10-Q - FGNV - Equibles

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

Forthe Quarterly Period Ended ### June 30, 2025

☐

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	81-4635390
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

6280Mission Blvd Unit 205

JurupaValley, CA 92509

(Addressof principal executive offices)

(626)986-4566

(Registrant’stelephone number, including area code)

N/A

( Former name, former address and former fiscal year, if changed since last report)

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Not<br> applicable	Not<br> applicable	Not<br> applicable

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<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☐	Smaller<br> reporting company ☒
	Emerging<br> 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 Act). Yes ☐ No ☒

The

number of shares of Common Stock, $0.0001 par value of the registrant outstanding at August 14, 2025, was 50,389,011.

FORGE

INNOVATION DEVELOPMENT CORP.

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2025

TABLE

OF CONTENTS

	PAGE
Note about Forward-Looking Statements	1
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:	1
Consolidated Balance Sheets, June 30, 2025 (unaudited) and December 31, 2024	2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	3
Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2025 and 2024	4
Consolidated Statements of Changes in Equity (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4. Controls and Procedures	14
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	16
SIGNATURES	17
EXHIBIT INDEX	18

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NOTE

ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “Forge,” “Company,” “we,” “us,” and “our” in this document refer to Forge Innovation Development Corp., a Nevada corporation.

PART

I – FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

FORGE

INNOVATION DEVELOPMENT CORP.

INDEX

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, June 30, 2025 (unaudited) and December 31, 2024	2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	3
Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2025 and 2024	4
Consolidated Statements of Changes in Equity (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

			December 31,<br> <br>2024
ASSETS
CURRENT ASSETS
Cash	52,282		$	32,403
Rent receivables	154,821			147,740
Prepaid expense and other current assets	52,494			20,126
Total Current Assets	259,597			200,269
NONCURRENT ASSETS
Property and equipment, net	36,311			47,320
Real estate investments, net	7,823,829			7,967,609
Total Non-Current Assets	7,860,140			8,014,929
TOTAL ASSETS	8,119,737		$	8,215,198
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	313,183		$	278,906
Due to related parties	600,365			536,565
Unearned revenue	12,688			15,127
Rent payable, current	52,353			45,294
Loan payables, current	610,552			498,888
Total Current Liabilities	1,589,141			1,374,780
Security deposits payable	168,809			168,810
Rent payable	-			11,765
Long term portion of Chase auto loan	16,098			20,123
Long term portion of SBA loan	12,729			10,846
Long term portion of property tax payable	87,926			-
Commercial loan	4,830,496			4,870,868
TOTAL LIABILITIES	6,705,199			6,457,192
COMMITMENTS AND CONTINGENCIES	-			-
EQUITY
Preferred stock, .0001 par value, 50,000,000 shares authorized; no share issued and outstanding	-			-
Common stock, .0001 par value, 200,000,000 shares authorized, 50,389,011 shares issued and outstanding	5,039			5,039
Additional paid-in capital	4,806,201			4,806,201
Accumulated deficit	(3,936,461	)		(3,754,427	)
Total Forge Stockholders’ Equity	874,779			1,056,813
Noncontrolling interests	539,759			701,193
Total Equity	1,414,538			1,758,006
TOTAL LIABILITIES AND EQUITY	8,119,737		$	8,215,198

All values are in US Dollars.

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended <br> June 30,						For the Six Months Ended <br> June 30,
	2025			2024			2025			2024
Revenues
Property management income from related parties	$	12,000		$	-		$	12,000		$	-
Rent income		181,275			175,899			356,475			312,118
Total revenues		193,275			175,899			368,475			312,118
Operating Expenses
Professional expenses		47,500			17,000			67,090			32,000
Depreciation expense		77,394			78,166			154,789			156,527
Share-based compensation		-			434,958			-			928,986
Selling, general and administrative expenses		87,507			107,795			269,649			173,885
Property operating		11,275			41,482			39,305			77,630
Total operating expenses		223,676			679,401			530,833			1,369,028
Other income (expenses):
Interest expense and loan fee, net		(92,008	)		(187,088	)		(183,210	)		(318,102	)
Other income, net		1,050			1,219			2,100			5,432
Total other expense, net		(90,958	)		(185,869	)		(181,110	)		(312,670	)
Net loss before income tax		(121,359	)		(689,371	)		(343,468	)		(1,369,580	)
Net loss	$	(121,359	)	$	(689,371	)	$	(343,468	)	$	(1,369,580	)
Net loss attributable to non-controlling interests in a subsidiary		(60,098	)		(102,188	)		(161,434	)		(198,059	)
Net loss attributable to common stockholders	$	(61,261	)	$	(587,183	)	$	(182,034	)	$	(1,171,521	)
Weighted average shares outstanding:
Basic and diluted		50,389,011			50,389,011			50,389,011			50,389,011
Earnings per share:
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the six months ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(343,468	)	$	(1,369,580	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation expense		154,789			156,527
Interest expense		183,210			-
Reserve for other current asset		98,501			-
Expense paid by a related party on behalf of the Company		-			13,570
Share-based compensation		-			928,986
Accrued interest		-			40,000
Change in operating assets and liabilities:
Account receivable		(7,081	)		(13,219	)
Prepaid expense and other current assets		(130,869	)		39,980
Accounts payable and accrued liabilities		122,203			(17,703	)
Unearned revenue		(2,439	)		(1,961	)
Rent Payable		(4,706	)		-
Other current liabilities and other liabilities		-			(11,765	)
Security deposit payable		-			20,000
Net cash provided by (used in) operating activities		70,140			(215,165	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(5,377	)
Net cash used in investing activities		-			(5,377	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of commercial and SBA loans		(115,944	)		(4,375,499	)
Proceeds from commercial loan		1,883			5,030,000
Repayment to related parties		-			(536,000	)
Advance from related parties		63,800			143,934
Net cash (used in) provided by financing activities		(50,261	)		262,435
Net increase in Cash		19,879			41,893
Cash at beginning of period:		32,403			4,892
Cash at end of period:	$	52,282		$	46,785
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Interest paid	$	91,673		$	206,042
Income taxes paid	$	-		$	-

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED

STATEMENTS OF CHANGES IN EQUITY

	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Noncontrolling interests			Total<br> <br>Equity
Balance, March 31, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,875,200	)	$	599,857		$	1,535,897
Net loss		-		-		-		(61,261	)		(60,098	)		(121,359	)
Balance, June 30, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,936,461	)	$	539,759		$	1,414,538
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Noncontrolling interests			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, January 1, 2025		50,389,011	$	5,039	$	4,806,201	$	(3,754,427	)	$	701,193		$	1,758,006
Net loss		-		-		-		(182,034	)		(161,434	)		(343,468	)
Balance, June 30, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,936,461	)	$	539,759		$	1,414,538
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Noncontrolling interests			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, March 31, 2024 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,070,272	)	$	897,242		$	2,638,210
Net loss		-		-		-		(587,183	)		(102,188	)		(689,371	)
Balance, June 30, 2024 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,657,455	)	$	795,054		$	1,948,839
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Noncontrolling interests			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, January 1, 2024		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Balance		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Net loss		-		-		-		(1,171,521	)		(198,059	)		(1,369,580	)
Balance, June 30, 2024		50,389,011	$	5,039	$	4,806,201	$	(3,657,455	)	$	795,054		$	1,948,839
Balance		50,389,011	$	5,039	$	4,806,201	$	(3,657,455	)	$	795,054		$	1,948,839

The

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

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Forge

Innovation Development Corp. and Subsidiary

Notes

to the condensed consolidated financial statements

Note1 - Organization and Description of Business

Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, 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, Forge amended its Articles of Incorporation in the State of Nevada to change the Company Predecessor’s name to Forge Innovation Development Corp. Our current principle executive office is located at 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509. The Company’s main business focuses 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”.

On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of June 30, 2025, we have not generated any income from the subsidiary due to our business strategy adjustment.

On

March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

A

relative of the President of the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

Note2 - Summary of Significant Accounting Policies

The accompanying unaudited consolidated 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.

Useof Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Actual results could differ from those estimates.

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RevenueRecognition

On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services.

Revenue streams that are scoped into ASU 2014-09 include:

Propertymanagement services

The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard.

Rentalincome

The Company’s rental income, which is derived primarily from lease contracts through Legend LP, includes rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the non-cancelable term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. In addition to base rent, the Company’s lease agreements generally require tenants to pay or reimburse the Company for all property operating expenses, which primarily reflect insurance costs and real estate taxes incurred by the Company and subsequently reimbursed by the tenant. However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by the Company. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on several factors including, but not limited to:

● whether the lease stipulates how and on what a tenant improvement allowance may be spent.

● whether the tenant or landlord retains legal title to the improvements at the end of the lease term.

● whether the tenant improvements are unique to the tenant or general-purpose in nature; and

● whether the tenant improvements are expected to have any residual value at the end of the lease.

Pursuant

to the lease agreements, the Company receives security deposits which will be refunded or applied as final payments as outlined in the agreements. Such security deposits are recorded as liabilities for the Company on the consolidated balance sheet. As of June 30, 2025 and December 31, 2024, security deposits totaled $168,809 and $168,810, respectively.

BusinessCombination

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration is recorded as gain on bargain purchase included in other income on the consolidated statement of operations.

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Non-controllingInterests

Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.

AccountingStandards Issued Recently Adopted

SegmentReporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and are effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU No. 2023-07 has no impact on its financial position and results of operations.

AccountingStandards Issued but Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting the new disclosure requirements.

Note3 - Going Concern

The

accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $3,936,461 as of June 30, 2025. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to the Company and ultimately achieving profitable operations. Management believes that the Company’s business plan provides it with an opportunity to continue as a going concern. However, management cannot provide assurance that the Company will meet its objectives and be able to continue in operation.

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The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of Forge Innovation Development Corp. to continue as a going concern.

Note4 – Property and equipment, net

Schedule of Property and Equipment Net

	June 30, <br> 2025			December 31, 2024
Furniture	$	26,773		$	26,773
Equipment		13,696			13,696
Vehicle		59,406			59,406
Computers		38,907			38,907
Total property and equipment		138,782			138,782
Less: accumulated depreciation		(102,471	)		(91,462	)
Property and equipment, net	$	36,311		$	47,320

For

the three months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $5,504 and $5,006, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $11,009 and $10,207, respectively.

Note5 – Real Estate Investments

On

March 24, 2023, the Company acquired 51% of partnership interest of Legend LP from Legend LLC, for issuance of 1,967,143 common stocks of the Company, with a total fair value of $1,377,000. Legend LP owns 100% of Mission Marketplace – a real estate property: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

Schedule of Real Estate Investments

	June 30, 2025			December 31, 2024
Commercial building	$	7,026,233		$	7,026,233
Tenant improvements		1,074,000			1,074,000
Construction in progress		484,000			484,000
Land		527,000			527,000
Total real estate investments, at cost		9,111,233			9,111,233
Less: accumulated depreciation		(1,287,404	)		(1,143,624	)
Total real estate investments, net	$	7,823,829		$	7,967,609

For

the three months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $71,890 and $73,160 for real estate investments, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $143,780 and $146,320 for real estate investments, respectively.

Note6 - Concentration of Risk

The

Company maintains cash in two accounts within two local commercial banks located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. On June 30, 2025 and December 31, 2024, the cash balances were fully insured.

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For the three months ended June 30, 2025, the Company generated revenue of 37% and 17% from two top unrelated customers, respectively. For the three months ended June 30, 2024, the Company generated revenue of 40% and 15% from two top unrelated customers. For the six months ended June 30, 2025, Company generated revenue of 38% and 18% from two top unrelated customers, respectively. For the six months ended June 30, 2024, the Company generated revenue of 45% from an unrelated customer. As of June 30, 2025, accounts receivable from the largest customers accounted for 57% of the total accounts receivable, respectively. As of December 31, 2024, accounts receivable from the largest customer accounted for 64% of the total accounts receivable.

Note7 - 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 six months ended June 30, 2025 and 2024, the Company has incurred a net loss before tax of $343,468 and a net loss before tax of $1,369,580, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of June 30, 2025 and December 31, 2024, deferred tax assets resulted from NOLs of approximately $958,660 and $919,037, respectively, which were fully off-set by valuation allowance reserved.

Note8 - Related Party Transactions

As of June 30, 2025 and December 31, 2024, the amounts due to related parties consisted of the following:

Schedule of Amounts Due to Related Parties

Party	Nature of relationship	June 30, <br> 2025		December 31,<br> <br>2024
Patrick Liang (“Patrick”)	Chief Executive Officer	$	8,510	$	5,210
Hua Guo	Officer		164,154		103,654
Glory Investment International Inc. (“Glory”)	Entity controlled by Mother of CEO		131,500		131,500
Prime Investment International Inc. (“Prime”)	Entity controlled by Mother of CEO		258,971		258,971
University Campus Hotel LP (“University”)	Entity controlled by Mother of CEO		37,230		37,230
Amounts due to related<br> parties		$	600,365	$	536,565

The

amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the six months ended June 30, 2025, proceeds received from these related parties totaled $60,500.

On

July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84,406.12 and the loan amount is $48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from the manufacturer. The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction, we received a $15,000 Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense and unearned revenue to amortize on a straight-line basis over the estimate useful life of four years started on the purchase date. As a result of the trade-in transaction, $6,874 gain on disposal was recognized during the year ended December 31, 2022. During the six months ended June 30, 2025 and 2024, the Company made loan payment of $2,683 and $2,012, respectively.

During

the six months ended June 30, 2025, the Company generated property management income of $3,000 from Glory. Pursuant to the agreement between Glory and the Company, the Company provides consulting service and charge to Glory based on service performed.

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During

the six months ended June 30, 2025, the Company generated property management income of $9,000 from University. Pursuant to the agreement between University and the Company, the Company provides consulting service and charge to Glory based on service performed.

Note9 – Commercial and SBA Loans

Schedule of Commercial and SBA Loans

	June 30,			December 31,
Party	2025			2024
Chase auto loan (Note 8)	$	25,489		$	28,172
SBA Loan (a)		13,695			13,820
Third party entity A (b)		5,044,600			4,972,642
Third party entity B (c)		386,091			386,091
Total commercial loans		5,469,875			5,400,725
Less: current portion		(610,552	)		(498,888	)
Non-current portion	$	4,859,323		$	4,901,837
a.	On<br> July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant<br> to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly<br> including principal and interest in the amount $69. As of June 30, 2025 and December 31, 2024, the current portion of the outstanding<br> loan balances were $966 and $2,974, respectively.
---	---
b.	On<br> April 15, 2024, Legend LP refinanced the mortgage loan of its Property by securing a new promissory note (the “New Note”)<br> in the totaling $5,000,000 from GBC International Bank (“GBC”). The initial interest rate of this New Note stands at<br> 7.375%, determined based on the “Wall Street Journal Prime Rate” (the “Prime Rate”). The Prime Rate is the<br> interest rate published each business day in the money rates section of the Wall Street Journal, currently set at 8.50%, with an<br> additional margin of -1.125 percent points applied, resulting in an initial interest rate of 7.375% of our New Note. The interest<br> rate of the New Note will be using a variable interest rate based on the Prime Rate plus a margin of -1.125 parentage points. However,<br> the interest rate will not fall below 5% throughout the duration of the New Note. The New Note between Legend LP and GBC was completed<br> on April 15, 2024, with the maturity date set for April 5, 2034. During the six months ended June 30, 2025, the Company recognized<br> loan related interest expense of $182,637, and $19,579 of principal amount and $91,100 of interest expenses was paid with cash. As<br> of June 30, 2025, interest payable of $117,883 was presented and included in the loans-current on the consolidated balance sheet .
c.	The<br> Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing<br> and due on demand.

Note10 – Contingencies

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight 48 months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable.

As of December 31, 2024, the Company had rent payable of $57,059, with $45,294 due in one year and $11,765 due after one year. As of June 30, 2025, the Company had rent payable of $52,353, with $52,353 due in one year and $nil due after one year. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

On

July 1,2025 PHBC-II filed a money judgment against the company to claim a total of $104,038 related to the settlement mentioned above. The company intended to defend against all claims. However, given the preliminary stage of the litigation, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action.

Legend LP filed a motion to set aside the receivership on February 28^th^, 2025, and successfully suspending the receivership on March 17, 2025. The Company and Legend LP are currently evaluating the impacts of the receivership and may bring up a lawsuit to against the plaintiff of receivership. The rents for the period from January through March 2025 were collected by the Receiver and will be returned to Legend LP, subject to any amount that may have been spent. The Receiver is still in the process of finalizing the accounting. As of the reporting date, we have not yet received any funds or reports from the receiver. Further details will be provided once the receiver’s report is made available.

On March 3, 2025, Plaintiff Xinyi Guo initiated legal proceedings against Defendant Legend International Investment LP. As of June 30, 2025, the Defendant has not yet been formally served with the complaint; therefore, the specific allegations and claims set forth by the Plaintiff are currently unavailable.

During the six-month period ended June 30, 2025, the Company noted it has been named as a secondary defendant in a lawsuit filed by Bloomage Beverly Hills Investment Inc. The primary claims in the case are directed at the Company’s related party, Hua Guo, and the Company has not been directly served. Management, after consultation with legal counsel, believes the allegations against the Company are without merit and is seeking dismissal. At this time, no trial date has been set, and management cannot reasonably estimate the likelihood or potential impact of this matter.

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Item2. Management’s Discussion and Analysis and Plan of Operation

ThisForm 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of generaleconomic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysisof our financial condition and results of operations should be read together with the consolidated financial statements and accompanyingnotes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicableSecurities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Overview

Forge Innovation Development Corp. 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 getting involved in protracted negotiations, the Company sold the property to an independent third party for a profit.

On March 24, 2024, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

A relative of the President of the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

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Resultsof Operation for the three months ended June 30, 2025 and 2024

For the three months ended June 30, 2025, we had total rental income of $181,275, as compared to $175,899 for the three months ended June 30, 2024, an increase of $5,376, or 3%, respectively

For the three months ended June 30, 2025, we had total management income from related parties of $12,000, as compared to $nil for the three months ended June 30, 2024, respectively

During the three months ended June 30, 2025 and 2024, the Company incurred general and administrative expenses of $87,507 and $107,795, respectively. During the same period of 2025 and 2024, our depreciation expense decreased from $78,166 to $77,393, and the property operating expense decreased from $41,842 to 11,275, respectively.

During the three months ended June 30, 2025 and 2024, the Company had interest expense and other, net of $92,008 and $187,088, respectively.

During the three months ended June 30, 2025 and 2024, the Company had share-based compensation of $nil and $434,958, respectively.

Resultsof Operation for the six months ended June 30, 2025 and 2024

For the six months ended June 30, 2025, we had total rental income of $356,475, as compared to $312,118 for the six months ended June 30, 2024, an increase of $44,357 or 14%. The increase was mainly due to the increased rentable offices in the year 2025.

For the six months ended June 30, 2025, we had total management income from related parties of $12,000, as compared to $nil for the six months ended June 30, 2024, respectively

During the six months ended June 30, 2025 and 2024, the Company incurred general and administrative expenses of $269,649 and $173,885, respectively. During the same period of 2025 and 2024, the depreciation expense of $154,789 and $156,527, and property operating expense of $39,305 and $77,630, respectively.

During the six months ended June 30, 2025 and 2024, the Company had interest expense and other, net of $183,210 and $318,102, respectively.

During the six months ended June 30, 2025 and 2024, the Company had share-based compensation of $nil and $928,986, respectively.

Equityand Capital Resources

We have incurred losses since inception of our business in 2016 with an accumulated deficit of $3,936,461. As of June 30, 2025, we had cash of $52,282 and a negative working capital of $1,329,544, compared to cash of $32,403 and a negative working capital of $1,174,511 as of December 31, 2024. The increase in the working capital deficiency was primarily due to cash used to pay for operating expenses and loans and interest of Legend.

GoingConcern Assessment

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations and execute the business plan of the Company in order to meet its operating needs on a timely basis. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

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The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Off-BalanceSheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CriticalAccounting Policies

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated 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 audited consolidated financial statements appearing elsewhere in this report. 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.

Item3. 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.

Item4. Controls and Procedures.

Evaluationof 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.

Changesin 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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings.

Except as set forth below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our Company.

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2024 to April 18, 2024, and then again rescheduled to June 14, 2024. On July 14, 2024, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the year ended December 31, 2024, the Company recognized settlement loss of $30,883 which is included in other income (expense), net on the consolidated statement of operations. As of December 31, 2024, the Company had $80,588 in rent payable to PHBC-II, with $40,588 due in one year and $40,000 due after one year. As of June 30, 2025, the Company had rent payable of $52,353, with $52,353 due in one year and $nil due after one year.

Item1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None.

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Item6. Exhibits.

Exhibit<br><br> <br>Number	Description of Exhibit
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL<br> Instance Document
101.SCH	Inline XBRL<br> Taxonomy Extension Schema Document
101.CAL	Inline XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL<br> Taxonomy Extension Presentation Linkbase Document
104*	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

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:<br> August<br> 19, 2025	/s/ Patrick Liang
	Patrick<br> Liang
	Chief<br> Executive Officer
Date:<br> August<br> 19, 2025	/s/ Patrick Liang
	Patrick<br> Liang
	Chief<br> Financial Officer

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EXHIBIT

INDEX

Exhibit<br><br> <br>Number	Description of Exhibit
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline XBRL<br> Taxonomy Extension Schema Document
101.CAL	Inline XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL<br> Taxonomy Extension Presentation Linkbase Document
104*	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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EXHIBIT31.1

CERTIFICATION

I, Patrick Liang, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Forge Innovation Development Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated<br> financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
/s/ Patrick Liang
---
Patrick<br> Liang
Chief<br> Executive Officer and President<br><br> <br>(Principle<br> Executive Officer)
August<br> 19, 2025

EXHIBIT31.2

CERTIFICATION

I, Patrick Liang, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Forge Innovation Development Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated<br> financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
c.	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
/s/ Patrick Liang
---
Patrick<br> Liang
Chief<br> Financial Officer<br><br> <br>(Principle<br> Financial Officer)<br><br> <br>(Principle<br> Accounting Officer)
August<br> 19, 2025

EXHIBIT32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANTTO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2025 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<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Patrick Liang
---
Patrick<br> Liang
Chief<br> Executive Officer and President<br><br> <br>(Principle<br> Executive Officer)
August<br> 19, 2025
/s/ Patrick Liang
Patrick<br> Liang
Chief<br> Financial Officer<br><br> <br>(Principle<br> Financial Officer)<br><br> <br>(Principle<br> Accounting Officer)
August<br> 19, 2025