UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June~~ September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 333-222631

YO-HEALTH, INC.

(Exact name of registrant as specified in its charter)

Nevada		85-3135038
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7551 Shelby Street, 3rd FL, Indianapolis, IN		46227
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 327- 7630

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~February~~March 1218, 2024 the registrant had 77,~~553~~717,721 shares of its common stock issued and outstanding.

YO-HEALTH, INC.

QUARTERLY REPORT ON FORM 10-Q

~~June~~September 30, 2023

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		1
Item 1.	Condensed Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosure	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The following unaudited interim condensed consolidated financial statements of Yo-Health, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited condensed financial statements and notes thereto contained in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 which we filed with the SEC on June 12, 2023 (the “Annual Report”), as updated in subsequent filings we have made with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position, and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

Yo-Health, Inc.

Yo-Health, Inc.
Condensed Consolidated Balance Sheets

	September 30,	December 31,
	2023	2022
	(Unaudited)
Current assets
Cash and cash equivalents
Cash	$195,803	$124,062
Accounts receivable	-	179,298
Total current assets	195,803	303,361

Property plant and equipment, net	3,442,091	4,017,136
Intangible assets	40,799	37,999
Right of use assets	900,422	776,405
Other assets	6,630	1,200
Security deposits	29,150	29,150
Total Assets	$4,614,894	$5,165,250

Current liabilities
Accounts payable and accrued expenses	$225,944	$59,233
Lease liabilities short term	204,116	188,113
Line of credit	484,490	61,490
Notes payable related parties	255,700	-
Total current liabilities	1,170,249	308,836
Long term lease liabilities	737,789	610,930
Mortgage liabilities	1,549,713	1,728,883
Total Liabilities	3,457,751	2,648,649

Stockholders' Equity
Common stock, $0.0001 par value; 100,000,000 shares authorized, 77,226,355 and 70,590,898 outstanding as of September 30, 2023 and December 31 2022, respectively	7,723	7,059
Additional paid- in capital	20,301,605	16,984,590
Accumulated deficit	(19,152,185)	(14,475,048)
Total Stockholders' Equity	1,157,143	2,516,601
Total Liabilities and Stockholders' Equity	$4,614,894	$5,165,250

~~Condensed~~The ~~Balance~~accompanying ~~Sheets~~notes are an integral part of these unaudited condensed consolidated financial statements.

	June 30,	December 31,
	2023	2022
	(Unaudited)
Current assets
Cash	$143,796	$124,062
Accounts receivable	-	179,298
Accounts receivable- other	2,130	-
Total current assets	145,926	303,361
Property plant and equipment, net	3,520,265	4,017,136
Intangible assets	40,799	37,999
Right of use assets	959,552	776,405
Other assets	-	1,200
Security deposits	29,150	29,150
Total Assets	$4,695,691	$5,165,250
Current liabilities
Accounts payable and accrued expenses	$162,218	$59,233
Lease liabilities short term	211,666	188,113
Line of credit	434,490	61,490
Total current liabilities	808,374	308,836
Long term lease liabilities	780,775	610,930
Mortgage liabilities	1,562,118	1,728,883
Total Liabilities	3,151,267	2,648,649
Stockholders' Equity
Common stock, $0.0001 par value; 100,000,000 shares authorized, 76,096,355 and 70,590,898 outstanding as of June 30, 2023 and December 31 2022, respectively	7,610	7,059
Additional paid- in capital	19,736,718	16,984,590
Accumulated deficit	(18,199,903)	(14,475,048)
Total Stockholders' Equity	1,544,424	2,516,601
Total Liabilities and Stockholders' Equity	$4,695,691	$5,165,250

The accompanying notes are an integral part of these unaudited condensed financial statements.

Yo-Health, Inc.

Yo-Health, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

	Three Months	Three Months	Nine Months	Nine Months
	Ended	Ended	Ended	Ended
	September 30,	September 30,	September 30,	September 30,
	2023	2022	2023	2022
Revenue	$2,500,311	$201,359	$5,718,680	$388,253
Cost of revenue	1,589,775	326,564	4,303,560	1,189,047
Gross profit (loss)	$910,536	(125,204)	1,415,120	(800,793)

Operating Expenses:
General and administrative expenses	1,725,370	3,411,220	5,442,108	8,856,872
Professional fees	54,723	54,605	254,278	159,341
Rent expense	57,007	62,938	193,259	166,490
Total operating expenses	1,837,100	3,528,763	5,889,645	9,182,703
Loss from operations	(926,564)	(3,653,967)	(4,474,525)	(9,983,497)
Other income(expense)
Interest expense	(25,718)	(11,290)	(95,869)	(34,024)
Interest income	-	1,817	-	1,817
Gain on the sale of building	-	-	438	-
Other expense, net	(25,718)	(9,472)	(95,431)	(32,207)
Loss before provision for income taxes	(952,282)	(3,663,439)	(4,569,957)	(10,015,704)
Provision (credit) for income tax	-	-	-	-
Loss from continuing operations	(952,282)	(3,663,439)	(4,569,957)	(10,015,704)
Income (loss) from discontinued operations	-	9,047	(107,180)	208,938
Net loss	$(952,282)	$(3,654,392)	$(4,677,137)	$(9,806,766)

Basic and diluted (loss) per common share:
Loss from continuing operations	$(0.01)	$(0.05)	$(0.06)	$(0.16)
Income (loss) from discontinued operations	$-	$0.00	$(0.00)	$0.00

Weighted average number of shares outstanding	76,661,355	67,338,998	75,054,536	62,272,998

~~Condensed~~The ~~Statements~~accompanying notes are an integral part of ~~Operations~~these unaudited condensed consolidated financial statements.

(Unaudited)

	Three Months	Three Months	Six Months	Six Months
	Ended	Ended	Ended	Ended
	June 30,	June 30,	June 30,	June 30,
	2023	2022	2023	2022
Revenue	$1,170,298	$128,435	$3,218,368	$186,894
Cost of revenue	1,147,254	490,987	2,713,784	862,483
Gross profit	23,044	(362,553)	504,584	(675,589)
Operating Expenses:
General and administrative expenses	2,748,984	5,294,872	3,716,739	5,445,652
Professional fees	74,964	61,634	199,555	104,736
Rent expense	79,061	55,800	136,253	103,552
Total operating expenses	2,903,009	5,412,306	4,052,547	5,653,941
Loss from operations	(2,879,965)	(5,774,859)	(3,547,963)	(6,329,529)
Other income(expense)
Interest expense	(56,093)	(11,428)	(70,150)	(22,735)
Gain on the sale of building	-	-	438	-
Other expense, net	(56,093)	(11,428)	(69,712)	(22,735)
Loss before provision for income taxes	(2,936,058)	(5,786,287)	(3,617,675)	(6,352,264)
Provision (credit) for income tax	-	-	-	-
Loss from continuing operations	(2,936,058)	(5,786,287)	(3,617,675)	(6,352,264)
Income (loss) from discontinued operations	48,856	154,782	(107,180)	199,891
Net loss	$(2,887,203)	$(5,631,505)	$(3,724,855)	$(6,152,373)
Basic and diluted (loss) per common share:
Loss from continuing operations	$(0.04)	$(0.09)	$(0.10)	$(0.11)
Income (loss) from discontinued operations	$0.00	$0.00	$(0.00)	$0.00
Weighted average number of shares outstanding	76,096,355	64,249,998	73,968,627	58,195,498

The accompanying notes are an integral part of these unaudited condensed financial statements.

Yo-Health, Inc.

Yo-Health, Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
For the Nine Months Ended September 30, 2023 and September 30, 2022
(Unaudited)

			Additional	Accumulated	Total
	Common Stock		Paid-in	Earnings	Stockholders'
	Shares	Amount	Capital	(Deficit)	Equity
Balance, December 31, 2021	51,232,998	$5,123	$7,159,526	$(3,593,926)	$3,570,723

Shares issued for services	10,000	1	4,999		5,000

Issuance of common stock and warrants in private placements	898,000	90	505,110		505,200

Net loss				(520,868)	(520,868)

Balance, March 31, 2022	52,140,998	$5,214	$7,669,635	$(4,114,794)	$3,560,055

Shares issued for services	10,240,500	1,024	5,119,226		5,120,250

Issuance of common stock and warrants in private placements	1,868,500	187	1,019,613		1,019,800
					-
Net loss				(5,631,505)	(5,631,505)

Balance, June 30, 2022	64,249,998	$6,425	$13,808,474	$(9,746,299)	$4,068,600

Shares issued for services	6,108,000	611	3,059,639		3,060,250

Issuance of common stock and warrants in private placements	70,000	7	34,993		35,000

Net loss				(3,654,392)	(3,654,392)

Balance, September 30, 2022	70,427,998	$7,043	$16,903,106	$(13,400,692)	$3,509,457

	Shares	Amount	Capital	(Deficit)	Equity
Balance, December 31, 2022	70,590,898	$7,059	$16,984,590	$(14,475,048)	$2,516,601

Stock based compensation	1,110,000	111	554,889		555,000

Issuance of common stock and warrants in private placements	140,000	14	69,985		70,000

Net loss				(837,652)	(837,652)

Balance, March 31, 2023	71,840,898	$7,184	$17,609,464	$(15,312,700)	$2,303,949

Stock based compensation	4,255,457	426	2,127,254		2,127,680

Net loss				(2,887,203)	(2,887,203)

Balance, June 30, 2023	76,096,355	$7,610	$19,736,718	$(18,199,903)	$1,544,424

Stock based compensation	1,130,000	113	564,887		565,000

Net loss				(952,282)	(952,282)

Balance, September 30, 2023	77,226,355	$7,723	$20,301,605	$(19,152,185)	$1,157,143

~~Condensed~~The ~~Statements~~accompanying notes are an integral part of ~~Changes~~these inunaudited ~~Stockholders'~~condensed ~~Equity~~consolidated financial statements.

For the Six Months Ended June 30, 2023 and June 30, 2022

(Unaudited)

			Additional	Accumulated	Total
	Common Stock		Paid-in	Earnings	Stockholders'
	Shares	Amount	Capital	(Deficit)	Equity
Balance, December 31, 2021	51,232,998	$5,123	$7,159,526	$(3,593,926)	$3,570,723
Shares issued for services	10,000	1	4,999		5,000
Issuance of common stock and warrants in private placements	898,000	90	505,110		505,200
Net loss				(520,868)	(520,868)
Balance, March 31, 2022	52,140,998	$5,214	$7,669,635	$(4,114,794)	$3,560,055
Shares issued for services	10,240,500	1,024	5,119,226		5,120,250
Issuance of common stock and warrants in private placements	1,868,500	187	1,019,613		1,019,800
Net loss				(5,631,505)	(5,631,505)
Balance, June 30, 2022	64,249,998	$6,425	$13,808,474	$(9,746,299)	$4,068,600

			Additional	Accumulated	Total
	Common Stock		Paid-in	Earnings	Stockholders'
	Shares	Amount	Capital	(Deficit)	Equity
Balance, December 31, 2022	70,590,898	$7,059	$16,984,590	$(14,475,048)	$2,516,601
Stock based compensation	1,110,000	111	554,889		555,000
Issuance of common stock and warrants in private placements	140,000	14	69,985		70,000
Net loss				(837,652)	(837,652)
Balance, March 31, 2023	71,840,898	$7,184	$17,609,464	$(15,312,700)	$2,303,949
Stock based compensation	4,255,357	426	2,127,254		2,127,679
Net loss				(2,887,203)	(2,887,203)
Balance, June 30, 2023	76,096,255	$7,610	$19,736,718	$(18,199,903)	$1,544,424

The accompanying notes are an integral part of these unaudited condensed financial statements.

Yo-Health, Inc.

Yo-Health, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months	Nine Months
	Ended	Ended
	September 30,	September 30,
	2023	2022
Cash Flows From Operating Activities:
Loss from continuing operations	$(4,569,957)	$(10,015,704)
Less: income (loss) from discontinued operations	(107,180)	208,938
Net loss	(4,677,137)	(9,806,766)
Stock based compensation	3,247,680	8,185,500
Depreciation	232,222	34,971
Gain on the sale of building	(438)
Changes in operating assets and liabilities
Accounts receivable	179,298	110,678
Accounts receivable other	-	7,400
Subscriptions receivable	-	20,000
Other assets	(5,430)	-
Security deposits	-	(6,700)
Accounts payable and accrued liabilities	175,305	50,926
Mortgage payable	(34,171)	106,611
Net cash used in operating activities -continuing operations	(882,670)	(1,297,380)
Net cash provided by (used in) operating activities -discontinued operations	-	-
Net cash (used in) operating activities	(882,670)	(1,297,380)

Cash flows from Investing Activities
Property and equipment -asset purchase	(49,289)	(410,312)
Cash flows (used in) investing activities	(49,289)	(410,312)

Cash Flows From Financing Activities:
Proceeds from line of credit	423,000	-
Notes payable related parties	255,700	-
Proceeds from the sale of property	255,000	-
Proceeds from the sale of common stock	70,000	1,560,000
Net cash provided by investing activities	1,003,700	1,560,000

Net Increase (Decrease) In Cash	71,741	(147,692)
Cash At The Beginning Of The Period	124,062	1,429,587
Cash At The End Of The Period	$195,803	$1,281,895

~~Statements~~The accompanying notes are an integral part of ~~Cash~~these ~~Flows~~unaudited condensed consolidated financial statements.

(Unaudited)

	Six Months	Six Months
	Ended	Ended
	June 30,	June 30,
	2023	2022
Cash Flows From Operating Activities:
Loss from continuing operations	$(3,617,675)	$(6,352,264)
Less: loss from discontinued operations	(107,180)	199,891
Net loss	(3,724,855)	(6,152,373)
Stock based compensation	2,682,679	5,125,250
Depreciation	154,048	23,314
Gain on the sale of building	(438)	-
Changes in operating assets and liabilities
Accounts receivable	179,298	159,724
Accounts receivable other	(2,130)	7,400
Subscriptions receivable	-	(20,000)
Other assets	1,200	-
Security deposits	-	(6,700)
Accounts payable and accrued liabilities	102,985	14,638
Mortgage payable	(21,765)	120,596
Net cash (used in) operating activities -continuing operations	(628,977)	(728,151)
Net cash provided by (used in) operating activities -discontinued operations	-	-
Net cash (used in) operating activities	(628,977)	(728,151)
Cash flows from Investing Activities
Property and equipment -asset purchase	(49,289)	(319,266)
Cash flows (used in) investing activities	(49,289)	(319,266)
Cash Flows From Financing Activities:
Proceeds from line of credit	373,000	-
Proceeds from the sale of property	255,000	-
Proceeds from the sale of common stock	70,000	1,525,000
Net cash provided by investing activities	698,000	1,525,000
Net Increase In Cash	19,734	477,583
Cash At The Beginning Of The Period	124,062	1,429,587
Cash At The End Of The Period	$143,796	$1,907,170

The accompanying notes are an integral part of these unaudited condensed financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nature of Operations

YO-Health, Inc. (“YO-Health” or the “Company”) was established as a C-Corporation in Nevada on October 22, 2020. The Company is the parent company to Yoshi Inc, Sun & Moon Café, 7K Farms and Joyce’s Bakery Inc. YO-Health manufactures, retails, wholesales, and distributes premium, healthy, unique, and innovative food products.

The Company commenced operations in October 2020 by acquiring a Beijing-style premium yogurt store in Woodside, New York. The Company has since launched the subsidiaries Yoshi Restaurants, Inc., Sun & Moon, and Joyce’s Bakery & Café, Inc.

The Company currently has 4 Yoshi model restaurants, 1 Sun & Moon Café and 1 yogurt manufacturing facility.

Each subsidiary company of YO-Health, Inc. will focus on their respective products on a wholesale and retail basis:

Sun & Moon will produce, market, and sell yogurt-based items with probiotics and ingredients focused on beneficial healthy products.

Yoshi will produce, market, and sell Asian fusion food products.

Joyce’s Bakery & Café will produce, market, and sell premium, Asian- French-inspired desserts, Tea’s, Juices, and flavored coffee with a full array of non-alcoholic drinks.

7K Farms delivers wholesale food and supplies to the Company locations as well as other restaurant and grocery locations.

On or around May 15, 2023, the Company believes that Epitome materially breached that purchase agreement causing the Company to prospectively lose all of its revenue from its sushi business at all 19 stores in Louisiana. As a result, Win Sushi became a discontinued operation -see Note 4. Discontinued Operations.

The Company’s accounting year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries: Yoshi Inc, Sun & Moon Café, and Joyce’s Bakery Inc.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements.

For the ~~six~~nine months ended ~~June~~September 30, 2023, the Company had a loss from continuing operations of $34,~~617~~569,~~675~~957. As of ~~June~~September 30, 2023 the Company had an accumulated deficit of $1819,~~199~~152,~~903~~185. The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow.

Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its revenues support its operations.

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

Management’s Representation of Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed financial statements. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of goodwill, liabilities, and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable, and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Segment Reporting

The Company operates in one segment, the food service business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying condensed consolidated financial statements.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from our acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter.

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. We perform an annual impairment assessment for goodwill and indefinite-lived assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, we determine fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, we rely on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, our risk relative to the overall market, our size and industry, and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Indefinite-lived intangible assets are evaluated for impairment at the individual asset level by assessing whether it is more likely than not that the asset is impaired (for example, that the fair value of the asset is below its carrying amount). If it is more likely than not that the asset is impaired, its carrying amount is written down to its fair value.

Determining the fair value of a reporting unit is judgmental and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that our estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause us to perform an impairment test prior to scheduled annual impairment tests.

We performed our annual fair value assessment on December 31, 2021, on our purchases of the New Orleans, Woodside, 7K Farms and the Champagne, Illinois acquisitions, and determined that an impairment charge of $750,000 and $1,000,000, respectively, was necessary for the years ended December 31, 2022, and 2021. As a result, we had no goodwill as of ~~June~~September 30, 2023, and December 31, 2022, respectively. The balance of indefinite-lived intangible assets comprised of trademarks were $40,799 and $37,399, respectively, as of ~~June~~September 30, 2023, and December 31, 2022.

Revenue Recognition

The Company recognizes revenue under the guidelines of ASC 606. Sales, as presented in the Company’s statement of earnings, represent revenue; and food and beverage products sold which is presented net of discounts, coupons, employee meals and complimentary meals. Revenue is recognized using the five step approach required under the guidelines of ASC 606:

1.Identify the contract with the client,

2.Identify the performance obligations in the contract,

3.Determine the transaction price,

4.Allocate the transaction price to performance obligations in the contract

5.Recognize revenues when or as the Company satisfies a performance obligation

For retail operations, all five steps of revenue recognition occur almost simultaneously. The customer orders food from a menu or store sign, it is given to the customer who then pays for the food order at the cash register. The Company’s store business represented approximately 2827.46% and 100% of our revenue for the ~~six~~nine months ended ~~June~~September 30, 2023, and 2022, respectively.

For wholesale sales the customer orders wholesale items from a store sign or catalogue, it is given or delivered to the customer who then pays for the items within 7 days of sale. The Company’s store business represented approximately 7172.64% and 0% of our revenue for the ~~years~~nine months ended ~~June~~September 30, 2023, and 2022, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On ~~June~~September 30, 2023, and December 31, 2022, the Company’s cash equivalents totaled $~~143~~195,~~796~~803 and $124,062 , respectively.

Property and equipment

Property and equipment are stated at cost or fair value. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expenses as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows:

Computers, software, and office equipment	1 – 6 years
Machinery and equipment	3 – 5 years
Leasehold improvements	Lesser of lease term or estimated useful life
Buildings	39 years

Equipment that hasn’t been placed into service is not subject to depreciation.

Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was $~~154~~232,~~048~~222 and $23,314, respectively.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Leases

The Company currently follows the guidance in ASC 840 “Leases,” which requires us to evaluate the lease agreements the Company enters into to determine whether they represent operating or capital leases at the inception of the lease.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), that requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The accounting treatment for finance leases and lessors remains relatively unchanged. The accounting standards update also requires additional qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB approved an amendment to the new guidance that introduced an alternative modified retrospective transition approach granting companies the option of using the effective date of the new standard as the date of initial application. The Company adopted the standard using the effective date method on December 31, 2022.

The Company elected the transition package of practical expedients that is permitted by the standard. The package of practical expedients allows the Company to not reassess previous accounting conclusions regarding whether existing arrangements are or contain leases, the classification of existing leases, and the treatment of initial direct costs. The Company did not elect the hindsight transition practical expedient allowed for by the new standard, which allows entities to use hindsight when determining lease term and impairment of ROU assets. Additionally, the Company elected certain other practical expedients offered by the new standard which it will apply to all asset classes, including the option not to separate lease and non-lease components and instead to account for them as a single lease component and the option not to recognize ROU assets and related liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise).

The standard had a material impact on the balance sheet on the date of adoption, with the most significant ~~impacts~~impact being the recognition of $~~959~~900,~~552~~422 operating lease right-of-use assets and $~~211~~204,~~666~~116 operating lease liabilities.

As part of its adoption of the new lease accounting standard, the Company also implemented new internal controls and updated accounting policies and procedures, operational processes and documentation practices to enable the preparation of financial information on adoption. Refer to Note 6: Leases - Accounting Principles and Leases for additional disclosures required as a result of the adoption of this new standard.

Stock Purchase Warrants

The Company has issued warrants to purchase shares of its common stock. Warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the

enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of condensed consolidated financial statements. The Company adopted this guidance on January 1, 2021, which had no impact on the Company’s condensed consolidated financial statements.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and diluted common share equivalents outstanding.

Discontinued Operations

The operations of the Company’s former ~~Clinic~~Winn Sushi Division has been presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for additional information on discontinued operations.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB has issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. The Company adopted ASC 842 on December 31, 2022.

NOTE 3 – PROPERTY, PLANT, AND EQUIPMENT

The following table sets forth the components of the Company’s property and equipment on ~~June~~September 30, 2023, and December 31, 2022:

	June 30, 2023						December 31, 2022
	September 30, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Depreciation		Net Book Value			Gross Carrying Amount		Accumulated Depreciation		Net Book Value
Computers, software, property, and equipment		$3,761,670		$~~391~~(469,~~405~~579)		$3,~~370~~292,~~265~~091			$4,060,518		$(242,382)		$3,818,136
Land		150,000		-		150,000			199,000		-		199,000
Total fixed assets		$3,911,670		$~~391~~(469,~~405~~579)		$3,~~520~~442,~~265~~091			$4,259,518		$(242,382)		$4,017,136

On September 21, 2021 the Company entered into an Exchange Agreement with Yoshi Properties, LLC, an Ohio limited liability company and its sole members, Peter and Vila Thawnghmung who are both officers and directors of the Company, and related parties. Under the terms of the Exchange Agreement the Company purchased ownership of all of the membership interests (100%) in Yoshi Properties, comprised solely of two properties and the related mortgages for consideration of 1,000,000 shares of the Company’s common stock. No other assets or liabilities were included in the purchase price.

The fair market value of the properties acquired from Yoshi Properties, LLC was estimated to be equivalent to the mortgages assumed, or approximately $695,000. The 1,000,000 shares issued to Yoshi Properties was recorded at a value of $0.50 per share which was equivalent to the price of $0.50 per share paid by investors in the Company’s private placement offering of common stock at that time. As a result the Company recorded $500,000 in stock -based compensation expenses on its Statements of Operations for the year ended December 31, 2021.

NOTE 4 – DISCONTINUED OPERATIONS

On April 20, 2021, the Company entered into a purchase agreement with Epitome of Agape, LLC d/b/a Win’s Sushi (“Epitome”) a vendor who supplies sushi products to 19 grocery stores in Louisiana for the Company’s subsidiary, Yoshi Inc. On or around May 15, 2023, the Company believes that Epitome materially breached that purchase agreement causing the Company to prospectively lose all of its revenue from its sushi business at all 19 stores in Louisiana. As a result, Win Sushi became a discontinued operation.

The components of the loss from discontinued operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023, and 2022 in the statement of operations consisted of the following:

	Three Months Ended June 30,		Six Months Ended June 30,
	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Revenue	$~~752,196~~-	$~~668~~746,~~358~~462	$866,247	$12,~~322~~069,~~673~~135
Cost of goods sold	~~528,824~~-	~~515~~715,~~519~~906	798,911	1,~~118~~834,~~719~~625
Gross Profit	~~223,372~~-	~~152~~30,~~839~~556	67,336	~~203~~234,~~954~~510
Operating expenses	~~174,516~~-	(121,~~943)~~509	174,516	425,~~063~~572
Discontinued operations, net of tax	$~~48,856~~-	$~~154~~9,~~782~~047	$(107,180)	$~~199~~208,~~891~~938

NOTE 5 – MORTGAGES PAYABLE

The balance in mortgages payable was $1,~~562~~549,~~118~~713 and $1,728,883 as of ~~June~~September 30, 2023, and December 31, 2022, respectively. The mortgage balance as of ~~June~~September 30, 2023, is comprised of:

·Mortgage Loans: CNB Bank- OH Store = $~~273~~ 270,~~577~~466

·Mortgage Loans: Old National Bank- LA Store/Fac = $~~530~~ 525,~~208~~380

·Mortgage Loans: Old National Loan- IN Factory = $~~262~~ 260,~~680~~240

·Mortgage Loans: Old National – 7K farms - Mtg = $~~495~~ 493,~~653~~627

Interest expense on these mortgages were $4266,~~883~~522 and $2234,~~735~~024, for the ~~six~~nine months ended ~~June~~September 30, 2023, and ~~June~~September 30, 2022, respectively. The interest expense balance as of ~~June~~September 30, 2023, is comprised of:

·Interest Expense: OH Store- CNB Bank = $10 15,~~535.17~~647

oInterest Rate: 7.34%

·Interest Expense: LA Store/Factory- Old National = $10 16,~~835.83~~239

oInterest Rate: 4%

·Interest Expense: IN Factory- Old National = $5 8,~~369.47~~046

oInterest Rate: 4%

·Interest Expense: 7K Farms RE - Old National = $16 26,~~143.01~~590

oInterest Rate: 6.5%

On ~~June~~September 30, 2023, the aggregate maturities of notes payable for the next five years and thereafter are as follows:

2022	$	-
2023	$	-
2024	$	-
2025	$	-
2026 and thereafter	$	1,~~707~~549,~~118~~713
Total	$	1,~~707~~549,~~118~~713

NOTE 6 – RELATED PARTY TRANSACTIONS

Peter Thawnghmung, the Company’s Chairman and CEO is the spouse of Vila Thawnghmung, who is a director of the Company. The Company has 4 directors, therefore, Peter and Vila Thawnghmung, two of those directors can control all Company activity. Peter and Vila Thawnghmung have personally guaranteed all of the mortgages on the real properties owned by the Company and its subsidiaries as well as the Line of Credit. Arianna Phrakornkham, their daughter, is the controller of the Company.

In 2021 Peter and Vila Thawnghmung received 1,048,000 common shares for services performed. These shares were valued at $524,000. Related parties to Peter and Vila Thawnghmung received 120,000 common shares for services valued at $60,000.

In 2022 Peter and Vila Thawnghmung received 9,051,000 common shares for services performed. These shares were valued at $4,525,500. Arianna Phrakornkham received 1,000,000 shares valued at $500,000 for services. Related parties to Peter and Vila Thawnghmung received 1,127,000 common shares valued at $63,500.

During the ~~three~~nine months ended ~~March~~September 3130, 2023, Peter and Vila Thawnghmung received ~~102~~68,000 shares for service performed. These share were valued at $5134,000. During this period, Rome Thalop, who was appointed a director on March 23, 2023 ~~purchased 100~~,~~000 shares~~ ~~for $50,000~~received ~~and was awarded 500~~16,000 shares valued at $~~250~~8,000 for his ~~appointment~~ongoing services as a director.

During the three months ended June 30, 2023, Peter and Vila Thawnghmung received 2,730,000 shares for service performed. These shares were valued at $1,365,000.

NOTE 7 – LINE OF CREDIT

As of ~~June~~September 30, 2023, the Company has one line of credit with Old National Bank. The interest rate is 8.75% with a credit limit of $500,00 and a loan term of 24 months. The loan originated on 10/31/2022 and expires on 10/31/2024. The line of credit is collateralized by 7K Farms and was personally guaranteed by Peter and Vila Thawnghmung. The balance of the line of credit was $484,900 and $61,490 as of September 30, 2023 and September 30, 2022, respectively.

NOTE 8 – LEASES

As of ~~June~~September 30, 2023, the Company had signed 56 long-term leases:

·Flushing, New York: The Company entered into a lease for $7,500/month with a lease term of 5 years (11/25/2020 – 11/15/2025).

·Columbus, Ohio: The Company entered into a lease for $3,370.83/month with a lease term of 7 years (6/4/2021 – 3/31/2028).

·Indianapolis, Indiana: The Company entered into a lease for $3,065.75/month with a lease term of 5 years (5/1/2021 – 4/30/2026).

·Indianapolis, Indiana: The Company entered into a lease for $4,200/month with a lease term of 6 years (6/1/2022 – 5/31/2028).

·Indianapolis, Indiana: The Company entered into a lease for $4,911.83/month with a lease term of 5 years (115/1/2023 – 10/31/2028).

·Columbus, Ohio: The Company entered into a lease for $3,798/month with a lease term of 5.6 years (9/1/2023 – 4/31/2029).

Accounting Principles

Under ASC 842, the determination of whether an arrangement is a lease is made at the lease’s inception and a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also ~~includes~~include any lease payments made and ~~excludes~~exclude any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise the option, with renewal options that can extend the lease from three to five years. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company has lease agreements with lease and non-lease components, for which it has made an accounting policy election to account for these as a single lease component.

Leases

The Company leases retail spaces under operating lease agreements that have term lengths of five to seven years and that have renewal options that range from three to five years. The Company pays certain variable lease costs such as real estate taxes, insurance, and common area maintenance charges. The Company accounts for lease and non-lease components as a single lease component.

Lease Cost

Operating lease cost	$	220,622
Short-term lease cost		3,854
Variable lease cost		27,166
Total lease cost	$	251,642

The weighted average remaining lease term for operating leases is 3.9873 years and the weighted average discount rate for operating leases is 4%.

Maturities of lease liabilities as of ~~June~~September 30, 2023, were as follows:

	Operating
	Leases
2023	$	~~156,310~~
2024		212,833
2025		208,660
2026		103,114
2027		95,650
Thereafter		33,112
		809,679
Less imputed interest		70,124
Total	$	739,555

Operating cash flows from operating leases for the year ended December 31, 2022, was $197,187, and lease assets were obtained in exchange for operating lease liabilities for the year ended December 31, 2022, of $693,230.

NOTE 9 – EQUITY

The Company has authorized 100,000,000 shares of par value of $0.0001 common stock. As of ~~June~~September 30, 2023, and December 31, 2022, the Company had 7677,~~096~~226,355 and 70,590,898 common shares issued and outstanding, respectively.

~~June~~September 30, 2023 Activity

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company had the following common stock transactions:

·Issuance of 56,~~365~~375,357 shares for services valued at $23,~~682,679~~187679.

·Issuance of ~~140~~260,000 shares in private placements valued at $70130,000.

December 31, 2022 Activity

During the year ended December 31, 2022, the Company had the following common stock transactions:

·Issuance of 2,773,900 shares in private placements valued at $1,534,999.

·Issuance of 15,584,000 shares for services valued at $7,792,000.

·Issuance of 1,000,000 shares for the purchase of 7K Farms valued at $500,000.

Warrants

As of ~~June~~September 30, 2023, the Company had 6,~~119~~059,998 warrants outstanding, all with a strike price of $1.25. The warrants have a two-year term and expire at varying times between ~~December~~September ~~2022~~30, 2023 and ~~March~~June 13, 2025.

A summary of the status of the outstanding stock warrants is presented below:

Exercise Price			Number Outstanding 069/30/2023			Weighted Average Remaining Contractual Life			Weighted Average Exercise Price
$1.25			6,~~119~~059,998			0.5939 years			$1.25

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

NOTE 1011 – SUBSEQUENT EVENTS

As of ~~June~~September 30, 2023, the Company had 76 77,~~096~~226,355 shares of its common stock issued and outstanding. AsSubsequent ofto ~~January~~September 30, ~~2024~~2023, the Company had 77,~~553~~717,721 shares of its common stock issued and outstanding. From ~~July~~October 1, 2023 – ~~January~~March 305, 2024, an additional 1491,~~457,~~366 shares were issued, ~~all~~431,366 ofshares ~~which~~ were for services.

Additionally, the Company entered into a lease in Columbus, OH for $3,798.08/month with a lease term of 5.5 years (11/1/2023 – 6/30/2029) for an additional Yoshi model restaurant.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information ~~set~~outlined ~~forth~~ in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (I) increase in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expand our business operations and the sale of our products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

Basis of Presentation

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed consolidated financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such condensed financial statements and the related notes thereto.

The audited condensed financial statements for our fiscal year ended December 31, 2022, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited condensed financial statements. All such adjustments are of a normal recurring nature.

References in this section to “Yo-Health,” “we,” “us,” “our,” “the Company” and “our Company” refer to Yo-Health, Inc.

Overview

Each subsidiary company of YO-Health, Inc will focus on their respective products on a wholesale and retail basis:

Sun & Moon will produce, market, and sell yogurt-based items with probiotics and ingredients focused on beneficial healthy products.

·Yoshi will produce, market, and sell Asian fusion food products.

·Joyce’s Bakery & Café will produce, market, and sell premium, Asian- French-inspired desserts, Tea’s, Juices, flavored coffee with a full array of non-alcoholic drinks.

·7K Farms delivers wholesale food and supplies to the Company locations as well as other restaurant and grocery locations.

On April 20, 2021, the Company entered into a purchase agreement with Epitome of Agape, LLC d/b/a Win’s Sushi (“Epitome”) a vendor who supplies sushi products to 19 grocery stores in Louisiana for the Company’s subsidiary, Yoshi Inc. On or around May 15, 2023 the Company believes that Epitome materially breached that purchase agreement causing the Company to prospectively lose all of its revenue from its sushi business at all 19 stores in Louisiana. As a result Win Sushi became a discontinued operation -see Note 4. Discontinued Operations.

Results of Operations

The results from discontinued operations are excluded from management’s discussion of operations below, and from the Liquidity analysis.

Comparison of Results of Operations for the Three Months Ended ~~June~~September 30, 2023 and 2022

Revenue and Cost of Sales

During the three months ended ~~June~~September 30, 2023 revenues were $12,~~170~~500,~~298~~311 compared to revenue of $~~128~~201,~~435~~359 for the three months ended ~~June~~September 30, 2022. The increase is attributable to the addition of new business and locations in the 2023 period.

Cost of ~~sales~~revenue was $1,~~147~~589,~~254~~775, for the three months ended ~~June~~September 30, 2023, compared to the cost of revenue of $~~490~~326,~~987~~564 for the three months ended ~~June~~September 30, 2022. The increase is attributable to higher levels of sales.

Operating expenses

Operating expenses for the three months ended ~~June~~September 30, 2023, were $21,~~903~~837,~~009~~100 compared to $53,~~412~~528,~~306~~763 for the three months ended ~~June~~September 30, 2022. Operating expenses include $2555,~~127,679~~000 and $53,~~120~~060,250 in stock -based compensation for the three month periods ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, respectively. Excluding stock base compensation operating expenses were $~~551~~1,~~959~~282,100 and $~~292~~468,~~056~~513, respectively for the periods ended ~~June~~September 30, 2023 and 2022. The increase in the 2023 period is attributable to the addition toof expenses associated ofwith new lines of business during the 2023 period.

Net (Loss) Income

As a result of the foregoing, we recorded a loss of $(2952,~~936,059)~~282 or $(0.0401) per share from continuing operations for the three months ended ~~June~~September 30, 2023, compared to an operating loss of $(53,~~786~~654,~~287)~~392 or $(0.0905) per share from continuing operations for the three months ended ~~June~~September 30, 2022.

Comparison of Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

Revenue and Cost of Sales

During the ~~six~~nine months ended ~~June~~September 30, 2023 revenues were $35,~~218~~718,~~368~~680 compared to revenue of $~~186~~388,~~894~~253 for the ~~six~~nine months ended ~~June~~September 30, 2022. The increase is attributable to the addition of new business and locations in the 2023 period.

Cost of ~~sales~~revenues was $24,~~713~~303,~~784~~560 for the ~~six~~nine months ended ~~June~~September 30, 2023 compared cost of revenue of $~~862~~1,~~483~~189,047 for the ~~six~~nine months ended ~~June~~September 30, 2022. The increase is attributable to higher levels of sales.

Operating expenses

Operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2023 were $45,~~052~~889,~~547~~645 compared to $58,~~653~~856,~~941~~872 for the ~~six~~nine months ended ~~June~~September 30, 2022. Operating expenses include $23,~~682~~247,~~679~~680 and $58,~~125~~185,~~250~~500 in stock based compensation for the ~~six~~nine month periods ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, respectively. Excluding stock base compensation, operating expenses were $12,~~302~~641,~~531~~965 and $~~528~~997,~~691~~203, respectively, for the periods ended ~~June~~September 30, 2023 and 2022. The increase in the 2023 period is attributable to the addition to expenses associated of new lines of business during the 2023 period.

Net (Loss) Income

As a result of the foregoing we recorded a loss of $(34,~~617~~569,~~675)~~957 or $(0.1006) per share from continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to an operating loss of $(69,~~352~~806,~~264)~~777 or $(0.1116) per share from continuing operations for the ~~six~~nine months ended ~~June~~September 30, 2022.

Liquidity and Capital Resources

As of ~~June~~September 30, 2023 our cash balance was $~~143~~195,~~796~~803.

Cash used in operating activities was $~~(628~~882,~~977)~~670 for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to $~~(728~~1,~~151)~~297,380 of cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2022. The decrease in cash used in operating activities is attributable to an improvement in profitability net of non-cash stock -based compensation in the 2023 period compared to the 2022 period, and due to an increase in net operating assets and liabilities.

Cash flows used in investing activities was $(49,289) and $~~(319~~410,~~266)~~312, respectively for the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, respectively due to the purchase of fixed assets during the 2022 period.

Cash flows from financing activities was $~~698~~1,~~000~~003,700 during the ~~six~~nine months ended ~~June~~September 30, 2023 compared to $1,~~525~~560,000 during the ~~six~~nine months ended ~~June~~September 30, 2022. During the 2023 period the Company received proceeds of $~~373~~423,000 from its line of credit, $255,000 from the sale of a building,$255,700 in related party loans and $70,000 in proceeds from the sale of common stock, compared to $1,~~525~~560,000 from the sale of common stock in the 2022 period.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve~~-month~~ ~~period~~months following the date of these condensed financial statements. On a basis, we have incurred significant operating losses since inception. The Company’s independent auditor has indicated substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. If we cannot obtain the needed funds, we may be forced to reduce or cease our activities with a consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these condensed financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare our condensed financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 2. to our unaudited condensed financial statements contained herein.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are an emerging growth company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Secretary/Treasurer (Chief Financial Officer), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rule 13(a)-15(e). Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of ~~June~~September 30, 2023, our disclosure controls and procedures are not effective.

Management has identified the following material weaknesses in our internal control over financial reporting:

Management has concluded that there is a material weakness due to the control environment. The control environment is impacted due to the company’s inadequate segregation of duties, including information technology control activities.

Since the assessment of the effectiveness of our internal control over financial reporting did identify material weaknesses, management considers its internal control over financial reporting to be ineffective.

In an effort to remediate the identified material weakness and enhance our internal control over financial reporting, we have hired additional personnel to help ensure that we are able to properly implement internal control procedures.

Management believes that the material weakness set forth above did not have an effect on our financial results.

Changes in Internal Control over Financial Reporting

None

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

For a discussion of legal proceedings, see “– Legal Proceedings” in Note 8 to the ~~Consolidated~~ Condensed Consolidated Financial Statements in Part I, Item 1 of this report, which section is incorporated by reference herein.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company had the following common stock transactions:

Issuance of 56,~~365~~495,357 shares for services valued at $23,~~682~~247,~~679~~680.

Issuance of 140,000 shares in private placements valued at $70,000.

These issuances were exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On April 21, 2023, the Company’s board of directors adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to its officers, directors, and employees. A copy of the Code of Ethics is filed as Exhibit 14.1 to this Quarterly Report.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith)

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (filed herewith)

32.1		Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith)

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	YO-HEALTH, INC.
Date: February 12, 2024	By:	/s/ Peter Thawnghmung
Date: March 18, 2024	By:	/s/ Peter Thawnghmung
	Name:	Peter Thawnghmung, CEO
	Title:	Chief Financial Officer, President,Secretary and Treasurer (Principal Executive Officer andPrincipal Financial and Accounting Officer)

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