Forge Innovation Development Corp 10-Q for FY2020 Q1
Forge Innovation Development Corp. (FGNV)
About this 10-Q
Forge Innovation Development Corp filed this 10-Q on May 13, 2020, covering the quarter ended March 31, 2020 (FY2020 Q1).
Headline figures
Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9000
- unchanged from $9000 a year earlier
- Net loss
- $76.12K
- compared with a net loss of $68.42K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 333-218248
FORGE INNOVATION DEVELOPMENT CORP.
(Exact name of small business issuer as specified in its charter)
| NEVADA | 6552 | 81-4635390 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
17800 Castleton Street, Suite 583
City of Industry, CA 91748
(Address of principal executive offices)
(626) 986-4566
(Registrant’s telephone number, including area code)
( Former name, former address and former fiscal year, if changed since last report)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | FGNV | OTC Markets Group |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares of Common Stock, $0.0001 par value, of the registrant outstanding at May 13, 2020, was 45,621,868.
FORGE INNOVATION DEVELOPMENT CORP.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2020
TABLE OF CONTENTS
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FRORGE INNOVATION DEVELOPMENT CORP.
INDEX TO CONDENSED FINANCIAL STATEMENTS
1
FORGE INNOVATION DEVELOPMENT CORP.
CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 396,866 | $ | 366,270 | ||||
| Note receivable | - | 110,000 | ||||||
| Prepaid expense and other current assets | 11,000 | 8,000 | ||||||
| Total Current Assets | 407,866 | 484,270 | ||||||
| NONCURRENT ASSET | ||||||||
| Operating lease right-of-use assets | 107,589 | 122,122 | ||||||
| Property and equipment, net | 31,950 | 34,395 | ||||||
| Rent deposit | 13,953 | 13,953 | ||||||
| Total Non-Current Assets | 153,492 | 170,470 | ||||||
| TOTAL ASSETS | $ | 561,358 | $ | 654,740 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Other current liability | $ | 2,040 | $ | 4,774 | ||||
| Operating lease liabilities | 60,783 | 59,313 | ||||||
| Total Current Liabilities | 62,823 | 64,087 | ||||||
| Long term portion of operating lease liabilities | 49,322 | 65,317 | ||||||
| TOTAL LIABILITIES | 112,145 | 129,404 | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock ($.0001 par value, 50,000,000 shares authorized; no share issued and outstanding as of March 31, 2020 and December 31, 2019) | - | - | ||||||
| Common stock ($.0001 par value, 200,000,000 shares authorized, 45,621,868 shares issued and outstanding as of March 31, 2020 and December 31, 2019) | 4,562 | 4,562 | ||||||
| Additional Paid-in Capital | 1,469,678 | 1,469,678 | ||||||
| Accumulated Deficit | (1,025,027 | ) | (948,904 | ) | ||||
| Total Stockholders’ Equity | 449,213 | 525,336 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 561,358 | $ | 654,740 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
FORGE INNOVATION DEVELOPMENT CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Revenue | $ | 9,000 | $ | 9,000 | ||||
| Cost of revenue | - | - | ||||||
| Gross Profit | 9,000 | 9,000 | ||||||
| Operating Expenses | ||||||||
| Consulting Expenses | 18,000 | 18,010 | ||||||
| Other Selling, General and Administrative Expenses | 67,123 | 59,159 | ||||||
| Total Operating Expenses | 85,123 | 77,169 | ||||||
| Other income | - | 550 | ||||||
| Loss before income taxes | (76,123 | ) | (67,619 | ) | ||||
| Income taxes | - | 800 | ||||||
| Net loss | $ | (76,123 | ) | $ | (68,419 | ) | ||
| Net loss per common share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | 45,621,868 | 45,621,868 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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FORGE INNOVATION DEVELOPMENT CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (76,123 | ) | $ | (68,419 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization of ROU | 8 | 627 | ||||||
| Depreciation expense | 2,445 | 1,874 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expense | (3,000 | ) | - | |||||
| Account receivable | - | 3,000 | ||||||
| Other current liability | (2,734 | ) | 4,403 | |||||
| Net cash provided by (used in) operating activities | (79,404 | ) | (58,515 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Note receivable | 110,000 | - | ||||||
| Purchase of property and equipment | - | (4,781 | ) | |||||
| Net cash provided by (used in) investing activities | 110,000 | (4,781 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net cash provided by financing activities | - | - | ||||||
| Net Increase (decrease) in Cash | 30,596 | (63,296 | ) | |||||
| Cash at beginning of period: | 366,270 | 653,142 | ||||||
| Cash at end of period: | $ | 396,866 | $ | 589,846 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | 800 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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FORGE INNOVATION DEVELOPMENT CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
| Number of Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||
| Balance, January 1, 2019 | 45,621,868 | $ | 4,562 | $ | 1,469,678 | $ | (665,516 | ) | $ | 808,724 | ||||||||||
| Net loss | (68,419 | ) | (68,419 | ) | ||||||||||||||||
| Balance, March 31, 2019 | 45,621,868 | $ | 4,562 | $ | 1,469,678 | $ | (733,935 | ) | $ | 740,305 | ||||||||||
| Number of Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||
| Balance, January 1, 2020 | 45,621,868 | $ | 4,562 | $ | 1,469,678 | $ | (948,904 | ) | $ | 808,110 | ||||||||||
| Net loss | (76,123 | ) | (76,123 | ) | ||||||||||||||||
| Balance, March 31, 2020 | 45,621,868 | $ | 4,562 | $ | 1,469,678 | $ | (1,025,027 | ) | $ | 449,213 | ||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Forge Innovation Development Corp.
Notes to the unaudited financial statements
Note 1 - Organization and Description of Business
Forge Innovation Development Corp., or the “Company”, was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go enterprises, LLC (the “Company Predecessor”). On November 3, 2016, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change the Company’s name to Forge Innovation Development Corp. Our current principle executive office is located at 17800 Castleton Street, Suite 583 City of Industry, CA 91748. Tel: 626-986-4566. The Company’s main business will be focus on real estate development, land purchasing and selling and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. 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 interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, (FASB ASC Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments.
In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on its financial position and results of operations.
The management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
Liquidity
As of March 31, 2020, the Company’s principal sources of liquidity consisted of approximately $400,000 of cash, and future cash generated from operations. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for at least one year from the date of the issuance of the accompanying financial statements. The Company continues to control its cash expenses. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.
Note 3 - Income Taxes
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.
For the three months ended March 31, 2020 and 2019, the Company has incurred a net loss of $76,123 and $68,419 which resulted in a net operating loss for income tax purposes. NOLs begin expiring in 2036. At March 31, 2020 and December 31, 2019, the loss results in a deferred tax assets of approximately $275,437 and $252,722 at the tax rate of 21%. The deferred tax asset has been off-set by an equal valuation allowance.
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Note 4 - Concentration of Risk
The Company maintains cash in one account within one local commercial bank located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. At March 31, 2020 and December 31, 2019, uninsured cash balances were $157,795 and $116,174, respectively.
For the three months ended March 31, 2020 and 2019, the Company’s revenue generated from one customer in the amount of $9,000 and $9,000, respectively. At March 31, 2020 and December 31, 2019, the Company had $3,000 and $Nil accounts receivable from the customer, respectively.
Note 5 - Related Party Transactions
During the three months ended March 31, 2020 and 2019, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $Nil and $5,805, respectively. At March 31, 2020 and December 31, 2019, the Company had balance of due to Mr. Liang in the amount of $Nil.
Note 6 - Notes Receivable
On March 17, 2017, the Company entered into a Land Transaction Agreement with Steven Zhi Qin, a third party individual. Pursuant to the agreement, the Company sold the undeveloped land located in Desert Hot Spring with value of $283,333, to Steven Zhi Qin in exchange for a Promissory Note in the amount of $310,000. The Promissory Note is secured by a Deed of Trust to Chicago Title Company, a California corporation and an independent institution insuring the Company’s collection right, and was due on March 17, 2018, with interest at the rate of 2% per annum, payable in monthly installment of interest only, in the amount of $517. The Promissory Note also applies to Steven Zhi Qin’s personal property located at 1715 East Cortez Street, West Covina, CA 91791 as additional collateral, of which a lien will be recorded against said property. On March 6, 2018, the Company reached an agreement with Steven Zhi Qin, pursuant to which the Company agreed and approved the amendment of the Promissory Note to extend maturity date to March 17, 2019. On March 12, 2019, the Company reached another agreement with Steven Zhi Qin, pursuant to which the Company agreed and approved amendment of the Promissory Note to extend maturity date to June 30, 2019. On June 26, 2019, the Company reached the third amendment with Steven Zhi Qi, pursuant to which the Company agreed and approved amendment of the Promissory Note to extend maturity date to September 30, 2019, and the remaining $110,000 will be due on September 30, 2019. On September 30, 2019, the Company reached the fourth amendment with Steven Zhi Qi, pursuant to which the Company agreed and approved amendment of the Promissory Note to extend maturity date to December 31, 2019, and the remaining $110,000 was due on December 31, 2019. On March 12, 2020, the Company received the note in the amount of $110,000.
For the three months ended March 31, 2020 and 2019, total interest income was $0and $550, respectively.
Note 7 - Leases
The Company has operating lease for its lease’s office space from a third party. We determined if an arrangement is a lease inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of identified asset for a period of time. The contact provides us the right to substantially all the economic benefits from the use of the identified asset and the right to direct use of the identified asset, we consider it to be, or contain, a lease.
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Leases is classified as operating at inception of the lease. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term as of the commencement date. Because our leases do not provide an explicit or implicit rate of return, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 5.5%. Lease expense for these leases is recognized on a straight-line basis over the lease term.
Our leases do not contain any residual value guarantees or material restrictive covenants. Leases with a lease term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. The remaining term as of March 31, 2020 is 21 months. We currently have no finance leases.
During the three months ended March 31, 2020 and 2019, cash paid for amounts included in the measurement of lease liabilities- operating cash flows from operating lease were $16,098 and 15,480, respectively.
The components of lease expense consist of the following:
| Three Months Ended March 31, | ||||||||||
| Classification | 2020 | 2019 | ||||||||
| Operating lease cost | G&A expense | $ | 16,107 | $ | 16,107 | |||||
| Net lease cost | $ | 16,107 | $ | 16,107 | ||||||
Balance sheet information related to leases consists of the following:
| Classification | March 31, 2020 | December 31, 2019 | ||||||||
| Assets | ||||||||||
| Operating lease ROU assets | Right-of-use assets | $ | 107,589 | $ | 122,122 | |||||
| Total leased assets | $ | 107,589 | $ | 122,112 | ||||||
| Liabilities | ||||||||||
| Current portion | ||||||||||
| Operating lease liabilities | Current maturities of operating lease liabilities | $ | 60,783 | $ | 59,313 | |||||
| Non-current portion | ||||||||||
| Operating lease liabilities | Long-term portion of operating lease liabilities | 49,322 | 65,317 | |||||||
| Total lease liabilities | $ | 110,105 | $ | 124,630 | ||||||
| Weighted average remaining lease term | ||||||||||
| Operating leases | 1.8 | 2.0 | ||||||||
| Weighted average discount rate | ||||||||||
| Operating leases | 5.5 | % | 5.5 | % | ||||||
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Cash flow information related to leases consists of the following:
| Three Months Ended March 31, |
||||||||
| 2020 | 2019 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | 14,526 | $ | 13,159 | ||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Operating leases | 14,534 | 13,786 | ||||||
Future minimum lease payment under non-cancellable lease as of March 31, 2020 are as follows:
| Ending December 31, | Operating Leases | |||
| 2020 | $ | 48,294 | ||
| 2021 | 66,972 | |||
| 2022 | - | |||
| 2023 | - | |||
| Total lease payments | 115,266 | |||
| Less: Interest | (5,161 | ) | ||
| Present value of lease liabilities | $ | 110,105 | ||
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Note 8 - Subsequent Event
On April 15, 2020, the Company got a Promissory Note (the “Note”) in the amount of $19,400 approved from the Paycheck Protection Program (the “PPP Loan”) through East West Bank (the “Lender”). The PPP is a loan program of U.S. Small Business Administration (the “SBA”) designated to provide a direct incentive for small business to keep their workers on the payroll due to the Covid-19 crisis. The interest rate on this Note is a fixed rate of 1.00% per annum. The Company will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on that date that is two years after the date of this Note (“Maturity Date”). In addition, the Company will pay regular monthly payments in an amount equal to one month’s accrued interest commencing on that date that is seven months after the date of this Note, with all subsequent interest payments to be due on the same day of each month after that. All interest which accrues during the initial six months of the loan period will be deferred to and payable on the Maturity Date. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal.
According to SBA’s PPP description, the PPP loan will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities (due to likely high subscription, at least 75% of the forgiven amount must have been used for payroll). Loan payments will also be deferred for six months. No collateral or personal guarantees are required. Neither the government nor lenders will charge small businesses any fees. Forgiveness is based on the employer maintaining or quickly rehiring employees and maintaining salary levels. Forgiveness will be reduced if full-time headcount declines, or if salaries and wages decrease.
The Company received the amount of $19,400 from East West Bank on April 16, 2020.
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Item 2. Management’s Discussion and Analysis or Plan of Operation
This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Overview
The Company is a development stage company and was incorporated in the State of Nevada in January 2016. The Company’s primary objective is commercial and residential land development, including the purchase and sale of real estate, targeting properties primarily in Southern California. We also intend to manage properties we own and properties owned by unaffiliated third parties. Our activities will include securing acquisition rights to properties, obtaining zoning and other entitlements for the properties, securing financing for purchase of the properties, improving the properties’ infrastructure and amenities and selling the properties to homeowner and commercial owners for restaurants, offices and small businesses. Our first property acquisition was 29 acres in the city of Desert Hot Springs in Southern California. Due to problems with permits and adjacent landowners, rather than get involved in protracted negotiations, the Company sold the property to an independent third party for a profit.
Results of Operation for the three months ended March 31, 2020 and 2019
During the three months ended March 31, 2020 and 2019, the Company generated $9,000 and $9,000 of revenues. The revenue was generated from property management service. The corresponding cost of revenue was $0. During the three months ended March 31, 2020 and 2019, the Company incurred general and administrative expenses of $85,123 and $77,169, respectively. The increase was mainly due to the increase in payroll expense that we recruited one employee on January 2020. For the three months ended March 31, 2020 and 2019, our net loss was $76,123 and $68,419, respectively. The increase in net loss was mainly due to the increase in general and administrative expense for the three months ended March 31, 2020, compared to the same period in last year.
Equity and Capital Resources
We have incurred losses since inception of our business in 2016 and, as of March 31, 2020, we had an accumulated deficit of $1,025,027. As of March 31, 2020, we had cash of $396,866 and a working capital of $345,043, compared to cash of $366,270 and a working capital of $420,183 at December 31, 2019. The decrease in the working capital was primarily due to cash used to pay off operating expense.
As of March 31, 2020, the Company’s principal sources of liquidity consisted of approximately $400,000 of cash, and future cash generated from operations. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for at least one year from the date of the issuance of the accompanying financial statements. The Company continues to control its cash expenses. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.
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Off-Balance Sheet Arrangements
Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
| ● | Any obligation under certain guarantee contracts, | |
| ● | Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets, | |
| ● | Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and | |
| ● | Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us. |
We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
Critical Accounting Policies
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this prospectus. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “small reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report on Form 10-Q, our President (principal executive officer) and our Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer each concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective in timely alerting them to material information relating to Forge Innovation Development Corp. required to be included in our Exchange Act filings.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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None.
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable.
None
13
(a) Exhibits.
| Exhibit | Item | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
14
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FORGE INNOVATION DEVELOPMENT CORP. | |
| Date: May 13, 2020 | /s/ Patrick Liang |
| Patrick Liang, President | |
| (Principal Executive Officer) | |
| Date: May 13, 2020 | /s/ Patrick Liang |
| Patrick Liang, Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
15
| Exhibit | Item | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
16
EXHIBIT 31.1
CERTIFICATION
I, Patrick Liang, certify that:
| 1. | I have reviewed this report on Form 10-Q of Forge Innovation Development Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| c. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Patrick Liang | |
| Patrick Liang | |
| President (Principal Executive Officer) | |
| May 13, 2020 |
EXHIBIT 31.2
CERTIFICATION
I, Patrick Liang, certify that:
| 1. | I have reviewed this report on Form 10-Q of Forge Innovation Development Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| c. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Patrick Liang | |
| Patrick Liang | |
| Chief Financial Officer | |
| May 13, 2020 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Patrick Liang | |
| Patrick Liang | |
| President (Principal Executive Officer) | |
| May 13, 2020 | |
| /s/ Patrick Liang | |
| Patrick Liang | |
| Chief Financial Officer | |
| May 13, 2020 |