Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41494 | |
Entity Registrant Name | YOSHIHARU GLOBAL CO. | |
Entity Central Index Key | 0001898604 | |
Entity Tax Identification Number | 87-3941448 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6940 Beach Blvd., Suite D-705 | |
Entity Address, City or Town | Buena Park | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90621 | |
City Area Code | (714) | |
Local Phone Number | 694-2403 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | YOSH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 1,242,722 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 100,000 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash | $ 1,194,174 | $ 1,462,326 |
Accounts receivable | 108,348 | |
Inventories | 111,538 | 73,023 |
Total current assets | 1,414,060 | 1,535,349 |
Non-Current Assets: | ||
Property and equipment, net | 5,239,334 | 4,092,950 |
Operating lease right-of-use asset | 7,059,187 | 5,459,708 |
Intangible asset | 517,775 | |
Goodwill | 1,985,645 | |
Other assets | 914,424 | 1,931,357 |
Total non-current assets | 15,716,365 | 11,484,015 |
Total assets | 17,130,425 | 13,019,364 |
Current liabilities: | ||
Accounts payable and accrued expenses | 868,641 | 647,811 |
Line of credit | 1,000,000 | 1,000,000 |
Current portion of operating lease liabilities | 882,627 | 572,230 |
Current portion of bank notes payables | 617,208 | 414,378 |
Current portion of loan payable, EIDL | 5,312 | 10,536 |
Loans payable to financial institutions | 236,148 | 534,239 |
Other payables | 65,700 | 65,700 |
Total current liabilities | 4,833,436 | 3,269,070 |
Operating lease liabilities, less current portion | 7,007,735 | 5,689,535 |
Bank notes payables, less current portion | 2,337,285 | 991,951 |
Loan payable, EIDL, less current portion | 415,362 | 415,329 |
Total liabilities | 16,393,818 | 10,365,885 |
Commitments and Contingencies | ||
Stockholders’ equity | ||
Additional paid-in capital | 12,058,267 | 11,994,119 |
Accumulated deficit | (11,321,794) | (9,340,773) |
Total stockholders’ equity | 736,607 | 2,653,479 |
Total liabilities and stockholders’ equity | 17,130,425 | 13,019,364 |
Common Class A [Member] | ||
Stockholders’ equity | ||
Common Stock, value | 124 | 123 |
Common Class B [Member] | ||
Stockholders’ equity | ||
Common Stock, value | 10 | 10 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related party | 1,157,800 | 24,176 |
Notes payable to related party | 600,000 | |
Convertible notes to related party | $ 1,200,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 1,242,722 | 1,230,246 |
Common stock, shares outstanding | 1,242,722 | 1,230,246 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 100,000 | 100,000 |
Common stock, shares outstanding | 100,000 | 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Food and beverage | $ 3,325,396 | $ 2,209,469 | $ 6,137,005 | $ 4,689,043 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Food and Beverage [Member] | Food and Beverage [Member] | Food and Beverage [Member] | Food and Beverage [Member] |
Total revenue | $ 3,325,396 | $ 2,209,469 | $ 6,137,005 | $ 4,689,043 |
Restaurant operating expenses: | ||||
Food, beverages and supplies | 840,680 | 577,895 | 1,508,572 | 1,229,341 |
Labor | 1,494,127 | 865,414 | 2,780,661 | 2,003,481 |
Rent and utilities | 450,728 | 256,913 | 769,296 | 555,376 |
Delivery and service fees | 137,555 | 137,113 | 280,916 | 284,950 |
Depreciation | 179,645 | 123,417 | 350,327 | 251,687 |
Total restaurant operating expenses | 3,102,735 | 1,960,752 | 5,689,772 | 4,324,835 |
Net operating restaurant operating income | 222,661 | 248,717 | 447,233 | 364,208 |
Operating expenses: | ||||
General and administrative | 1,091,653 | 1,161,893 | 2,012,054 | 2,222,346 |
Related party compensation | 53,725 | 11,384 | 95,879 | 123,432 |
Advertising and marketing | 24,660 | 26,200 | 58,564 | 52,542 |
Total operating expenses | 1,170,038 | 1,199,477 | 2,166,497 | 2,398,320 |
Loss from operations | (947,377) | (950,760) | (1,719,264) | (2,034,112) |
Other income (expense): | ||||
Gain on disposal of fixed asset | 8,920 | 8,920 | ||
Other income | 12,207 | 6,990 | 12,207 | 6,990 |
Interest | (147,808) | (77,691) | (252,126) | (138,828) |
Total other income (expense), net | (135,601) | (61,781) | (239,919) | (122,918) |
Loss before income taxes | (1,082,978) | (1,012,541) | (1,959,183) | (2,157,030) |
Income tax provision | 21,838 | 6,988 | 21,838 | 6,988 |
Net loss | $ (1,104,816) | $ (1,019,529) | $ (1,981,021) | $ (2,164,018) |
Loss per share: | ||||
Basic | $ (0.82) | $ (0.83) | $ (1.48) | $ (1.77) |
Diluted | $ (0.82) | $ (0.83) | $ (1.48) | $ (1.77) |
Weighted average number of common shares outstanding: | ||||
Basic | 1,342,105 | 1,223,262 | 1,342,105 | 1,223,262 |
Diluted | 1,342,105 | 1,223,262 | 1,342,105 | 1,223,262 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 123 | $ 10 | $ 11,938,119 | $ (6,300,409) | $ 5,637,843 |
Balance, shares at Dec. 31, 2022 | 1,228.846 | 100,000 | |||
Net loss | (1,144,489) | (1,144,489) | |||
Balance at Mar. 31, 2023 | $ 123 | $ 10 | 11,938,119 | (7,444,898) | 4,493,354 |
Balance, shares at Mar. 31, 2023 | 1,228.846 | 100,000 | |||
Balance at Dec. 31, 2022 | $ 123 | $ 10 | 11,938,119 | (6,300,409) | 5,637,843 |
Balance, shares at Dec. 31, 2022 | 1,228.846 | 100,000 | |||
Net loss | (2,164,018) | ||||
Balance at Jun. 30, 2023 | $ 123 | $ 10 | 11,938,119 | (8,464,427) | 3,473,825 |
Balance, shares at Jun. 30, 2023 | 1,228,846 | 100,000 | |||
Balance at Mar. 31, 2023 | $ 123 | $ 10 | 11,938,119 | (7,444,898) | 4,493,354 |
Balance, shares at Mar. 31, 2023 | 1,228.846 | 100,000 | |||
Net loss | (1,019,529) | (1,019,529) | |||
Balance at Jun. 30, 2023 | $ 123 | $ 10 | 11,938,119 | (8,464,427) | 3,473,825 |
Balance, shares at Jun. 30, 2023 | 1,228,846 | 100,000 | |||
Balance at Dec. 31, 2023 | $ 123 | $ 10 | 11,994,119 | (9,340,773) | 2,653,479 |
Balance, shares at Dec. 31, 2023 | 1,230,246 | 100,000 | |||
Issuance of Class A Common Stock | $ 1 | 64,148 | 64,149 | ||
Issuance of Class A Common Stock, shares | 12,476 | ||||
Net loss | (876,205) | (876,205) | |||
Balance at Mar. 31, 2024 | $ 124 | $ 10 | 12,058,267 | (10,216,978) | 1,841,423 |
Balance, shares at Mar. 31, 2024 | 1,242,722 | 100,000 | |||
Balance at Dec. 31, 2023 | $ 123 | $ 10 | 11,994,119 | (9,340,773) | 2,653,479 |
Balance, shares at Dec. 31, 2023 | 1,230,246 | 100,000 | |||
Net loss | (1,981,021) | ||||
Balance at Jun. 30, 2024 | $ 124 | $ 10 | 12,058,267 | (11,321,794) | 736,607 |
Balance, shares at Jun. 30, 2024 | 1,242,722 | 100,000 | |||
Balance at Mar. 31, 2024 | $ 124 | $ 10 | 12,058,267 | (10,216,978) | 1,841,423 |
Balance, shares at Mar. 31, 2024 | 1,242,722 | 100,000 | |||
Net loss | (1,104,816) | (1,104,816) | |||
Balance at Jun. 30, 2024 | $ 124 | $ 10 | $ 12,058,267 | $ (11,321,794) | $ 736,607 |
Balance, shares at Jun. 30, 2024 | 1,242,722 | 100,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,981,021) | $ (2,164,018) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 363,603 | 251,687 |
Gain on disposal of fixed asset | (8,920) | |
Changes in assets and liabilities: | ||
Accounts receivable | (108,348) | |
Inventories | (25,730) | 9,838 |
Other assets | 1,018,133 | (650,515) |
Accounts payable and accrued expenses | 221,197 | (104,888) |
Due to related party | 1,133,624 | 58,771 |
Other payables | 59,785 | |
Net cash provided by (used in) operating activities | 621,458 | (2,548,260) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (398,641) | (1,040,797) |
Acquisition of LV entities | (1,800,000) | |
Net cash used in investing activities | (2,198,641) | (1,040,797) |
Cash flows from financing activities: | ||
Advance from line of credit | 500,000 | |
Proceeds from borrowings for acquisition of LV entities | 900,000 | |
Proceeds from borrowings | 1,014,830 | |
Repayments on bank notes payables | (371,857) | (69,627) |
Repayment of loan payable to financial institutions | (298,091) | |
Proceeds from sale of common shares | 64,149 | |
Net cash provided by financing activities | 1,309,031 | 430,373 |
Net decrease in cash | (268,152) | (3,158,684) |
Cash – beginning of period | 1,462,326 | 6,138,786 |
Cash – end of period | 1,194,174 | 2,980,102 |
Supplemental disclosures of non-cash financing activities: | ||
Note payable to related party | 600,000 | |
Convertible notes to related party | 1,200,000 | |
Cash paid during the periods for: | ||
Interest | 230,777 | 138,828 |
Income taxes | $ 21,838 | $ 6,988 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (1,104,816) | $ (876,205) | $ (1,019,529) | $ (1,144,489) | $ (1,981,021) | $ (2,164,018) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Yoshiharu Global Co. (“Yoshiharu”) was incorporated in the State of Delaware on December 9, 2021. Yoshiharu has the following wholly owned subsidiaries: SCHEDULE OF WHOLLY OWNED SUBSIDIARIES Name Date of Formation Description of Business Global JJ Group, Inc. (“JJ”) January 8, 2015 Ramen stores located in Orange, California and Buena Park, California. Global AA Group, Inc. (“AA”) July 21, 2016 Ramen store located in Whittier, California. Global BB Group, Inc. (“BB”) May 19, 2017 Ramen store located in Chino Hills, California. Global CC Group, Inc. (“CC”) September 23, 2019 Ramen stores located in Eastvale, California and Corona, California. Global DD Group, Inc. (“DD”) December 19, 2019 Ramen store located in la Mirada, California. Yoshiharu Irvine (“YI”) December 4, 2020 Ramen store located in Irvine, California. Yoshiharu Cerritos (“YC”) January 21, 2021 Ramen store located in Cerritos, California. Yoshiharu Clemente (“YCT”) May 2, 2022 Ramen store to be opened in San Clemente, California. Yoshiharu Laguna (“YL”) May 2, 2022 Ramen store located in Laguna, California. Yoshiharu Ontario (“YO”) May 2, 2022 Ramen store to be opened in Ontario, California. Yoshiharu Menifee (“YM”) May 2, 2022 Ramen store to be opened in Menifee, California. Yoshiharu Las Vegas (“YLV”) Sep 21, 2023 Ramen store and Izakaya stores in Las Vegas, Nevada Yoshiharu Garden Grove (“YG”) July 27, 2022 Ramen store located in Garden Grove, California. The Company owns several restaurants specializing in Japanese ramen and other Japanese cuisines. The Company offers a variety of Japanese ramens, rice bowls, and appetizers. Unless otherwise stated or the context otherwise requires, the terms “Yoshiharu” “we,” “us,” “our” and the “Company” refer collectively to Yoshiharu and, where appropriate, its subsidiaries. Prior to September 30, 2021, the Yoshiharu business (the “Business”) consisted of the first seven separate entities listed above (collectively, the “Entities”), each wholly owned by James Chae (“Mr. Chae”), and each holding one (1) store, except for JJ, which held two stores and the Business’s intellectual property (the “IP”). Effective October 2021, JJ transferred the IP to Mr. Chae. Effective October 2021, Mr. Chae contributed 100 3,205,000 100 6,245,900 9,450,900 On December 9, 2021, Yoshiharu completed a share exchange agreement whereby Mr. Chae, the sole stockholder of Holdings, received 9,450,900 100 On November 22, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued Class A common stock and Class B common stock together with the Class A common stock, “Common Stock”), in the ratio of 1-for-10 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 1,230,246 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. The consolidated financial statements include Yoshiharu and its wholly owned subsidiaries instead in Note 1 above as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023. 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 4.00 11,760,000 10.3 1.5 The Company granted the underwriters a 45-day option to purchase up to 441,000 15 5.0 5.00 125 On September 9, 2022, the Company’s stock began trading on the Nasdaq Capital Market under the symbol “YOSH.” YLV Acquisition On June 12, 2024, the Company consummated the acquisition of assets of three restaurant entities (Jjanga, HJH, and Aku) for an aggregate $ 3.6 1.8 600,000 1.2 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 $ 59 53 Delivery Fees Charged by Delivery Service Providers The Company’s customers may order online through third party service providers such as Uber Eats, Door Dash, and others. These third-party service providers charge delivery and order fees to the Company. Such fees are expensed when incurred. Delivery fees are included in delivery and service fees in the accompanying consolidated statements of operations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues from food and beverage sales. Revenues from the sale of food items by Company-owned restaurants are recognized as Company sales when a customer receives the food that they purchased, which is when our obligation to perform is satisfied. The timing and amount of revenue recognized related to Company sales was not impacted by the adoption of ASC 606. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Inventories Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first out method. Segment Reporting ASC 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies its operating segments based on how executive decision makers internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Furniture and equipment 5 7 Leasehold improvements Shorter of estimated useful life or term of lease Vehicle 5 Goodwill and Intangible Assets Goodwill and certain intangible assets were recorded in connection with the YLV asset acquisition in April 2024, and were accounted for in accordance with ASC 805, “Business Combinations.” Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible net assets acquired. Intangible assets are recorded at their fair value at the date of acquisition. Goodwill and other intangible assets are accounted for in accordance with ASC 350, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets are tested for impairment at least annually and any related impairment losses are recognized in earnings when identified. No impairment was recognized during the three and six months ended June 30, 2024. 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 June 30, 2024. 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. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, operating lease right-of-use assets, net, accounts payable and accrued expenses, notes payables, and operating lease liabilities. The estimated fair value of cash, operating lease right-of-use assets, net, and notes payables approximate its carrying amount due to the short maturity of these instruments. Leases In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. An ROU asset represents the Company’s right to use an underlying asset for the lease term and an operating lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and operating lease liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
ACQUISITION UNDER ASSET PURCHAS
ACQUISITION UNDER ASSET PURCHASE | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITION UNDER ASSET PURCHASE | 3. ACQUISITION UNDER ASSET PURCHASE On June 12, 2024, the Company consummated the closing of the transactions contemplated by an Asset Purchase Agreement (“APA”) with Mr. Jihyuck Hwang (“Seller”)(see Note 9 Related Party Transactions) via the Company’s wholly owned subsidiary, Yoshiharu Las Vegas (“YLV”). The APA provided for the purchase of specific assets of the three restaurant businesses, including inventory, security deposits, fixed assets and lease assignment effective as of April 20, 2024. The Company considered the guidance in ASC 805, Business Combinations, and determined the transaction was an asset acquisition. As a result, the estimated fair value of the assets acquired, and amount of liabilities assumed are included in the accompanying balance sheet as of June 30, 2024. The three restaurants consist of one Japanese ramen restaurant, and two Izakaya style restaurants offering sushi & steak along with Japanese ramen. The condensed consolidated financial statements include the results of the YLV from the date of acquisition. The purchase price has been allocated based on estimated fair values as of the acquisition date. The purchase price was allocated as follows: SCHEDULE OF PURCHASE PRICE ALLOCATED Preliminary Purchase Price April 20, 2024 Cash $ 900,000 Promissory note to Seller 600,000 Bank notes payables 900,000 Convertible note to Seller 1,200,000 Total purchase price $ 3,600,000 Preliminary Purchase Price Allocation Fixed assets $ 1,098,070 Inventory and other assets 13,985 Operating lease right-of-use asset, net 1,409,288 Goodwill 1,985,645 Intangible assets 531,051 Operating lease liabilities (1,438,039 ) Acquired assets, net $ 3,600,000 The purchase price allocation has been prepared on a preliminary basis based on the information that was available to the Company at the time the condensed consolidated financial statements were prepared, and revisions to the preliminary purchase price allocation may result as additional information becomes available. In determining the purchase price allocation, management considered, among other factors, the Company’s intention to use the acquired assets. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized, with no expected residual value. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 4. INTANGIBLE ASSETS Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Life Average Remining Life June 30, 2024 April 20, 2024 Brand & non-compete 10 9.9 $ 531,051 $ 531,051 Less – accumulated amortization (13,276 ) - Total intangible assets, net $ 517,775 $ 531,051 Estimated future amortization of intangible assets is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS Years ending December 31, Amount 2024 $ 26,553 2025 53,105 2026 53,105 2027 53,105 2028 53,105 Thereafter 292,078 Total $ 531,051 Amortization expense on intangible assets amounted to $ 13,276 0 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, December 31, 2024 2023 Leasehold Improvement $ 5,342,300 $ 4,447,705 Furniture and equipment 1,504,852 902,736 Vehicle 438,521 438,521 Total property and equipment 7,285,673 5,788,962 Accumulated depreciation (2,046,339 ) (1,696,012 ) Total property and equipment, net $ 5,239,334 $ 4,092,950 Total depreciation was $ 350,327 545,549 |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | 6. OTHER ASSETS Other assets consisted of the following: SCHEDULE OF OTHER ASSETS June 30, December 31, 2024 2023 Escrow deposit to acquire assets from Las Vegas restaurants $ - $ 729,352 Security deposits 209,929 209,844 Tenant improvement receivable 370,335 370,335 Loan to Won Zo Whittier 100,300 100,300 Others 233,860 521,526 Total other assets $ 914,424 $ 1,931,357 |
LINE OF CREDIT
LINE OF CREDIT | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
LINE OF CREDIT | 7. LINE OF CREDIT The Company has a $ 1,000,000 5.50 1,000,000 The line of credit expires in December 2024 1,000,000 1,000,000 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
BANK NOTES PAYABLES
BANK NOTES PAYABLES | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
BANK NOTES PAYABLES | 8. BANK NOTES PAYABLES SCHEDULE OF BANK NOTES PAYABLE June 30, December 31, 2024 2023 November 27, 2018 ($ 780,000 $ 271,733 $ 331,022 September 14, 2021 ($ 197,000 157,418 164,418 April 22, 2022 ($ 195,000 167,890 174,492 May 22, 2023 ($ 138,000 110,406 121,951 May 22, 2023 ($ 196,000 156,775 173,169 May 22, 2023 ($ 178,000 143,322 158,309 September 13, 2023 ($ 150,000 129,106 141,484 September 13, 2023 ($ 150,000 131,193 141,484 March 22, 2024 ($ 150,000 143,910 - March 22, 2024 ($ 150,000 142,740 - January 30, 2024 ($ 500,000 500,000 - June 4, 2024 ($ 900,000 900,000 - Total bank notes payables 2,954,493 1,406,329 Less - current portion (617,208 ) (414,378 ) Total bank notes payables, less current portion $ 2,337,285 $ 991,951 The following table provides future minimum payments as of June 30, 2024: SCHEDULE OF FUTURE MINIMUM PAYMENTS For the years ended Amount 2024 (remaining six months) $ 617,208 2025 814,591 2026 469,484 2027 436,237 2028 336,869 Thereafter 280,104 Total $ 2,954,493 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 $ 780,000 271,733 331,022 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 12,571.15 10.25 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 8. BANK NOTES PAYABLES (Continued) September 14, 2021 – $197,000 – Global CC Group, Inc. On September 14, 2021, the CC executed the standard loan documents required for securing a loan of $ 197,000 157,418 164,418 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 2,576.63 10.50 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 $ 195,000 167,890 174,492 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 2,599.66 10.50 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 $ 138,000 110,406 121,951 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 2,892.36 9.75 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 $ 196,000 156,775 173,169 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 4,107.11 9.75 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 $ 178,000 143,322 158,309 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,754.68 9.75 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 8. BANK NOTES PAYABLES (Continued) September 13, 2023– $150,000 – Yoshiharu Garden Grove On September 13, 2023, Yoshiharu Garden Grove (the “YG”) executed the standard loan documents required for securing a loan of $ 150,000 129,106 141,484 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,160.82 9.50 September 13, 2023– $150,000 – Yoshiharu Laguna On September 13, 2023, Yoshiharu Laguna (the “YL”) executed the standard loan documents required for securing a loan of $ 150,000 131,193 141,484 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,160.82 9.50 March 22, 2024– $150,000 – Yoshiharu Menifee On March,22, 2024, Yoshiharu Menifee (the “YM”) executed the standard loan documents required for securing a loan of $ 150,000 143,910 0 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,160.96 9.50 March 22, 2024– $150,000 – Yoshiharu San Clemente On March,22, 2024, Yoshiharu San Clemente (the “YCT”) executed the standard loan documents required for securing a loan of $ 150,000 142,740 0 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,160.96 9.50 January 30, 2024– $500,000 – Yoshiharu On January 30, 2024, Yoshiharu Global Co. (the “Yoshiharu”) executed the standard loan documents required for securing a loan of $ 500,000 500,000 0 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 3,958.33 9.50 June 4, 2024– $900,000 – Yoshiharu Las Vegas On June 4, 2024, Yoshiharu Las Vegas (the “YLV”) executed the standard loan documents required for securing a loan of $ 900,000 900,000 0 Pursuant to that certain Loan Authorization and Agreement, interest accrues at a variable rate that is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal per annum and will accrue only on funds actually advanced from the date of each advance. The loan requires a payment of $ 18,964.14 9.50 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
LOAN PAYABLES, EIDL
LOAN PAYABLES, EIDL | 6 Months Ended |
Jun. 30, 2024 | |
Loan Payables Eidl | |
LOAN PAYABLES, EIDL | 9. LOAN PAYABLES, EIDL SCHEDULE OF LOAN PAYABLES - EIDL June 30, December 31, 2024 2023 June 13, 2020 ($ 150,000 $ 140,376 $ 142,104 June 13, 2020 ($ 150,000 140,392 142,119 July 15, 2020 ($ 150,000 139,906 141,642 Total loans payables, EIDL 420,674 425,865 Less - current portion (5,312 ) (10,536 ) Total loans payables, EIDL, less current portion $ 415,362 $ 415,329 The following table provides future minimum payments as of June 30, 2024: SCHEDULE OF FUTURE MINIMUM PAYMENT For the years ended Amount 2024 (remaining nine months) $ 5,312 2025 10,928 2026 11,345 2027 11,777 2028 12,227 Thereafter 369,085 Total $ 420,674 June 13, 2020 – $150,000 – Global AA Group, Inc. On June 13, 2020, Global AA Group, Inc. (the “AA”) executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the AA’s business. Pursuant to that certain Loan Authorization and Agreement, the AA borrowed an aggregate principal amount of the AA EIDL Loan of $ 150,000 3.75 May 14, 2021 731 thirty years 10,000 In connection therewith, the AA executed (i) a loan for the benefit of the SBA, which contains customary events of default and (ii) a security agreement, granting the SBA a security interest in all tangible and intangible personal property of the AA, which also contains customary events of default. June 13, 2020 – $150,000 – Global BB Group, Inc. On June 13, 2020, Global BB Group, Inc. (the “BB”) executed the standard loan documents required for securing an EIDL loan (the “BB EIDL Loan”) from the SBA in light of the impact of the COVID-19 pandemic on the BB’s business. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 9. LOAN PAYABLES, EIDL (Continued) Pursuant to that certain Loan Authorization and Agreement, the BB borrowed an aggregate principal amount of the BB EIDL Loan of $ 150,000 3.75 May 14, 2021 731 thirty years 10,000 In connection therewith, the BB executed (i) a loan for the benefit of the SBA, which contains customary events of default and (ii) a security agreement, granting the SBA a security interest in all tangible and intangible personal property of the BB, which also contains customary events of default. July 15, 2020 – $150,000 – Global JJ Group, Inc. On July 15, 2020, Global JJ Group, Inc. (the “JJ”) executed the standard loan documents required for securing an EIDL loan (the “JJ EIDL Loan”) from the SBA in light of the impact of the COVID-19 pandemic on the JJ’s business. Pursuant to that certain Loan Authorization and Agreement, the JJ borrowed an aggregate principal amount of the JJ EIDL Loan of $ 150,000 3.75 May 14, 2021 731 thirty years NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
LOANS PAYABLE TO FINANCIAL INST
LOANS PAYABLE TO FINANCIAL INSTITUTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE TO FINANCIAL INSTITUTIONS | 10. LOANS PAYABLE TO FINANCIAL INSTITUTIONS Loans payable to financial institutions consist of the following: SCHEDULE OF LOANS PAYABLE FINANCIAL INSTITUTIONS June 30, 2024 December 31, 2023 November 17, 2023 ($ 76,400 76,400 44.17 93,972 November 11, 2024 21,396 65,896 November 17, 2023 ($ 115,600 115,600 43.01 142,188 November 11, 2024 43,611 101,649 November 21, 2023 ($ 91,000 91,000 46.27 113,750 November 15, 2024 54,918 85,080 November 30, 2023 ($ 132,100 132,100 43.39 162,483 November 24, 2024 65,120 123,276 November 20, 2023 ($ 89,400 89,400 44.54 110,856 November 14, 2024 29,675 81,299 November 20, 2023 ($ 90,900 90,900 43.99 111,807 November 14, 2024 21,428 77,039 Total loan payable $ 236,148 $ 534,239 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Due to related party 1,157,800 24,176 ● Related party compensation 95,879 123,432 ● Notes payable and Convertible notes to related party 3.6 1.8 600,000 1.2 0.5 600,000 1.2 zero ● Combination of Entities Under Common Control - 100 3,205,000 100 6,245,900 9,450,900 9,450,900 100 670,000 ● Private Placement - 670,000 2.00 1,340,000 1,340,000 ● Exchange class A common stock for class B common stock - 1,000,000 1,000,000 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 12. INCOME TAX Total income tax (benefit) expense consists of the following: SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE For the Six Months Ended June 30, 2024 2023 Current provision (benefit): Federal $ - $ - State 21,838 6,988 Total current provision (benefit) 21,838 6,988 Deferred provision (benefit): Federal - - State - - Total deferred provision (benefit) - - Total tax provision (benefit) $ 21,838 $ 6,988 A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: SCHEDULE OF RECONCILIATION EFFECTIVE TAX RATE TO THE STATUTORY FEDERAL RATE June 30, 2024 2023 Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 8.84 % 8.84 % Permanent differences for tax purposes and others - % - % Change in valuation allowance -29.84 % -29.84 % Effective tax rate 0.00 % 0 % NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 12. INCOME TAX (Continued) The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21 8.84 SCHEDULE OF INCOME TAX BENEFIT DIFFERS FROM THE AMOUNT COMPUTED June 30, 2024 December 31, 2023 Deferred tax assets: Net operating loss $ 1,854,000 $ 1,438,000 Other temporary differences - - Total deferred tax assets 1,854,000 1,438,000 Less – valuation allowance (1,854,000 ) (1,438,000 ) Total deferred tax assets, net of valuation allowance $ - $ - Deferred income taxes reflect the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax assets and liabilities are as follows: As of December 31, 2023, the Company had available net operating loss carryovers of approximately $ 6,849,000 The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax year ended 2018 and later and subject to California authorities for tax year ended 2017 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2024 and December 31, 2023, the Company has no accrued interest or penalties related to uncertain tax positions. As of June 30, 2024, the Company had cumulative net operating loss carryforwards for federal tax purposes of approximately $ 8,830,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. 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. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 13. COMMITMENTS AND CONTINGENCIES (Continued) In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF OPERATING LEASE EXPENSE June 30, For the six months ended 2024 2023 Operating lease expense $ 591,643 $ 457,959 Total lease expense $ 591,643 $ 457,959 In accordance with ASC 842, other information related to leases was as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES For the six months ended 2024 2023 Operating cash flows from operating leases $ 542,277 $ 389,270 Cash paid for amounts included in the measurement of lease liabilities $ 542,277 $ 389,270 Weighted-average remaining lease term—operating leases 6.8 Weighted-average discount rate—operating leases 7 % SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Year ending: Lease 2024 (remaining six months) $ 675,014 2025 1,203,909 2026 1,205,462 2027 1,175,514 2028 1,120,321 Thereafter 4,014,262 Total undiscounted cash flows $ 9,394,482 Reconciliation of lease liabilities: Weighted-average remaining lease terms 6.8 Weighted-average discount rate 7 % Present values $ 7,890,362 Lease liabilities—current 882,627 Lease liabilities—long-term 7,007,735 Lease liabilities—total $ 7,890,362 Difference between undiscounted and discounted cash flows $ 1,504,120 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 14. STOCKHOLDERS’ EQUITY Class A Common Stock The Company has authorization to issue and have outstanding at any one time 49,000,000 0.0001 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 2.00 1,340,000 1,340,000 In September 2022, the Company consummated its initial public offering (the “IPO”) of 2,940,000 4.00 11,760,000 10.3 1.5 Immediately prior to the IPO, the Company issued 549,100 1.1 549,100 2.00 549,100 The Company also granted the underwriters a 45-day option to purchase up to 441,000 15 5.0 5.00 125 On November 22, 2023, the Company filed the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of its issued Common Stock in the ratio of 1-for-10 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 1,230,246 On January 5, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, an accredited investor (“the Investor”), allowing the Company to sell up to $ 5,000,000 237,885 24,950 On January 9, 2024, Yoshiharu Global Co. issued 12,745 On April 18, 2024, the Company amended the Securities Purchase Agreement with Alumni Capital LP to extended the commitment period ending on the earlier of (i) December 31, 2024, or (ii) the date on which the Investor shall have purchased Securities pursuant to the Securities Purchase Agreement for an aggregate purchase price of the commitment amount. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 14. STOCKHOLDERS’ EQUITY (DEFICIT) (Continued) Class B Common Stock The Company has authorization to issue and have outstanding at any one time 1,000,000 0.0001 The holders of class B common stock are entitled to 10 votes per share 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 ● 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 1,000,000 On November 22, 2023, the Company filed the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of its issued Class B common stock in the ratio of 1-for-10 100,000 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 15. EARNINGS PER SHARE The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. The Company did not have any dilutive common shares for the six months ended June 30, 2024 and 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after June 30, 2024 up through the date the unaudited 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 six-month period ended June 30, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. The consolidated financial statements include Yoshiharu and its wholly owned subsidiaries instead in Note 1 above as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. |
Initial Public Offering | Initial Public Offering In September 2022, the Company consummated its initial public offering (the “IPO”) of 2,940,000 4.00 11,760,000 10.3 1.5 The Company granted the underwriters a 45-day option to purchase up to 441,000 15 5.0 5.00 125 On September 9, 2022, the Company’s stock began trading on the Nasdaq Capital Market under the symbol “YOSH.” YLV Acquisition On June 12, 2024, the Company consummated the acquisition of assets of three restaurant entities (Jjanga, HJH, and Aku) for an aggregate $ 3.6 1.8 600,000 1.2 |
Deferred Offering Costs | 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 | 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 Marketing costs are charged to expense as incurred. Marketing costs were approximately $ 59 53 |
Delivery Fees Charged by Delivery Service Providers | Delivery Fees Charged by Delivery Service Providers The Company’s customers may order online through third party service providers such as Uber Eats, Door Dash, and others. These third-party service providers charge delivery and order fees to the Company. Such fees are expensed when incurred. Delivery fees are included in delivery and service fees in the accompanying consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues from food and beverage sales. Revenues from the sale of food items by Company-owned restaurants are recognized as Company sales when a customer receives the food that they purchased, which is when our obligation to perform is satisfied. The timing and amount of revenue recognized related to Company sales was not impacted by the adoption of ASC 606. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Inventories | 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 | 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 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Furniture and equipment 5 7 Leasehold improvements Shorter of estimated useful life or term of lease Vehicle 5 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and certain intangible assets were recorded in connection with the YLV asset acquisition in April 2024, and were accounted for in accordance with ASC 805, “Business Combinations.” Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible net assets acquired. Intangible assets are recorded at their fair value at the date of acquisition. Goodwill and other intangible assets are accounted for in accordance with ASC 350, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets are tested for impairment at least annually and any related impairment losses are recognized in earnings when identified. No impairment was recognized during the three and six months ended June 30, 2024. |
Income Taxes | 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 June 30, 2024. |
Impairment of Long-Lived Assets | 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. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Fair Value of Financial Instruments | 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 | Leases In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. An ROU asset represents the Company’s right to use an underlying asset for the lease term and an operating lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and operating lease liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
NATURE OF OPERATIONS (Tables)
NATURE OF OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF WHOLLY OWNED SUBSIDIARIES | Yoshiharu Global Co. (“Yoshiharu”) was incorporated in the State of Delaware on December 9, 2021. Yoshiharu has the following wholly owned subsidiaries: SCHEDULE OF WHOLLY OWNED SUBSIDIARIES Name Date of Formation Description of Business Global JJ Group, Inc. (“JJ”) January 8, 2015 Ramen stores located in Orange, California and Buena Park, California. Global AA Group, Inc. (“AA”) July 21, 2016 Ramen store located in Whittier, California. Global BB Group, Inc. (“BB”) May 19, 2017 Ramen store located in Chino Hills, California. Global CC Group, Inc. (“CC”) September 23, 2019 Ramen stores located in Eastvale, California and Corona, California. Global DD Group, Inc. (“DD”) December 19, 2019 Ramen store located in la Mirada, California. Yoshiharu Irvine (“YI”) December 4, 2020 Ramen store located in Irvine, California. Yoshiharu Cerritos (“YC”) January 21, 2021 Ramen store located in Cerritos, California. Yoshiharu Clemente (“YCT”) May 2, 2022 Ramen store to be opened in San Clemente, California. Yoshiharu Laguna (“YL”) May 2, 2022 Ramen store located in Laguna, California. Yoshiharu Ontario (“YO”) May 2, 2022 Ramen store to be opened in Ontario, California. Yoshiharu Menifee (“YM”) May 2, 2022 Ramen store to be opened in Menifee, California. Yoshiharu Las Vegas (“YLV”) Sep 21, 2023 Ramen store and Izakaya stores in Las Vegas, Nevada Yoshiharu Garden Grove (“YG”) July 27, 2022 Ramen store located in Garden Grove, California. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Furniture and equipment 5 7 Leasehold improvements Shorter of estimated useful life or term of lease Vehicle 5 |
ACQUISITION UNDER ASSET PURCH_2
ACQUISITION UNDER ASSET PURCHASE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF PURCHASE PRICE ALLOCATED | The condensed consolidated financial statements include the results of the YLV from the date of acquisition. The purchase price has been allocated based on estimated fair values as of the acquisition date. The purchase price was allocated as follows: SCHEDULE OF PURCHASE PRICE ALLOCATED Preliminary Purchase Price April 20, 2024 Cash $ 900,000 Promissory note to Seller 600,000 Bank notes payables 900,000 Convertible note to Seller 1,200,000 Total purchase price $ 3,600,000 Preliminary Purchase Price Allocation Fixed assets $ 1,098,070 Inventory and other assets 13,985 Operating lease right-of-use asset, net 1,409,288 Goodwill 1,985,645 Intangible assets 531,051 Operating lease liabilities (1,438,039 ) Acquired assets, net $ 3,600,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Life Average Remining Life June 30, 2024 April 20, 2024 Brand & non-compete 10 9.9 $ 531,051 $ 531,051 Less – accumulated amortization (13,276 ) - Total intangible assets, net $ 517,775 $ 531,051 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS | Estimated future amortization of intangible assets is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS Years ending December 31, Amount 2024 $ 26,553 2025 53,105 2026 53,105 2027 53,105 2028 53,105 Thereafter 292,078 Total $ 531,051 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, December 31, 2024 2023 Leasehold Improvement $ 5,342,300 $ 4,447,705 Furniture and equipment 1,504,852 902,736 Vehicle 438,521 438,521 Total property and equipment 7,285,673 5,788,962 Accumulated depreciation (2,046,339 ) (1,696,012 ) Total property and equipment, net $ 5,239,334 $ 4,092,950 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ASSETS | Other assets consisted of the following: SCHEDULE OF OTHER ASSETS June 30, December 31, 2024 2023 Escrow deposit to acquire assets from Las Vegas restaurants $ - $ 729,352 Security deposits 209,929 209,844 Tenant improvement receivable 370,335 370,335 Loan to Won Zo Whittier 100,300 100,300 Others 233,860 521,526 Total other assets $ 914,424 $ 1,931,357 |
BANK NOTES PAYABLES (Tables)
BANK NOTES PAYABLES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Short-Term Debt [Line Items] | |
SCHEDULE OF BANK NOTES PAYABLE | SCHEDULE OF BANK NOTES PAYABLE June 30, December 31, 2024 2023 November 27, 2018 ($ 780,000 $ 271,733 $ 331,022 September 14, 2021 ($ 197,000 157,418 164,418 April 22, 2022 ($ 195,000 167,890 174,492 May 22, 2023 ($ 138,000 110,406 121,951 May 22, 2023 ($ 196,000 156,775 173,169 May 22, 2023 ($ 178,000 143,322 158,309 September 13, 2023 ($ 150,000 129,106 141,484 September 13, 2023 ($ 150,000 131,193 141,484 March 22, 2024 ($ 150,000 143,910 - March 22, 2024 ($ 150,000 142,740 - January 30, 2024 ($ 500,000 500,000 - June 4, 2024 ($ 900,000 900,000 - Total bank notes payables 2,954,493 1,406,329 Less - current portion (617,208 ) (414,378 ) Total bank notes payables, less current portion $ 2,337,285 $ 991,951 |
Notes Payable to Banks [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF FUTURE MINIMUM PAYMENTS | The following table provides future minimum payments as of June 30, 2024: SCHEDULE OF FUTURE MINIMUM PAYMENTS For the years ended Amount 2024 (remaining six months) $ 617,208 2025 814,591 2026 469,484 2027 436,237 2028 336,869 Thereafter 280,104 Total $ 2,954,493 |
LOAN PAYABLES, EIDL (Tables)
LOAN PAYABLES, EIDL (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Short-Term Debt [Line Items] | |
SCHEDULE OF LOAN PAYABLES - EIDL | SCHEDULE OF LOAN PAYABLES - EIDL June 30, December 31, 2024 2023 June 13, 2020 ($ 150,000 $ 140,376 $ 142,104 June 13, 2020 ($ 150,000 140,392 142,119 July 15, 2020 ($ 150,000 139,906 141,642 Total loans payables, EIDL 420,674 425,865 Less - current portion (5,312 ) (10,536 ) Total loans payables, EIDL, less current portion $ 415,362 $ 415,329 |
Economic Injury Disaster Loan [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF FUTURE MINIMUM PAYMENT | The following table provides future minimum payments as of June 30, 2024: SCHEDULE OF FUTURE MINIMUM PAYMENT For the years ended Amount 2024 (remaining nine months) $ 5,312 2025 10,928 2026 11,345 2027 11,777 2028 12,227 Thereafter 369,085 Total $ 420,674 |
LOANS PAYABLE TO FINANCIAL IN_2
LOANS PAYABLE TO FINANCIAL INSTITUTIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOANS PAYABLE FINANCIAL INSTITUTIONS | Loans payable to financial institutions consist of the following: SCHEDULE OF LOANS PAYABLE FINANCIAL INSTITUTIONS June 30, 2024 December 31, 2023 November 17, 2023 ($ 76,400 76,400 44.17 93,972 November 11, 2024 21,396 65,896 November 17, 2023 ($ 115,600 115,600 43.01 142,188 November 11, 2024 43,611 101,649 November 21, 2023 ($ 91,000 91,000 46.27 113,750 November 15, 2024 54,918 85,080 November 30, 2023 ($ 132,100 132,100 43.39 162,483 November 24, 2024 65,120 123,276 November 20, 2023 ($ 89,400 89,400 44.54 110,856 November 14, 2024 29,675 81,299 November 20, 2023 ($ 90,900 90,900 43.99 111,807 November 14, 2024 21,428 77,039 Total loan payable $ 236,148 $ 534,239 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE | Total income tax (benefit) expense consists of the following: SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE For the Six Months Ended June 30, 2024 2023 Current provision (benefit): Federal $ - $ - State 21,838 6,988 Total current provision (benefit) 21,838 6,988 Deferred provision (benefit): Federal - - State - - Total deferred provision (benefit) - - Total tax provision (benefit) $ 21,838 $ 6,988 |
SCHEDULE OF RECONCILIATION EFFECTIVE TAX RATE TO THE STATUTORY FEDERAL RATE | A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: SCHEDULE OF RECONCILIATION EFFECTIVE TAX RATE TO THE STATUTORY FEDERAL RATE June 30, 2024 2023 Statutory federal rate 21.00 % 21.00 % State income taxes net of federal income tax benefit and others 8.84 % 8.84 % Permanent differences for tax purposes and others - % - % Change in valuation allowance -29.84 % -29.84 % Effective tax rate 0.00 % 0 % |
SCHEDULE OF INCOME TAX BENEFIT DIFFERS FROM THE AMOUNT COMPUTED | The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21 8.84 SCHEDULE OF INCOME TAX BENEFIT DIFFERS FROM THE AMOUNT COMPUTED June 30, 2024 December 31, 2023 Deferred tax assets: Net operating loss $ 1,854,000 $ 1,438,000 Other temporary differences - - Total deferred tax assets 1,854,000 1,438,000 Less – valuation allowance (1,854,000 ) (1,438,000 ) Total deferred tax assets, net of valuation allowance $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF OPERATING LEASE EXPENSE | In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF OPERATING LEASE EXPENSE June 30, For the six months ended 2024 2023 Operating lease expense $ 591,643 $ 457,959 Total lease expense $ 591,643 $ 457,959 |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES | In accordance with ASC 842, other information related to leases was as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES For the six months ended 2024 2023 Operating cash flows from operating leases $ 542,277 $ 389,270 Cash paid for amounts included in the measurement of lease liabilities $ 542,277 $ 389,270 Weighted-average remaining lease term—operating leases 6.8 Weighted-average discount rate—operating leases 7 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Year ending: Lease 2024 (remaining six months) $ 675,014 2025 1,203,909 2026 1,205,462 2027 1,175,514 2028 1,120,321 Thereafter 4,014,262 Total undiscounted cash flows $ 9,394,482 Reconciliation of lease liabilities: Weighted-average remaining lease terms 6.8 Weighted-average discount rate 7 % Present values $ 7,890,362 Lease liabilities—current 882,627 Lease liabilities—long-term 7,007,735 Lease liabilities—total $ 7,890,362 Difference between undiscounted and discounted cash flows $ 1,504,120 |
SCHEDULE OF WHOLLY OWNED SUBSID
SCHEDULE OF WHOLLY OWNED SUBSIDIARIES (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Global JJ Group, Inc. [Member] | |
Name of subsidiary | Global JJ Group, Inc. (“JJ”) |
Date of formation | Jan. 08, 2015 |
Description of business | Ramen stores located in Orange, California and Buena Park, California. |
Global AA Group, Inc. [Member] | |
Name of subsidiary | Global AA Group, Inc. (“AA”) |
Date of formation | Jul. 21, 2016 |
Description of business | Ramen store located in Whittier, California. |
Global BB Group, Inc. [Member] | |
Name of subsidiary | Global BB Group, Inc. (“BB”) |
Date of formation | May 19, 2017 |
Description of business | Ramen store located in Chino Hills, California. |
Global CC Group, Inc. [Member] | |
Name of subsidiary | Global CC Group, Inc. (“CC”) |
Date of formation | Sep. 23, 2019 |
Description of business | Ramen stores located in Eastvale, California and Corona, California. |
Global DD Group, Inc. [Member] | |
Name of subsidiary | Global DD Group, Inc. (“DD”) |
Date of formation | Dec. 19, 2019 |
Description of business | Ramen store located in la Mirada, California. |
Yoshiharu Irvine [Member] | |
Name of subsidiary | Yoshiharu Irvine (“YI”) |
Date of formation | Dec. 04, 2020 |
Description of business | Ramen store located in Irvine, California. |
Yoshiharu Cerritos [Member] | |
Name of subsidiary | Yoshiharu Cerritos (“YC”) |
Date of formation | Jan. 21, 2021 |
Description of business | Ramen store located in Cerritos, California. |
Yoshiharu Clemente [Member] | |
Name of subsidiary | Yoshiharu Clemente (“YCT”) |
Date of formation | May 02, 2022 |
Description of business | Ramen store to be opened in San Clemente, California. |
Yoshiharu Laguna [Member] | |
Name of subsidiary | Yoshiharu Laguna (“YL”) |
Date of formation | May 02, 2022 |
Description of business | Ramen store located in Laguna, California. |
Yoshiharu Ontario [Member] | |
Name of subsidiary | Yoshiharu Ontario (“YO”) |
Date of formation | May 02, 2022 |
Description of business | Ramen store to be opened in Ontario, California. |
Yoshiharu Menifee [Member] | |
Name of subsidiary | Yoshiharu Menifee (“YM”) |
Date of formation | May 02, 2022 |
Description of business | Ramen store to be opened in Menifee, California. |
Yoshiharu Las Vegas [Member] | |
Name of subsidiary | Yoshiharu Las Vegas (“YLV”) |
Date of formation | Sep. 21, 2023 |
Description of business | Ramen store and Izakaya stores in Las Vegas, Nevada |
Yoshiharu Garden Grove [Member] | |
Name of subsidiary | Yoshiharu Garden Grove (“YG”) |
Date of formation | Jul. 27, 2022 |
Description of business | Ramen store located in Garden Grove, California. |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | 1 Months Ended | ||||
Dec. 31, 2023 | Nov. 22, 2023 | Dec. 09, 2021 | Oct. 31, 2021 | Jun. 30, 2024 | |
Stock holders equity reverse stock split | 1-for-10 | ||||
Common Class A [Member] | |||||
Shares issued during reverse stock split | 34,846 | ||||
Common stock, shares outstanding | 1,230,246 | 1,242,722 | |||
James Chae [Member] | |||||
Ownership percentage | 100% | 100% | |||
Issuance of shares | 9,450,900 | 3,205,000 | |||
Issuance of shares for intellectual property | 6,245,900 | ||||
James Chae [Member] | Maximum [Member] | |||||
Issuance of shares | 9,450,900 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | Shorter of estimated useful life or term of lease |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 12, 2024 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) Segment | Jun. 30, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Issuance of shares gross proceeds | $ 64,149 | ||||
Marketing costs | $ 59,000 | $ 53,000 | |||
Number of reportable segments | Segment | 1 | ||||
Asset Purchase Agreement [Member] | Jiyuck Hwang [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Business combination, consideration transferred | $ 3,600,000 | ||||
Asset Purchase Agreement [Member] | Jiyuck Hwang [Member] | Restaurant Entities [Member] | Promissory Note [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Notes issued for acquisition | 600,000 | ||||
Asset Purchase Agreement [Member] | Jiyuck Hwang [Member] | Restaurant Entities [Member] | Convertible Note [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Notes issued for acquisition | 1,200,000 | ||||
Asset Purchase Agreement [Member] | Jiyuck Hwang [Member] | Restaurant Entities [Member] | Cash [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash paid for acquisition | $ 1,800,000 | ||||
IPO [Member] | Warrant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Sale of stock, percentage | 5% | ||||
IPO [Member] | Common Class A [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Option to purchase shares | shares | 2,940,000 | ||||
Share price per share | $ / shares | $ 4 | ||||
Issuance of shares gross proceeds | $ 11,760,000 | ||||
Net proceeds from sale of stock | 10,300,000 | ||||
Underwriting discounts, commissions and other offering expenses | $ 1,500,000 | ||||
Sale of stock, percentage | 125% | ||||
Initial exercise price per share | $ / shares | $ 5 | ||||
IPO [Member] | Common Class A [Member] | Underwriters [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Option to purchase shares | shares | 441,000 | ||||
Sale of stock, percentage | 15% |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATED (Details) - USD ($) | Apr. 20, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Fixed assets | $ 1,098,070 | ||
Inventory and other assets | 13,985 | ||
Operating lease right-of-use asset, net | 1,409,288 | ||
Goodwill | 1,985,645 | $ 1,985,645 | |
Intangible assets | 531,051 | ||
Operating lease liabilities | (1,438,039) | ||
Acquired assets, net | 3,600,000 | ||
Three Restaurants [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 900,000 | ||
Promissory note to Seller | 600,000 | ||
Bank notes payables | 900,000 | ||
Convertible note to Seller | 1,200,000 | ||
Total purchase price | $ 3,600,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2024 | Apr. 20, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Brand & non-compete | $ 531,051 | $ 531,051 | ||
Intangible asset useful life | 10 years | |||
Intangible asset average remining useful life | 9 years 10 months 24 days | |||
Less – accumulated amortization | $ (13,276) | $ 0 | ||
Total intangible assets, net | $ 517,775 | $ 531,051 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 26,553 |
2025 | 53,105 |
2026 | 53,105 |
2027 | 53,105 |
2028 | 53,105 |
Thereafter | 292,078 |
Total | $ 531,051 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Jun. 30, 2024 | Apr. 20, 2024 | Jun. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 13,276 | $ 0 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 7,285,673 | $ 5,788,962 |
Accumulated depreciation | (2,046,339) | (1,696,012) |
Total property and equipment, net | 5,239,334 | 4,092,950 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,342,300 | 4,447,705 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,504,852 | 902,736 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 438,521 | $ 438,521 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation | $ 179,645 | $ 123,417 | $ 350,327 | $ 251,687 | $ 545,549 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Escrow deposit to acquire assets from Las Vegas restaurants | $ 729,352 | |
Security deposits | 209,929 | 209,844 |
Tenant improvement receivable | 370,335 | 370,335 |
Loan to Won Zo Whittier | 100,300 | 100,300 |
Others | 233,860 | 521,526 |
Total other assets | $ 914,424 | $ 1,931,357 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - Line of Credit [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Line of credit facility average outstanding amount | $ 1,000,000 | $ 1,000,000 |
Line of credit facility interest rate during period | 5.50% | |
Interest bearing domestic deposit certificates of deposits | $ 1,000,000 | |
Line of credit facility expiration | The line of credit expires in December 2024 |
SCHEDULE OF BANK NOTES PAYABLE
SCHEDULE OF BANK NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total bank notes payables | $ 2,954,493 | $ 1,406,329 |
Less - current portion | (617,208) | (414,378) |
Total bank notes payables, less current portion | 2,337,285 | 991,951 |
November 27, 2018 - JJ [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 271,733 | 331,022 |
September 14, 2021 - CC [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 157,418 | 164,418 |
April 22, 2022 - Cerritos [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 167,890 | 174,492 |
May 22, 2023 - BB [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 110,406 | 121,951 |
May 22, 2023 - CC [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 156,775 | 173,169 |
May 22, 2023 - DD [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 143,322 | 158,309 |
September 13, 2023 - Garden Grove [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 129,106 | 141,484 |
September 13, 2023 - Laguna [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 131,193 | 141,484 |
March 22, 2024 - YM [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 143,910 | |
March 22, 2024 - YCT [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 142,740 | |
January 30, 2024 - Yoshiharu [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | 500,000 | |
June 4, 2024 - YLV [Member] | ||
Short-Term Debt [Line Items] | ||
Total bank notes payables | $ 900,000 |
SCHEDULE OF BANK NOTES PAYABL_2
SCHEDULE OF BANK NOTES PAYABLE (Details) (Parenthetical) | Jun. 30, 2024 USD ($) |
November 27, 2018 - JJ [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | $ 780,000 |
September 14, 2021 - CC [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 197,000 |
April 22, 2022 - Cerritos [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 195,000 |
May 22, 2023 - BB [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 138,000 |
May 22, 2023 - CC [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 196,000 |
May 22, 2023 - DD [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 178,000 |
September 13, 2023 - Garden Grove [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 150,000 |
September 13, 2023 - Laguna [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 150,000 |
March 22, 2024 - YM [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 150,000 |
March 22, 2024 - YCT [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 150,000 |
January 30, 2024 - Yoshiharu [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | 500,000 |
June 4, 2024 - YLV [Member] | |
Short-Term Debt [Line Items] | |
Notes payable | $ 900,000 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS (Details) | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining six months) | $ 617,208 |
2025 | 814,591 |
2026 | 469,484 |
2027 | 436,237 |
2028 | 336,869 |
Thereafter | 280,104 |
Total | $ 2,954,493 |
BANK NOTES PAYABLES (Details Na
BANK NOTES PAYABLES (Details Narrative) - USD ($) | Mar. 22, 2024 | Jan. 30, 2024 | Sep. 13, 2023 | May 22, 2023 | Apr. 22, 2022 | Sep. 14, 2021 | Nov. 27, 2018 | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 2,954,493 | $ 1,406,329 | |||||||
November 27, 2018 - JJ [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 780,000 | ||||||||
Loan amount | 271,733 | 331,022 | |||||||
Payment of loan | $ 12,571.15 | ||||||||
Interest rate percentage | 10.25% | ||||||||
September 14, 2021 - CC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 197,000 | ||||||||
Loan amount | 157,418 | 164,418 | |||||||
Payment of loan | $ 2,576.63 | ||||||||
Interest rate percentage | 10.50% | ||||||||
April 22, 2022 - Cerritos [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 195,000 | ||||||||
Loan amount | 167,890 | 174,492 | |||||||
Payment of loan | $ 2,599.66 | ||||||||
Interest rate percentage | 10.50% | ||||||||
May 22, 2023 - BB [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 138,000 | ||||||||
Loan amount | 110,406 | 121,951 | |||||||
Payment of loan | $ 2,892.36 | ||||||||
Interest rate percentage | 9.75% | ||||||||
May 22, 2023 - CC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 196,000 | ||||||||
Loan amount | 156,775 | 173,169 | |||||||
Payment of loan | $ 4,107.11 | ||||||||
Interest rate percentage | 9.75% | ||||||||
May 22, 2023 - DD [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 178,000 | ||||||||
Loan amount | 143,322 | 158,309 | |||||||
Payment of loan | $ 3,754.68 | ||||||||
Interest rate percentage | 9.75% | ||||||||
September 13, 2023 - Garden Grove [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 150,000 | ||||||||
Loan amount | 129,106 | 141,484 | |||||||
Payment of loan | $ 3,160.82 | ||||||||
Interest rate percentage | 9.50% | ||||||||
September 13, 2023 - Laguna [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 150,000 | ||||||||
Loan amount | 131,193 | 141,484 | |||||||
Payment of loan | $ 3,160.82 | ||||||||
Interest rate percentage | 9.50% | ||||||||
March 22, 2024 - YM [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 150,000 | ||||||||
Loan amount | 143,910 | ||||||||
Payment of loan | $ 3,160.96 | ||||||||
Interest rate percentage | 9.50% | ||||||||
March 22, 2024 - YCT [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 150,000 | ||||||||
Loan amount | 142,740 | ||||||||
Payment of loan | $ 3,160.96 | ||||||||
Interest rate percentage | 9.50% | ||||||||
January 30, 2024 - Yoshiharu [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 500,000 | ||||||||
Loan amount | 500,000 | ||||||||
Payment of loan | $ 3,958.33 | ||||||||
Interest rate percentage | 9.50% | ||||||||
June 4, 2024 - YLV [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan amount | $ 900,000 | ||||||||
Loan amount | $ 900,000 | ||||||||
Payment of loan | $ 18,964.14 | ||||||||
Interest rate percentage | 9.50% |
SCHEDULE OF LOAN PAYABLES - EID
SCHEDULE OF LOAN PAYABLES - EIDL (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Total loans payables, EIDL | $ 420,674 | $ 425,865 |
Less - current portion | (5,312) | (10,536) |
Total loans payables, EIDL, less current portion | 415,362 | 415,329 |
Global AA Group, Inc. [Member] | ||
Total loans payables, EIDL | 140,376 | 142,104 |
Global BB Group, Inc. [Member] | ||
Total loans payables, EIDL | 140,392 | 142,119 |
Global JJ Group, Inc. [Member] | ||
Total loans payables, EIDL | $ 139,906 | $ 141,642 |
SCHEDULE OF LOAN PAYABLES - E_2
SCHEDULE OF LOAN PAYABLES - EIDL (Details) (Parenthetical) | Jun. 30, 2024 USD ($) |
Global AA Group, Inc. [Member] | |
EIDL loan amount | $ 150,000 |
Global BB Group, Inc. [Member] | |
EIDL loan amount | 150,000 |
Global JJ Group, Inc. [Member] | |
EIDL loan amount | $ 150,000 |
SCHEDULE OF FUTURE MINIMUM PA_2
SCHEDULE OF FUTURE MINIMUM PAYMENT (Details) | Jun. 30, 2024 USD ($) |
Short-Term Debt [Line Items] | |
2024 (remaining nine months) | $ 617,208 |
2025 | 814,591 |
2026 | 469,484 |
2027 | 436,237 |
2028 | 336,869 |
Thereafter | 280,104 |
Total | 2,954,493 |
Economic Injury Disaster Loan [Member] | |
Short-Term Debt [Line Items] | |
2024 (remaining nine months) | 5,312 |
2025 | 10,928 |
2026 | 11,345 |
2027 | 11,777 |
2028 | 12,227 |
Thereafter | 369,085 |
Total | $ 420,674 |
LOAN PAYABLES, EIDL (Details Na
LOAN PAYABLES, EIDL (Details Narrative) - Economic Injury Disaster Loan [Member] - USD ($) | Jul. 15, 2020 | Jun. 13, 2020 |
Global AA Group, Inc. [Member] | ||
Loan principal amount | $ 150,000 | |
Interest rate percentage | 3.75% | |
Loan first payment date | May 14, 2021 | |
Loan monthly payable amount | $ 731 | |
Loan payment period | thirty years | |
Grant received | $ 10,000 | |
Global BB Group, Inc. [Member] | ||
Loan principal amount | $ 150,000 | |
Interest rate percentage | 3.75% | |
Loan first payment date | May 14, 2021 | |
Loan monthly payable amount | $ 731 | |
Loan payment period | thirty years | |
Grant received | $ 10,000 | |
Global JJ Group, Inc. [Member] | ||
Loan principal amount | $ 150,000 | |
Interest rate percentage | 3.75% | |
Loan first payment date | May 14, 2021 | |
Loan monthly payable amount | $ 731 | |
Loan payment period | thirty years |
SCHEDULE OF LOANS PAYABLE FINAN
SCHEDULE OF LOANS PAYABLE FINANCIAL INSTITUTIONS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total loan payable | $ 236,148 | $ 534,239 |
AA Loan Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Total loan payable | 21,396 | 65,896 |
BB Loan Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Total loan payable | 43,611 | 101,649 |
CC (CO) Loan Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Total loan payable | 54,918 | 85,080 |
CC (EV) Loan Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Total loan payable | 65,120 | 123,276 |
JJ (BP) Loan Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Total loan payable | 29,675 | 81,299 |
JJ (OR) Loan Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Total loan payable | $ 21,428 | $ 77,039 |
SCHEDULE OF LOANS PAYABLE FIN_2
SCHEDULE OF LOANS PAYABLE FINANCIAL INSTITUTIONS (Details) (Parenthetical) - USD ($) | Nov. 30, 2023 | Nov. 21, 2023 | Nov. 20, 2023 | Nov. 17, 2023 |
AA Loan Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 76,400 | |||
Repayment rate | 44.17% | |||
Loan repayment amount | $ 93,972 | |||
Loan payable maturity date | Nov. 11, 2024 | |||
BB Loan Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 115,600 | |||
Repayment rate | 43.01% | |||
Loan repayment amount | $ 142,188 | |||
Loan payable maturity date | Nov. 11, 2024 | |||
CC (CO) Loan Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 91,000 | |||
Repayment rate | 46.27% | |||
Loan repayment amount | $ 113,750 | |||
Loan payable maturity date | Nov. 15, 2024 | |||
CC (EV) Loan Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 132,100 | |||
Repayment rate | 43.39% | |||
Loan repayment amount | $ 162,483 | |||
Loan payable maturity date | Nov. 24, 2024 | |||
JJ (BP) Loan Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 89,400 | |||
Repayment rate | 44.54% | |||
Loan repayment amount | $ 110,856 | |||
Loan payable maturity date | Nov. 14, 2024 | |||
JJ (OR) Loan Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal amount | $ 90,900 | |||
Repayment rate | 43.99% | |||
Loan repayment amount | $ 111,807 | |||
Loan payable maturity date | Nov. 14, 2024 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 12, 2024 | Sep. 30, 2022 | Dec. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||||
Cash | $ 1,194,174 | $ 1,462,326 | ||||||||
Issuance of promissory note | 1,014,830 | |||||||||
Private Placement [Member] | Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock | 670,000 | |||||||||
Sale of stock price per share | $ 2 | |||||||||
Expected proceeds from sale of shares | $ 1,340,000 | |||||||||
Proceeds received from sale of shares | $ 1,340,000 | |||||||||
James Chae [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage | 100% | 100% | ||||||||
Issuance of shares | 9,450,900 | 3,205,000 | ||||||||
Issuance of shares for intellectual property | 6,245,900 | |||||||||
Redemption of shares | 670,000 | |||||||||
James Chae [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issuance of shares | 9,450,900 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party | 1,157,800 | 24,176 | ||||||||
Convertible note | 1,200,000 | |||||||||
James Chae [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Capital distributions | 95,879 | $ 123,432 | ||||||||
James Chae [Member] | Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares exchanged | 1,000,000 | 1,000,000 | ||||||||
James Chae [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares exchanged | 1,000,000 | 1,000,000 | ||||||||
Mr Jihyuck Hwang [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Acquisition cost | $ 3,600,000 | |||||||||
Cash | 1,800,000 | |||||||||
Issuance of promissory note | 600,000 | |||||||||
Convertible note | $ 1,200,000 | |||||||||
Interest rate | 0.50% | |||||||||
Notes payable current | 600,000 | $ 0 | ||||||||
Convertible note | $ 1,200,000 |
SCHEDULE OF INCOME TAX (BENEFIT
SCHEDULE OF INCOME TAX (BENEFIT) EXPENSE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Federal | ||||
State | 21,838 | 6,988 | ||
Total current provision (benefit) | 21,838 | 6,988 | ||
Federal | ||||
State | ||||
Total deferred provision (benefit) | ||||
Total tax provision (benefit) | $ 21,838 | $ 6,988 | $ 21,838 | $ 6,988 |
SCHEDULE OF RECONCILIATION EFFE
SCHEDULE OF RECONCILIATION EFFECTIVE TAX RATE TO THE STATUTORY FEDERAL RATE (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal rate | 21% | 21% | 21% |
State income taxes net of federal income tax benefit and others | 8.84% | 8.84% | 8.84% |
Permanent differences for tax purposes and others | |||
Change in valuation allowance | (29.84%) | (29.84%) | |
Effective tax rate | 0% | 0% |
SCHEDULE OF INCOME TAX BENEFIT
SCHEDULE OF INCOME TAX BENEFIT DIFFERS FROM THE AMOUNT COMPUTED (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred tax assets: | ||
Net operating loss | $ 1,854,000 | $ 1,438,000 |
Other temporary differences | ||
Total deferred tax assets | 1,854,000 | 1,438,000 |
Less – valuation allowance | (1,854,000) | (1,438,000) |
Total deferred tax assets, net of valuation allowance |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21% | 21% | 21% |
U.S. federal statutory tax rate | 8.84% | 8.84% | 8.84% |
Net operating loss carryovers | $ 8,830,000 | $ 6,849,000 |
SCHEDULE OF OPERATING LEASE EXP
SCHEDULE OF OPERATING LEASE EXPENSE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expense | $ 591,643 | $ 457,959 |
Total lease expense | $ 591,643 | $ 457,959 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 542,277 | $ 389,270 |
Cash paid for amounts included in the measurement of lease liabilities | $ 542,277 | $ 389,270 |
Weighted-average remaining lease term-operating leases | 6 years 9 months 18 days | |
Weighted-average discount rate-operating leases | 7% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 (remaining six months) | $ 675,014 | |
2025 | 1,203,909 | |
2026 | 1,205,462 | |
2027 | 1,175,514 | |
2028 | 1,120,321 | |
Thereafter | 4,014,262 | |
Total undiscounted cash flows | $ 9,394,482 | |
Weighted-average remaining lease terms | 6 years 9 months 18 days | |
Weighted-average discount rate | 7% | |
Lease liabilities—total | $ 7,890,362 | |
Lease liabilities—current | 882,627 | $ 572,230 |
Lease liabilities—long-term | 7,007,735 | $ 5,689,535 |
Difference between undiscounted and discounted cash flows | $ 1,504,120 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 09, 2024 | Jan. 05, 2024 | Dec. 31, 2023 | Nov. 22, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2022 | Jun. 30, 2024 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||||
Issuance of shares gross proceeds | $ 64,149 | ||||||||||
Stockholders equity reverse stock split | 1-for-10 | ||||||||||
James Chae [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage | 25% | ||||||||||
IPO [Member] | Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, percentage | 5% | ||||||||||
IPO [Member] | Underwriters [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Class A Common Stock, shares | 441,000 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 49,000,000 | 49,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, voting rights | Each share of class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally | ||||||||||
Shares issued during reverse stock split | 34,846 | ||||||||||
Class B common stock outstanding | 1,230,246 | 1,242,722 | |||||||||
Class B common stock issued | 1,230,246 | 1,242,722 | |||||||||
Common Class A [Member] | James Chae [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares exchanged | 1,000,000 | 1,000,000 | |||||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Class A Common Stock, shares | 12,745 | ||||||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | Alumni Capital LP [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Description of sale of stock | On January 5, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, an accredited investor (“the Investor”), allowing the Company to sell up to $5,000,000 in Class A common stock to the Investor, subject to certain conditions including SEC approval of a registration statement. The Company controls the timing and amount of these sales until June 30, 2024, influenced by market conditions and trading prices. The shares will be sold at either 85% or 96% of the lowest trading price over the five days prior to closing, with specific limits on the amounts for each price option. The total shares sold cannot exceed 237,885 without stockholder approval, and the Investor’s ownership is capped at 9.99% of the outstanding shares. As consideration, the Company will issue 24,950 shares of Common Stock to the Investor, divided into two tranches | ||||||||||
Number of shares to be issued | 24,950 | ||||||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | Alumni Capital LP [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares sold | 237,885 | ||||||||||
Sale of stock | $ 5,000,000 | ||||||||||
Common Class A [Member] | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares sold | 670,000 | ||||||||||
Share price per share | $ 2 | $ 2 | |||||||||
Expected proceeds from sale of shares | $ 1,340,000 | ||||||||||
Sale of stock | $ 1,340,000 | ||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price per share | $ 4 | $ 4 | |||||||||
Issuance of Class A Common Stock, shares | 2,940,000 | ||||||||||
Issuance of shares gross proceeds | $ 11,760,000 | ||||||||||
Net proceeds from sale of stock | 10,300,000 | ||||||||||
Underwriting discounts, commissions and other offering expenses | $ 1,500,000 | ||||||||||
Sale of stock, percentage | 125% | ||||||||||
Initial exercise price per share | $ 5 | $ 5 | |||||||||
Common Class A [Member] | IPO [Member] | Underwriters [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, percentage | 15% | ||||||||||
Common Class A [Member] | IPO [Member] | Directors and Consultants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issued shares | 549,100 | 549,100 | |||||||||
Compensation expense | $ 1,100,000 | $ 1,100,000 | |||||||||
Share price | $ 2 | $ 2 | |||||||||
Common Class B [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, voting rights | The holders of class B common stock are entitled to 10 votes per share | ||||||||||
Class B common stock outstanding | 100,000 | 100,000 | |||||||||
Class B common stock issued | 100,000 | 100,000 | |||||||||
Common Class B [Member] | James Chae [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares exchanged | 1,000,000 | 1,000,000 |