Exhibit 99.3

JJANGA LLC

HJH LLC

Ramen Aku LLC

Unaudited Combined Financial Statements

As of and for the three months ended March 31, 2024 and 2023

Table of Contents

	Page
Unaudited Combined Financial Statements
Unaudited Combined Balance Sheets	1
Unaudited Combined Statements of Operations	2
Unaudited Combined Statements of Shareholders’ Equity	3
Unaudited Combined Statements of Cash Flows	4
Notes to Unaudited Combined Financial Statements	5
Supplementary Unaudited Combining Schedules
Supplementary Schedule I – Unaudited Combining Balance Sheets	14
Supplementary Schedule II – Unaudited Combining Statements of Operations	17
Supplementary Schedule III – Unaudited Combining Statements of Cash Flows	18

HJH LLC, Kanji LLC, and Ramen Aku LLC

Unaudited Combined Balance Sheets

	(Unaudited)
March 31,	2024			2023
ASSETS
Current Assets:
Cash	$	9,000		$	554,105
Accounts receivable		68,852			36,110
Inventories		12,785			25,881
Total current assets		90,637			616,096
Non-Current Assets:
Property and equipment, net		1,098,070			1,153,933
Other assets		21,571			20,974
Operating lease right-of-use asset, net		1,409,288			1,055,402
Total non-current assets		2,528,929			2,230,309
Total assets	$	2,619,566		$	2,846,405
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	262,735		$	188,198
Bank overdrafts		103,214			-
Current portion of operating lease liabilities		201,562			248,759
Current portion of loan payable, EIDL		33,171			34,384
Total current liabilities		600,682			471,341
Operating lease liabilities, less current portion		1,236,477			829,555
Loan payable, EIDL, less current portion		2,692,626			2,745,130
Total liabilities		4,529,785			4,046,026
Commitments and contingencies
Member’s equity		3,452,868			1,118,990
Retained earnings		(5,363,087	)		(2,318,611	)
Total liabilities and member’s equity	$	2,619,566		$	2,846,405

See Notes to the Unaudited Combined Financial Statements.

1

HJH LLC, Kanji LLC, and Ramen Aku LLC

Unaudited Combined Statements of Operations

	(Unaudited)
Three Months Ended March 31,	2024			2023
Revenue:
Food and beverage	$	1,353,542		$	1,422,136
Total revenue		1,353,542			1,422,136
Restaurant operating expenses:
Food, beverages and supplies		386,795			375,681
Labor		727,705			585,342
Rent and utilities		129,150			103,923
Delivery and service fees		22,743			24,073
Depreciation		49,090			47,715
Total restaurant operating expenses		1,315,483			1,136,734
Net restaurant operating income		38,059			285,402
Operating expenses:
General and administrative		68,570			89,312
Advertising and marketing		20,563			409
Total operating expenses		89,133			89,721
Income (loss) from operations		(51,074	)		195,681
Other expense:
Interest		(30,894	)		(18,648	)
Total other income		(30,894	)		(18,648	)
Income (loss) before income taxes		(81,968	)		177,033
Income tax provision		-			-
Net income (loss)	$	(81,968	)	$	177,033

See Notes to the Unaudited Combined Financial Statements.

2

HJH LLC, Kanji LLC, and Ramen Aku LLC

Unaudited Combined Statements of Member’s Equity

	Member Contribution		Retained earnings/ (distributions)			Total Member’s Deficit
Balance at December 31, 2022 (audited)	$	-	$	-		$	-
Contributions		398,945		-			398,945
Distributions		-		(415,409	)		(415,409	)
Net income		-		177,033			177,033
Balance at March 31, 2023 (unaudited)	$	398,945	$	(238,376	)	$	160,569

	Member Contribution		Retained earnings/ (distributions)			Total Member’s Deficit
Balance at December 31, 2023 (audited)	$	3,045,691	$	(4,925,458	)	$	(1,879,767	)
Contributions		407,177		-			407,177
Distributions		-		(355,661	)		(355,661	)
Net income		-		(81,968	)		(81,968	)
Balance at March 31, 2024 (unaudited)	$	3,452,868	$	(5,363,087	)	$	(1,910,219	)

See Notes to the Unaudited Combined Financial Statements.

3

HJH LLC, Kanji LLC, and Ramen Aku LLC

Unaudited Combined Statements of Cash Flows

				(unaudited)
	For three months ended March 31
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	(81,968	)	$	177,033
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		49,360			47,715
Changes in assets and liabilities:
Accounts receivable		11,897			39,957
Inventory		10,639			(3,192	)
Accounts payable and accrued expenses		(73,090	)		(87,831	)
Net cash provided by operating activities		(83,162	)		173,682
Cash flows from investing activities:
Purchases of property and equipment		(1,930	)		(4,756	)
Net cash used in investing activities		(1,930	)		(4,756	)
Cash flows from financing activities:
Bank overdrafts		17,315			-
Member’s contribution		407,177			398,945
Member’s distribution		(355,661	)		(415,409	)
Proceeds from EIDL loan		-			-
Repayment of EIDL loan		-			(20,486	)
Net cash used in financing activities		68,831			(36,950	)
Net (decrease) increase in cash		(16,261	)		131,976
Cash – beginning of period		45,632			441,903
Cash – end of period	$	29,371		$	573,879
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest
Income taxes	$	-		$	-

See Notes to the Unaudited Combined Financial Statements.

4

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

1. NATURE OF OPERATIONS

Jjanga LLC, HJH LLC, and Ramen Aku LLC (collectively, the “Company”) was incorporated in the State of Nevada on April 9, 2012, May 9, 2019 and July 20, 2022, respectively. Yoshiharu did not have significant transactions since formation. Yoshiharu has the following wholly owned subsidiaries:

Name	Date of Formation	Description of Business
Jjanga LLC (“Jjanga”)	April 9, 2013	Sushi and Steak store located in Las Vegas, Nevada.
HJH LLC (“HJH”)	May 9, 2019	All-You-Can-Eat Sushi store located in Las Vegas, Nevada.
Ramen Aku LLC (“Aku”)	July 20, 2022	Ramen store located in Las Vegas, Nevada.

The Company operates three distinctive dining establishments in Las Vegas, NV: Jjanga, dba Jjanga Steak & Sushi, in Southwest Vegas, is known for its sushi and hibachi dishes, perfect for events and group dining. HJH, dba Jjanga Sushi & Oyster Bar, located near the Strip, offers all-you-can-eat sushi and innovative sushi creations, and Ramen Aku, located on N Decatur Blvd., specializes in authentic Japanese ramen with rich broths and handmade noodles. Together, these restaurants provide a diverse range of Japanese culinary experiences to locals and visitors alike.

The Company is owned, operated, and managed by one Member.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reporting

The combined financial statements include legal entities listed above as of and for the years ended March 31, 2024 and 2023.

Basis of Presentation and Combining Financial Statements

The accompanying combined financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America. The Combined financial statements include Jjanga LLC, HJH LLC, and Ramen Aku LLC. All intercompany accounts, transactions, and profits have been eliminated upon combining. There were no intercompany accounts or transactions amongst Jjanga, HJH, and Aku as of and for the three months ended March 31, 2024 and 2023.

Use of Estimates and Assumptions

The preparation of Combined financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Marketing

Marketing costs are charged to expense as incurred. Marketing costs were $20,563 and $409 for the three months ended March 31, 2024, and 2023, respectively, and are included in operating expenses in the accompanying Combined statements of income.

5

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

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 combined statements of operations.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“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 purchases the food, 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 Topic 606.

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

Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies its operating segments based on how executive decision makers internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one reportable segment, consisting of operating its stores.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows:

Furniture and equipment	5 to 7 years
Leasehold improvements	Shorter of estimated useful life or term of lease
Vehicle	5 years

Income Taxes

The Company is a limited liability company registered under the state of Nevada and files a partnership tax return with the federal jurisdictions. The Company is not subject to state tax under the state of Nevada. Therefore, each member of the Company is taxed on its own share of the Company’s taxable income.

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. The Company did not have any impairment of long-lived assets as of March 31, 2024 and 2023.

6

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Concentrations of Credit Risk

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

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. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangement generally 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 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.

7

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses,” which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11, and ASU 2020-02 to provide additional guidance on the credit losses standard. For the Company as an emerging growth company, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASUs is on a modified retrospective basis. The Company has adopted this ASU since April 1, 2023. The Company considers the impact on its combined financial statements and related disclosures to be immaterial.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The adopting this new guidance on its combined financial statements and related disclosures will have no impact on the Company.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280.

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated financial position, statements of operations, and cash flows.

COVID-19 Impact on Concentration of Risk

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

8

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

2. PROPERTY AND EQUIPMENT, NET

March 31	2024			2023
Leasehold Improvement	$	865,662		$	732,985
Furniture and equipment		844,806			838,121
Total property and equipment		1,710,468			1,571,106
Accumulated depreciation		(612,398	)		(417,173	)
Total property and equipment, net	$	1,098,070		$	1,153,933

Total depreciation was $49,360 and $47,715 for the quarters ended March 31, 2024 and 2023, respectively.

3. LOAN PAYABLES, EIDL

March 31,	2024			2023
April 21, 2022 ($2,000,000) - Jjanga	$	1,950,517		$	1,987,754
February 9, 2022 ($800,000) - HJH		775,280			791,760
Total loan payables, EIDL		2,725,797			2,779,514
Less - current portion		(33,171	)		(34,384	)
Total loan payables, EIDL, less current portion		2,692,626			2,745,130

The following table provides future minimum payments as of March 31, 2024:

For the years ended	Amount
2024 (for nine month remaining)	$	3,171
2025		49,980
2026		52,336
2027		54,803
2028		57,386
Thereafter		2,508,121
Total	$	2,725,797

April 21, 2022 – $2,000,000 – Jjanga

On April 21, 2022, JJanga LLC (the “Jjanga”) 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 Jjanga’s business.

Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), Jjanga borrowed an aggregate principal amount of the EIDL Loan of $2,000,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 4.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 2023 (twelve months from the date of the SBA Loan) in the amount of $10,298. The balance of principal and interest is payable thirty years from the date of the SBA Loan.

9

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

In connection therewith, Jjanga executed (i) a loan for the benefit of the SBA (the “SBA Loan”), 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 Jjanga, which also contains customary events of default (the “SBA Security Agreement”).

February 9, 2022 – $800,000 – HJH LLC

On February 9, 2022, HJH LLC (the “HJH”) 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 HJH’s business.

Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), HJH borrowed an aggregate principal amount of the EIDL Loan of $800,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 4.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning March 2023 (twelve months from the date of the SBA Loan) in the amount of $4,120. The balance of principal and interest is payable thirty years from the date of the SBA Loan.

In connection therewith, HJH executed (i) a loan for the benefit of the SBA (the “SBA Loan”), 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 HJH, which also contains customary events of default (the “SBA Security Agreement”).

4. 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.

10

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

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

Quarter ended March 31,	2024		2023
Operating lease expense	$	100,345	$	93,324
Total lease expense	$	100,345	$	93,324

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

Quarter ended March 31,	2024		2023
Operating cash flows from operating leases	$	97,497	$	92,204
Cash paid for amounts included in the measurement of lease liabilities	$	97,497	$	92,204
Weighted-average remaining lease term—operating leases				6.4 Years
Weighted-average discount rate—operating leases				7	%

In accordance with ASC 842, maturities of operating lease liabilities as of March 31, 2024 were as follows:

	Operating
Year ending:	Lease
2024 (9 months remaining)	$	226,033
2025		280,047
2026		286,320
2027		292,781
2028		257,485
Thereafter		582,699
Total undiscounted cash flows	$	1,925,365
Reconciliation of lease liabilities:
Weighted-average remaining lease terms		6.4 Years
Weighted-average discount rate		7	%
Present values	$	1,438,039
Lease liabilities—current		201,562
Lease liabilities—long-term		1,236,477
Lease liabilities—total	$	1,438,039
Difference between undiscounted and discounted cash flows	$	487,326

Contingencies

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

5. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after December 31, 2023. During this period, the Company did not have any material recognizable subsequent events required to be disclosed other than the following:

● On June 12, 2024, the Company executed an amended asset purchase agreement with Yoshiharu Global Co, updating the original agreement from November 21, 2023. This amendment allows separate closings for restaurants, effective April 20, 2024. Yoshiharu Global Co. will acquire assets from three restaurants: Jjanga, HJH, and Aku, for $1,800,000 in cash, a $600,000 promissory note, and a $1,200,000 convertible note. Mr. Hwang, the sole member of the three restaurants, will serve as Managing Director under an employment agreement.

11

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

Yoshiharu Global Co. (the “Company”) is providing the following unaudited pro forma combined financial information to aid the Company’s stockholders in their analysis of the financial aspects of the Purchase. The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet as of March 31, 2024 combines the historical balance sheet of the Company and the historical consolidated balance sheet of Jjanga LLC, HJH LLC and Ramen Aku LLC (collectively referred as the “LV Entities”) for such period on a pro forma basis as if the Purchase had been consummated on March 31, 2024.

The unaudited pro forma combined statement of operations for the period ended March 31, 2024 combine the historical statements of operations of the Company and LV Entities for such periods on a pro forma basis as if the Purchase had been consummated on January 1, 2024.

The unaudited pro forma combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Purchase occurred on the dates indicated. The unaudited pro forma combined financial information may not be useful in predicting the future financial condition and results of operations of the Post-Purchase company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with the LV Entities audited and unaudited consolidated financial statements and related footnotes as provided in this filing.

The Purchase will be accounted for as a business combination in accordance with GAAP. The Company was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:

● The Company’s senior management will comprise the senior management of the combined company;

● The Company’s will control a majority of the Board of Directors;

● The Company’s existing equity holders will have a majority voting interest in the Post-Combination company.

Effective as of April 20, 2024 (the “Closing Date”), as contemplated by the A&R Asset Purchase Agreement:

● The Company purchased certain assets of the LV Entities. The Company agreed to pay Mr. Jihyuck Hwang, the restaurant operator of the LV Entities (the “Seller”) $1,800,000 in cash, a promissory note in the principal amount of $600,000 (the “Promissory Note”) and a convertible note having a principal amount of $1,200,000 which is to be convertible into the Company’s Class A common stock in accordance with the terms therein (the “Convertible Note”).

● The Company also entered into an employment agreement with the Seller whereby the Seller will serve as the Managing Director of each of the LV Entities upon consummation of the A&R Asset Purchase Agreement.

12

Promissory Note

In connection with the A&R Asset Purchase Agreement, the Company entered into the Promissory Note with the Seller. The Promissory Note holds a principal sum of $600,000 which is to be repaid by the Company in two equal installments due April 12, 2025 and April 12, 2026. Each annual installment shall be in the amount of $300,000. The Promissory Note specifies that payments shall be made without the additional interest. If the Company fails to make any payments as required, the Promissory Note states that the entire balance shall become immediately due and payable.

Convertible Note

In connection with the A&R Asset Purchase Agreement, the Company also entered into the Convertible Note with the Seller. The Convertible Note states that the principal sum shall accrue interest at a rate of 0.5% per annum and specifies that the maturity date is one year from the closing date. The terms of the Convertible Note provide that upon the maturity date, the Seller has the right to convert any outstanding and unpaid portion of the Convertible Note into the Class A Common stock of the Company. If the Seller chooses to exercise this right, the conversion price will be 150% of the average of the highest and lowest prices of the Company’s stock during the five business days immediately after the closing date of the Amended Asset Agreement (the “Conversion Price Formula”). If the closing stock price on the conversion date is lower than the price produced via the Conversion Price Formula, the Seller shall have the option to choose the cash receipt of any outstanding and unpaid portion of the Convertible Note or convert any outstanding and unpaid portion of the Convertible Note into the Company’s stock using the same Conversion Price Formula. If the stock price on the conversion date is higher than the price produced by the Conversion Price Formula, the Seller shall convert any outstanding and unpaid portion of the Convertible Note into the Company’s stock. Upon choosing to convert, the Seller must provide written notice to the Company indicating the portion of the Convertible Note to be converted.

Employment Agreement

In connection with the A&R Asset Purchase Agreement, the Company also entered into the Employment Agreement with the Seller. The Employment Agreement sets out Mr. Hwang’s position, duties, compensation, employment term and termination rights. Mr. Hwang will serve as Managing Director of Yoshiharu LV which will manage the LV Entities. He will be paid an annual base salary of $180,000 with a performance bonus schedule based on how much money in excess of the target EBITDA Yoshiharu LV achieves. Under this performance incentive program, Mr. Hwang is eligible for Restricted Stock Units worth up to $100,0000. The Employment Agreement specifies that he will be employed for an initial term of 3 years, beginning immediately after the closing date of the Amended Asset Agreement, subject to extension or early termination. The termination clause of the Employment Agreement provides that either party may terminate employment with or without cause upon 60 days written notice to the other party. If Mr. Hwang’s employment is terminated with or without cause, he is not entitled to receive a severance package.

13

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Supplementary Schedule I

Unaudited Combining Balance Sheets

As of March 31, 2024 and 2023

	As of March 31, 2024 (Unaudited)
	Jjanga			HJH			AKU			Combined
ASSETS
Current Assets:
Cash	$	3,000		$	3,000		$	3,000		$	9,000
Accounts receivable		42,225			16,264			10,363			68,852
Inventories		7,820			2,237			2,728			12,785
Other receivable		-			-			-			-
Total current assets		53,045			21,501			16,091			90,637
Non-Current Assets:
Property and equipment, net		809,628			82,433			206,009			1,098,070
Other assets		10,865			-			10,706			21,571
Operating lease right-of-use asset, net		605,275			18,673			785,340			1,409,288
Total non-current assets		1,425,768			101,106			1,002,055			2,528,929
Total assets	$	1,478,813		$	122,607		$	1,018,146		$	2,619,566
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	157,909		$	54,110		$	50,716		$	262,735
Bank overdrafts		61,229			35,975			6,010			103,214
Current portion of operating lease liabilities		113,813			19,657			68,092			201,562
Current portion of loan payable, EIDL		33,664			14,620			-			48,284
Total current liabilities		366,615			124,362			124,818			615,795
Operating lease liabilities, less current portion		494,671			-			741,806			1,236,477
Loan payable, EIDL, less current portion		1,916,853			760,660			-			2,677,513
Total liabilities		2,778,139			885,022			866,624			4,529,785
Commitments and contingencies
Member’s equity		2,343,032			668,879			440,957			3,452,868
Retained earnings		(3,642,358	)		(1,431,294	)		(289,435	)		(5,363,087	)
Total liabilities and member’s equity	$	1,478,813		$	122,607		$	1,018,146		$	2,619,566

14

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Supplementary Schedule I

Unaudited Combining Balance Sheets

As of March 31, 2024 and 2023

	As of March 31, 2023 (Unaudited)
	Jjanga			HJH			AKU		Combined
ASSETS
Current Assets:
Cash	$	240,444		$	190,867		$	122,794	$	554,105
Accounts receivable		21,154			9,702			5,254		36,110
Inventories		15,744			5,915			4,222		25,881
Total current assets		277,342			206,484			132,270		616,096
Non-Current Assets:
Property and equipment, net		810,394			110,337			233,202		1,153,933
Other assets		1,200			-			19,774		20,974
Operating lease right-of-use asset, net		72,432			126,033			856,937		1,055,402
Total non-current assets		884,026			236,370			1,109,913		2,230,309
Total assets	$	1,161,368		$	442,854		$	1,242,183	$	2,846,405
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	57,699		$	98,100		$	32,399	$	188,198
Current portion of operating lease liabilities		75,283			112,756			60,720		248,759
Current portion of loan payable, EIDL		32,105			14,005			-		46,110
Total current liabilities		165,087			224,861			93,119		483,067
Operating lease liabilities, less current portion		-			19,657			809,898		829,555
Loan payable, EIDL, less current portion		1,955,649			777,755			-		2,733,404
Total liabilities		2,120,736			1,022,273			903,017		4,046,026
Commitments and contingencies
Member’s equity		355,849			469,851			293,290		1,118,990
Retained earnings		(1,315,217	)		(1,049,270	)		45,876		(2,318,611	)
Total liabilities and member’s equity	$	1,161,368		$	442,854		$	1,242,183	$	2,846,405

15

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Supplementary Schedule I

Unaudited Combining Statements of Operations

Three Months Ended March 31, 2024 and 2023

	Three Months Ended March 31, 2024 (Unaudited)
	Jjanga			HJH			AKU		Combined
Revenue:
Food and beverage	$	782,424		$	296,864		$	274,254	$	1,353,542
Total revenue		782,424			296,864			274,254		1,353,542
Restaurant operating expenses:
Food, beverages and supplies		267,164			38,977			80,654		386,795
Labor		381,591			230,344			115,770		727,705
Rent and utilities		51,244			45,052			32,854		129,150
Delivery and service fees		16,704			6,039			-		22,743
Depreciation		35,383			6,909			6,798		49,090
Total restaurant operating expenses		752,086			327,321			236,076		1,315,483
Net restaurant operating income		30,338			(30,457	)		38,178		38,059
Operating expenses:
General and administrative		27,583			15,286			25,701		68,570
Advertising and marketing		20,563			-			-		20,563
Total operating expenses		48,146			15,286			25,701		89,133
Income (loss) from operations		(17,808	)		(45,743	)		12,477		(51,074	)
Other expense:
Interest		(30,894	)		-			-		(30,894	)
Total other expense		(30,894	)		-			-
Income (loss) before income taxes		(48,702	)		(45,743	)		12,477		(81,968	)
Income tax provision		-			-			-		-
Net income (loss)	$	(48,702	)	$	(45,743	)	$	12,477	$	(81,968	)

16

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Supplementary Schedule II

Unaudited Combining Statements of Operations

Three Months Ended March 31, 2024 and 2023

	As of March 31, 2023 (Unaudited)
	Jjanga			HJH			AKU		Combined
Revenue:
Food and beverage	$	790,428		$	312,304		$	319,404	$	1,422,136
Total revenue		790,428			312,304			319,404		1,422,136
Restaurant operating expenses:
Food, beverages and supplies		263,413			56,215			56,053		375,681
Labor		270,713			248,062			66,567		585,342
Rent and utilities		31,488			38,511			33,924		103,923
Delivery and service fees		12,546			11,527			-		24,073
Depreciation		34,008			6,909			6,798		47,715
Total restaurant operating expenses		612,168			361,224			163,342		1,136,734
Net restaurant operating income		178,260			(48,920	)		156,062		285,402
		23	%
Operating expenses:
General and administrative		29,306			27,957			32,049		89,312
Advertising and marketing		409			-			-		409
Total operating expenses		29,715			27,957			32,049		89,721
Income (loss) from operations		148,545			(76,877	)		124,013		195,681
Other expense:
Interest		(18,648	)		-			-		(18,648	)
Total other expense		(18,648	)		-			-
Income (loss) before income taxes		129,897			(76,877	)		124,013		177,033
Income tax provision		-			-			-		-
Net income (loss)	$	129,897		$	(76,877	)	$	124,013	$	177,033

17

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Supplementary Schedule III

Unaudited Combining Statements of Cash Flows

Three Months Ended March 31, 2024 and 2023

	Three Months Ended March 31, 2024 (Unaudited)
	Jjanga			HJH			AKU			Combined
Cash flows from operating activities:
Net income (loss)	$	(48,702	)	$	(45,743	)	$	12,477		$	(81,968	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		35,383			7,179			6,798			49,360
Changes in assets and liabilities:
Accounts receivable		6,607			1,986			3,304			11,897
Inventory		3,976			3,156			3,507			10,639
Other assets		(9,665	)		-			(10,706	)		(20,371	)
Accounts payable and accrued expenses		(17,085	)		(40,299	)		(15,706	)		(73,090	)
Net cash used in operating activities		(29,486	)		(73,721	)		(326	)		(103,533	)
Cash flows from investing activities:
Purchases of property and equipment		(1,930	)		-			-			(1,930	)
Net cash used in investing activities		(1,930	)								(1,930	)
Cash flows from financing activities:
Bank overdrafts		11,316			(11	)		6,010			17,315
Member’s contribution		171,799			199,028			36,350			407,177
Member’s distribution		(151,699	)		(125,296	)		(78,666	)		(355,661	)
Net cash provided by (used in) financing activities		31,416			73,721			(36,306	)		68,831
Net (decrease) increase in cash		-			-			(36,632	)		(36,632	)
Cash – beginning of period		-			3,000			39,632			42,632
Cash – end of period	$	-		$	3,000		$	3,000		$	6,000
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest	$	30,894					$	-		$	30,894
Income taxes	$	-					$	-		$	-

18

HJH LLC, Kanji LLC, and Ramen Aku LLC

Notes to Unaudited Combined Financial Statements

Supplementary Schedule III

Unaudited Combining Statements of Cash Flows

Three Months Ended March 31, 2024 and 2023

	As of March 31, 2023 (Unaudited)
	Jjanga			HJH			AKU			Combined
Cash flows from operating activities:
Net income (loss)	$	129,897		$	(76,877	)	$	124,013		$	177,033
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		34,008			6,909			6,798			47,715
Changes in assets and liabilities:
Accounts receivable		26,058			9,719			4,180			39,957
Inventory		(7,166	)		766			3,208			(3,192	)
Other assets		-			-			(19,774	)		(19,774	)
Accounts payable and accrued expenses		(132,991	)		31,401			13,759			(87,831	)
Net cash provided by (used in) operating activities		49,806			(28,082	)		132,184			153,908
Cash flows from investing activities:
Purchases of property and equipment		(4,756	)		-			-			(4,756	)
Net cash used in investing activities		(4,756	)		-			-			(4,756	)
Cash flows from financing activities:
Member’s contribution		97,900			322,605			(21,560	)		398,945
Member’s distribution		(101,359	)		(261,571	)		(52,479	)		(415,409	)
Repayment of EIDL loan		(12,246	)		(8,240	)		-			(20,486	)
Net cash provided (used in) financing activities		(15,705	)		52,794			(74,039	)		(36,950	)
Net (decrease) increase in cash		29,345			24,712			58,145			112,202
Cash – beginning of period		-			166,155			64,649			230,804
Cash – end of period	$	29,345		$	190,867		$	122,794		$	343,006
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest	$	18,648					$	-		$	18,648
Income taxes	$	-					$	-		$	-

19