approximately $1.5 million.

 We 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, we 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 are exercisable at any time and from time to time,
in whole or in part, during the four-and- -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 September 9, 2022, the our Class A Common Stock began trading on the
Nasdaq Capital Market under the symbol "YOSH."

 On November 22, 2023, we filed a Certificate of Amendment (the "Certificate
of Amendment") to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our Class A Common Stock
and Class B common stock, par value $0.0001 per share ("Class B Common Stock" and, together with 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 Class A 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 affects all stockholders uniformly and did not alter any stockholder's percentage
interest in our outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares. The number of
authorized shares of Common Stock and number of authorized, issued, and outstanding shares of the preferred stock were not changed.

 Supply
Chain Disruption and Inflation

 Our
profitability depends in part on our ability to anticipate and react to changes in food and supply costs, especially in light of recent
supply chain disruptions. We believe we have experienced higher costs due to increased commodity prices and challenges sourcing our supplies
due in part to global supply chain disruptions. Although historically, and as of December 31, 2023, global supply chain disruptions have
not materially adversely affected our business, a substantial increase in the cost of, or inability to procure, the food products most
critical to our menu, such as canola oil, rice, meats, fish and other seafood, as well as fresh vegetables, could materially and adversely
affect our business, financial condition or results from operations. Because we provide moderately priced food, we may choose not to,
or may be unable to, pass along commodity price increases to consumers. These potential changes in supply costs could materially adversely
affect our business, financial condition or results of operations.

 Historically
and as of the date hereof, inflation has not had a material effect on our results of operations. Severe increases in inflation, however,
could affect the global and U.S. economies and could have a materially adverse impact on our business, financial condition or results
of operations. Furthermore, future volatile, negative, or uncertain economic conditions and recessionary periods or periods of significant
inflation may adversely impact consumer spending at our restaurants, which would materially adversely affect our business, financial
condition and results of operations. Such effects can be especially pronounced during periods of economic contraction or slow economic
growth. To the extent that we are unable to offset such cost inflation through increased menu prices or increased efficiencies in our
operations and cost savings, there could be a negative impact on our business, sales and margin performance, net income, cash flows and
the trading price of our common shares. We have been able to offset to some extent these inflationary and other cost pressures through
actions such as increasing menu prices and supply chain initiatives, however, we expect these inflationary and other cost pressures to
continue into the year 2024.

 Our
Strengths

 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 has helped grow the business since that time. Mr. Chae leads a team of talented professionals
with deep financial, operational, culinary, and real estate experience.

 Compelling
Value Proposition with Broad Appeal.

 Guests
can enjoy our signature ramen dishes or select from our variety of fresh sushi rolls, bento, and other Japanese cuisine. The high-quality
dishes at affordable prices are the result of our efficient operations. In addition, we believe our commitment to high-quality and fresh
ingredients in our food is at the forefront of current dining trends as customers continue to seek healthy food options.

 Attractive
Restaurant-Level Economics.

 At
Yoshiharu, we believe our rapid customer turnover, combined with our ability to deliver in 2 major day parts with lunch and dinner, allows
for robust and efficient sales in each of our restaurants. Our average unit volume ("AUV", as defined herein) was $1.2 million
in 2022 and $1.1 million in 2023.

 Quality
of Food and Excellence in Customer Service.

 We
place a premium on serving high-quality, authentic Japanese cuisine. We believe in customer convenience and satisfaction and have created
strong, loyal and repeat customers who help expand the Yoshiharu network to their friends, family and co-workers.

 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 those described under
the caption " Risk Factors." In particular, see " Risk Factors—Our long-term success is highly dependent
on our ability to successfully identify and secure appropriate sites and timely develop and expand our operations in existing and new
markets " for specific risks that could impede our ability to achieve new restaurant growth in the future. 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 2024.

 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 AUVs 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 for 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.

 Properties

 As
of December 31, 2023, we operated ten restaurants in California and opened one new location in February 2024 in California. We operate a
variety of restaurant formats, including in-line and end-cap restaurants located in retail centers of varying sizes. Our restaurants
currently average approximately 1,578 square feet. We lease the property for our corporate offices and all of the properties on which
we operate our restaurants.

 The
table below shows the locations of our restaurants as of the date of this Report:

 Store
 Location

 Address

 Year
 Launched

 Orange

 1891
 N Tustin St, Orange, CA 92865

 2016

 Buena
 Park

 6970
 Beach Blvd, #F206 Buena Park, CA 90621

 2017

 Whittier

 8426
 Laurel Ave, STE A Whittier, CA 90605

 2017

 Chino

 4004
 Grand Ave STE C Chino, CA 91710

 2019

 Eastvale

 4910
 Hamner Ave STE 150, Eastvale, CA 91752

 2020

 Irvine

 3935
 Portola Pkwy, Irvine, CA 92602

 2021

 La
 Mirada

 12806
 La Mirada Blvd, La Mirada, CA 90638

 2022

 Cerritos

 11533
 South St, Cerritos, CA 90703

 2022

 Corona

 N Mckinley St STE 101, Corona, CA 92879

 2023

 Garden
 Grove

 9812
 Chapman Avenue Garden Grove, CA 92841

 2023

 Laguna

 32341
 Golden Lantern, STE B, Laguna Niguel, CA 92677

 1Q
 2024* 1

 Menifee

 27311
 Newport Road, Suite 320, Menifee, CA 92584

 2Q
 2024* 2

 San
 Clemente

 Camino de Los Mares STE 16, San Clemente, CA 92673

 2Q
 2024* 2

 Las
 Vegas

 6125
 S. Fort Apache Road, Suite 200, Las Vegas, NV 89148

 1Q
 2024* 3

 Las
 Vegas

 E Flamingo Road, Suite C, Las Vegas, NV 89169

 1Q
 2024* 3

 Las
 Vegas

 6572
 N Decatur Blvd., Las Vegas, NV 89131

 1Q
 2024* 3

 * 1
 Opened in February 2024.

 * 2
 Under construction.

 * 3
 Under closing process.

 We
are obligated under non-cancelable leases for the majority of our restaurants, as well as our corporate offices. The majority of our
restaurant leases have lease terms of 10 years, inclusive of customary extensions which are at the option of the company. Our restaurant
leases generally require us to pay a proportionate share of real estate taxes, insurance, common area maintenance charges, and other
operating costs. Some restaurant leases provide for contingent rental payments based on sales thresholds, although we generally do not
expect to pay significant rent on these properties based on the thresholds in those leases. We do not own any real property.

 We
opened one restaurant in each year from 2019 through 2021, and we have opened two restaurants in 2022 and 2023. We also opened a new
restaurant in February 2024, and currently have two new locations under construction/development. Further, we entered into a material definitive
agreement to acquire three existing restaurants in Las Vegas and expect to close the acquisition in the early second quarter of 2024.

 We anticipate approximately $350,000 in costs per new location in development, and has spent approximately $514,000 for the two locations
under construction/development as of December 31, 2023.

 In
2019, we closed our West Hollywood and Lynwood, California restaurants due to underperformance. We cannot provide assurance that we will
be able to open any specific number of restaurants in any year. See "Risk Factors—Risks Related to Our Business and Industry—Our
long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expand
our operations in existing and new markets."

 Site
Development and Expansion

 Site
Selection Process

 We
consider site selection to be instrumental to our success. As part of our strategic site selection process, we receive potential site
locations from networks of local brokers, which are then reviewed by our Development Team. This examination consists of an analysis of
the lease terms and conditions, a profitability evaluation, as well as multiple site visits during all times of the day, e.g., lunch,
late afternoon, dinner, weekdays and weekends, to test for traffic. The Development Team holds regular meetings for site approval with
other members of our senior management team in order to get a balanced perspective on a potential site.

 Our
current real estate strategy focuses on high-traffic retail centers in markets with a diverse population and above-average household
income for the state. We believe we are attractive lessees for landlords given our ability to drive strong traffic comprised of above-average
household income guests, and we imagine our bargaining power will become stronger as we accumulate more stores. In site selection, we
also consider factors such as residential and commercial population density, restaurant visibility, traffic patterns, accessibility,
availability of suitable parking, proximity to highways, universities, shopping areas and office parks, the degree of competition within
the market area, and general availability of restaurant-level employees. We also invest in site analytics tools for demographic analysis
and data collection for both existing and new market areas, which we believe allows us to further understand the market area and determine
whether to open new restaurants in that location.

 Our
flexible physical footprint, which has allowed us to open restaurants in size ranging from 1,500 to 2,500 square feet, allows us to open
in-line and end-cap restaurant formats at strip malls and shopping centers and penetrate markets in both suburban and urban areas. We
believe we have the ability to open additional restaurants in our existing metropolitan areas. We also believe there is significant opportunity
to employ the strategy in new markets with similar demographics across the U.S. and globally.

 Expansion
Strategy

 We
plan to pursue a multi-facet expansion strategy by opening new corporate restaurants or acquiring existing restaurants in both new
and existing markets, as well as utilizing the franchise market. We believe this expansion will be crucial to executing our growth
strategy and building awareness of Yoshiharu as a leading Japanese casual dining brand. Expansion into new markets occurs in
parallel with ongoing evaluation of existing markets, with the goal of maintaining a pipeline of top-tier development opportunities.
As described under the heading Site Selection Process above, we use a systematic approach to identify and review existing and new
markets.

 Upon
selecting a new market, we typically build one restaurant to prove concept viability in that market. We have developed a remote management
system whereby our senior operations team is able to monitor restaurants in real-time from our headquarters using approximately eight cameras
installed in each restaurant. We utilize this remote management system to maintain operational quality while minimizing inefficiencies
caused by a lack of economies of scale in new markets.

 Due
to our relatively small restaurant count, new restaurants have an outsized impact on our financial performance. In order to mitigate
risk, we look to expand simultaneously in new and existing markets. We base our site selection on our most successful existing restaurants
and frequently reevaluate our strategy, pacing and markets. We believe we are in the early stages of our growth story and that our restaurant
model is designed to generate strong cash flow, attractive restaurant-level financial results and high returns on invested capital, which
we believe provides us with a strong foundation for expansion.

Design

design is handled by our Development Team in conjunction with outsourced vendor relationships, e.g., architects and general contractors.
Our restaurant size currently averages approximately 1,500 square feet. Seating in our restaurant is comprised of a combination of table
seating and bar seats with an average seating capacity of 40-50 guests.

 We are developing two main restaurant layouts. The standard restaurants
will be built using our current layout and design which we believe evokes a modern and on-trend Japanese dining atmosphere. The second
layout is a larger floor plan where we will utilize a full service restaurant and bar. We believe our see-through kitchens reflecting
the cooks preparing first hand meals, amplify the lively bustle provided by the great casual atmosphere, and serve to highlight the ambiance
of getting great food in a modern Japanese style ambiance.

 Construction

 Construction
of a new restaurant takes approximately 12 to 24 weeks once construction permits are issued. Our Development
Team oversees the build-out process from engaging architects and contractors to design and build out the restaurant. The capital resources
required to develop each new restaurant are significant. On average, we estimate our restaurant build-outs to cost approximately $350,000
- $550,000 per standard location, net of tenant allowances and pre-opening costs and assuming that we do not purchase the underlying
real estate, but this figure could be significantly higher depending on the market, restaurant size, and condition of the premises upon
delivery by landlord. On average, we estimate that our restaurants require a cash build-out cost of approximately $350,000-$550,000 per
restaurant, net of landlord tenant improvement allowances and pre-opening costs and assuming that we do not purchase the underlying real
estate. Actual costs may vary significantly depending upon a variety of factors, including the site and size of the restaurant and conditions
in the local real estate and labor markets.

Management and Operations

Management and Employees

 Our
restaurants typically employ one restaurant manager, one or two supervisors, and approximately 8 to 12 additional team members. Managers,
supervisors and management trainees are cross-trained throughout the restaurant in order to create competency across critical restaurant
functions, both in the dining area and in the kitchen.

 In
addition, our senior operations team monitors restaurants in real-time from our headquarters using our remote management system of approximately
eight cameras installed in each restaurant. These team members are responsible for different components of the restaurant: cleanliness, service,
and food quality.

 Training
and Employee Programs

 We
devote significant resources to identifying, selecting, and training restaurant-level employees. Our training covers leadership, team
building, food safety certification, alcohol safety programs, sexual harassment training, and other topics. Management trainees undergo
training for approximately 8 to 16 weeks in order to develop a deep understanding of our operations. In addition, we are developing extensive
training manuals that cover all aspects of restaurant-level operations.

 Our
traveling "opening team" provides training to team members in advance of opening a new restaurant. We believe the opening
team facilitates a smooth opening process and efficient restaurant operations from the first day a restaurant opens to the public. The
opening team is typically on-site at new restaurants from two weeks before opening to four weeks after opening.

 Food
Preparation, Quality and Safety

 We
are committed to consistently providing our guests high quality, freshly prepared food. For other items we believe hand preparation achieves
the best quality. Hand preparation of menu items includes, but is not limited to, frying tempura, slicing meat and fish and making pork
bone broth. We believe guests can taste the difference in freshly prepared food and that adhering to these standards is a competitive
advantage for our brand.

 Food
safety is essential to our success and we have established procedures to help ensure that our guests enjoy safe, quality food. We require
each employee to complete food handler safety certification upon hiring. We have taken various additional steps to mitigate food quality
and safety risks, including undergoing internal safety audits. We also consider food safety and quality assurance when selecting our
distributors and suppliers.

 Menu

 We
offer a diverse menu, including our signature ramen dishes, as well as sushi rolls, bento boxes, and other Japanese cuisine. The menu
appeals to a wide range of customers, and we continue to improve upon the quality, taste and presentation. Additionally, we are able
to serve the menu in a delivery and pickup format, as our food is designed to be enjoyed on premise or at customers' homes or offices.
We have entered the catering business through relationships with businesses who place large format orders (i.e., Bento boxes for corporate
meetings or office lunches), for delivery or pick-up. We expect that our catering business, which has a higher-than-average order value,
to grow due to the early success we have experienced in the corporate channel.

 New
Menu Introductions

 We
focus advertising efforts on new menu offerings to broaden our appeal to guests and drive traffic. Our menu changes twice per year to
introduce new items and remove underperforming items. We promote these new menu additions through various social media platforms, our
website and in-restaurant signage.

 Marketing
and Advertising

 We
use a variety of marketing and advertising channels to build brand awareness, attract new guests, increase dining frequency, support
new restaurant openings, and promote Yoshiharu as an authentic Japanese restaurant with high-quality cuisine and a distinctive dining
experience. Our primary advertising channels include digital, social, and print.

 Social
Media

 We
maintain a presence on several social media platforms including Facebook and Instagram, allowing us to regularly communicate with guests,
alert guests of new offerings, and conduct promotions. Our dining experience is built to provide our guests social media shareable moments,
which we believe extends our advertising reach.

 Suppliers

 We
carefully select suppliers based on product quality and authenticity and their understanding of our brand, and we seek to develop long-term
relationships with them. All supply arrangements are negotiated and managed at the Yoshiharu corporate-level.

 Food.
 Our Vice President of Operations identifies and procures high-quality ingredients at competitive prices. Each store separately makes
an order to the specific vendor, and the invoices are submitted and paid by Yoshiharu at the corporate-level. We source mainly through
the following Japanese-related distributors: JFC, a subsidiary of Kikkoman Corporation, Wismettac, a subsidiary of Nishimoto Co., Ltd.,
and Mutual Trading Co., Inc., a California corporation.

 Paper.
 Our Vice President of Operations negotiates long term supply agreements for our logo-branded paper including takeout bags and bowls,
chopsticks, as well as uniforms. We make a portion of our purchases annually in bulk at fixed prices, and deliver them to our warehouse
in Anaheim, California. Each restaurant Manager receives the necessary paper supplies from our warehouse.

 Management
Information Systems

 We
utilize systems provided by Toast, Inc. for point of sale, contactless ordering, handheld ordering, online ordering and delivery, as
well as marketing and payroll management. We believe that Toast's systems provide us and our customers with streamlined operations
and allows us to efficiently turn tables and improve the sales conversion cycle, while reducing third-party commissions for online orders.

Industry Overview

 According
to the National Restaurant Association (the "NRA"), restaurant industry sales in 2023 were over $1.0 trillion, up from
$966 billion in 2022 and is forecast to grow to $1.1 trillion in 2024.

 The
restaurant industry is divided into several primary segments, including limited-service and full-service restaurants, which are
generally categorized by price, quality of food, service, and location. Yoshiharu sits at the intersection of these two segments
offering the experience and food quality of a full-service restaurant and the speed of service of a limited-service restaurant. We
primarily compete with other full-service restaurants, which, according to the NRA, had approximately$305 billion of sales in
calendar year 2022, up from $266 billion in 2021. The limited-service segment generated approximately $370 billion in calendar year
2022, or a roughly $30 billion increase from the prior year.

 According to the 2023 State of the Restaurant report, full-service restaurant sales are expected to increase to
$324 billion in calendar year 2023, an increase of 6.2% from 2022 and the limited-service segment is forecast to reach $395 billion in
2023, resulting in a 6.8% increase from 2022.

 We
believe that increased multiculturalism in the United States, driven in part by growth in the Asian demographic, contributes to a favorable
macro environment for Yoshiharu's future growth. According to the U.S. Census Bureau, the Asian population is projected to be one
of the fastest growing demographics in the United States, increasing in size from 20 million people in calendar year 2020 to 24.4 million
people by calendar year 2030. During this time, the Asian population's share of the nation's total population is projected
to increase by 15%, from approximately 6% to 6.9%.

 Additionally, we believe that Yoshiharu is well-positioned to grow our share of the restaurant market as consumers
seek quality, value, healthier options, and authentic global and regional cuisine in their dining choices. According to the National
Restaurant Association 2023 State of the Industry report, roughly 45% of family and casual dining restaurants plan to add new menu items
identified as healthy or nutritious in 2023.

 We
cannot provide assurance that we will benefit from these long-term demographic trends, although we believe the projected growth in the
Asian population and the Asian influence on dining trends will result in an increase in demand for Japanese and Asian foods.

 Competition

 We
face significant competition from a variety of locally owned restaurants regional, and national chain restaurants offering both Asian
and non-Asian cuisine, as well as takeaway options from grocery stores. Direct competition for Yoshiharu comes primarily from Asian restaurants
including other ramen noodles restaurants. Jinya Ramen Bar operates approximately 40 locations in the United States and also franchises
their restaurants. We believe that we compete primarily based on product quality, dining experience, ambience, location, convenience,
value perception, and price. Our competition continues to intensify as competitors increase the breadth and depth of their product offerings
and open new restaurants.

 Seasonality

 Due
to Yoshiharu's menu breadth and diversification of offerings, we do not experience significant seasonality.

 Employees

 As
of December 31, 2023, we had approximately 180 employees, of whom 20 were exempt employees and the remainder were non-exempt employees.
None of our employees are unionized or covered by collective bargaining agreements, and we consider our current employee relations to
be good.

 Government
Regulation and Environmental Matters

 We
are subject to extensive and varied federal, state and local government regulation, including regulations relating, among others, to
public and occupational health and safety, nutritional menu labeling, healthcare, the environment, sanitation and fire prevention. We
operate each of our restaurants in accordance with standards and procedures designed to comply with applicable codes and regulations.
However, an inability to obtain or retain health department or other licenses would adversely affect our operations. Although we have
not experienced, and do not anticipate, any significant difficulties, delays or failures in obtaining required licenses, permits or approvals,
any such problem could delay or prevent the opening of, or adversely impact the viability of, a particular restaurant or group of restaurants.
Additionally, difficulties, delays or failure to retain or renew licenses, permits or approvals, or increased compliance costs due to
changed regulations, could adversely affect operations at existing restaurants.

 In
addition, in order to develop and construct restaurants, we must comply with applicable zoning, land use and environmental regulations.
Federal and state environmental regulations have not had a material effect on our operations to date, but more stringent and varied requirements
of local governmental bodies with respect to zoning, land use and environmental factors could delay or even prevent construction and
increase development costs for new restaurants. We are also required to comply with the accessibility standards mandated by the U.S.
Americans with Disabilities Act, which generally prohibits discrimination in accommodation or employment based on disability. We may
in the future have to modify restaurants, for example, by adding access ramps or redesigning certain architectural fixtures, to provide
service to or make reasonable accommodations for disabled persons. While these expenses could be material, our current expectation is
that any such actions will not require us to expend substantial funds.

 Alcoholic
beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county or municipal
authorities for a license that must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control
regulations relate to numerous aspects of daily operations of our restaurants, including minimum age of patrons and employees, hours
of operation, advertising, trade practices, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors,
inventory control and handling, storage and dispensing of alcoholic beverages. We are also subject in certain states to "dram shop"
statutes, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully
served alcoholic beverages to the intoxicated person. We carry liquor liability coverage as part of our existing comprehensive general
liability insurance.

 Further,
we are subject to the U.S. Fair Labor Standards Act, the U.S. Immigration Reform and Control Act of 1986, the Occupational Safety and
Health Act and various other federal and state laws governing similar matters including minimum wages, overtime, workplace safety and
other working conditions. Significant numbers of our food service and preparation personnel are paid at rates related to the applicable
minimum wage, and further increases in the minimum wage or other changes in these laws could increase our labor costs. Our ability to
respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and guests. Our distributors
and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs of goods and services
supplied by us. We may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging
violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters.

 There
has been increased regulation of certain food establishments in the United States, such as the requirements to maintain a Hazard Analysis
and Critical Control Points ("HACCP") system. HACCP refers to a management system in which food safety is addressed through
the analysis and control of potential hazards from production, procurement and handling, to manufacturing, distribution and consumption
of the finished product. Many states have required restaurants to develop and implement HACCP systems and the U.S. government continues
to expand the sectors of the food industry that must adopt and implement HACCP programs. We cannot assure you that we will not have to
expend additional time and resources to comply with new food safety requirements either required by current or future federal food safety
regulation or legislation. Additionally, our suppliers may initiate or otherwise be subject to food recalls that may impact the availability
of certain products, result in adverse publicity or require us to take actions that could be costly for us or otherwise harm our business.

 A
number of states, counties and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers
certain nutritional information or have enacted legislation restricting the use of certain types of ingredients in restaurants. Many
of these requirements are inconsistent or interpreted differently from one jurisdiction to another. These requirements may be different
or inconsistent with requirements that we are subject to under the the Patient Protection and Affordable Care Act of 2010, as amended by the
Health Care and Education Reconciliation Act, (collectively, the "ACA,"), which establishes a uniform, federal requirement for certain
restaurants to post nutritional information on their menus. Specifically, the ACA requires chain restaurants with 20 or more locations
in the United States operating under the same name and offering substantially the same menus to publish the total number of calories
of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total
daily calorie intake. The ACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed
nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this
information upon request. While our ability to adapt to consumer preferences is a strength of our concepts, the effect of such labeling
requirements on consumer choices, if any, is unclear at this time.

 We
are subject to federal, state and local environmental laws and regulations concerning waste disposal, pollution, protection of the environment,
and the presence, discharge, storage, handling, release and disposal of, or exposure to, hazardous or toxic substances ("environmental
laws"). These environmental laws can provide for significant fines and penalties for non-compliance and liabilities for remediation,
sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of
the hazardous or toxic substances. Third parties may also make claims against owners or operators of properties for personal injuries
and property damage associated with releases of, or actual or alleged exposure to, such substances. We are not aware of any environmental
laws that will materially affect our earnings or competitive position, or result in material capital expenditures relating to our restaurants.
However, we cannot predict what environmental laws will be enacted in the future, how existing or future environmental laws will be administered,
interpreted or enforced, or the amount of future expenditures that we may need to make to comply with, or to satisfy claims relating
to, environmental laws. It is possible that we will become subject to environmental liabilities at our properties, and any such liabilities
could materially affect our business, financial condition or results of operations.

 We
are also subject to laws and regulations relating to information security, privacy, cashless payments, gift cards and consumer credit,
protection and fraud, and any failure or perceived failure to comply with these laws could harm our reputation or lead to litigation,
which could adversely affect our business, financial condition or results of operations.

 Furthermore,
we are subject to import laws and tariffs which could impact our ability to source and secure food products, other supplies and equipment
necessary to operate our restaurants.

 For
a discussion of the various risks we face from regulation and compliance matters, see " Risk Factors."

 Intellectual
Property and Trademarks

Holdings Co., our wholly owned subsidiary, owns a number of patents, trademarks and service marks registered or pending with the
U.S. Patent and Trademark Office ("PTO") including the following registrant trademarks: YOSHIHARU RAMEN
(Trademark Reg. No. 5030823) and Design Mark YOSHIHARU RAMEN (Trademark Reg. No. 5045588). In addition, we have registered the
Internet domain name www.yoshiharuramen.com. The information on, or that can be accessed through, our website is not part of this
Report.

 We
believe that the trademarks, service marks and other intellectual property rights that we license from Yoshiharu Holdings Co. have significant
value and are important to the marketing and reputation of our brand. It is our policy to pursue registration of our intellectual property
whenever possible and to oppose vigorously any infringement thereof. However, we cannot predict whether steps taken to protect such rights
will be adequate or whether Yoshiharu Holdings Co. will take steps to enforce such rights with regard to any intellectual property that
we license from them. See " Risk Factors—Risks Related to Our Business and Industry—We may become involved in lawsuits
involving Yoshiharu Holdings Co. as the owner of intellectual property, or us as a licensee of intellectual property from Yoshiharu Holdings
Co., to protect or enforce our intellectual property rights, which could be expensive, time consuming, and unsuccessful." We
are aware of third-party restaurants with names similar to our restaurant name in certain limited geographical areas such as in California.
However, we believe such uses will not adversely affect us.

 Legal
Proceedings

 We
are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results
of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self- regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries
threatened against or affecting our company, our common stock, any of our subsidiaries or of our company's or our company's
subsidiaries' officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse
effect.

 Item
1A. Risk Factors.

 Risks Related to Our Business

 We
have incurred operating losses and may not be profitable in the future. Our plans to maintain and increase liquidity may not be successful.

 We
incurred a net loss of $3.0 million and $3.5 million for the years ended December 31, 2023 and 2022, respectively.

 In September 2022, we consummated our IPO (the "IPO") of 2,940,000
shares of 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 were approximately $10.3 million after deducting underwriting discounts and commissions and other offering expenses of approximately
$1.5 million.

 On
January 5, 2024, we entered into a securities purchase agreement (the "Securities Purchase Agreement") with Alumni
Capital LP, a Delaware limited partnership ("Alumni"), which provides that, upon the terms and subject to the conditions and limitations set
forth therein, we have the right, but not the obligation, to sell to Alumni, and Alumni is obligated to
purchase, up to an aggregate of $5,000,000 in shares of our Class A Common Stock.

 We believe that the expected cash flow from operations,
the proceeds from the IPO, and the proceeds from the Securities Purchase Agreement will be adequate to fund operating lease obligations,
capital expenditures and working capital obligations for at least the next 12 months and thereafter.

 Our
long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expand
our operations in existing and new markets.

 One
of the key means of achieving our growth strategies will be through opening and operating new restaurants on a profitable basis for the
foreseeable future. We opened two new restaurants in 2022 and in 2023, respectively, and opened one new restaurant in February 2024. We
currently have two new locations under construction/development, and expect to complete the acquisition of three existing restaurants in the
early second quarter of 2024. We also plan to open an additional two to four new restaurants in 2024. We identify target markets where we
can enter or expand, taking into account numerous factors such as the locations of our current restaurants, demographics, traffic patterns
and information gathered from various sources. We may not be able to open our planned new restaurants within budget or on a timely basis,
if at all, given the uncertainty of these factors, which could adversely affect our business, financial condition and results of operations.
As we operate more restaurants, our rate of expansion relative to the size of our restaurant base will eventually decline.

 The
number and timing of new restaurants opened during any given period may be negatively impacted by a number of factors including, without
limitation:

 identification
 and availability of locations with the appropriate size, traffic patterns, local retail and business attractions and infrastructure
 that will drive high levels of guest traffic and sales per unit;

 competition
 in existing and new markets, including competition for restaurant sites;

 the
 ability to negotiate suitable lease terms;

 the
 lack of development and overall decrease in commercial real estate due to a macroeconomic downturn;

 recruitment
 and training of qualified personnel in the local market;

 our
 ability to obtain all required governmental permits, including zonal approvals, on a timely basis;

 our
 ability to control construction and development costs of new restaurants;

 landlord
 delays;

 the
 proximity of potential sites to an existing restaurant, and the impact of cannibalization on future growth;

 anticipated
 commercial, residential and infrastructure development near our new restaurants; and

 the
 cost and availability of capital to fund construction costs and pre-opening costs.

 Accordingly,
we cannot assure you that we will be able to successfully expand as we may not correctly analyze the suitability of a location or anticipate
all of the challenges imposed by expanding our operations. Our growth strategy, and the substantial investment associated with the development
of each new restaurant, may cause our operating results to fluctuate and be unpredictable or adversely affect our business, financial
condition or results of operations. If we are unable to expand in existing markets or penetrate new markets, our ability to increase
our sales and profitability may be materially harmed or we may face losses.

 Our
restaurant base is geographically concentrated in California, and we could be negatively affected by conditions specific to California.

 Adverse
changes in demographic, unemployment, economic, regulatory or weather conditions in California have had, and may continue to have, material
adverse effects on our business, financial condition or results of operations. As a result of our concentration in California, we have
been, and in the future may be, disproportionately affected by adverse conditions in this specific market compared to other chain restaurants
with a national footprint.

 Our
expansion into new markets may present increased risks due in part to our unfamiliarity with the areas and may make our future results
unpredictable.

 We
opened two new restaurants in 2022 and in 2023, respectively, and opened one new restaurant in February 2024. We currently have two new locations
under construction/development, and expect to complete the acquisition of three existing restaurants in the early second quarter of 2024.
We plan to continue to increase the number of our restaurants in the next several years as part of our expansion strategy and expect
to open an additional two to four new restaurants in 2024. We may in the future open restaurants in markets where we have little or no operating
experience. This growth strategy and the substantial investment associated with the development of each new restaurant may cause our
operating results to fluctuate and be unpredictable or adversely affect our business, financial condition or results of operations. Restaurants
we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction,
occupancy or operating costs than restaurants we open in existing markets, thereby affecting our overall profitability. New markets may
have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our
existing markets and there may be little or no market awareness of our brand in these new markets. We may need to make greater investments
than we originally planned in advertising and promotional activity in new markets to build brand awareness. We also may find it more
difficult in new markets to hire, motivate and keep qualified employees who share our vision, passion and business culture. If we do
not successfully execute our plans to enter new markets, our business, financial condition or results of operations could be materially
adversely affected.

 New
restaurants, once opened, may not be profitable, and the increases in average restaurant sales and comparable restaurant sales that we
have experienced in the past may not be indicative of future results.

 New
restaurants may not be profitable and their sales performance may not follow historical patterns. In addition, our average restaurant
sales and comparable restaurant sales may not increase at the rates achieved over the past several years. Our ability to operate new
restaurants profitably and increase average restaurant sales and comparable restaurant sales will depend on many factors, some of which
are beyond our control, including:

 consumer
 awareness and understanding of our brand;

 general
 economic conditions, which can affect restaurant traffic, local labor costs and prices we pay for the food products and other supplies
 we use;

 changes
 in consumer preferences and discretionary spending;

 competition,
 either from our competitors in the restaurant industry or our own restaurants;

 temporary
 and permanent site characteristics of new restaurants; and

 changes
 in government regulation.

 If
our new restaurants do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve
our expected average restaurant sales, our business, financial condition or results of operations could be adversely affected.

 Our
sales and profit growth could be adversely affected if comparable restaurant sales are less than we expect.

 The
level of comparable restaurant sales growth, which represents the change in year-over-year sales for restaurants open for at least three
months, could affect our sales growth. Our ability to increase comparable restaurant sales depends in part on our ability to successfully
implement our initiatives to build sales. It is possible such initiatives will not be successful, that we will not achieve our target
comparable restaurant sales growth or that the change in comparable restaurant sales could be negative, which may cause a decrease in
our profitability and would materially adversely affect our business, financial condition or results of operations. See " Management's
Discussion and Analysis of Financial Condition and Results of Operations."

 Our
failure to manage our growth effectively could harm our business and operating results.

 Our
growth plan includes opening new restaurants. Our existing restaurant management systems, financial and management controls and information
systems may be inadequate to support our planned expansion. Managing our growth effectively will require us to continue to enhance these
systems, procedures and controls and to hire, train and retain managers and team members. We may not respond quickly enough to the changing
demands that our expansion will impose on our management, restaurant teams and existing infrastructure which could harm our business,
financial condition or results of operations.

 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.

 As
of December 31, 2022 and 2023, we operated eight and ten restaurants, respectively. We have opened one new restaurant in February 2024 and
currently have two new locations under construction/development. We expect to complete the acquisition of three existing restaurants in the
early second quarter of 2024 and also plan to open an additional two to four new restaurants in 2024. The capital resources required to develop
each new restaurant are significant. On average, we estimate that our restaurants require a cash build-out cost of approximately $350,000-$550,000
per restaurant, net of landlord tenant improvement allowances and pre-opening costs and assuming that we do not purchase the underlying
real estate. Actual costs may vary significantly depending upon a variety of factors, including the site and size of the restaurant and
conditions in the local real estate and labor markets. The combination of our relatively small number of existing restaurants, the significant
investment associated with each new restaurant, variance in the operating results in any one restaurant, or a delay or cancellation in
the planned opening of a restaurant could materially affect our business, financial condition or results of operations.

 A
decline in visitors to any of the retail centers, shopping malls, lifestyle centers, or entertainment centers where our restaurants are
located could negatively affect our restaurant sales.

 Our
restaurants are primarily located in high-activity areas such as retail centers, shopping malls, lifestyle centers, and entertainment
centers. We depend on high visitor rates at these centers to attract guests to our restaurants. Factors that may result in declining
visitor rates include economic or political conditions, anchor tenants closing in retail centers or shopping malls in which we operate,
changes in consumer preferences or shopping patterns, changes in discretionary consumer spending, increasing petroleum prices, or other
factors, which may adversely affect our business, financial condition or results of operations.

 Opening
new restaurants in existing markets may negatively affect sales at our existing restaurants.

 The
consumer target area of our restaurants varies by location, depending on a number of factors, including population density, other local
retail and business attractions, area demographics and geography. As a result, the opening of a new restaurant in or near markets in
which we already have restaurants could adversely affect the sales of these existing restaurants and thereby adversely affect our business,
financial condition or results of operations. Existing restaurants could also make it more difficult to build our consumer base for a
new restaurant in the same market. Our core business strategy does not entail opening new restaurants that we believe will materially
affect sales at our existing restaurants, but we may selectively open new restaurants in and around areas of existing restaurants that
are operating at or near capacity to effectively serve our guests. Sales cannibalization between our restaurants may become significant
in the future as we continue to expand our operations and could affect our sales growth, which could, in turn, materially adversely affect
our business, financial condition or results of operations.

 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. Additionally, our franchise partners' interests may conflict or diverge with our interests
in the future, which could have a negative impact on our business.

 As
we grow, we will depend on the financial success and cooperation of our future franchise partners for our success. Our franchise partners
will be independent business operators and will not be our employees, and as such we have limited control over how our franchise partners
will run their businesses, and their inability to operate successfully could adversely affect our operating results.

 We
will receive royalties, franchise fees, contributions to our marketing development fund, and other fees from our franchise partners.
Additionally, we will sell proprietary products to our franchise partners at a markup over our cost to produce. We expect to establish
operational standards and guidelines for our franchise partners; however, we will have limited control over how our franchise partners'
businesses are run, including day to day operations. Even with these operation standards and guidelines, the quality of franchised stores
may be diminished by any number of factors beyond our control. Consequently, our franchise partners may not successfully operate stores
in a manner consistent with our standards and requirements, such as quality, service and cleanliness, or may not hire and train qualified
store managers and other store personnel or may not implement marketing programs and major initiatives such as store remodels or equipment
or technology upgrades, which may require financial investment. Even if such unsuccessful operations do not rise to the level of breaching
the related franchise documents, they may be attributed by customers to our brand and could have a negative impact on our business.

 Our
franchise partners may not be able to secure adequate financing to open or continue operating their stores. If they incur too much debt
or if economic or sales trends deteriorate such that they are unable to repay existing debt, our franchise partners could experience
financial distress or even bankruptcy. If a significant number of our franchise partners were to become financially distressed, it could
harm our operating results through reduced royalty revenue, marketing fees, and proprietary product sales and the impact on our profitability
could be greater than the percentage decrease in these revenue streams.

 While
we are responsible for ensuring the success of our entire system of stores and for taking a longer term view with respect to system improvements,
our franchise partners will have individual business strategies and objectives, which might conflict with our interests. Our future franchise
partners may from time to time disagree with us and our strategies and objectives regarding the business or our interpretation of our
respective rights and obligations under the franchise agreement and the terms and conditions of the franchise partner relationship. This
may lead to disputes with our franchise partners and we expect such disputes to occur from time to time in the future. Such disputes
may result in legal action against us. To the extent we have such disputes, the attention, time and financial resources of our management
and our future franchise partners will be diverted from our stores, which could harm our business even if we have a successful outcome
in the dispute.

 Actions
or omissions by our future franchise partners in violation of various laws may be attributed to us or result in negative publicity that
affects our overall brand image, which may decrease consumer demand for our products. Franchise partners may engage in online activity
via social media or activity in their personal lives that negatively impacts public perception of our franchise partners' or our
operations or our brand as a whole. This activity may negatively affect franchise partners' sales and in turn impact our revenue.

 In
addition, various state and federal laws govern our relationship with our future franchise partners and our potential sale of a franchise.
A future franchise partner and/or a government agency may bring legal action against us based on the franchisee/franchisor relationships
that could result in the award of damages to a franchise partner and/or the imposition of fines or other penalties against us.

 Operating
results at our restaurants could be significantly affected by competition in the restaurant industry in general and, in particular, within
the dining segments of the restaurant industry in which we compete.

 We
face significant competition from a variety of restaurants offering both Asian and non-Asian cuisine, as well as takeout offerings from
grocery stores and other outlets where Asian food is sold. These segments are highly competitive with respect to, among other things,
product quality, dining experience, ambience, location, convenience, value perception, and price. Our competition continues to intensify
as competitors increase the breadth and depth of their product offerings and open new locations. These competitors may have, among other
things, chefs who are widely known to the public that may generate more notoriety for those competitors as compared to our brand. We
also compete with many restaurant and retail establishments for site locations and restaurant-level employees.

 Several
of our competitors offering Asian and related choices may look to compete with us on price, quality and service. Any of these competitive
factors may materially adversely affect our business, financial condition or results of operations.

 We rely significantly on certain vendors and
suppliers, which could adversely affect our business, financial condition or results of operations.

 Our ability to maintain consistent price and quality
throughout our restaurants depends in part upon our ability to acquire specified food products and supplies in sufficient quantities from
third-party vendors and suppliers at a reasonable cost. We do not control the businesses of our vendors and suppliers and our efforts
to specify and monitor the standards under which they perform may not be successful. Furthermore, certain food items are perishable, and
we have limited control over whether these items will be delivered to us in appropriate condition for use in our restaurants. If any of
our vendors or other suppliers are unable to fulfill their obligations to our standards, or if we are unable to find replacement providers
in the event of a supply or service disruption, we could encounter supply shortages and incur higher costs to secure adequate supplies,
which could materially adversely affect our business, financial condition or results of operations.

 In addition, we use various third-party vendors to
provide, support and maintain most of our management information systems. We also outsource certain accounting, payroll and human resource
functions to business process service providers. The failure of such vendors to fulfill their obligations could disrupt our operations.
Additionally, any changes we may make to the services we obtain from our vendors, or new vendors we employ, may disrupt our operations.
These disruptions could materially adversely affect our business, financial condition or results of operations.

 Continued supply chain disruptions and other
forces beyond our control, and resulting changes in food and supply costs have and could continue to adversely affect our business, financial
condition or results of operations.

 Our profitability depends in part on our ability to
anticipate and react to changes in food and supply costs, especially in light of recent supply chain disruptions. We believe we have experienced
higher costs due to increased commodity prices and challenges sourcing our supplies due in part to global supply chain disruptions. For
example, we believe that the cost of certain essential supplies (i.e. gloves and canola oil) has increased as a result of lower supply
attributable to supply chain disruptions. Shortages or interruptions in the availability of certain supplies caused by unanticipated demand,
problems in production or distribution, food contamination, inclement weather or other conditions beyond our control could also adversely
affect the availability, quality and cost of our ingredients, which could harm our operations. Although historically and as of December
31, 2023, global supply chain disruptions have not materially adversely affected our business, a substantial increase in the cost of,
or inability to procure, the food products most critical to our menu, such as canola oil, rice, meats, fish and other seafood, as well
as fresh vegetables, could materially and adversely affect our business, financial condition or results from operations. Although we try
to manage the impact that these fluctuations have on our operating results by, for example, diversifying our suppliers, we remain susceptible
to continued increases in food and other essential supply costs as a result of factors beyond our control, such as the current supply
chain interruptions, general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, generalized
infectious diseases, product recalls and government regulations.

 If any of our distributors or suppliers performs inadequately,
or our distribution or supply relationships are disrupted for any reason, our business, financial condition, results of operations or
cash flows could be adversely affected. If we cannot replace or engage distributors or suppliers who meet our specifications in a short
period of time, that could increase our expenses and cause shortages of food and other items at our restaurants, which could cause a restaurant
to remove items from its menu. If that were to happen, affected restaurants could experience significant reductions in sales during the
shortage or thereafter, if guests change their dining habits as a result. In addition, because we provide moderately priced food, we may
choose not to, or may be unable to, pass along commodity price increases to consumers. These potential changes in food and supply costs
could materially adversely affect our business, financial condition or results of operations.

 Our operations may be subject to the effects
of a rising rate of inflation which may adversely impact our financial condition and results of operations.

 Supply chain risk could increase our costs and limit
the availability of ingredients and supplies that are critical to our restaurant operations. The markets for some of our ingredients,
such as beef and produce, are particularly volatile due to factors beyond our control such as limited sources, seasonal shifts, climate
conditions, recent inflationary trends, military and geopolitical conflicts and industry demand, including as a result of animal disease
outbreaks, international commodity markets, food safety concerns, product recalls and government regulation. In addition, for certain
of our ingredients and other materials, we have a limited number of suppliers and distributors. We remain in regular contact with our
major suppliers and to date we have not experienced significant disruptions in our supply chain; however, in 2022 costs for certain supplies
and ingredients, such as produce, packaging, dairy, beef and chicken increased materially and rapidly, and inflationary pressures could
continue and/or spread to more categories as inflation increases continue across the global supply chain. Our efforts to mitigate future
price risk through forward contracts, strong partnerships with key suppliers, careful planning and other activities may not fully insulate
us from increases in commodity costs, which could have an adverse impact on our profitability.

 Any increase in the prices of the ingredients most
critical to our menu, such as chicken, beef, dairy, wheat, produce, rice, and pork, would have a particularly adverse effect on our operating
results. If the cost of one or more ingredients significantly increases, we may choose to temporarily suspend serving menu items that
use those ingredients, or one of our proteins, rather than pay the increased cost. Any such changes to our available menu may negatively
impact our restaurant traffic and could adversely impact our sales and brand.

 Changes in economic conditions could materially
affect our ability to maintain or increase sales at our restaurants or open new restaurants.

 The restaurant industry depends on consumer discretionary
spending. The United States in general or the specific markets in which we operate may suffer from depressed economic activity, recessionary
economic cycles, higher fuel or energy costs, low consumer confidence, high levels of unemployment, reduced home values, increases in
home foreclosures, investment losses, personal bankruptcies, reduced access to credit or other economic factors that may affect consumers'
discretionary spending. Sales in our restaurants could decline if consumers choose to dine out less frequently or reduce the amount they
spend on meals while dining out. Negative economic conditions might cause consumers to make long-term changes to their discretionary spending
behavior, including dining out less frequently on a permanent basis. If restaurant sales decrease, our profitability could decline as
we spread fixed costs across a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures
could result from prolonged negative restaurant sales, which could materially adversely affect our business, financial condition or results
of operations.

 We may need capital in the future, and we may
not be able to raise that capital on favorable terms.

 Developing our business will require significant capital
in the future. To meet our capital needs, we expect to rely on equipment financing and facility improvements, cash flows from operations,
the proceeds from the IPO, future offerings and other third-party financing. Third-party financing in the future may not, however, be
available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including
market conditions, our operating performance, lender sentiment. These factors may make the timing, amount, or terms and conditions of
additional financings unattractive. Our inability to raise capital could impede our growth and could materially adversely affect our business,
financial condition or results of operations.

 The ongoing COVID-19 pandemic has adversely
affected, and may continue to adversely affect, our operations, financial condition, liquidity and financial results.

 In March 2020,
the World Health Organization declared the novel strain of coronavirus COVID-19 a global pandemic. For the past two and one-half years,
this contagious virus, has continued to spread and has adversely affected workforces, customers, economies and financial markets globally.
In response to this outbreak, many state and local authorities mandated the temporary closure of non-essential businesses and dine-in
restaurant activity or limited indoor dining capacities. COVID-19 and the government measures taken to control it have caused a significant
disruption to our business operation. As of the filing date of this Annual Report on Form 10-K, all of our restaurants are operating at
100% indoor dining capacity; however, there can be no assurance that developments with respect to the COVID-19 pandemic and government
measures taken to control it will not adversely affect our operations and financial results.

 Additionally, consumer behavior
has changed and may fundamentally change as a result of COVID-19 in both the near and long term and such change may pose significant challenges
to our current service and business models. Traffic in restaurants, including ours, has been affected and may be materially and adversely
affected with more consumers relying on off-premises orders. All of this could materially and adversely impact sales at our restaurants
and our growth prospects. We have made adjustments to our restaurant operations due to the COVID-19 pandemic and may have to re-design
our service and business models to accommodate consumers' changed behavior patterns. Any such attempted effort could result in capital
expenditures, business disruption and lower margin sales, and may not be successful in growing our profitability.

 In
addition to the COVID-19 pandemic, the United States may experience in the future, outbreaks of other viruses, such as norovirus, the
bird/avian flu or other diseases. As we have experienced with the COVID-19 pandemic, if a regional or global health pandemic occurs, depending
upon its location, duration and severity, our business could be severely affected.

 Risks Related to Our Brand

 Negative
publicity relating to one of our restaurants could reduce sales at some or all of our other restaurants.

 Our
success is dependent in part upon our ability to maintain and enhance the value of our brand and consumers' connection to our brand.
We may, from time to time, be faced with negative publicity relating to food quality, restaurant facilities, guest complaints or litigation
alleging illness or injury, health inspection scores, integrity of our or our suppliers' food processing, employee relationships
or other matters, regardless of whether the allegations are valid or whether we are held to be responsible. The negative impact of adverse
publicity relating to one restaurant may extend far beyond the restaurant involved to affect some or all of our other restaurants, thereby
causing an adverse effect on our business, financial condition or results of operations. A similar risk exists with respect to unrelated
food service businesses, if consumers associate those businesses with our own operations.

 The
considerable expansion in the use of social media over recent years can further amplify any negative publicity that could be generated
by such incidents. Many social media platforms immediately publish the content their subscribers and participants post, often without
filters or checks on accuracy of the content posted. Information posted on such platforms may be adverse to our interests and/or may
be inaccurate. The dissemination of inaccurate or irresponsible information online could harm our business, reputation, prospects, financial
condition, or results of operations, regardless of the information's accuracy. The damage may be immediate without affording us
an opportunity for redress or correction.

 Additionally,
employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination
may also create negative publicity that could adversely affect us and divert our financial and management resources that would otherwise
be used to benefit the future performance of our operations. A significant increase in the number of these claims or an increase in the
number of successful claims could materially adversely affect our business, financial condition or results of operations. Consumer demand
for our restaurants and our brand's value could diminish significantly if any such incidents or other matters create negative publicity
or otherwise erode consumer confidence in us or our restaurants, which would likely result in lower sales and could materially adversely
affect our business, financial condition or results of operations.

 Food
safety and foodborne illness concerns could have an adverse effect on our business, financial condition or results of operations.

 We
cannot guarantee that our internal controls and training will be fully effective in preventing all food safety issues at our restaurants,
including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis A. In addition, there is no guarantee that
our restaurant locations will maintain the high levels of internal controls and training we require at our restaurants. Furthermore,
we rely on third-party vendors, making it difficult to monitor food safety compliance and increasing the risk that foodborne illness
would affect multiple locations rather than a single restaurant. Some foodborne illness incidents could be caused by third-party vendors
and transporters outside of our control. New illnesses resistant to our current precautions may develop in the future, or diseases with
long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of foodborne
illness in any of our restaurants or markets or related to food products we sell could negatively affect our restaurant sales nationwide
if highly publicized on national media outlets or through social media. This risk exists even if it were later determined that the illness
was wrongly attributed to us or one of our restaurants. A number of other restaurant chains have experienced incidents related to foodborne
illnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of our restaurants,
or negative publicity or public speculation about an incident, could materially adversely affect our business, financial condition or
results of operations.

 We have, from time to time, received borrowings
from a related party controlled by James Chae, our Chairman and Chief Executive Officer, which may become repayable on demand. Any unexpected
calls for repayment of a significant amount of such borrowings may adversely affect our business.

 We have, from time to time, have received unsecured
borrowings from James Chae and his affiliate APIIS Financial, Inc., a company 100% owned and controlled by our Chairman and Chief Executive
Officer, Mr. Chae, which is unsecured, non-interest bearing, and is repayable on demand. As of December 31, 2023 and December 31, 2022,
the balance was $24,720 and $172,720, respectively. If James Chae or his affiliate APIIS Financial, Inc. chooses to call for repayment
of a significant of such borrowings, we may need to use the net proceeds from the IPO, which may adversely impact our operations. Any
failure to service such indebtedness or comply with any such obligations may also cause us to incur legal fees if lender brings an action
for breach of contract, or otherwise adversely affect our business, financial condition, results of operation and prospects.

 We are subject to all of the risks associated
with leasing space subject to long-term non-cancelable leases.

 We do not own any real property. Payments under our
operating leases account for a significant portion of our operating expenses and we expect the new restaurants we open in the future will
similarly be leased. The majority of our operating leases have lease terms of 10 years, inclusive of customary extensions which are at
the option of our company. Most of our leases require a fixed annual rent which generally increases each year, and some require the payment
of additional rent if restaurant sales exceed a negotiated amount. Generally, our leases are "net" leases, which require us
to pay all of the cost of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases. Additional sites that
we lease are likely to be subject to similar long-term non-cancelable leases. If an existing or future restaurant is not profitable, and
we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things,
paying the base rent for the balance of the lease term. In addition, as each of our leases expires, we may fail to negotiate renewals,
either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to close restaurants in desirable
locations. If we fail to negotiate renewals, we may have to dispose of assets at such restaurant locations and incur closure costs as
well as impairment of property and equipment. Furthermore, if we fail to negotiate renewals, we may incur additional costs associated
with moving transferable furniture, fixtures and equipment. These potential increased occupancy and moving costs, as well as closures
of restaurants, could materially adversely affect our business, financial condition or results of operations.

 Macroeconomic conditions, including economic downturns,
may cause landlords of our leases to be unable to obtain financing or remain in good standing under their existing financing arrangements,
resulting in failures to pay required tenant improvement allowances or satisfy other lease covenants to us. In addition, tenants at shopping
centers in which we are located or have executed leases, or to which our locations are near, may fail to open or may cease operations.
Decreases in total tenant occupancy in shopping centers in which we are located, or to which our locations are near, may affect traffic
at our restaurants. All of these factors could have a material adverse impact on our business, financial condition or results of operations.

 Failure
to receive frequent deliveries of fresh food ingredients and other supplies could harm our business, financial condition or results of
operations.

 Our
ability to maintain our menu depends in part on our ability to acquire ingredients that meet our specifications from reliable suppliers.
To date, notwithstanding the current supply chain disruptions which we believe have attributed to increased costs, deliveries have been
consistent and not a source of material disruption to our business. However, shortages or interruptions in the supply of ingredients
caused by unanticipated demand, problems in production or distribution, food contamination, inclement weather or other conditions could
adversely affect the availability and quality of our ingredients in the future, which could harm our business, financial condition or
results of operations. If any of our distributors or suppliers performs inadequately, or our distribution or supply relationships are
materially disrupted for any reason, our business, financial condition or results of operations could be adversely affected. If we cannot
replace or engage distributors or suppliers who meet our specifications in a short period of time, that could increase our expenses and
cause shortages of food and other items at our restaurants, which could cause a restaurant to remove items from its menu. If that were
to happen, affected restaurants could experience significant reductions in sales during the shortage or thereafter, if guests change
their dining habits as a result. This reduction in sales could materially adversely affect our business, financial condition or results
of operations.

 In
addition, our approach to competing in the restaurant industry depends in large part on our continued ability to provide authentic and
traditional Japanese cuisine that is free from artificial ingredients. As we increase our use of these ingredients, the ability of our
suppliers to expand output or otherwise increase their supplies to meet our needs may be constrained. We could face difficulties to obtain
a sufficient and consistent supply of these ingredients on a cost-effective basis.

 New information or attitudes regarding diet
and health could result in changes in regulations and consumer consumption habits that could adversely affect our business, financial
condition or results of operations.

 Changes in attitudes regarding diet and health or
new information regarding the adverse health effects of consuming certain foods could result in changes in government regulation and consumer
eating habits that may impact our business, financial condition or results of operations. These changes have resulted in, and may continue
to result in, laws and regulations requiring us to disclose the nutritional content of our food offerings, and they have resulted in,
and may continue to result in, laws and regulations affecting permissible ingredients and menu offerings. For example, a number of jurisdictions
have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers certain nutritional information, or
have enacted legislation restricting the use of certain types of ingredients in restaurants. These requirements may be different or inconsistent
with requirements we are subject to under the ACA which establishes a uniform, federal requirement for certain restaurants to post nutritional
information on their menus. Specifically, the ACA requires chain restaurants with 20 or more locations operating under the same name and
offering substantially the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with
a statement that puts this calorie information in the context of a total daily calorie intake. The ACA also requires covered restaurants
to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide
a statement on menus and menu boards about the availability of this information upon request. Unfavorable publicity about, or guests'
reactions to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the
demand for our offerings, thereby adversely affecting our business, financial condition or results of operations.

 Compliance with current and future laws and regulations
regarding the ingredients and nutritional content of our menu items may be costly and time-consuming. Additionally, if consumer health
regulations or consumer eating habits change significantly, we may be required to modify or discontinue certain menu items, and we may
experience higher costs associated with the implementation of those changes, as well as adversely affect the attractiveness of our restaurants
to new or returning guests. We cannot predict the impact of any new nutrition labeling requirements. The risks and costs associated with
nutritional disclosures on our menus could also impact our operations, particularly given differences among applicable legal requirements
and practices within the restaurant industry with respect to testing and disclosure, ordinary variations in food preparation among our
own restaurants, and the need to rely on the accuracy and completeness of nutritional information obtained from third-party suppliers.

 We may not be able to effectively respond to changes
in consumer health perceptions or successfully implement the nutrient content disclosure requirements and to adapt our menu offerings
to trends in eating habits. The imposition of menu labeling laws and an inability to keep up with consumer eating habits could materially
adversely affect our business, financial condition or results of operations, as well as our position within the restaurant industry in
general.

 We rely significantly on information technology,
and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

 We rely significantly on information systems, including
point-of-sale processing in our restaurants for management of our supply chain, payment of obligations, collection of cash, credit and
debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business depends significantly
on the reliability and capacity of these systems. Failures of these systems to operate effectively, maintenance problems, upgrading or
transitioning to new platforms, or a breach in security of these systems could result in delays in customer service and reduce efficiency
in our operations. Remediation of such problems could result in significant, unplanned capital investments.

 Our marketing programs may not be successful,
and our new menu items, advertising campaigns and restaurant designs and remodels may not generate increased sales or profits.

 We incur costs and expend other resources in our marketing
efforts on new menu items, advertising campaigns and restaurant designs and remodels to raise brand awareness and attract and retain guests.
These initiatives may not be successful, resulting in expenses incurred without the benefit of higher sales. Additionally, some of our
competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising and other initiatives
than we are able to. Should our competitors increase spending on marketing and advertising and other initiatives or our marketing funds
decrease for any reason, or should our advertising, promotions, new menu items and restaurant designs and remodels be less effective than
our competitors, there could be a material adverse effect on our business, financial condition or results of operations.

 Our inability or failure to recognize, respond
to and effectively manage the accelerated impact of social media could materially adversely impact our business, financial condition or
results of operations.

 Our marketing efforts rely heavily on the use of social
media. In recent years, there has been a marked increase in the use of social media platforms, including weblogs (blogs), mini-blogs,
chat platforms, social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience
of consumers and other interested persons. Many of our competitors are expanding their use of social media, and new social media platforms
are rapidly being developed, potentially making more traditional social media platforms obsolete. As a result, we need to continuously
innovate and develop our social media strategies in order to maintain broad appeal with guests and brand relevance. We also continue to
invest in other digital marketing initiatives that allow us to reach our guests across multiple digital channels and build their awareness
of, engagement with, and loyalty to our brand. These initiatives may not be successful, resulting in expenses incurred without the benefit
of higher sales or increased brand recognition.

 Risks Related to Our People and Culture

 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.

 Our success depends largely upon the continued services
of our key executives, including James Chae. We also rely on our leadership team in setting our strategic direction, operating our business,
identifying, recruiting and training key personnel, identifying expansion opportunities, arranging necessary financing, and for general
and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure
of executives, which could disrupt our business. The loss or replacement of one or more of our executive officers or other key employees
could have a serious adverse effect on our business, financial condition or results of operations.

 To continue to execute our growth strategy, we also must identify, hire
and retain highly skilled personnel. We might not be successful in continuing to attract and retain qualified personnel. Failure to identify,
hire and retain necessary key personnel could have a material adverse effect on our business, financial condition or results of operations.

 Labor
disputes may disrupt our operations and affect our profitability, thereby causing a material adverse effect on our business, financial
condition or results of operations.

 As
an employer, we are presently, and may in the future be, subject to various employment-related claims, such as individual or class actions
or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour,
labor standards or healthcare and benefit issues. Any future actions if brought against us and successful in whole or in part, may affect
our ability to compete or could materially adversely affect our business, financial condition or results of operations.

 The
minimum wage, particularly in California, continues to increase and is subject to factors outside of our control.

 We
have a substantial number of hourly employees who are paid wage rates based on the applicable federal or state minimum wage. Since January
1, 2023, the State of California has a minimum wage of $15.50 per hour. Moreover, municipalities may set minimum wages above the applicable
state standards, including in the municipalities in which we operate.

 The
federal minimum wage has been $7.25 per hour since July 24, 2009. Any of federally-mandated, state-mandated or municipality-mandated
minimum wages may be raised in the future which could have a materially adverse effect on our business, financial condition or results
of operations. If menu prices are increased by us to cover increased labor costs, the higher prices could adversely affect sales and
thereby reduce our margins and adversely affect our business, financial condition or results of operations.

in employment laws may adversely affect our business, financial condition, results of operations or cash flow.

 Various
federal and state labor laws govern the relationship with our employees and affect operating costs. These laws include employee classification
as exempt/non-exempt for overtime and other purposes, minimum wage requirements, tips and gratuity payments, unemployment tax rates,
workers' compensation rates, immigration status and other wage and benefit requirements. Significant additional government-imposed
increases in the following areas could materially affect our business, financial condition, operating results or cash flow:

 minimum
 wages;

 tips
 and gratuities;

 mandatory
 health benefits;

 vacation
 accruals;

 paid
 leaves of absence, including paid sick leave; and

 tax
 reporting.

 If
we face labor shortages, increased labor costs or unionization activities, our growth, business, financial condition and operating results
could be adversely affected.

 Labor
is a primary component in the cost of operating our restaurants. We are currently experiencing labor shortages which is a risk that we
share with our competitors. Availability of qualified employees is scarce. Additionally, labor costs have increased due to recent minimum
wage increases in California and the fact that we employ fewer employees who are working extended hours and therefore we are experiencing
an increase of overtime payable to such employees, If we continue to face labor shortages or increased labor costs because of these factors
or as a result of increased competition for employees, higher employee turnover rates, additional increases in federal, state or local
minimum wage rates or other employee benefits costs (including costs associated with health insurance coverage), our operating expenses
could increase and our growth could be adversely affected. In addition, our success depends in part upon our ability to attract, motivate
and retain a sufficient number of well-qualified restaurant operators and management personnel, as well as a sufficient number of other
qualified employees, to keep pace with our expansion schedule. Qualified individuals needed to fill these positions are in short supply
in some geographic areas. In addition, restaurants have traditionally experienced relatively high employee turnover rates. We are experiencing
problems in recruiting and retaining employees, and our ability to recruit and retain such individuals may delay the planned openings
of new restaurants or result in higher employee turnover in existing restaurants, which could have a material adverse effect on our business,
financial condition or results of operations.

 If
we are unable to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected, thereby
adversely affecting or business, financial condition or results of operations. Competition for these employees could require us to pay
higher wages, which could result in higher labor costs. In addition, additional increases in the minimum wage would increase our labor
costs. Additionally, costs associated with workers' compensation are rising, and these costs may continue to rise in the future.
We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers, in which case our margins
would be negatively affected, which could materially adversely affect our business, financial condition or results of operations.

 Although
none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor
unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were
significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results
of operations.

 Our
business could be adversely affected by a failure to obtain visas or work permits or to properly verify the employment eligibility of
our employees.

 Although
we require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employees
may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties,
and if any of our workers are found to be unauthorized, we could experience adverse publicity that may negatively impact our brand and
may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who are unauthorized
employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in adverse publicity.
We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping
obligations of federal and state immigration compliance laws. These factors could materially adversely affect our business, financial
condition or results of operations.

 Risks Related to Regulation and Litigation

 Failure
to comply with antibribery or anticorruption laws could adversely affect our reputation, business, financial condition or results of
operations.

 The
U.S. Foreign Corrupt Practices Act and other similar applicable laws prohibiting bribery of government officials and other corrupt practices
are the subject of increasing emphasis and enforcement around the world. Although we have implemented policies and procedures designed
to promote compliance with these laws, there can be no assurance that our employees, contractors, agents, or other third parties will
not take actions in violation of our policies or applicable law. Any such violations or suspected violations could subject us to civil
or criminal penalties, including substantial fines and significant investigation costs, and could also materially damage our reputation,
brands, international expansion efforts and growth prospects, business, financial condition and results of operations. Publicity relating
to any noncompliance or alleged noncompliance could also harm our reputation and adversely affect our business, financial condition or
results of operations.

 Delays
In Obtaining Construction Permits Can Have A Material Adverse Effect on Our Business.

 We typically are able to negotiate approximately 6 months to complete a
construction/development of our stores before we have to make our first lease payment. Construction/development of a new restaurant takes
approximately three - six months once construction permits (e.g., Health and City) are issued. Prior to the COVID-19 pandemic, permits
took approximately two months to obtain. During the pandemic and as of December 31, 2023, construction permits have been significantly
delayed, causing us to incur lease payments prior to the opening of such locations, which means prior to the generation of any revenues
from such stores. A delay in construction permits has had a direct impact on our ability to open our three stores currently under construction/development.
We are also making lease payments on all three of such stores. There can be no assurance that construction permits will be timely obtained
on future stores, or that they will ever be obtained (including with respect to the two restaurants under construction/development). There
is also no assurance that we can successfully negotiate an abatement on any of our existing non-cancelable leases to alleviate such costs,
or that we will have the leverage to negotiate longer periods before the first rental payment is required to be made on future leases.
A significant increase in lease payments prior to opening our stores could have a material adverse effect on our profitability and growth
potential, since increased lease costs could cause us to divert cash away from opening new stores. If we are unable to open new stores,
we could be forced to cease operations.

 We
may become involved in lawsuits involving Yoshiharu Holdings Co. as the owner of intellectual property, or us as a licensee of intellectual
property from Yoshiharu Holdings Co., to protect or enforce intellectual property rights, which could be expensive, time consuming, and
unsuccessful.

 Third
parties may sue Yoshiharu Holdings Co., our wholly owned subsidiary, or us for alleged infringement of their proprietary rights. The
party claiming infringement might have greater resources than we do to pursue its claims, and we could be forced to incur substantial
costs and devote significant management resources to defend against such litigation, even if the claims are meritless and even if we
ultimately prevail. If the party claiming infringement were to prevail, we could be forced to pay significant damages, or enter into
expensive royalty or licensing arrangements with the prevailing party. In addition, any payments we are required to make, and any injunction
we are required to comply with as a result of such infringement, could harm our reputation and our business, financial condition or results
of operations.

 Infringements
on Yoshiharu Holdings Co.'s intellectual property rights, including Yoshiharu Holdings Co.'s service marks and trade secrets,
could result in additional expense and could devalue our brand equity, as well as substantially affect our business, financial condition
or results of operations.

 Other
parties may infringe on our intellectual property rights, including those which we develop or otherwise license to use, and may thereby
dilute our brand in the marketplace. Any such infringement of our intellectual property rights would also likely result in a commitment
of our time and resources to protect these rights through litigation or otherwise.

 Our
business prospects depend in part on our ability to develop favorable consumer recognition of the Yoshiharu name. Although the "YOSHIHARU
RAMEN" word and design marks are federally registered marks owned by Yoshiharu Holdings Co., such marks could be imitated in ways
that we or Yoshiharu Holdings Co. cannot prevent. Alternatively, third parties may attempt to cause us to change our name or not operate
in a certain geographic region if our name is confusingly similar to their name. In addition, we rely on trade secrets, proprietary know-how,
concepts, and recipes, some of which we license from Yoshiharu Holdings Co. Our methods or Yoshiharu Holdings Co.'s methods of
protecting this information may not be adequate. Moreover, we or Yoshiharu Holdings Co. may face claims of misappropriation or infringement
of third parties' rights that could interfere with our use of this information. Defending these claims may be costly and, if unsuccessful,
may prevent us from continuing to use this proprietary information in the future, and may result in a judgment or monetary damages. We
do not maintain confidentiality and non-competition agreements with all of our executives, key personnel, or suppliers. If competitors
independently develop or otherwise obtain access to the trade secrets, proprietary know-how, concepts, or recipes we rely upon to operate
our restaurants, some of which we license from Yoshiharu Holdings Co., the appeal of our restaurants could be significantly reduced and
our business, financial condition or results of operations could be adversely affected.

 Governmental regulation may adversely affect
our ability to open new restaurants or otherwise adversely affect our business, financial condition or results of operations.

 We are subject to various federal, state and local
regulations. Our restaurants are subject to state and local licensing and regulation by health, alcoholic beverage, sanitation, food and
occupational safety and other agencies. We may experience material difficulties or failures in obtaining the necessary licenses, approvals
or permits for our restaurants, which could delay planned restaurant openings or affect the operations at our existing restaurants. In
addition, stringent and varied requirements of local regulators with respect to zoning, land use and environmental factors could delay
or prevent development of new restaurants in particular locations.

 We are subject to the U.S. Americans with Disabilities
Act and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations
and other areas, including our restaurants. We may in the future have to modify restaurants, for example, by adding access ramps or redesigning
certain architectural fixtures, to provide service to or make reasonable accommodations for disabled persons. The expenses associated
with these modifications could be material.

 Our operations are also subject to the U.S. Occupational
Safety and Health Act, which governs worker health and safety, the U.S. Fair Labor Standards Act, which governs such matters as minimum
wages and overtime, and a variety of similar federal, state and local laws that govern these and other employment law matters. In addition,
federal, state and local proposals related to paid sick leave or similar matters could, if implemented, materially adversely affect our
business, financial condition or results of operations.

 Compliance with environmental laws may negatively
affect our business.

 We are subject to federal, state and local laws and
regulations concerning waste disposal, pollution, protection of the environment, and the presence, discharge, storage, handling, release
and disposal of, and exposure to, hazardous or toxic substances. These environmental laws provide for significant fines and penalties
for noncompliance and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of,
or was responsible for, the release or presence of hazardous toxic substances. Third parties may also make claims against owners or operators
of properties for personal injuries and property damage associated with releases of, or actual or alleged exposure to, such hazardous
or toxic substances at, on or from our restaurants. Environmental conditions relating to releases of hazardous substances at prior, existing
or future restaurant sites could materially adversely affect our business, financial condition or results of operations. Further, environmental
laws, and the administration, interpretation and enforcement thereof, are subject to change and may become more stringent in the future,
each of which could materially adversely affect our business, financial condition or results of operations.

 A
breach of security of confidential consumer information related to our electronic processing of credit and debit card transactions, as
well as a breach of security of our employee information, could substantially affect our reputation, business, financial condition of
results of operations.

 The
majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in
which credit and debit card information has been stolen. We may in the future become subject to claims for purportedly fraudulent transactions
arising out of the actual or alleged theft of credit or debit card information, and we may also be subject to lawsuits or other proceedings
relating to these types of incidents. We may ultimately be held liable for the unauthorized use of a cardholder's card number in
an illegal activity and be required by card issuers to pay charge-back fees. In addition, most states have enacted legislation requiring
notification of security breaches involving personal information, including credit and debit card information. Any such claim or proceeding
could cause us to incur significant unplanned expenses, which could have an adverse impact on our business, financial condition or results
of operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on us and could substantially
affect our reputation and business, financial condition or results of operations.

 In
addition, our business requires the collection, transmission and retention of large volumes of guest and employee data, including personally
identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom
we contract to provide services. The collection and use of such information is regulated at the federal and state levels, as well as
at the international level, in which regulatory requirements have been increasing. As our environment continues to evolve in the digital
age and reliance upon new technologies becomes more prevalent, it is imperative we secure the privacy and sensitive information we collect.
Failure to do so, whether through fault of our own information systems or those of outsourced third-party providers, could not only cause
us to fail to comply with these laws and regulations, but also could cause us to face litigation and penalties that could adversely affect
our business, financial condition or results of operations. Our brand's reputation and image as an employer could also be harmed
by these types of security breaches or regulatory violations.

 We
could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material
money damages and other remedies.

 Our
guests may file complaints or lawsuits against us alleging we caused an illness or injury they suffered at or after a visit to our restaurants,
or that we have problems with food quality or operations. We may also be subject to a variety of other claims arising in the ordinary
course of our business, including personal injury claims, contract claims and claims alleging violations of federal and state law regarding
workplace and employment matters, equal opportunity, discrimination and similar matters, and we are presently subject to class action
and other lawsuits with regard to certain of these matters and could become subject to additional class action or other lawsuits related
to these or different matters in the future. Regardless of whether any claims against us are valid, or whether we are ultimately held
liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment
in excess of our insurance coverage for any claims could materially and adversely affect our business, financial condition or results
of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects,
which in turn could materially adversely affect our business, financial condition or results of operations.

 We
are subject to state and local "dram shop" statutes, which may subject us to uninsured liabilities. These statutes generally
allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to
the intoxicated person. Because a plaintiff may seek punitive damages, which may not be fully covered by insurance, this type of action
could have an adverse impact on our business, financial condition or results of operations. A judgment in such an action significantly
in excess of, or not covered by, our insurance coverage could adversely affect our business, financial condition or results of operations.
Further, adverse publicity resulting from any such allegations may adversely affect our business, financial condition or results of operations.

 Our
current insurance may not provide adequate levels of coverage against claims.

 There
are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses
could have a material adverse effect on our business, financial condition or results of operations. In addition, our current insurance
policies may not be adequate to protect us from liabilities that we incur in our business in areas such as workers' compensation,
general liability, auto and property. In the future, our insurance premiums may increase, and we may not be able to obtain similar levels
of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain, insurance coverage could materially
adversely affect our business, financial condition and results of operations. As a public company, we intend to obtain directors'
and officers' insurance. While we expect to obtain such coverage, we may not be able to obtain such coverage at all or at a reasonable
cost now or in the future. Failure to obtain and maintain adequate directors' and officers' insurance would likely adversely
affect our ability to attract and retain qualified officers and directors.

 Failure
to obtain and maintain required licenses and permits or to comply with alcoholic beverage or food control regulations could lead to the
loss of our liquor and food service licenses and, thereby, harm our business, financial condition or results of operations.

 The
restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food
and alcoholic beverages. Such regulations are subject to change from time to time. The failure to obtain and maintain licenses, permits
and approvals relating to such regulations could adversely affect our business, financial condition or results of operations. Typically,
licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine
that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could
adversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, which would adversely
affect our business, financial condition or results of operations.

 Alcoholic
beverage control regulations generally require our restaurants to apply to a state authority and, in certain locations, county or municipal
authorities for a license that must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control
regulations relate to numerous aspects of daily operations of our restaurants, including minimum age of patrons and employees, hours
of operation, advertising, trade practices, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors,
inventory control and handling, storage and dispensing of alcoholic beverages. Any future failure to comply with these regulations and
obtain or retain liquor licenses could adversely affect our business, financial condition or results of operations.

 Risks
Related to Our Organizational Structure & Ownership of Our Common Stock

 If
we fail to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results in a timely manner, which may adversely affect investor confidence in our company.

 If
material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely
basis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting
and cause the market price of our common stock to decline.

 We
have not performed an evaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes-Oxley
Act, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financial
reporting as of any balance sheet date or for any period reported in our financial statements.

to accounting rules or regulations may adversely affect our business, financial condition or results of operations.

to existing accounting rules or regulations may impact our business, financial condition or results of operations. Other new accounting
rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future.
For instance, accounting regulatory authorities have recently issued new accounting rules which require lessees to capitalize operating
leases in their financial statements in the next few years. When adopted, such change would require us to record significant operating
lease obligations on our balance sheet and make other changes to our financial statements. This and other future changes to accounting
rules or regulations could materially adversely affect our business, financial condition or results of operations.

 We
will incur increased costs as a result of being a public company.

 As
a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company, particularly
after we are no longer an "emerging growth company" as defined under the JOBS Act. In addition, new and changing laws, regulations
and standards relating to corporate governance and public disclosure, including the Dodd-Frank Act and the rules and regulations promulgated
and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act and the JOBS Act, have created uncertainty for public companies
and increased costs and time that boards of directors and management must devote to complying with these rules and regulations. The Sarbanes-Oxley
Act and related rules of the SEC and the Nasdaq Stock Market regulate corporate governance practices of public companies. We expect compliance
with these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and
attention from sales-generating activities. For example, we will be required to adopt new internal controls and disclosure controls and
procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements and increased compensation
for our management team. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific
timing of such costs.

 We
are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable
to emerging growth companies will make our common stock less attractive to investors.

 For
as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not "emerging growth companies."
These exceptions provide for, but are not limited to, relief from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, less extensive disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions
from the requirements to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved and an extended transition period for complying with new or revised accounting standards. We may take advantage
of these reporting exemptions until we are no longer an "emerging growth company." We will remain an "emerging growth
company" until the earliest of: (i) the last day of the fiscal year in which we have $1.07 billion or more in annual gross revenues;
(ii) the date on which we become a "large accelerated filer" (which means the year-end at which the total market value of
our common equity securities held by non-affiliates is $700 million or more as of the last business day of our most recently completed
second fiscal quarter); (iii) the date on which we have issued more than $1 billion of non-convertible debt securities over a three-year
period; and (iv) the last day of the fiscal year following the fifth anniversary of our initial public offering. We cannot predict if
investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock
to be less attractive as a result, there may be a less active trading market for our common stock and the market price of our common
stock may be more volatile.

 Our
management does not have experience managing a U.S. public company and our current resources may not be sufficient to fulfill our public
company obligations.

 Following
the closing of the IPO, we are subject to various regulatory requirements, including those of the SEC and Nasdaq Stock Market. These
requirements include recordkeeping, financial reporting and corporate governance rules and regulations. Our management team does not
have experience in managing a U.S. public company and, historically, has not had the resources typically found in a public company. Our
internal infrastructure may not be adequate to support our increased reporting obligations and we may be unable to hire, train or retain
necessary staff and may be reliant on engaging outside consultants or professionals to overcome our lack of experience or employees.
Our business, financial condition or results of operations could be adversely affected if our internal infrastructure is inadequate,
including if we are unable to engage outside consultants or are otherwise unable to fulfill our public company obligations.

to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal
control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an "emerging growth company."

 Section
404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting,
starting with the second annual report that we file with the SEC as a public company, and generally requires in the same report a report
by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However,
under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal
control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an "emerging growth company."
We will be an "emerging growth company" until the earliest of: (i) the last day of the fiscal year in which we have $1.07
billion or more in annual gross revenues; (ii) the date on which we become a "large accelerated filer" (which means the year-end
at which the total market value of our common equity securities held by non-affiliates is $700 million or more as of the last business
day of our most recently completed second fiscal quarter); (iii) the date on which we have issued more than $1 billion of non-convertible
debt securities over a three-year period; and (iv) the last day of the fiscal year following the fifth anniversary of our initial public
offering.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An "emerging
growth company" can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. However, we are choosing to "opt out" of such extended transition period and, as a result, we will comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth
companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new
or revised accounting standards is irrevocable.

 Item
1B. Unresolved Staff Comments.

 Not
applicable.

 Item 1C. Cybersecurity

 Risk
Management and Strategy

 We have an information security
program designed to identify, protect, detect and respond to, and manage reasonably foreseeable cybersecurity risks and threats. To protect
our information systems from cybersecurity threats, we utilize various security tools that help prevent, identify, escalate, investigate,
resolve, and recover from identified vulnerabilities and security incidents in a reasonably timely manner. These include, but are not
limited to, internal reporting and tools for monitoring and detecting cybersecurity threats.

 We evaluate the risks associated
with technology and cybersecurity threats and monitor our information systems for potential weaknesses. We review and test our information
technology system on an as-needed basis and also utilize internal team personnel to evaluate and assess
the efficacy of our information technology system and enhance our controls and procedures. The results of these assessments are reported
to our Audit Committee and, from time to time, our Board of Directors.

 There can be no assurances that
our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied
with or are effective in protecting our systems and information.

 As of the date of this report,
we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations,
or financial condition.

 Governance

 Our Board of Directors considers
cybersecurity risk as part of its risk oversight function. It has delegated oversight of cybersecurity and other information technology
risks to the Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management
program.

 The Audit Committee receives
periodic reports from management on potential cybersecurity risks and threats. The Audit Committee reports to the full Board of Directors
regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management
on the cybersecurity risk management program as needed.

 Management is responsible for
assessing and managing our material risks from cybersecurity threats. Management has primary responsibility for our overall cybersecurity
risk management program and supervises both the internal cybersecurity personnel and external cybersecurity consultants.

 The management team supervises
efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings
from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including
external consultants; and alerts and reports produced by security tools deployed in the IT environment. Our cybersecurity incident response
plan governs our assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing
senior management and our Board of Directors.

 Item
2. Properties.

 Our
executive offices are located at 6940 Beach Blvd., Suite D-705, Buena Park, CA 90621 and our telephone number is (714) 694-2403. We consider
our current office space adequate for our current operations. See "Item 1. Business—Properties" for a comprehensive description of our principal physical
properties.

 Item
3. Legal Proceedings.

 To
the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors
in their capacity as such or against any of our property.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Ordinary Shares, Related Shareholder Matters, and Issuer Purchases of Equity Securities.

 (a)

 Market
 Information

 The
shares of our Class A Common Stock are traded on Nasdaq under the symbol "YOSH." The shares of our Class A Common Stock commenced
public trading on September 9, 2022.

 (b)

 Holders of Record

 On April 1, 2024, there were 25 holders of record of the shares
of our Class A Common Stock and one holder of Class B Common Stock. The number of record holders was determined from the records of our
transfer agent and does not include beneficial owners of shares of Common Stock whose shares are held in the names of various securities
brokers, dealers, and registered clearing agencies.

 (c)

 Dividends

 We
have not paid any cash dividends on our ordinary shares to date. The decision on whether to pay cash dividends on our Common Stock in
the future will be made by our board of directors, at its discretion, and will depend on our financial condition, operating results,
capital requirements and other factors that the board of directors considers significant.

 (d)

 Securities
 Authorized for Issuance Under Equity Compensation Plans.

 None.

 (e)

 Recent
 Sales of Unregistered Securities

 None.

 (f)

 Purchases
 of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. [Reserved.]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 You
should read this discussion and analysis together with our audited financial statements, the notes to such statements and the other financial
information included in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. As
a result of many factors, such as those set forth under the section entitled "Risk Factors" and elsewhere in this Form 10-K,
our actual results may differ materially from those anticipated in these forward-looking statements. See "CAUTIONARY STATEMENTS
REGARDING FORWARD-LOOKING STATEMENTS" for a discussion of the uncertainties, risks and assumptions associated with these statements.

 Overview
of Yoshiharu

 We are 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, we
gained recognition as a leading ramen restaurant in Southern California within six months of our 2016 debut and have continued to expand
our top-notch restaurant service across Southern California, currently owning and operating ten restaurant stores. We have opened one
new restaurant in February 2024 and currently have two new locations under construction/development. We expect to complete the acquisition
of three existing restaurants in the early second quarter of 2024 and also plan to open an additional two to four new restaurants in 2024.

 We
take pride in our warm, hearty, smooth, and rich bone broth, which is slowly boiled for over twelve hours. Customers can taste and
experience supreme quality and deep flavors. Combining the broth with the fresh, savory, and highest-quality ingredients, we serve
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. We also strive 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 have an opportunity to expand in both existing and new U.S. markets, as well as internationally.

 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 by 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 late 2024 or early 2025.

 Increase
Profitability.

 We
have invested in our infrastructure and personnel, which we believe position 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 average revenues per restaurant 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 for small-format Yoshiharu kiosks in stores to promote a limited selection of Yoshiharu cuisine.

 Appointment
of New Director

 On February 17, 2023, we accepted independent director Helen Lee's
formal resignation, effective immediately. Ms. Lee's decision to resign was not due to any disagreement with the company on any
matter relating to our operations, policies or practices (financial or otherwise). She was replaced on the same day by Ms. Harinne Kim.

 Components
of Our Results of Operations

 Revenue.
 Revenue represents 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.

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. Our 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 planned openings of restaurant locations and is expected
to stabilize as an average by location as our sales grows.

expenses. Interest expenses include 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 expenses.

 Results
of Operations

 The
following table presents selected comparative results of operations from our audited financial statements for the three months and year
ended December 31, 2023 compared to the three months and year ended December 31, 2022. 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.

 Years ended

 Increase / (Decrease)

 2023

 2022

 $

 %

 $
 9,214,779

 $
 8,282,368

 $
 932,411

 11.3
 %

 Restaurant operating expenses:

 Food, beverages and supplies

 2,376,961

 2,163,085

 213,876

 9.9
 %

 Labor

 4,234,905

 3,670,681

 564,224

 15.4
 %

 Rent and utilities

 1,129,060

 1,098,389

 30,671

 2.8
 %

 Delivery and service fees

 563,910

 525,747

 38,163

 7.3
 %

 (112,822
)

 -17.1
 %

 Total restaurant operating expenses

 8,850,385

 8,116,273

 734,112

 9.0
 %

 Net restaurant operating income

 364,394

 166,095

 198,299

 119.4
 %

 General and administrative

 3,419,036

 2,884,770

 534,266

 18.5
 %

 Compensation to related party

 339,740

 916,891

 (577,151
)

 -62.9
 %

 Advertising and marketing

 120,872

 148,664

 (27,792
)

 -18.7
 %

 Total operating expenses

 3,879,648

 3,950,325

 (70,677
)

 -1.8
 %

 Loss from operations

 (3,515,254
)

 (3,784,230
)

 268,976

 -7.1
 %

 Other income (expense):

 PPP loan forgiveness

 -

 385,900

 (385,900
)

 -100.0
 %

 -

 N/A

 Gain on disposal of fixed asset

 8,920

 -

 8,920

 N/A

 Other income

 32,316

 18,508

 13,808

 74.6
 %

 (218,153
)

 (88,300
)

 (129,853
)

 147.1
 %

 Loss before income taxes

 (2,991,717
)

 (3,468,122
)

 476,405

 -13.7
 %

 Income tax provision

 48,647

 19,245

 29,402

 152.8
 %

 $
 (3,040,364
)

 $
 (3,487,367
)

 $
 447,003

 -12.8
 %

 Three months ended

 Increase / (Decrease)

 2023

 2022

 $

 %

 $
 2,500,350

 $
 2,536,032

 $
 (35,682
)

 -1.4
 %

 Restaurant operating expenses:

 Food, beverages and supplies

 589,915

 669,889

 (79,974
)

 -11.9
 %

 Labor

 1,105,707

 1,025,794

 79,913

 7.8
 %

 Rent and utilities

 288,671

 348,248

 (59,577
)

 -17.1
 %

 Delivery and service fees

 148,771

 152,151

 (3,380
)

 -2.2
 %

 149,161

 103,147

 46,014

 44.6
 %

 Total restaurant operating expenses

 2,282,225

 2,299,229

 (17,004
)

 -0.7
 %

 Net restaurant operating income

 218,125

 236,803

 (18,678
)

 -7.9
 %

 General and administrative

 718,958

 981,837

 (262,879
)

 -26.8
 %

 Compensation to related party

 123,432

 284,923

 (161,491
)

 -56.7
 %

 Advertising and marketing

 34,279

 70,366

 (36,087
)

 -51.3
 %

 Total operating expenses

 876,669

 1,337,126

 (460,457
)

 -34.4
 %

 Loss from operations

 (658,544
)

 (1,100,323
)

 441,779

 -40.1
 %

 Other income (expense):

 -

 N/A

 Other income

 17,542

 12,207

 5,335

 43.7
 %

 (31,276
)

 (26,424
)

 (4,852
)

 18.4
 %

 Loss before income taxes

 28,176

 (1,114,540
)

 1,142,716

 -102.5
 %

 Income tax provision

 19,579

 6,576

 13,003

 197.7
 %

 $
 8,597

 $
 (1,121,116
)

 $
 1,129,713

 -100.8
 %

 Years ended

 Three months ended

 2023

 2022

 2023

 2022

 (as a percentage of revenues)

 (as a percentage of revenues)

 100.0

 %

 100.0

 %

 100.0

 %

 100.0

 %

 Restaurant operating expenses:

 Food, beverages and supplies

 25.8

 %

 26.1

 %

 23.6

 %

 26.4

 %

 Labor

 46.0

 %

 44.3

 %

 44.2

 %

 40.4

 %

 Rent and utilities

 12.3

 %

 13.3

 %

 11.5

 %

 13.7

 %

 Delivery and service fees

 6.1

 %

 6.3

 %

 6.0

 %

 6.0

 %

 5.9

 %

 7.9

 %

 6.0

 %

 4.1

 %

 Total restaurant operating expenses

 96.0

 %

 98.0

 %

 91.3

 %

 90.7

 %

 Net operating restaurant operating income

 4.0

 %

 2.0

 %

 8.7

 %

 9.3

 %

 General and administrative

 37.1

 %

 34.8

 %

 28.8

 %

 38.7

 %

 Compensation to related party

 3.7

 %

 11.1

 %

 4.9

 %

 11.2

 %

 Advertising and marketing

 1.3

 %

 1.8

 %

 1.4

 %

 2.8

 %

 Total operating expenses

 42.1

 %

 47.7

 %

 35.1

 %

 52.7

 %

 Loss from operations

 -38.1

 %

 -45.7

 %

 -26.3

 %

 -43.4

 %

 Other income (expense):

 7.6

 %

 0.0

 %

 28.0

 %

 0.0

 %

 Other income

 0.4

 %

 0.2

 %

 0.7

 %

 0.5

 %

 -2.4

 %

 -1.1

 %

 -1.3

 %

 -1.0

 %

 Loss before income taxes

 -32.5

 %

 -41.9

 %

 1.1

 %

 -43.9

 %

 Income tax provision

 0.5

 %

 0.2

 %

 0.8

 %

 0.3

 %

 -33.0

 %

 -42.1

 %

 0.3

 %

 -44.2

 %

 Revenues.
 Revenues were $9.2 million for the year ended December 31, 2023 compared to $8.3 million for the year ended December 31, 2022, representing
an increase of approximately $0.9 million, or 11.3%. The increase in sales for the year was partially driven by $0.3 million in sales
for the period from one new restaurant opened in July 2022 and another $0.7 million in sales from a new restaurant opened in April 2023,
which were offset by a $0.1 million decrease in other restaurants. The seven restaurant locations that were open through all of 2022
and 2023 experienced a slight decrease in sales. Combined average monthly sales for these locations decreased by 0.8% for the year 2023
compared to 2022. Revenues for the three months ended December 31, 2022 were comparable to the three months ended December 31, 2022 although
there was one more restaurant opened in the comparable period.

 Food,
beverage and supplies. Food, beverage and supplies costs were approximately $2.4 million for the year ended December 31, 2023 compared
to $2.2 million for the year ended December 31, 2022, representing an increase of approximately $0.2 million, or 9.9%. The increase in
costs for the year ended December 31, 2023 was primarily driven by increases in revenues from the new restaurant opened in April 2023.
As a percentage of sales, food, beverage and supply costs were comparable during the years ended December 31, 2023 and 2022. Food, beverage
and supplies costs were approximately $590 thousand for the three months ended December 31, 2023 compared to $670 thousand for the three
months ended December 31, 2022, representing a decrease of approximately $80 thousand or 11.9%.

 Labor.
Labor and related costs were approximately $4.2 million for the year ended December 31, 2023 compared to $3.7 million for the year ended
December 31, 2022, representing an increase of approximately $0.6 million, or 15.4%. The increase in costs was largely driven by additional
labor costs incurred with respect to a new restaurant opened in April 2023 and in December 2023. As a percentage of sales, labor and
related costs slightly increased during the comparable years ended December 31, 2023 and 2022. Labor and related costs were approximately
$1.1 million for the three months ended December 31, 2023 compared to $1.0 million for the three months ended December 31, 2022, representing
an increase of approximately $0.1 million, or 7.8%. The increase in costs was mainly due to the new restaurant opened in April 2023.

 Rent
and utilities. Rent and utilities expenses for the year ended December 31, 2023 slightly increased compared to the year ended in
December 31, 2022. The increase was primarily a result of additional occupancy expenses incurred with respect to a new restaurant opened
in April 2023. As a percentage of sales, rent and utilities expenses decreased to 12.3% in the year ended December 31, 2023, compared
to 13.3% for the year ended December 31, 2022. The decrease in costs as a percentage of sales was primarily driven by the increases in
sales volume from both existing restaurants and a new location. Rent and utilities expenses were approximately $289 thousand for the
three months ended December 31, 2023 compared to $348 thousand for the three months ended December 31, 2022, representing a decrease
of approximately $60 thousand, or 17.1%.

 Delivery
and service fees. Delivery and service fees incurred were approximately $564 thousand for the year ended December 31, 2023 compared
to $526 thousand for the year ended December 31, 2022, representing an increase of approximately $38 thousand or 7.3%, primarily due
to an increase in food sales via delivery during the comparable period. As a percentage of sales, delivery and service fees ratio for
the year ended December 31, 2023 was comparable to the ratio in the prior year due to comparable sales mix between the dining-in and
take-out. Delivery and service fees incurred were approximately $149 thousand the three months ended December 31, 2023 compared to $152
thousand for the three months ended December 31, 2022, representing a decrease of approximately $3 thousand or 2.2% primarily due to
a decrease in food sales via delivery during the comparable period.

and amortization expenses. Depreciation and amortization expenses incurred were approximately $546 thousand for the year ended December
31, 2023 compared to $658 thousand for the year ended December 31, 2022, representing a decrease of approximately $113 thousand, or 17.1%.
The decrease was primarily due to the changes in estimated depreciable lives for existing restaurants during the first quarter in 2022.
As a result, the depreciation and amortization expenses as a percentage of sales decreased to 5.9% for the year ended December 31, 2023
compared to 7.9% for year ended December 31, 2022. Depreciation and amortization expenses incurred were approximately $149 thousand for
the three months ended December 31, 2023 compared to $103 thousand for the three months ended December 31, 2022, representing an increase
of approximately $46 thousand or 44.6% due to the increase in fixed assets during the comparable period.

 General
and administrative expenses. General and administrative expenses were approximately $3.4 million for the year ended December 31,
2023 compared to $2.9 million for the year ended December 31, 2022, representing an increase of approximately $0.5 million or 18.5%.
This increase in general and administrative expenses was primarily due to the hiring of additional administrative employees, increases
in professional services and corporate-level costs to support growth plans, and the construction/development of new restaurants. As a
percentage of sales, general and administrative expenses increased to 37.1% for the year ended December 31, 2023 from 34.8% for the year
ended December 31, 2022, primarily due to the significant increase in necessary corporate costs mentioned above outpacing the increase
in sales. General and administrative expenses were approximately $719 thousands for the three months ended December 31, 2023 compared
to $982 thousands for the three months ended December 31, 2022, representing a decrease of approximately $263 thousands or 26.8%. This
decrease in general and administrative expenses was due to the non-recurring expenses incurred for the IPO during the comparing period
in 2022.

 Related
party compensation: Compensation to James Chae was approximately $340 thousand for the year ended December 31, 2023 compared to $917
thousand for the year ended December 31, 2022, representing a decrease of approximately $577 thousand. With the IPO in September 2022,
the board has approved a success bonus to James Chae for the amount and the employment contract was made with James Chae in November
2022 for the management of our company. As a percentage of sales, related party compensation was 3.7% for the year ended December 31,
2023 and 11.1% for the year ended December 31, 2022. Compensation to James Chae was approximately $123 thousand for the three months
ended December 31, 2023 per the employment contract made in November 2022.

 Key
Performance Indicators

 In
assessing the performance of our business, we consider a variety of financial and performance measures. The key measures for determining
how our business is performing include sales, EBITDA, Adjusted EBITDA, Restaurant-level Operating Profit, Restaurant-level Operating
Profit margin, Average Unit Volumes ("AUVs"), comparable restaurant sales performance, and the number of restaurant openings.

represents sales of food and beverages in restaurants, as shown on our statements of income. Several factors affect our restaurant sales
in any given period including the number of restaurants in operation, guest traffic and average check.

 EBITDA
and Adjusted EBITDA

 EBITDA
is defined as net income (loss) before interest, income taxes and depreciation and amortization. Adjusted
EBITDA is defined as EBITDA plus stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant
impairments, as well as certain items, such as employee retention credit, litigation accrual, and certain executive transition costs,
that we believe are not indicative of our core operating results. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by sales.
EBITDA and Adjusted EBITDA are non-GAAP measures which are intended as supplemental measures of our performance and are neither required
by, nor presented in accordance with, GAAP. We believe that EBITDA and Adjusted EBITDA provide useful information to management and
investors regarding certain financial and business trends relating to our financial condition and operating results. However, these measures
may not provide a complete understanding of the operating results of the company as a whole and such measures should be reviewed in conjunction
with our GAAP financial results.

 We
believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating
results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial
measures to investors. However, you should be aware when evaluating EBITDA and Adjusted EBITDA that in the future we may incur expenses
similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as
an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not
be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA
in the same fashion.

 Because
of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated
in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted
EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on
any single financial measure to evaluate our business.

 The
following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA:

 Years Ended

 Three Months Ended

 2023

 2022

 2023

 2022

 Net income (loss), as reported

 $
 (3,040,364
)

 $
 (3,487,367
)

 $
 8,597

 $
 (1,121,116
)

 Interest, net

 218,153

 88,300

 31,276

 26,424

 Taxes

 48,647

 19,245

 19,579

 6,576

 Depreciation and amortization

 149,161

 103,147

 EBITDA

 (2,228,015
)

 (2,721,451
)

 208,613

 (984,969
)

 PPP loan forgiveness (a)

 -

 (385,900
)

 -

 -

 RRF loan forgiveness (b)

 (700,454
)

 -

 (700,454
)

 -

 Restaurants opening costs (c)

 545,841

 169,790

 114,769

 103,27

 Gain on disposal of fixed asset

 (8,920
)

 -

 -

 -

 Related party compensation (d)

 -

 631,968

 -

 -

 Professional fees (e)

 -

 66,686

 -

 66,686

 Adjusted EBITDA

 $
 (2,391,548
)

 $
 (2,238,907
)

 $
 (377,072
)

 $
 (815,056
)

 (a) Represents income recorded upon the forgiveness of payroll protection loans from the SBA.

 (b) Represents income recorded upon the forgiveness of loan from restaurant revitalization fund.

 (c) Represents expenses incurred to secure the restaurant locations under development and costs to reserve back-office managers to manage those restaurants.

 (d) Represents non-recurring IPO success bonus.

 (e) Represents non-recurring professional expenses incurred for the IPO preparation

 Restaurant-level
Contribution and Restaurant-level Contribution Margin

 Restaurant-level
Contribution and Restaurant-level Contribution margin are intended as supplemental measures of our performance that are neither required
by, nor presented in accordance with, GAAP. We believe that Restaurant-level Contribution and Restaurant-level Contribution margin provide
useful information to management and investors regarding certain financial and business trends relating to our financial condition and
operating results. We expect Restaurant-level Contribution to increase in proportion to the number of new restaurants we open and our
comparable restaurant sales growth.

 We
present Restaurant-level Contribution because it excludes the impact of general and administrative expenses, which are not incurred at
the restaurant-level. We also use Restaurant-level Contribution to measure operating performance and returns from opening new restaurants.
Restaurant-level Contribution margin allows us to evaluate the level of Restaurant-level Contribution generated from sales.

 However, you should be aware that Restaurant-level
Contribution and Restaurant-level Contribution margin are financial measures which are not indicative of overall results for the company,
and Restaurant-level Contribution and Restaurant-level Contribution margin do not accrue directly to the benefit of stockholders because
of corporate-level expenses excluded from such measures.

 In addition, when evaluating Restaurant-level Contribution
and Restaurant-level Contribution margin, you should be aware that in the future we may incur expenses similar to those excluded when
calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be
unaffected by unusual or non-recurring items. Our computation of Restaurant-level Contribution and Restaurant-level Contribution margin
may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Restaurant-level
Contribution and Restaurant-level Contribution margin in the same fashion. Restaurant-level Contribution and Restaurant- level Contribution
margin have limitations as analytical tools, and you should not consider it in isolation or as a substitute for analysis of our results
as reported under GAAP.

 The
following table reconciles net restaurant operating income to Restaurant-level Contribution and Restaurant-level Contribution margin
for the years and three months ended December 31, 2023 and 2022:

 Years Ended

 Three Months Ended

 2023

 2022

 2023

 2022

 Net restaurant operating income, as reported

 $
 364,394

 $
 166,095

 $
 218,125

 $
 236,803

 Depreciation and amortization

 149,161

 103,147

 Restaurant-level Contribution

 $
 909,943

 $
 824,466

 $
 367,286

 $
 339,950

 Operating profit margin

 4.0
 %

 2.0
 %

 8.7
 %

 9.3
 %

 Restaurant-level Contribution Margin (a)

 9.9
 %

 10.0
 %

 14.7
 %

 13.4
 %

 (a)
Represents restaurant-level contribution divided by revenue.

 Average
Unit Volumes (AUVs)

 "Average
Unit Volumes" or "AUVs" consist of the average annual sales of all restaurants that have been open for 3 months or
longer at the end of the year presented. AUVs are calculated by dividing (x) annual sales for the year presented for all such restaurants
by (y) the total number of restaurants in that base. We make fractional adjustments to sales for restaurants that were not open for the
entire year presented (such as a restaurant closed for renovation) to annualize sales for such period of time. This measurement allows
management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.

 The
following table shows the AUVs for the years ended December 31, 2023 and December 31, 2023, respectively:

 2023

 2022

 Average Unit Volumes

 $
 1,067,726

 $
 1,182,032

 Comparable
Restaurant Sales Growth

 Comparable
restaurant sales growth represents the change in year-over-year sales for restaurants open for at least three months prior to the start of
the accounting period presented, including those temporarily closed for renovations during the year. Measuring our comparable restaurant
sales growth allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales,
including:

 consumer
 recognition of our brand and our ability to respond to changing consumer preferences;

 overall
 economic trends, particularly those related to consumer spending;

 our
 ability to operate restaurants effectively and efficiently to meet consumer expectations;

 pricing;

 guest
 traffic;

 per-guest
 spend and average check;

 marketing
 and promotional efforts;

 local
 competition; and

 opening
 of new restaurants in the vicinity of existing locations.

 The
following table shows the comparable restaurant sales growth for the years ended December 31, 2023 and December 31, 2022:

 2023

 2022

 Comparable restaurant sales growth (%)

 -0.8
 %

 9.9
 %

 Comparable restaurant base

 Number
of Restaurant Openings

 The
following table shows the growth in our restaurant base for the years ended December 31, 2023 and December 31, 2022:

 2023

 2022

 Restaurant activity:

 Beginning of period

 Openings

 Closing

 -

 -

 End of period

 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.

 In September 2022, we consummated our IPO") of 2,940,000 shares of
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
were approximately $10.3 million after deducting underwriting discounts and commissions and other offering expenses of approximately $1.5
million.

 We
believe that the expected cash flow from operations and the proceeds from the IPO will be adequate to fund operating lease obligations,
capital expenditures and working capital obligations for at least the next 12 months and thereafter.

 Summary
of Cash Flows

 The
following table summarizes our cash flows for the periods presented:

 2023

 2022

 Statement of Cash Flow Data:

 Net cash used in operating activities

 $
 (4,591,656
)

 $
 (3,798,770
)

 Net cash used in investing activities

 (1,471,151
)

 (1,473,275
)

 Net cash provided by financing activities

 1,386,347

 10,694,064

 Cash
Flows Used in Operating Activities

 Net
cash used in operating activities during the year ended December 31, 2023 was $4,591,656, which resulted from net loss of
$3,040,364, a non-cash charge of $545,549 for depreciation and amortization which was offset by the forgiveness of Restaurant
Revitalization Fund ("RRF") of $700,454, a gain on disposal of fixed asset of $8,920 and net cash outflows of $1,387,467
from changes in operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities were
primarily the result of an increase in other assets of $1,252,669, decreases due to related party expenses of $148,544 and accounts
payable and accrued expenses of $33,915, which was offset by an increase in other payables of $59,785. The increase in other assets
of $1,252,669 primarily consists of a payment of $729,352 in escrow to acquire assets of three restaurants in Las Vegas, $294,276 in
escrow to purchase a restaurant in Southern California and an investment of $300,000 in a financial company for a fixed interest
income.

 Net
cash used in operating activities during the year ended December 31, 2022 was $3,798,770, which resulted from net loss of
$3,487,367, non-cash charges of $658,371 for depreciation and amortization which was offset by the PPP loan forgiveness of $385,900,
and net cash outflows of $583,874 from changes in operating assets and liabilities. The net loss was significantly higher for the
period relative to prior periods as a result of restaurant startup costs and increased general and administrative expenses. The net
cash outflows from changes in operating assets and liabilities were primarily the result of a decrease of $1,276,193 due to related
party expense, and an increase of $150,404 in other assets, partially offset by an increase of $867,049 in accounts payable and accrued
expenses. The decreases in payables to related parties were the result of repayment of expenditures incurred by the
related parties in connection with the opening of new restaurants. The increase in accounts payable was primarily
due to the three new restaurants opened in July 2021, February 2022 and July 2022.

 Cash
Flows Used in Investing Activities

 Net
cash used in investing activities during the years ended December 31, 2023 and 2022 was $1,471,151 and $1,473,275, respectively. These
expenditures in each period are primarily related to purchases of property and equipment in connection with current and future restaurant
openings and maintaining our existing restaurants.

 Cash
Flows Provided by Financing Activities

 Net
cash provided by financing activities during the year ended December 31, 2023 was $1,386,347, primarily due to $700,000 in advance from
line of credit, refinanced and new bank borrowings of $812,000 and $595,400 in loan payable to financial institution, offset by $715,892
of repayment of bank borrowings and $61,161 repayment of loan payable to financial institutions.

 Net
cash provided by financing activities during the year ended December 31, 2022 was $10,694,064, primarily due to $10,285,650 in net proceeds
from the sale of 2,940,000 shares of Class A Common Stock after deducting underwriting discounts and commissions and other offering expenses
in September 2022, $60,000 in proceeds from the sale of Class A Common Stock in December 2021,
and $558,133 cash received through borrowings from banks, offset by $209,719 of repayment of borrowings.

 Contractual
Obligations

 The
following table presents our commitments and contractual obligations as of December 31, 2023, as well as our long-term obligations:

 Payments due by period as of December 31, 2023

 Total

 2024-2025

 2026-2027

 2028

 Thereafter

 Capital lease payments

 $
 7,913,897

 $
 1,817,623

 $
 1,801,876

 $
 862,836

 $
 3,431,562

 Bank note payables

 1,406,329

 692,452

 361,430

 90,029

 262,418

 EIDL loan payables

 425,865

 21,453

 23,121

 12,226

 369,065

 Loans payable to financial institutions

 534,239

 534,239

 -

 -

 -

 Total contractual obligations

 $
 10,280,330

 $
 3,065,767

 $
 2,186,427

 $
 965,091

 $
 4,063,045

 Income
Taxes

 We file 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 December 31, 2023, 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 Annual 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.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

 We
are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K and are not required to provide the information otherwise
required under this item.

 Item
8. Financial Statements and Supplementary Data.

 The
Financial Statements and Supplementary Data required by this Item 8 are incorporated by reference to information beginning on Page F-1
of this Form 10-K.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. 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 December 31, 2023. Based on such evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, 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 believes that these
material weaknesses are due to the small size of our accounting staff. The small size of our 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 year ended December 31, 2023 included in
this Annual Report on Form 10-K were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material
weaknesses, our financial statements for the year ended December 31, 2023 are fairly stated, in all material respects, in accordance
with GAAP.

 Management's Report
on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Securities
Exchange Act of 1934 Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures
that:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
 assets;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
 of our management and directors; and

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Because
of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making
this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission
("COSO") in Internal Control-Integrated Framework. Based upon this assessment, our Chief Executive Officer
and Chief Financial Officer concluded that as of December 31, 2023 our internal controls over financial reporting were ineffective.

in Internal Control Over Financial Reporting

 There were no changes in our internal controls over financial reporting
that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

 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.

 Item
9B. Other Information.

 Trading Plans

 During
the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company adopted
or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined
in Item 408(a) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
following table sets forth certain information regarding our executive officers, directors and director nominees as of December 31, 2023.

 Name

 Age

 Position

 James
 Chae

 President,
 Chief Executive Officer, Director and Chairman of the Board

 Soojae
 Ryan Cho

 Chief
 Financial Officer

 Jay
 Kim

 Harinne
 Kim

 Yusil
 Yeo

 Background
of Executive Officers and Directors

 James
Chae, age 60, Chairman of the Board of Directors, Chief Executive Officer

 Mr.
Chae founded Yoshiharu in 2016. Led by Mr. Chae, Yoshiharu has expanded to become a leading Japanese cuisine restaurant chain in Southern
California. The root of Mr. Chae's business knowledge comes from over two decades leading a wide array of industries including
both the financial services and retail services segments. Mr. Chae has been a business executive for over 10 years, serving as the President
of APIIS Financial, Inc., a financial planning and wealth management firm. Prior to APIIS Financial, Inc., Mr. Chae served as the Managing
Site Partner for John Hancock from January 2002 to October 2010.

 Mr.
Chae immigrated from South Korea to the United States as a teenager, and diligently worked to enroll at UCLA where he studied Economics.
Prior to graduation, Mr. Chae began his career at California Korea Bank, one of the first banks to service Koreans living in the United
States. Mr. Chae rose to the position of Loan Adjuster before venturing out on his own as an entrepreneur. While starting his own businesses,
Mr. Chae often found comfort in a warm bowl of ramen to uplift him and energize his spirit, which served as the inspiration for Yoshiharu.
Mr. Chae's background in the financial services industry provided him access to restaurants and retailers which helped him understand
the restaurant industry and more importantly, the necessary foundations in building a successful restaurant business. Mr. Chae believed
that there was a large addressable market for ramen, and together with his experience and passion for the business, founded Yoshiharu.
As the founder and controlling stockholder of our company, Mr. Chae possesses invaluable operational knowledge and insight making him
qualified to serve as a member of our board of directors.

 Soojae
Ryan Cho, age 54, Chief Financial Officer

 Mr.
Cho was appointed to serve as Chief Financial Officer effective May 25, 2022. For the past five years, Mr. Cho has served as a partner
in S&R Accounting Professionals, LLP where he has provided various accounting, external audit, and tax services. He has 25 years
of experience in the public accounting and industry experience with US and global companies. Mr. Cho began his career with KPMG Los Angeles
in 1996. After successfully completing 9 years at KPMG, Mr. Cho was recruited as a Controller and became a CFO for Prudential Securities
in South Korea, a wholly owned subsidiary of Prudential Securities USA. Mr. Cho later joined Ticket Monster (TMon), a leading e-Commerce
company as a Director of Finance managing over 40 accounting and finance team members. At TMon, Mr. Cho successfully led and completed
mergers and acquisitions in different times with Groupon USA, Living Social, and KKR (one of the largest private equity firms in the
USA), reported financial statements under US GAAP to its parent company, and worked closely with external auditors, PwC and E&Y.
He has extensive experience in audits for both private and public companies, SEC reporting and due diligence transactions including post-merger
integration services and IPO engagements. Mr. Cho offers specialized expertise in the automotive, manufacturing and distribution, technology,
and e-Commerce industries.

 Jay
Kim, age 61, Director

 Mr.
Kim was appointed to serve as a director effective February 4, 2022. Mr. Kim serves as the Chief Executive Officer of Reborn Coffee Inc.
Prior to Reborn, Mr. Kim founded Wellspring Industry, Inc. in California in 2007 which created the yogurt distribution company "Tutti
Frutti" and bakery-caf franchise "O'My Buns." Tutti Frutti grew to approximately 700 agents worldwide
that offered self-serve frozen yogurt. Mr. Kim sold the majority ownership of Wellspring to a group of investors in 2017.

 Prior
to founding Wellspring, Mr. Kim was the owner of Coffee Roasters in Riverside, California from 2002 to 2007. Mr. Kim worked as the project
manager for JES Inc., based in Brea, CA from 1997 to 2002 where he coordinated and managed environmental engineering projects. Mr. Kim
worked as a Senior Process Engineer for Allied Signal Environment Catalyst in Tulsa, Oklahoma, from 1992 to 1997 where he coordinated
and implemented projects related to plant productivity and provided leadership and direction to other engineers as required and provided
information needed for Division product quotations. He also acted as the leader in a start-up plant to be based in Mexico for Allied
Signal. From 1988 to 1992 he worked as the plant start-up engineer for Toyota Auto Body Inc.

 Mr.
Kim has a B.S, in Chemical Engineering from California State University at Long Beach and followed a Chemical office basic at US Army
Chemical School in 1988. He was commissioned 1 st. LT. of the US Army in 1986 and retired from the US Army in 1988. Mr. Kim
possesses extensive experience in leading and building restaurant and franchise companies making him qualified to serve as a member of
our board of directors and our Audit Committee.

 Harinne
Kim, age 50, Director

 Ms. Kim was appointed to serve as director effective February 17, 2023. Ms. Kim is a leading financial advisor who,
since June 2017, has been the president and owner of her HariK agency. Ms. Kim is highly regarded in her field with over 23 years of experience
having previously worked with regarded financial companies which include: Fidelity Investments, Vanguard, John Hancock and many more.
She also holds a position as a wealth managing consultant for United Family Medicine, Chicago Kimchi, Acepex, Korean Daily Newspaper,
and Hyundai Corporation over the past 10 years.

 Ms.
Kim has completed her education at Loyola with a specialization in Economics and Finance. Currently, she has countless list of clients
which vary from individuals to corporations.

 Ms.
Kim possesses extensive expertise and experience in financial management, making her qualified to serve as a "financial expert",
a member of our board of directors and our Audit Committee.

 Yusil
Yeo, age 44, Director

 Ms.
Yeo was appointed to serve as a director effective May 25, 2022. Ms. Yeo is currently the president of Grace Yeo & Associates, C.P.A.,
Inc, a full-service accounting firm in Los Angeles, CA and has served in such capacity for the past 5 years. She has expertise in providing
comprehensive accounting services. Ms. Yeo is a member of American Institute of Certified Public Accountants and the California Society
of Certified Public Accountants. She is licensed as a Certified Public Accountant. Ms. Yeo has gained extensive accounting and tax experience
through senior accountant and management roles for a variety of companies and CPA firms located in the Los Angeles area, including H&R
Block and KNM Associates, Inc. Ms. Yeo holds a Bachelor of Science degree from the University of California, Los Angeles.

 Ms.
Yeo possesses extensive expertise and experience in financial management, making her qualified to serve as a "financial expert",
a member of our board of directors and our Audit Committee.

 There
are no family relationships among our board of directors and executive officers.

 Controlled
Company

 James
Chae controls a majority of the combined voting power of our outstanding equity interests. As a result, we are a "controlled
company" within the meaning of the corporate governance rules of the Nasdaq Stock Market. As a controlled company, exemptions under
the standards free us from the obligation to comply with certain corporate governance requirements, including the requirements:

 that
 a majority of our board of directors consists of "independent directors," as defined under the rules of the Nasdaq Stock
 Market;

 that
 we have, to the extent applicable, a Nominating and Corporate Governance Committee that is composed entirely of independent directors
 with a written charter addressing the committee's purpose and responsibilities;

 that
 we have a Compensation Committee composed entirely of independent directors with a written charter addressing the committee's
 purpose and responsibilities; and

 for
 an annual performance evaluation of the Nominating and Corporate Governance Committee and Compensation Committee.

 Since we intend to avail ourselves of the "controlled company"
exception under the Nasdaq Stock Market rules, we do not have a Nominating and Corporate Governance Committee. These exemptions do not
modify the independence requirements for our Audit Committee, and we are in compliance with the requirements of Rule 10A-3 of the Exchange
Act and the rules of the Nasdaq Stock Market.

 Based
on the Nasdaq Stock Market corporate governance rules and the independence requirements of Rule 10A-3 of the Exchange Act, our board
of directors has determined that Jay Kim, Harinne Kim and Yusil Yeo are each an independent director.

 Corporate
Governance and Board Structure

 Our
board of directors currently consists of four members. Our bylaws provide that our board of directors shall consist of at least
three directors but not more than eleven directors and the authorized number of directors may be fixed from time to time by
resolution of our board of directors. Based on the corporate governance rules of the Nasdaq Stock Market, Jay Kim, Harinne Kim and
Yusil Yeo are independent directors.

 The
authorized number of directors may be changed by resolution of the board of directors. Vacancies on the board of directors can be filled
by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, and shall hold office until
the next annual meeting of the stockholders or until his or her successor is duly elected and qualified. Mr. Chae serves as the Chairman
of our board of directors. See " Risk Factors—Risks Related to Our Organizational Structure & Ownership of Our Common Stock. "

 Our
directors hold office until the earlier of their death, resignation, retirement, qualification or removal or until their successors have
been duly elected and qualified.

 We have not made any material changes to the procedures by which security holders may recommend nominees to the
registrant's board of directors since our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 Our
board of directors has fully implemented our corporate governance initiatives upon the closing of the IPO. We believe these initiatives
comply with the Sarbanes-Oxley Act and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate
governance initiatives comply with the rules of the Nasdaq Stock Market. Our board of directors will continue to evaluate, and improve
upon as appropriate, our corporate governance principles and policies.

 Our
board of directors has adopted a code of business conduct and ethics that applies to each of our directors, officers and employees. The
code addresses various topics, including:

 compliance
 with laws, rules and regulations;

 conflicts
 of interest;

 insider
 trading;

 corporate
 opportunities;

 competition
 and fair dealing;

 fair
 employment practices;

 recordkeeping;

 confidentiality;

 protection
 and proper use of company assets; and

 payments
 to government personnel.

 The full text of the Code of Business Conduct and Ethics is posted on our
website at ir.yoshiharuramen.com. We intend to provide on our website all disclosures that are required by law or market rules in regard
to any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

 Board
Committees

 Our
board of directors has two standing committees: an Audit Committee and a Compensation Committee. Each of the committees report to
the board of directors as they deem appropriate, and as the board of directors may request. In the future, our board of directors may
establish other committees, as it deems appropriate, to assist it with its responsibilities. We comply with the requirements
of the Nasdaq Stock Market with respect to committee composition of independent directors as they become applicable to us. Each committee
has the composition, duties and responsibilities described below.

 Audit
Committee

 The
Audit Committee provides assistance to the board of directors in fulfilling its oversight responsibilities regarding the integrity of
financial statements, our compliance with applicable legal and regulatory requirements, the integrity of our financial reporting processes
including its systems of internal accounting and financial controls, the performance of our internal audit function and independent auditor
and our financial policy matters by approving the services performed by our independent accountants and reviewing their reports regarding
our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent
accountants and takes action as it deems necessary to satisfy itself that the accountants are independent of management.

 Our
Audit Committee consists of Jay Kim, Harinne Kim and Yusil Yeo with Ms. Yeo serving as the Audit Committee chairperson.

 Jay
Kim, Harinne Kim and Yusil Yeo meet the definition of "independent directors" for the purposes of serving on an Audit Committee
under applicable SEC and Nasdaq Stock Market rules, and we are in compliance with these independence requirements. In addition, Jay Kim,
Harinne Kim and Yusil Yeo qualify as our "audit committee financial experts," as such term is defined in Item 407 of Regulation
S-K.

 In
general, an "audit committee financial expert" is an individual member of the audit committee or board of directors who:

 understands
 generally accepted accounting principles and financial statements;

 is
 able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves;

 has
 experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial
 statements;

 understands
 internal controls over financial reporting; and

 understands
 audit committee functions.

 Our
board of directors has adopted a written charter for the Audit Committee, which is available on our corporate website at

Committee

 The
Compensation Committee oversees our overall compensation structure, policies and programs, and assesses whether our compensation structure
establishes appropriate incentives for officers and employees. The Compensation Committee reviews and approves corporate goals and objectives
relevant to compensation of our chief executive officer and other executive officers, evaluates the performance of these officers in
light of those goals and objectives, sets the compensation of these officers based on such evaluations and reviews and recommends to
the board of directors any employment-related agreements, any proposed severance arrangements or change in control or similar agreements
with these officers. The Compensation Committee also grants stock options and other awards under our stock plans. The Compensation Committee
will review and evaluate, at least annually, the performance of the Compensation Committee and its members and the adequacy of the charter
of the Compensation Committee.

 Our
Compensation Committee consists of Jay Kim and Harinne Kim, with Mr. Kim serving as the Compensation Committee chairperson.

 Our
board of directors has adopted a written charter for the Compensation Committee, which is available at
As a controlled company, we may rely upon the exemption from the requirement that we have a Compensation Committee composed entirely
of independent directors, although our Compensation Committee consists entirely of independent directors.

Committee Interlocks

 We
anticipate that none of our employees will serve on the Compensation Committee. None of the members of our Compensation Committee has
ever been an officer or employee of us.

 Corporate
Governance Guidelines

 Our
board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq Stock
Market.

 Risk
Oversight

 Our
board of directors is currently responsible for overseeing our risk management process. The board of directors focuses on our general
risk management strategy and the most significant risks facing us and ensures that appropriate risk mitigation strategies are implemented
by management. The board of directors is also apprised of particular risk management matters in connection with its general oversight
and approval of corporate matters and significant transactions.

 Our
board of directors does not have a standing risk management committee, but rather will administer this oversight function directly through
our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent
in their respective areas of oversight. In particular, our board of directors will be responsible for monitoring and assessing strategic
risk exposure, our Audit Committee will be responsible for overseeing our major financial risk exposures and the steps our management
has taken to monitor and control these exposures and our Compensation Committee will assess and monitor whether any of our compensation
policies and programs has the potential to encourage unnecessary risk-taking. In addition, our Audit Committee oversees the performance
of our internal audit function and consider and approve or disapprove any related-party transactions.

 Our
management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks
that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

 Risk
and Compensation Policies

 We
have analyzed our compensation programs and policies to determine whether those programs and policies are reasonably likely to have a
material adverse effect on us.

 Leadership
Structure of the Board of Directors

 The
positions of Chairman of the Board and Chief Executive Officer are presently the same person and we do not have a lead independent director.
As our bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officer positions be separate,
our board of directors believes that having positions be held by the same person is the appropriate leadership structure for us at this
time. As of December 31, 2023, we have determined that the leadership structure of our board of directors has permitted our board of
directors to fulfill its duties effectively and efficiently and is appropriate given the size and scope of our company and its financial
condition.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and
other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to
furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2023, all reports
applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with
Section 16(a) of the Exchange Act.

 Short
Swing Profit Disgorgement

 James
Chae, our President and Chief Executive Officer, has disbursed $2,500 to us in order for us to recapture short swing profits received
by James when he acquired shares and sold them for a profit in 2023.

 Insider Trading Policy

 Our Code of Business Conduct and Ethics prohibits
our directors, officers, and employees from purchasing or selling our securities while being aware of material, non-public information
about our company as well as disclosing such information to others who may trade in securities of our company, and otherwise requires
compliance with insider trading laws. We are in the process of developing a more robust insider trading policy that will apply to our
directors, officers, and employees that will prohibit: (i) trading our securities during certain established periods and when in possession
of material non-public information; (ii) unless approved in advance in limited circumstances by the policy administrator, the hedging
of our securities, including short sales or purchases or sales of derivative securities based on our securities; and (iii) the use of
our securities to secure a margin or other loan.

 Item
11. Executive Compensation

Philosophy

 Our
compensation philosophy includes:

 pay
 for performance;

 fair
 compensation that is competitive with market standards;

 compensation
 mix according to growth stage of our company as well as job level; and

 incentivizing
 employees to work for long-term sustainable and profitable growth of our company.

 Objective
of Executive Compensation Program

 The
objective of our compensation program is to provide a fair and competitive compensation package in the industry to each named executive
officer ("NEO") that will enable us to:

 attract
 and hire outstanding individuals to achieve our mid-term and long-term visions;

 motivate,
 develop and retain employees; and

 align
 the financial interests of each named executive officer with the interests of our stakeholders including stockholders and encourage
 each named executive officer to contribute to enhance value of our company.

 Our
named executive officers for the year 2023, were:

 James
 Chae, our Chairman of the Board, President and Chief Executive Officer; and

 Soojae
 Ryan Cho, Chief Financial Officer.

 Administration

 Following
the consummation of this offering, our Compensation Committee, which includes two independent directors, will oversee our executive compensation
program and will be responsible for approving the nature and amount of the compensation paid to our NEOs. The committee will also administer
our equity compensation plan and awards.

 Elements
of Compensation

 Our
compensation program for NEOs consists of the following elements of compensation, each described in greater depth below:

 base
 salaries;

 performance-based
 bonuses;

 equity-based
 incentive compensation; and

 general
 benefits.

 Base
Salary

 Base
salaries are an annual fixed level of cash compensation to reflect each NEO's performance, role and responsibilities, and retention
considerations.

 Performance-Based
Bonus

 To
incentivize management to drive strong operating performance and reward achievement of our company's business goals, our executive
compensation program includes performance-based bonuses for NEOs. Our Compensation Committee has established annual target performance-based
bonuses for each NEO during the first quarter of the fiscal year.

 Equity

 We
may pay equity-based compensation to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided
to NEOs, thereby ensuring that such NEOs have a continuing stake in our long-term success.

 General
Benefits

 Our
NEOs are provided with other fringe benefits that we believe are commonly provided to similarly situated executives.

 Summary
Compensation Table

 The
following table summarizes the compensation awarded to, earned by or paid to our NEOs for the years 2023 and 2022:

 Summary
Compensation Table – Officers

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-equity
 Incentive plan
 compensation

 Change in Pension Value and Nonqualified deferred compensation earnings

 All other
 compensation

 Total

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 James Chae,
CEO
and Chairman of the Board

 2023

 $
 285,000

 $
 55,000

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 340,000

 Soojae Ryan Cho,
CFO

 2023

 $
 144,000

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 144,000

 James Chae,
CEO
and Chairman of the Board

 2022

 $
 285,000

 $
 632,000

 -0-

 -0-

 -0-

 -0-

 -0-

 $
 917,000

 Soojae Ryan Cho,
CFO

 2022

 $
 91,000

 -0-

 $
 56,000

 -0-

 -0-

 -0-

 -0-

 $
 147,000

 Narrative
to Summary Compensation Table

 We entered into an employment contract on November 21, 2022 with James
Chae as Chief Executive Officer for an annual salary of $285,000. There is no stock options and/or warrants program at this time, but
one may be developed in the future. A copy of the employment contract is attached hereto as an exhibit.

 We engaged Soojae Ryan Cho effective May 23, 2022 to serve as Chief Financial
Officer of the company, effective immediately. The company's offer letter provides for employment at will, for an initial term through
May 22, 2023, which shall automatically renew annually, unless we determine not to renew the term with 60 days prior written notice. We
have agreed to compensate Mr. Cho $144,000 per year, with yearly adjustments, based on performance. Mr. Cho shall also receive a restricted
stock grant equal to $56,000 in shares of Class A Common Stock which will vest 3 months from the date of engagement. A copy of the offer
letter is attached hereto as an exhibit.

 Except
as set forth above we do not currently have employment agreements with any of our NEOs.

 Outstanding
Equity Awards at the Year End

 As
of December 31, 2023, there were no outstanding equity awards for each of the NEOs.

 Payments
Upon Termination or Change in Control

 None
of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control.

 Retirement
Plans

 We
do not maintain any deferred compensation, retirement, pension or profit-sharing plans.

 Omnibus
Equity Incentive Plan

 On
February 4, 2022, we adopted an incentive plan, which we refer to as the 2022 Plan, the material terms of which are described
below.

 Key
Features

 The
2022 Plan includes a number of provisions that promote best practices by reinforcing the alignment between equity compensation arrangements
for eligible employees, non-employee directors and other service providers and stockholders' interests. These provisions include,
but are not limited to, the following (which are qualified in their entirety by the actual text of the 2022 Plan, which is attached as an exhibit to this Report):

 No
 Discounted Options or SARs. Stock options and SARs (as defined below) generally may not be granted with exercise prices lower
 than the market value of the underlying shares on the grant date.

 No
 Repricing without Stockholder Approval. Other than in connection with a change in our capitalization, at any
 time when the purchase price of a stock option or SAR is above the market value of a share, we will not, without stockholder
 approval, reduce the purchase price of the stock option or SAR and will not exchange the stock option or SAR for a new award with
 a lower (or no) purchase price or for cash.

 No
 Transferability. Awards generally may not be transferred, except as otherwise provided in the 2022 Plan will or the laws of descent
 and distribution, unless approved by the Board and/or the Compensation Committee.

 No
 Automatic Grants. The 2022 Plan does not provide for automatic grants to any individual.

 Multiple
 Award Types. The 2022 Plan permits the issuance of nonstatutory stock options (NSOs), incentive stock options (ISOs), stock appreciation
 rights (SARs), restricted stock units (RSUs), restricted stock, other stock-based awards, and cash awards. This breadth of award
 types will enable us to tailor awards in light of the accounting, tax, and other standards applicable at the time of grant.

 Clawbacks.
 All awards, amounts or benefits received or outstanding under the 2022 Plan will be subject to clawback, cancellation, recoupment,
 rescission, payback, reduction or other similar action in accordance with our clawback or similar policy or any applicable
 law related to such actions.

 Independent
 Oversight. The 2022 Plan is administered by a committee of independent members of the board of directors.

 Material
Features of the 2022 Plan

 The
material terms of the 2022 Plan are summarized below. This summary of the 2022 Plan is not intended to be a complete description of the
2022 Plan and is qualified in its entirety by the actual text of the 2022 Plan.

 Eligibility
and Participation. Awards may be granted under the 2022 Plan to officers, employees, and consultants of the company and its subsidiaries
and to non-employee directors of the company. Any of these awards may—but need not—be made as performance incentives to reward
attainment of performance goals in accordance with the terms and conditions hereof.

 Plan
Administration. The Board of Directors has power and authority related to the administration of the 2022 Plan as are consistent with
our corporate governance documents and applicable law. Pursuant to its charter, the Compensation Committee administers the 2022 Plan.

 Type
of Awards. The following types of awards are available for grant under the 2022 Plan: ISOs, NSOs, SARs, restricted stock, RSUs, other
stock-based awards, and cash awards.

 Number
of Authorized Shares. The total number of shares authorized to be awarded under the Plan will not exceed 1,500,000 Shares of Class
A common stock, or Shares. Shares issued under the Plan will consist in whole or in part of authorized but unissued Shares, treasury
Shares, or Shares purchased on the open market or otherwise, all as determined by us from time to time. Subject to adjustment
under Section 15 of the 2022 Plan, 1,500,000 Shares available for issuance under the Plan will be available for issuance as Incentive
Stock Options.

 Share
Counting. Any award settled in cash will not be counted as Shares for any purpose under the Plan. If any Award expires, or is terminated,
surrendered, or forfeited, in whole or in part, the unissued Shares covered by that award will again be available for the grant of awards.
In the case of any substitute award, such substitute award will not be counted against the number of Shares reserved under the 2022 Plan.

 Stock
Options and SARs

 Grant
of Options and SARs. The Compensation Committee may award ISOs, NSOs (together, "options"), and SARs to grantees under
the 2022 Plan. SARs may be awarded either in tandem with or as a component of other awards or alone.

 Exercise
Price of Options and SARs. A SAR will confer on a grantee a right to receive, upon exercise thereof, the excess of (1) the fair market
value of one Share on the date of exercise over (2) the SAR exercise price. The Award Agreement for a SAR (except those that constitute
substitute awards) will specify the SAR Exercise Price, which will be fixed on the grant date as not less than the fair market value
of a Share on that date. A SAR granted in tandem with an outstanding option after the grant date of such option will have a SAR Exercise
Price that is equal to the option price, provided that the SAR Exercise Price may not be less than the fair market value of a Share on
the grant date of the SAR.

 Vesting
of Options and SARs. The Board and/or Compensation Committee will determine the terms and conditions (including any performance requirements)
under which an option or SAR will become exercisable and will include that information in the award agreement.

 Special
Limitations on ISOs. An option will constitute an ISO only if the grantee of the option is an employee of the company or any subsidiary
of the company and to the extent that the aggregate fair market value (determined at the time the option is granted) of the Shares with
respect to which all ISOs held by such grantee become exercisable for the first time during any calendar year (under the 2022 Plan and
all other plans of the grantee's employer and its affiliates) does not exceed $100,000. This limitation will be applied by taking
options into account in the order in which they were granted.

 Restricted
Shares and RSUs

 At
the time of grant, the Compensation Committee may establish a period of time and any additional restrictions including the satisfaction
of corporate or individual performance objectives applicable to an award of Restricted Shares or RSUs. Each award of Restricted Shares
or RSUs may be subject to a different restricted period and additional restrictions. Neither Restricted Shares nor RSUs may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or before the satisfaction of any
other applicable restrictions. Unless the Compensation Committee otherwise provides in an award agreement, holders of Restricted Shares
will have rights as stockholders, including voting and dividend rights.

 Other
Stock-Based Awards

 The
Compensation Committee may, in its discretion, grant other stock-based awards. The terms of other stock-based awards will be set forth
in the applicable award agreements, subject to the 2022 Plan requirements.

 Performance
Awards

 The
right of a grantee to exercise or receive a grant or settlement of any award, and the timing thereof, may be subject to such performance
terms conditions as may be specified by the Compensation Committee. It may use such business criteria and other measures of performance
as it may deem appropriate in establishing any performance terms or conditions.

 Effect
of Certain Transactions

 Adjustments
for Changes in Capitalization. If changes in our common stock occur by reason of any recapitalization, reclassification, stock
split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in stock, or other
increase or decrease in the common stock without receipt of consideration by our company, or if there occurs any spin-off, split-up,
extraordinary cash dividend or other distribution of assets by our company, the number and kinds of shares for which grants of
awards may be made, the number and kinds of shares for which outstanding awards may be exercised or settled, and the performance
goals relating to outstanding awards, will be equitably adjusted by the company.

 Adjustments
for Certain Transactions. Except as otherwise provided in an award agreement, in the event of a corporate transaction, the 2022 Plan
and the awards will continue in effect in accordance with their respective terms, except that after a corporate transaction either (1)
each outstanding award will be treated as provided for in the agreement entered into in connection with the corporate transaction or
(2) if not so provided in such agreement, each grantee will be entitled to receive in respect of each Share subject to any outstanding
awards, upon exercise or payment or transfer in respect of any award, the same number and kind of stock, securities, cash, property,
or other consideration that each stockholder was entitled to receive in the corporate transaction in respect of one Share. Unless otherwise
determined by the Compensation Committee, such stock, securities, cash, property or other consideration will remain subject to all of
the terms and conditions (including performance criteria) that were applicable to the awards before such corporate transaction. Without
limiting the generality of the foregoing, the treatment of outstanding options and SARs under in connection with a corporate transaction
in which the consideration paid or distributed to the stockholders is not entirely shares of common stock of the acquiring or resulting
corporation may include the cancellation of outstanding options and SARs upon consummation of the corporate transaction as long as, at
the election of the Compensation Committee, (A) the holders of affected options and SARs have been given a period of at least 15 days
before the date of the consummation of the corporate transaction to exercise the options or SARs (to the extent otherwise exercisable)
or (B) the holders of the affected options and SARs are paid (in cash or cash equivalents) in respect of each Share covered by the Option
or SAR being canceled an amount equal to the excess, if any, of the per Share price paid or distributed to stockholders in the corporate
transaction (the value of any noncash consideration to be determined by the Compensation Committee) over the option price or SAR Exercise
Price, as applicable.

 Change
in Control. For any Awards outstanding as of the date of a change in control, either of the following provisions will apply, depending
on whether, and the extent to which, awards are assumed, converted, or replaced by the resulting entity in a change in control, unless
otherwise provided by an award agreement:

 (1)
To the extent such awards are not assumed, converted or replaced by the resulting entity in the change in control, then upon the change
in control such outstanding awards that may be exercised will become fully exercisable, all restrictions with respect to such outstanding
awards, other than for performance awards, will lapse and become vested and nonforfeitable, and for any outstanding performance awards
the target payout opportunities attainable under such awards will be deemed to have been fully earned as of the change in control based
upon the greater of (A) an assumed achievement of all relevant performance goals at the "target" level or (B) the actual
level of achievement of all relevant performance goals against target as of our fiscal quarter end preceding the change
in control.

 (2)
To the extent such awards are assumed, converted, or replaced by the resulting entity in the change in control, if, within 24 months
after the date of the change in control, the service provider has a separation from service by us other than for cause (which
may include a separation from service by the service provider for "good reason" if provided in the applicable award agreement),
then such outstanding awards that may be exercised will become fully exercisable, all restrictions with respect to such outstanding awards,
other than for performance awards, will lapse and become vested and nonforfeitable, and for any outstanding performance awards the target
payout opportunities attainable under such awards will be deemed to have been fully earned as of the separation from service based on
the greater of an assumed achievement of all relevant performance goals at the "target" level or the actual level of achievement
of all relevant performance goals against target as of our fiscal quarter end preceding the change in control.

 Term
of Plan. Unless earlier terminated by the Board of Directors or the Compensation Committee, the authority to make grants under the
2022 Plan will terminate on the tenth anniversary of the 2022 Plan's effective date.

 Employee
Benefits

 All
of our full-time employees are eligible to participate in health and welfare plans maintained by us, including:

 medical,
 dental and vision benefits; and

 basic
 life and accidental death & dismemberment insurance.

 Our
NEOs participate in these plans on the same basis as other eligible employees. We do not maintain any supplemental health and welfare
plans for our NEOs.

 Nonqualified
Deferred Compensation

 Our
NEOs did not earn any nonqualified deferred compensation benefits from us during the years 2022 and 2023.

 Our
employee directors did not receive any compensation for serving as a member of our board of directors during the year ended December
31, 2023. We plan to implement a compensation plan for our non-employee directors, such that non-employee directors will receive an annual
cash retainer and/or an annual grant of stock options. Our committee chairpersons will receive certain additional retainer fees.

 Directors
will be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors, including expenses
incurred in attending board meetings. Directors are also entitled to the protection provided by their indemnification agreements and
the indemnification provisions in our current certificate of incorporation and bylaws, as well as the amended and restated certificate
of incorporation.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 The
following table sets forth information regarding the beneficial ownership of shares of our voting securities as of April 1, 2024,
based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

 each
 of our executive officers and directors that beneficially owns our ordinary shares; and

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 1,230,246 shares of our Class A Common Stock and 100,000 of our Class B Common
Stock issued and outstanding as of April 1, 2023.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants
or rights as these warrants and rights are not exercisable or convertible within 60 days of the date of this Report.

 Unless
otherwise indicated, the address of each individual listed in this table is c/o Yoshiharu Global Co., 6940 Beach Blvd. Suite D-705, Buena
Park, CA 90621.

 Name of Beneficial Owner

 Number of Class A Shares Beneficially Owned (1)

 Percent of Class A Common Stock Outstanding (2)

 Number of Class B Shares Beneficially Owned (1)

 Percent of Class B Common Stock Outstanding (2)

 Percent of Total Voting Power (2)(3)

 James Chae

 648,100

 52.68
 %

 100.00
 %

 73.90
 %

 Soojae Ryan Cho

 1,400

 *

 -

 -

 *

 Jay Kim

 10,000

 *

 -

 -

 *

 Harinne Kim

 2,500

 *

 -

 -

 *

 Yusil Yeo

 1,000

 *

 -

 -

 *

 All NEOs and Directors as a Group (5 persons)

 663,000

 53.89
 %

 100.00
 %

 74.57
 %

 *

 Beneficial ownership of
 less than 1.0% is omitted.

 (1)

 A person is considered
 to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment
 power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise
 of stock options or warrants). Unless otherwise indicated, voting and investment power relating to the shares shown in the table
 for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner's
 spouse or children.

 (2)

 Shares of our Common Stock
 issuable upon the conversion of our convertible preferred stock are deemed outstanding for purposes of computing the percentage shown
 above. In addition, for purposes of this table, a person or group of persons is deemed to have "beneficial ownership"
 of any shares of Common Stock that such person has the right to acquire within 60 days after the date of this prospectus. For purposes
 of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons named above, any shares
 that such person or persons has the right to acquire within 60 days after the date of this prospectus is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein
 of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 (3)

 Our Class B Common Stock
 has 10 votes per share, while our Class A Common Stock has one vote per share.

 From time to time, the number of our shares held in
the "street name" accounts of various securities dealers for the benefit of their clients or in centralized securities depositories
may exceed 5% of the total shares of our Common Stock outstanding.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

in Control

 None.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Relationship
with James Chae

 In
September 2021, Yoshiharu Holdings Co. was formed by James Chae as an S corporation for the purpose of acquiring all of the equity
in each of the seven restaurant store entities which were previously founded and wholly owned directly by James Chae and all of the
intellectual property in the business held by James Chae in exchange for an issuance of 9,450,900 shares to James Chae, which
constituted all of the issued and outstanding equity in Yoshiharu Holdings Co. Such transfers were completed in the fourth quarter
of 2021.

 Yoshiharu Global Co. was incorporated on December 9, 2021 in Delaware by
James Chae. On December 9, 2021, James Chae contributed 100% of the equity in Yoshiharu Holdings Co. to Yoshiharu Global Co. in exchange
for the issuance by Yoshiharu Global Co. of 9,450,900 shares of Class A Common Stock to James Chae. On December 10, 2021, we redeemed
670,000 shares of Class A Common Stock from James Chae at par ($0.0001 per share). In December 2021, we conducted a private placement
solely to accredited investors and sold 670,000 shares of Class A Common Stock at $2.00 per share, which our board of directors determined
to reflect the then current fair market value of our Class A Common Stock. We have exchanged 1,000,000 shares held by James Chae into
1,000,000 shares of Class B Common Stock immediately prior to the IPO. Effective February 7, 2022, our board and stockholders unanimously
approved the form of amended and restated certificate of incorporation, which clarifies the automatic conversion of Class B common stock
held by James Chae into Class A Common Stock, among other things, a copy of which is attached to this Report as an exhibit.

 As of December 31, 2023, James Chae owned 100% of our outstanding Class
B Common Stock (100,000 shares), and 52.7% of our Class A Common Stock, and 73.9% of our total voting power. Our Class B common stock
has ten votes per share, while our Class A Common Stock, which is the class of stock we sold in the IPO and is the only class of stock
that is publicly traded, has one vote per share. This concentrated control could discourage others from initiating any potential merger,
takeover or other change of control transaction that other stockholders may view as beneficial.

 Procedures
for Approval of Related Party Transactions

 Our
board of directors has adopted a written related person transaction policy, which sets forth the
policies and procedures for the review and approval or ratification of related party transactions. This policy will be administrated
by our Audit Committee. These policies provide that, in determining whether or not to recommend the initial approval or ratification
of a related party transaction, the relevant facts and circumstances available shall be considered, including, among other factors it
deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated
third party under the same or similar circumstances and the extent of the related party's interest in the transaction.

 Item
14. Principal Accountant Fees and Services.

 We
have appointed BF Borgers CPA PC ("BFB") to serve as our independent registered public accounting firm for the fiscal year
ending December 31, 2023. BFB has served as our independent registered public accounting firm since 2021.

 Fees
Billed to the Company in fiscal year 2023 and 2022

 The
following table sets forth the fees billed to us by our principal auditor, BFB, for professional services rendered during the fiscal
years ended December 31, 2023 and December 31, 2022:

 31-Dec-23

 31-Dec-22

 Audit fees (1)

 $
 198,000

 $
 222,000

 Audit related fees (2)

 —

 —

 Tax fees (3)

 12,000

 11,000

 All other fees

 104,000

 33,000

 Total fees

 $
 314,000

 $
 266,000

 (1)

 Audit Fees — Audit
 fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial
 statements.

 (2)

 Audit-Related Fees —
 These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

 (3)

 Tax Fees — Tax fees
 consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions'
 income tax returns.

 Pre-Approval Policy

 Our
Audit Committee has the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to
stockholder ratification). Our Audit Committee is also responsible for the compensation and oversight of the work of the independent
registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting
firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered
public accounting firm was engaged by, and reports directly to, our Audit Committee.

 Our
Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed
for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in
Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all
such excepted services are subsequently approved prior to the completion of the audit. We have complied with the procedures set forth
above, and our Audit Committee has otherwise complied with the provisions of its charter.

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules.

 (a) The following documents are filed as part of this Report:

 (1)

 Financial
 Statements

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Financial Statements

 (2)

 Financial
 Statements Schedule

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes beginning on F-1 on this Report.

 (3)

 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference
are available on the SEC website at www.sec.gov.

 Item
16. Form 10-K Summary

 Not
applicable.

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and

 Stockholders
of Yoshiharu Global Co. and Subsidiaries

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Yoshiharu Global Co. as of December 31, 2023 and 2022, the related statements
of operations, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as
the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /S/
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2021

 Lakewood,
CO

 F- 1

Global Co. and Subsidiaries

 Consolidated
Balance Sheets

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 1,832,661

 $
 6,509,121

 Inventories

 73,023

 60,899

 Total current assets

 1,905,684

 6,570,020

 Non-Current Assets:

 Property and equipment, net

 4,092,950

 3,158,428

 Operating lease right-of-use asset, net

 5,459,708

 5,980,888

 Other assets

 1,561,022

 308,353

 Total non-current assets

 11,113,680

 9,447,669

 Total assets

 $
 13,019,364

 $
 16,017,689

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 647,811

 $
 744,101

 Line of credit

 1,000,000

 300,000

 Current portion of operating lease liabilities

 572,230

 458,803

 Current portion of bank notes payables

 414,378

 265,943

 Current portion of loan payable, EIDL

 10,526

 39,652

 Loans payable to financial institutions

 534,239

 -

 Due to related party

 24,176

 172,720

 Other payables

 65,700

 5,915

 Total current liabilities

 3,269,060

 1,987,134

 Operating lease liabilities, less current portion

 5,689,535

 6,261,767

 Bank notes payables, less current portion

 991,951

 1,020,143

 Restaurant revitalization fund

 -

 Loan payable, EIDL, less current portion

 415,339

 410,348

 Total liabilities

 10,365,885

 10,379,846

 Commitments and contingencies

 -

 -

 Stockholders' Equity (Deficit)

 Class A Common Stock - $ 0.0001 par value; 49,000,000 authorized shares; 1,230,246 and 1,228,246 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 Class B Common Stock - $ 0.0001 par value; 1,000,000 authorized shares; 100,000 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 Common Stock, value

 Additional paid-in-capital

 11,994,119

 11,938,119

 Accumulated deficit

 ( 9,340,773
)

 ( 6,300,409
)

 Total stockholders' equity

 2,653,479

 5,637,843
)

 Total liabilities and stockholders' equity

 $
 13,019,364

 $
 16,017,689

 See
Notes to the Consolidated Financial Statements

 F- 2

Global Co. and Subsidiaries

 Consolidated
Statements of Operations

 Years Ended December 31,

 2023

 2022

 Revenue:

 Food and beverage

 $
 9,214,779

 $
 8,282,368

 Total revenue

 9,214,779

 8,282,368

 Restaurant operating expenses:

 Food, beverages and supplies

 2,376,961

 2,163,085

 Labor

 4,234,905

 3,670,681

 Rent and utilities

 1,129,060

 1,098,389

 Delivery and service fees

 563,910

 525,747

 Total restaurant operating expenses

 8,850,385

 8,116,273

 Net restaurant operating income

 364,394

 166,095

 Operating expenses:

 General and administrative

 3,419,036

 2,884,770

 Related party compensation

 339,740

 916,891

 Advertising and marketing

 120,872

 148,664

 Total operating expenses

 3,879,648

 3,950,325

 Loss from operations

 ( 3,515,254
)

 ( 3,784,230
)

 Other income (expense):

 PPP loan forgiveness

 -

 385,900

 -

 Gain on disposal of fixed asset

 8,920

 -

 Other income

 32,316

 18,508

 ( 218,153
)

 ( 88,300
)

 Total other income

 523,537

 316,108

 Loss before income taxes

 ( 2,991,717
)

 ( 3,468,122
)

 Income tax provision

 48,647

 19,245

 $
 ( 3,040,364
)

 $
 ( 3,487,367
)

 Loss per share:

 Basic and diluted

 $
 ( 2.29
)

 $
 ( 3.23
)

 Weighted average number of common shares outstanding:

 Basic and diluted

 1,329,022

 1,078,523

 See
Notes to the Consolidated Financial Statements

 F- 3

Global Co. and Subsidiaries

 Consolidated
Statements of Stockholders' Equity

 Additional

 Stock

 Total

 Total
 Stockholder's

 Class A Shares

 Class B Shares

 Paid-In

 Subscription

 Accumulated

 Equity

 Shares

 Amount

 Shares

 Amount

 Capital

 Receivable

 Deficit

 (Deficit)

 Balance at December 31, 2021

 945,090

 $

 -

 $
 -

 $
 554,307

 $
 ( 60,000
)

 $
 ( 2,813,042
)

 $
 ( 2,318,640
)

 Payments received for prior year subscription

 -

 -

 -

 -

 -

 60,000

 -

 60,000

 Cancellation of Class A Common Stock

 ( 100,000
)

 ( 10
)

 -

 -

 -

 -

 -

 ( 10
)

 Issuance of Class B Common Stock

 -

 -

 -

 -

 -

 Issuance of Class A Common Stock

 383,756

 -

 -

 11,383,812

 -

 -

 11,383,850

 -

 -

 -

 -

 -

 -

 ( 3,487,367
)

 ( 3,487,367
)

 Balance at December 31, 2022

 1,228,846

 $

 $

 $
 11,938,119

 $
 -

 $
 ( 6,300,409
)

 $
 5,637,843

 Balance

 1,228,846

 $

 $

 $
 11,938,119

 $
 -

 $
 ( 6,300,409
)

 $
 5,637,843

 Issuance of Class A Common Stock

 1,400

 -

 -

 -

 56,000

 -

 -

 56,000

 -

 -

 -

 -

 -

 -

 ( 3,040,364
)

 ( 3,040,364
)

 Balance at December 31, 2023

 1,230,246

 $

 $

 $
 11,994,119

 -

 $
 ( 9,340,773
)

 $
 2,653,479

 Balance

 1,230,246

 $

 $

 $
 11,994,119

 -

 $
 ( 9,340,773
)

 $
 2,653,479

 See
Notes to the Consolidated Financial Statements

 F- 4

Global Co. and Subsidiaries

 Consolidated
Statements of Cash Flows

 2023

 2022

 Cash flows from operating activities:

 $
 ( 3,040,364
)

 $
 ( 3,487,367
)

 Adjustments to reconcile net income to net cash provided by operating activities:

 Gain on disposal of fixed asset

 ( 8,920
)

 -

 PPP loan forgiveness

 -

 ( 385,900
)

 ( 700,454
)

 -

 Changes in assets and liabilities:

 Inventories

 ( 12,124
)

 ( 24,326
)

 Other assets

 ( 1,252,669
)

 ( 150,404
)

 Accounts payable and accrued expenses

 ( 33,915
)

 883,871

 Due to related party

 ( 148,544
)

 ( 1,276,193

 Other payables

 59,785

 ( 16,822

 Net used in operating activities

 ( 4,591,656
)

 ( 3,798,770

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 1,471,151
)

 ( 1,473,275
)

 Net cash used in investing activities

 ( 1,471,151
)

 ( 1,473,275
)

 Cash flows from financing activities:

 Advance from line of credit

 700,000

 300,000

 Proceeds from borrowings

 812,000

 258,133

 Repayments on bank notes payables

 ( 715,892
)

 ( 209,719
)

 Proceeds from loan payable to financial institutions

 595,400

 -

 Repayment of loan payable to financial institutions

 ( 61,161
)

 -

 Proceeds from sale of common shares

 56,000

 10,345,650

 Net cash provided by financing activities

 1,386,347

 10,694,064

 Net (decrease) increase in cash

 ( 4,676,460
)

 5,422,019

 Cash – beginning of period

 6,509,121

 1,087,102

 Cash – end of period

 $
 1,832,661

 $
 6,509,121

 Supplemental disclosures of non-cash financing activities:

 Forgiveness of paycheck protection program (PPP) loan

 $
 -

 $
 385,900

 Forgiveness of restaurant revitalization fund (RRF) loan

 $

 -

 Supplemental disclosures of cash flow information

 Cash paid during the years for:

 $
 218,153

 $
 88,300

 Income taxes

 $
 48,647

 $
 19,245

 See
Notes to the Consolidated Financial Statements

 F- 5

 YOSHIHARU
GLOBAL CO.

 NOTES

 1.
 NATURE OF OPERATIONS

Global Co. ("Yoshiharu") was incorporated in the State of Delaware on December 9, 2021. Yoshiharu did not have significant
transactions since formation. Yoshiharu has the following wholly owned subsidiaries:

 SCHEDULE OF WHOLLY OWNED SUBSIDIARIES

 Name

 Date
 of Formation

 Description
 of Business

 JJ Group, Inc. ("JJ")

 January
 8, 2015

 Ramen
 stores located in Orange, California and Buena Park, California.

 AA Group, Inc. ("AA")

 July
 21, 2016

 Ramen
 store located in Whittier, California.

 BB Group, Inc. ("BB")

 May
 19, 2017

 Ramen
 store located in Chino Hills, California.

 CC Group, Inc. ("CC")

 23, 2019

 Ramen
 stores located in Eastvale, California and Corona, California.

 DD Group, Inc. ("DD")

 December
 19, 2019

 Ramen
 store located in la Mirada, California.

 Irvine ("YI")

 December
 4, 2020

 Ramen
 store located in Irvine, California.

 Cerritos ("YC")

 January
 21, 2021

 Ramen
 store located in Cerritos, California.

 Clemente ("YCT")

 May
 2, 2022

 Ramen
 store to be opened in San Clemente, California.

 Laguna ("YL")

 May
 2, 2022

 Ramen
 store to be opened in Laguna, California.

 Ontario ("YO")

 May
 2, 2022

 Ramen
 store to be opened in Ontario, California.

 Menifee ("YM")

 May
 2, 2022

 Ramen
 store to be opened in Menifee, California.

 Garden Grove ("YG")

 July
 27, 2022

 Ramen
 store to be opened in Garden Grove, California.

 The
Company owns 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, Yoshiharu Global Co. (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, par value $ 0.0001 per share ("Class A Common Stock") and Class B common stock, par value $ 0.0001 per share ("Class
B Common Stock" and, together with Class A common Stock, "Common Stock"), in the ratio of 1-for-10 (the "Reverse
Stock Split") to be 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 affects 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.

 F- 6

 NOTES

 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
listed in Note 1 above as of December 31, 2022 and December 31, 2021 and for the years then ended. All intercompany accounts, transactions,
and profits have been eliminated upon consolidation.

 Initial
Public Offering

 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 were approximately
$ 10.3 million after deducting underwriting discounts and commissions and other offering expenses of approximately $ 1.5 million.

 The
Company 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- -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
September 9, 2022, the Company's stock began trading on the Nasdaq Capital Market under the symbol "YOSH."

 Deferred
Offering Costs

 Deferred
offering costs were expenses directly related to the IPO. These costs consisted of legal, accounting, printing, and filing fees. The
deferred offering costs were offset against the IPO proceeds in September 2022 and were reclassified to additional paid-in capital upon
completion of the IPO.

 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 $ 121,000 and $ 149,000 for the years ended December 31, 2023
and 2022, respectively, and are included in operating 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.

Recognition

from sales is recognized when food and beverages are sold to customers. Revenue represents sales net of discounts and sales taxes collected
from customers.

 F- 7

 NOTES

 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

 to 7 years

 Leasehold
 improvements

 Shorter
 of estimated useful life or term of lease

 Vehicles

 years

 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 December 31, 2023.

 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.

 Concentrations
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising
from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts
receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of
its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for un-collectible accounts
and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.

 F- 8

 NOTES

 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
arrangement generally does 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

 In
February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires an
entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require
new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing,
and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2020, with
early adoption permitted. The Company evaluated ASU 2016-02 and adopted this guidance as of January 1, 2019.

 F- 9

 NOTES

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 In
July 2018, the FASB issued ASU No. 2018-10, "Codification Improvements to Topic 842, Leases" ("ASU 2018-10").
The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued
ASU 2016-02 and have the same effective and transition requirements as ASU 2016-02. ASU 2018-10 supersedes the current lease guidance
in ASC Topic 840, Leases. Under the new guidance, lessees are required to recognize for all leases, with the exception of short-term
leases, a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted
basis. Concurrently, lessees are required to recognize a right-of-use asset, which is an asset that represents the lessee's right
to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for emerging growth companies for interim
and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied
using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative
periods presented in the financial statements. The Company adopted this guidance as of January 1, 2019.

 In
July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements," ("ASU 2018-11"). The
amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts
that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify
for the practical expedient. The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal years beginning after
December 15, 2020, and interim periods within those fiscal years. The Company adopted this guidance as of January 1, 2019.

 In
March 2019, the FASB issued ASU 2019-01, "Leases (Topic 842): Codification Improvements" ("Topic 842") ("ASU
2019-01"). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or
dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its
cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the
underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should
be applied (Issue 1). ASU 2019-01 also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending,
to present all "principal payments received under leases" within investing activities (Issue 2). Finally, the ASU exempts
both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases
standard (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the
amendments for that Issue are to the original transition requirements in Topic 842.

 This
amendment is for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15,
2020. Early adoption is permitted. The Company evaluated ASU 2019-01 and adopted this guidance as of January 1, 2019.

 COVID-19
Impact on Concentration of Risk

 The
novel coronavirus ("COVID-19") pandemic has significantly impacted health and economic conditions throughout the United States
and globally, as public concern about becoming ill with the virus has led to the issuance of recommendations and/or mandates from federal,
state and local authorities to practice social distancing or self-quarantine. The Company is continually monitoring the outbreak of COVID-19
and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations,
financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition
to the impact on its employees. We have experienced significant disruptions to our business due to the COVID-19 pandemic and related
suggested and mandated social distancing and shelter-in-place orders.

 F- 10

 NOTES

 3.
 PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 December 31

 2023

 2022

 Leasehold Improvements

 $
 4,447,705

 $
 3,533,609

 Furniture and equipment

 902,736

 639,424

 Vehicles

 438,521

 161,821

 Total property and equipment

 5,788,962

 4,334,854

 Accumulated depreciation

 ( 1,696,012
)

 ( 1,176,426
)

 Total property and equipment, net

 $
 4,092,950

 $
 3,158,428

 Total
depreciation was $ 545,549 and $ 658,371 and for the years ended December 31, 2023 and 2022, respectively.

 4.
 LINE OF CREDIT

 The
Company has a $ 1,000,000 bank line of credit. The line bears fixed interest rate at 5.50 % per annum. It is secured by a $ 1,000,000 certificate
of deposit at the same bank. The line of credit expires in December 2024 and it is management's intention to renew the facility.
The Company is in compliance with certain non-financial covenants imposed by the line of credit agreement. The outstanding balance was
$ 1,000,000 and $ 300,000 at December 31, 2023 and 2022, respectively.

 5.
 BANK NOTES PAYABLES

 SCHEDULE OF BANK NOTES PAYABLE

 2023

 2022

 September 22, 2017 ($ 250,000) - AA

 $
 -

 $
 141,684

 November 27, 2018 ($ 780,000) - JJ

 331,022

 441,735

 February 13, 2020 ($ 255,000) - CC

 -

 197,700

 September 14, 2021 ($ 197,000) - CC

 164,418

 138,778

 September 15, 2021 ($ 199,000) - DD

 -

 178,905

 April 22, 2022 ($ 195,000) - Cerritos

 174,492

 187,284

 May 22, 2023 ($ 138,000) - BB

 121,951

 -

 May 22, 2023 ($ 196,000) - CC

 173,169

 -

 May 22, 2023 ($ 178,000) - DD

 158,309

 -

 September 13, 2023 ($ 150,000) - Garden Grove

 141,484

 -

 September 13, 2023 ($ 150,000) - Laguna

 141,484

 -

 Total bank notes payables

 1,406,329

 1,286,086

 Less - current portion

 ( 414,378
)

 ( 265,943
)

 Total bank notes payables, less current portion

 $
 991,951

 $
 1,020,143

 The
following table provides future minimum payments as of December 31, 2023:

 SCHEDULE OF FUTURE MINIMUM PAYMENTS

 Amount

 2024

 $
 414,378

 2025

 278,074

 2026

 180,715

 2027

 180,715

 2028

 90,029

 Thereafter

 262,418

 Total

 $
 1,406,329

 F- 11

 NOTES

 5.
BANK NOTES PAYABLES (Continued)

22, 2017 – $250,000 – Global AA Group, Inc.

 On
September 22, 2017, Global AA Group, Inc. (the "AA") executed the standard loan documents required for securing a loan
of $ 250,000
from the U.S. Small Business Administration (the "SBA"), with proceeds to be used for working capital purposes. The
Company refinanced the loan with a commercial bank on May 22, 2023 under the Global BB Group, Inc. As of December 31, 2023 and
December 31, 2022, the balance of the loan is zero
and $ 141,684,
respectively.

 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 December 31, 2023 and 2022, the balance of the loan
is $ 331,022 and $ 441,735, respectively.

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 $ 12,571.15 per month which includes principal and
interest with an interest rate of 10.25 % per year. The balance of principal and interest is payable on December 1, 2025.

 February
13, 2020 – $255,000 – Global CC Group, Inc.

 On
February 13, 2020, Global CC Group, Inc. (the "CC") executed the standard loan documents required for securing a loan of
$ 255,000 from the SBA, with proceeds to be used for working capital purposes. The Company refinanced the loan with a commercial bank
on May 22, 2023 under the Global CC Group, Inc. As of December 31, 2023 and December 31, 2022, the balance of the loan is zero and $ 197,700,
respectively.

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 December 31, 2023 and 2022, the balance of the loan is $ 164,418 and $ 138,778, respectively.

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 $ 2,575.56 per month which includes principal and
interest with an interest rate of 10.50 %. The balance of principal and interest is payable on September 14, 2031.

15, 2021– $199,000 – Global DD Group, Inc.

 On
September 15, 2021, Global DD Group, Inc. (the "DD") executed the standard loan documents required for securing a loan of
$ 199,000 from the SBA, with proceeds to be used for working capital. The Company refinanced the loan with a commercial bank on May 22,
2023 under the Global DD Group, Inc. As of December 31, 2023 and December 31, 2022, the balance of the loan is zero and $ 178,905, respectively.

 F- 12

 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 December 31, 2023 and December 31, 2022, the balance of the
loan is $ 174,492 and $ 187,284, respectively.

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 $ 2,598.61 per month which includes principal and
interest with an initial interest rate of 10.50 %. The balance of principal and interest is payable on April 22, 2032.

 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 December 31, 2023, the balance of the loan is $ 121,951.

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 $ 2,892.36 per month which includes principal and
interest with an initial interest rate of 9.75 %. The balance of principal and interest is payable on April 22, 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 December 31, 2023, the balance of the loan is $ 173,169.

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 $ 4,107.11 per month which includes principal and
interest with an initial interest rate of 9.75 %. The balance of principal and interest is payable on April 22, 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 December 31, 2023, the balance of the loan is $ 158,309.

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 $ 3,754.68 per month which includes principal and
interest with an initial interest rate of 9.75 %. The balance of principal and interest is payable on April 22, 2028.

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 December 31, 2023, the balance of the loan
is $ 141,484.

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 September 13, 2028.

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 December 31, 2023, the balance of the loan is $ 141,484.

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 September 13, 2028.

 F- 13

 NOTES

 6.
 LOAN PAYABLES, PPP

 February
16, 2021 – $131,600 – Global AA Group, Inc.

 On
February 16, 2021, Global AA Group, Inc. (the "AA") executed the standard loan documents required for securing a Paycheck
Protection Program Loan (the "AA PPP Loan") of $ 131,600 from the SBA under its Paycheck Protection Program (the "PPP")
in light of the impact of the COVID-19 pandemic on the AA's business.

 The
AA PPP Loan is administered by the SBA. The interest rate of the loan is 1.00 % per annum and accrues on the unpaid principal balance
computed on the basis of the actual number of days elapsed in a year of 365 days. Commencing ten months after the effective date of the
AA PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize
any unforgiven principal balance of the loan by the five-year anniversary of the effective date of the AA PPP Loan. The AA PPP Loan contains
customary events of default relating to, among other things, payment defaults, making materially false or misleading representations
to the SBA or the Lender, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of
all amounts outstanding under the AA PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment
against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion
of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for
payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury
and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company
to apply for forgiveness of its PPP loans.

 On
February 1, 2022, $ 131,600 in principal and $ 1,262 in interest was forgiven by the SBA.

 February
16, 2021 – $166,700 – Global JJ Group, Inc.

 On
February 16, 2021, Global JJ Group, Inc. (the "JJ") executed the standard loan documents required for securing a PPP loan
(the "JJ PPP Loan") of $ 166,700 from the SBA in light of the impact of the COVID-19 pandemic on the JJ's business.

 F- 14

 NOTES

 6.
LOAN PAYABLES, PPP (Continued)

 The
JJ PPP Loan is administered by the SBA. The interest rate of the loan is 1.00 % per annum and accrues on the unpaid principal balance
computed on the basis of the actual number of days elapsed in a year of 365 days. Commencing ten months after the effective date of the
JJ PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize
any unforgiven principal balance of the loan by the five-year anniversary of the effective date of the JJ PPP Loan. The JJ PPP Loan contains
customary events of default relating to, among other things, payment defaults, making materially false or misleading representations
to the SBA or the Lender, or breaching the terms of the JJ PPP Loan. The occurrence of an event of default may result in the repayment
of all amounts outstanding under the JJ PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment
against the Company.

 On
February 9, 2022, $ 87,600 in principal and $ 859 in interest was forgiven by the SBA.

 February
16, 2021 – $87,600 – Global BB Group, Inc.

 On
February 16, 2021, Global BB Group, Inc. (the "BB") executed the standard loan documents required for securing a PPP loan
(the "BB PPP Loan") of $ 87,600 from the SBA in light of the impact of the COVID-19 pandemic on the BB's business.

 The
BB PPP Loan is administered by the SBA. The interest rate of the loan is 1.00 % per annum and accrues on the unpaid principal balance
computed on the basis of the actual number of days elapsed in a year of 365 days. Commencing ten months after the effective date of the
BB PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize
any unforgiven principal balance of the loan by the five-year anniversary of the effective date of the BB PPP Loan. The BB PPP Loan contains
customary events of default relating to, among other things, payment defaults, making materially false or misleading representations
to the SBA or the Lender, or breaching the terms of the BB PPP Loan. The occurrence of an event of default may result in the repayment
of all amounts outstanding under the BB PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment
against the Company.

 On
February 24, 2022, $ 166,700 in principal and $ 1,704 in interest was forgiven by the SBA.

 F- 15

 NOTES

 7.
 LOAN PAYABLES, EIDL

 SCHEDULE OF LOAN PAYABLES - EIDL

 2023

 2022

 June 13, 2020 ($ 150,000 - EIDL) - AA

 $
 142,104

 $
 150,000

 June 13, 2020 ($ 150,000 - EIDL) - BB

 142,119

 150,000

 July 15, 2020 ($ 150,000 - EIDL) - JJ

 141,642

 150,000

 Total loans payables, EIDL

 425,865

 450,000

 Less - current portion

 ( 10,526
)

 ( 39,652
)

 Total loans payables, EIDL, less current portion

 $
 415,339

 $
 410,348

 The
following table provides future minimum payments as of December 31, 2023:

 SCHEDULE OF FUTURE MINIMUM PAYMENT

 Amount

 2024

 $
 10,526

 2025

 10,927

 2026

 11,344

 2027

 11,777

 2028

 12,226

 Thereafter

 369,065

 Total

 $
 425,865

 June
13, 2020 – $142,104 – 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.

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 – $142,119 – 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.

 F- 16

 NOTES

 7.
LOAN PAYABLES, EIDL (Continued)

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 – $141,642 – 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.

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.

 F- 17

 NOTES

 8.
 LOANS PAYABLE TO FINANCIAL INSTITUTIONS

 Loans
payable to financial institutions consist of the following:

 SCHEDULE
OF LOANS
PAYABLE TO FINANCIAL INSTITUTIONS

 2023

 2022

 November 17, 2023 ($ 76,400) – AA Loan agreement with principal amount of $ 76,400 and repayment rate of 44.17 % for a total of $ 93,972. The loan payable matures on November 11, 2024

 65,896

 -

 November 17, 2023 ($ 115,600) - BB Loan agreement with principal amount of $ 115,600 and repayment rate of 43.01 % for a total of $ 142,188. The loan payable matures on November 11, 2024

 101,649

 -

 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

 85,080

 -

 November 30, 2023 ($ 132,100) - CC (EV) Loan agreement with principal amount of $ 132,100 and repayment rate of 43.39 % for a total of $ 162,483. The loan payable matures on November 24, 2024

 123,276

 -

 November 20, 2023 ($ 89,400) - JJ (BP) Loan agreement with principal amount of $ 89,400 and repayment rate of 44.54 % for a total of $ 110,856. The loan payable matures on November 14, 2024

 81,299

 -

 November 20, 2023 ($ 90,900) - JJ (OR) Loan agreement with principal amount of $ 90,900 and repayment rate of 43.99 % for a total of $ 111,807. The loan payable matures on November 14, 2024

 77,039

 -

 Total loan payable

 $
 534,239

 $
 -

 9.
 RESTAURANT REVITALIZATION FUND

 SCHEDULE OF RESTAURANT REVITALIZED FUNDS

 2023

 2022

 June 1, 2021 ( 700,454 - Restaurant Revitalization Fund) - JJ

 $
 -

 $

 Total restaurant revitalization fund

 $
 -

 $

 Less - current portion

 -

 Total restaurant revitalization fund, less current portion

 $
 -

 $

 June
1, 2021 – $700,454 – Global JJ Group, Inc.

 On
June 1, 2021, Global JJ Group, Inc. (the "JJ") executed the documents required for securing a Restaurant Revitalization Fund
(the "RRF Loan") of $ 700,454 from the SBA under the American Rescue Plan Act in light of the impact of the COVID-19 pandemic
on the JJ's business.

 The
RRF Loan is administered by the SBA. The interest rate of the RRF Loan is 0.00 % per annum and accrues on the unpaid principal balance
computed on the basis of the actual number of days elapsed in a year of 365 days. No later than March 11, 2023 (the "Maturity Date"),
the Company is required to pay the Lender any unused funds as well as any funds used for non-eligible expenses. The RRF Loan contains
customary events of default relating to, among other things, payment defaults, making materially false or misleading representations
to the SBA or the Lender, or breaching the terms of the RRF Loan. The occurrence of an event of default may result in the repayment of
all amounts outstanding under the RRF Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against
the Company. Under the terms of the American Rescue Plan Act, RRF loan recipients can apply for and be granted forgiveness for all or
a portion of the funds granted. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for
payments of payroll costs, business mortgage obligation, rent, debt, utility, maintenance, construction of outdoor seating, supplies,
food and beverage, supplier costs, and other business operating expenses.

 On
November 28, 2023, $ 700,454 in principal was forgiven by the SBA.

 As
of December 31, 2023, none of the notes payables, loans payables are in default.

 F- 18

 NOTES

 10.
 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 December
 31, 2023 and 2022, the balance was $ 24,176 and $ 172,720, respectively.

 Related
 party compensation - For the years ended December 31, 2023 and 2022, the compensation to James Chae was $ 339,740 and $ 916,891,
 respectively. $ 631,968 of the 2022 compensation was made pursuant to a nonwritten arrangement, in exchange for Mr. Chae's services
 rendered in connection with the successful completion of our IPO and the remaining compensation was made pursuant to a written arrangement.

 Combination
 of Entities Under Common Control - Effective October 2021, JJ transferred IP assets to James Chae, and then Mr. Chae contributed
 100 % of the equity interests in each of the Entities (as defined in Note 1 above) 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, the Company's sole director at the time, James Chae, approved (a) a share
 exchange agreement whereby Mr. Chae, as 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, and (b) the redemption of 670,000 shares of
 Yoshiharu's class A common stock from Mr. Chae whereby Yoshiharu would repurchase such shares from Mr. Chae at par value.

 Private
 Placement - 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. Many of these investors are friends and family of James
 Chae. As of March 31, 2022, the Company had received $ 1,340,000 of the expected proceeds.

 Exchange
 of class A common stock for class B 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.

 F- 19

 NOTES

 11.
 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.

 In
accordance with ASC 842, the components of lease expense were as follows:

 SCHEDULE OF OPERATING LEASE EXPENSE

 2023

 2022

 2023

 2022

 Operating lease expense

 $
 978,504

 $
 530,722

 Total lease expense

 $
 978,504

 $
 530,722

 In
accordance with ASC 842, other information related to leases was as follows:

 SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES

 2023

 2022

 2023

 2022

 Operating cash flows from operating leases

 $
 826,307

 $
 538,909

 Cash paid for amounts included in the measurement of lease liabilities

 $
 826,307

 $
 538,909

 Weighted-average remaining lease term—operating leases

 8.0 Years

 Weighted-average discount rate—operating leases

 %

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

 Operating

 Year ending:

 Lease

 2023

 $
 893,761

 2024

 923,862

 2025

 919,143

 2026

 882,733

 2027

 862,836

 Thereafter

 3,431,562

 Total undiscounted cash flows

 $
 7,913,897

 Reconciliation of lease liabilities:

 Weighted-average remaining lease terms

 8.0 Years

 Weighted-average discount rate

 %

 Present values

 $
 6,261,765

 Lease liabilities—current

 572,230

 Lease liabilities—long-term

 5,689,535

 Lease liabilities—total

 $
 6,261,765

 Difference between undiscounted and discounted cash flows

 $
 1,652,132

 Contingencies

 From
time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is
of the opinion that such matters will be resolved without material effect on the Company's financial condition or results of operations.

 F- 20

 NOTES

 12.
 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 were 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- -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, Yoshiharu Global Co. (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, par value $ 0.0001 per share ("Class A Common Stock") and Class B common stock, par value $ 0.0001 per share ("Class
B Common Stock" and, together with Class A common Stock, "Common Stock"), in the ratio of 1-for-10 (the "Reverse
Stock Split") to be 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 affects 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.

 F- 21

 NOTES

 12.
STOCKHOLDERS' EQUITY (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, Yoshiharu Global Co. (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 B common
stock, par value $ 0.0001 per share in the ratio of 1-for-10 (the "Reverse Stock Split") to be effective at 11:59 p.m. eastern
on November 27, 2023. As a result, total of 100,000 shares of Class B common stock were issued and outstanding as of December 31, 2023.

 13.
 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 year. The Company did not have any dilutive common shares for the years ended December 31, 2023 and 2022, respectively.

 14.
 SUBSEQUENT EVENTS

 The
Company evaluated all events or transactions that occurred after December 31, 2023 up through the date the audited consolidated financial
statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required
to be disclosed as of and for the year ended December 31, 2023.

 F- 22

 EXHIBIT

 3.1

 Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to our Registration Statement on Form S-1 filed on February 9, 2022)

 3.2

 Certificate of Amendment to Amended and Restated Certificate of Incorporation filed November 22, 2023 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on November 24, 2023).

 3.3

 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to our Registration Statement on Form S-1 filed on February 9, 2022)

 4.1

 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1 filed on January 25, 2022)

 4.2

 Form of Representative's Warrant (incorporated by reference to Exhibit 4.2 to Quarterly report on Form 10-Q filed on November 14, 2022)

 4.3

 Description of Securities*

 10.1

 Form of IPO Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to our Registration Statement on Form S-1 filed on May 31, 2022)

 10.2

 Form of Director and Officer Indemnity Agreement (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on January 25, 2022)

 10.3

 Commercial Lease by and between Daniel D. Lim and Global JJ Group, Inc. dated November 1, 2015 (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.4

 Retail Center Lease Agreement by between the Source at Beach, LLC and Global JJ Group, Inc. dated May 1, 2015 (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.5

 Commercial Lease Agreement by and between Juan Caamano and Global AA Group, Inc. dated September 6, 2016 (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.6

 Shopping Center Lease by and between La Miranda Center, Inc. and Global DD Group, Inc. dated July 1, 2020 (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.7

 Retail Lease by and between Irvine Orchard Hills Retail, LLC and Yoshiharu Irvine dated December 30, 2020 (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.8

 Lease between Tarpon Property Ownership 2 LLC and Global BB Group, Inc. dated August 22, 2019 (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.9

 Shopping Center Lease by and between the Price Reit, Inc. and Global CC Group, Inc. dated March 2, 2021 (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.10

 Lease Agreement by and between SY Ventures V, LLC and Global AA Group, Inc. (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.11

 Lease by and between Cerritos West Covenant Group LLC and Yoshiharu Cerritos dated March 2, 2021 (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.12

 Contract Agreement by and between Life Construction Development, Inc. and Yoshiharu Ramen, dated March 23, 2021 (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.13

 Contract Agreement by and between Life Construction Development, Inc. and Yoshiharu Ramen, dated July 23, 2021 (incorporated by reference to Exhibit 10.14 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.14

 Contract Agreement by and between Life Construction Development, Inc. and Yoshiharu Ramen, dated March 5, 2021 (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.15

 Promissory Note, dated November 27, 2018, by and between Global AA Group, Inc., Global JJ Group, Inc. and Pacific City Bank (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.16

 Yoshiharu Global Co. 2022 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to our Registration Statement on Form S-1 filed on February 9, 2022).

 10.17

 Employee Offer Letter between Yoshiharu Global Co. and Soojae Ryan Cho, dated May 23, 2022 (incorporated by reference to Exhibit 10.17 to Amendment No. 3 to our Registration Statement on Form S-1 filed on May 27, 2022).

 10.18

 Shopping Center Lease by and between Center Pointe LLC and Yoshiharu Menifee, dated May 24, 2022 (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to our Registration Statement on Form S-1 filed on August 29, 2022).

 10.19

 Lease Agreement by and between California Property Owner I, LLC and Yoshiharu Clemente, dated May 31, 2022 (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to our Registration Statement on Form S-1 filed on August 29, 2022).

 Employment Contract between James Chae and Yoshiharu Global Co., dated November 21, 2022 (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K filed on March 30, 2023).

 10.20

 Asset Purchase Agreement by and among Jianga LLC, HJH LLC, Ramen Aku LLC, Jihyuck Hwang, and Yoshiharu Global Co. dated November 21, 2023 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on November 27, 2023).

 10.21

 Seller Carry Loan Note issued by Yoshiharu LV and Yoshiharu Global Co. for the benefit of Jihyuck Hwang dated November 21, 2023 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on November 27, 2023).

 10.22

 Convertible Note Agreement by and among Yoshiharu LV and Yoshiharu Global Co. for the benefit of Jihyuck Hwang dated November 21, 2023 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed on November 27, 2023).

 10.23

 Securities Purchase Agreement by and between Yoshiharu Global Co. and Alumni Capital LP dated January 4, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 10, 2024).

 10.24

 List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to our Registration Statement on Form S-1 filed on January 25, 2022).

 10.25

 Lease agreement by and between SVAP II Chapman, LLC and Yoshiharu Garden Grove, dated as of July 15, 2022 (incorporated by reference to Exhibit 10.3 to Quarterly report on Form 10-Q filed on November 14, 2022)

 10.26

 Lease by and between Ocean Ranch II, LLC and Yoshiharu Global Co., dated July 18, 2022 (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to our Registration Statement on Form S-1 filed on August 29, 2022)

 17.1*

 Resignation Letter of Helen Lee

 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

 97.1*

 Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 SIGNATURES

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.

 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)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 James Chae

 Chairman
 of the Board of Directors, President, Chief

 James
 Chae

 Executive
 Officer and Principal Executive Officer

 /s/
 Soojae Ryan Cho

 Chief
 Financial Officer, Treasurer and Secretary,

 Soojae
 Ryan Cho

 Principal
 Financial and Accounting Officer

 /s/
Jay Kim

 Jay
 Kim

 /s/
 Harinne Kim

 Harinne
 Kim

 /s/
Yusil Yeo

 Yusil
 Yeo