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 September 30, 2021

☐ 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<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(Primary<br> Standard Industrial<br><br> <br>Classification<br> Code Number)	(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)

( 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<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. ☐

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

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 November 11, 2021, was 45,621,868 .

FORGE

INNOVATION DEVELOPMENT CORP.

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD ENDED September 30, 2021

TABLE

OF CONTENTS

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements:	1
Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	2
Statements of Operations (unaudited) for the Three Months and Nine Months ended September 30, 2021 and 2020	3
Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 2021 and 2020	4
Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months and Nine Months ended September 30, 2021 and 2020	5
Notes to Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
Item 4. Controls and Procedures	12
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibits	14
SIGNATURES	15
EXHIBIT INDEX	16

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PART

ITEM

FINANCIAL STATEMENTS

FRORGE

INNOVATION DEVELOPMENT CORP.

INDEX

TO CONDENSED FINANCIAL STATEMENTS

Balance Sheets, September 30, 2021 (Unaudited) and December 31, 2020	2
Statements of Operations (unaudited), for the Three Months and Nine Months ended September 30, 2021 and 2020	3
Statements of Cash Flows (unaudited), for the Nine Months ended September 30, 2021 and 2020	4
Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months and Nine Months ended September 30, 2021 and 2020	5
Notes to Condensed Financial Statements (unaudited)	6

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FORGE

INNOVATION DEVELOPMENT CORP.

CONDENSED

BALANCE SHEETS

			December 31, 2020

ASSETS
CURRENT ASSETS
Cash	92,904		$	236,586
Account receivable	-			3,000
Other receivable - related party	1,490			1,297
Other current assets	18,193			11,500
Total Current Assets	112,587			252,383
NONCURRENT ASSETS
Operating lease right-of-use assets	16,030			62,773
Property and equipment, net	36,710			24,614
Rent deposit	13,953			13,953
Total Noncurrent Assets	66,693			101,340
TOTAL ASSETS	179,280		$	353,723
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and other payable	2,378		$	27,660
Other payable - related parties	63,285			24,000
Loans, current portion	6,878			116
PPP Loan	-			19,400
Operating lease liabilities	82,994			63,456
Total Current Liabilities	155,535			134,632
Loans, noncurrent	24,688			13,884
TOTAL LIABILITIES	180,223			148,516
COMMITMENTS AND CONTINGENCIES	-
STOCKHOLDERS’ EQUITY:
Preferred stock (.0001 par value, 50,000,000 shares authorized; no share issued and outstanding as of September 30, 2021 and December 31, 2020)	-			-
Common stock (.0001 par value, 200,000,000 shares authorized, 45,621,868 shares issued and outstanding as of September 30, 2021 and December 31, 2020)	4,562			4,562
Additional paid-in capital	1,469,678			1,469,678
Accumulated deficit	(1,475,183	)		(1,269,033	)
Total Stockholders’ (Deficit) Equity	(943	)		205,207
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	179,280		$	353,723

All values are in US Dollars.

The

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

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FORGE

INNOVATION DEVELOPMENT CORP.

CONDENSED

STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended						For the nine months ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Service revenue	$	9,000		$	9,000		$	27,000		$	27,000
Operating Expenses
Consulting Expenses		18,000			18,000			54,000			54,000
Selling, General and Administrative Expenses		67,261			76,933			202,750			212,307
Total Operating Expenses		85,261			94,933			256,750			266,307
Government grants		5,000			-			24,400			-
Income tax expense		-			(800	)		(800	)		(800	)
Net loss	$	(71,261	)	$	(86,733	)	$	(206,150	)	$	(240,107	)
Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		45,621,868			45,621,868			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)

	2021			2020
	For the nine months ended<br><br> September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(206,150	)	$	(240,107	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of ROU		48,321			27
Depreciation expense		10,766			7,336
Forgiveness of PPP loan		(19,400	)		-
Change in operating assets and liabilities:
Prepaid expense and other current assets		(6,693	)		(5,100	)
Accounts receivable		3,000			(3,000	)
Other receivable-Related party		(193	)		-
Other current liabilities		(4,402	)		18,511
Other payable - related party		36,365			-
Net cash used in operating activities		(138,386	)		(222,333	)
CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable		-			110,000
Purchase of property and equipment		(5,019	)		-
Net cash (used in) provided by investing activities		(5,019	)		110,000
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan		(276	)		14,000
Proceed from PPP loan		-			19,400
Net cash (used in) provided by financing activities		(276	)		33,400
Net (decrease) in Cash		(143,682	)		(78,933	)
Cash at beginning of period:		236,586			366,270
Cash at end of period:	$	92,904		$	287,337
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	-		$	-
Income taxes paid	$	800		$	800
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Loan carried through purchase of vehicle	$	22,861		$	-

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 (DEFICIT)

(Unaudited)

	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Total<br> <br>Shareholders’<br> <br>Equity (Deficit)
Balance, January 1, 2021		45,621,868	$	4,562	$	1,469,678	$	(1,269,033	)	$	205,207
Net loss				-		-		(206,150	)		(206,150	)
Balance, September 30, 2021		45,621,868	$	4,562	$	1,469,678	$	(1,475,183	)	$	(943	)
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated <br> Deficit			Total<br> <br>Shareholders’<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, January 1, 2020		45,621,868	$	4,562	$	1,469,678	$	(948,904	)	$	525,336
Net loss				-		-		(240,107	)		(240,107	)
Balance, September 30,<br> 2020		45,621,868	$	4,562	$	1,469,678	$	(1,189,011	)	$	285,229

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

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 filed an amendment to 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. Tel: 626-986-4566. 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. Forge Network Inc is engaged in online retail under the website: http://www.ez2go.us. The website has been formally launched in January 2021.

Note2 - Summary of Significant Accounting Policies

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.

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.

RevenueRecognition

The Company adopted ASU 2014-09 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective approach on January 1, 2018. Under the 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.

Property management 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 under ASC 606.

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Real estate sales: The Company accounts for the sale of real estate assets and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions, other than retail land sales. The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete, and the Company does not have significant continuing involvement.

RecentlyIssued 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, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. 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. The effective date of ASU No. 2016-13 for smaller reporting companies is postponed 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, the recently issued but not yet adopted accounting pronouncements will have a material impact on its financial position results of operations or cash flows.

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 $ 1,475,183 as of September 30, 2021. 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.

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 - 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 nine months ended September 30, 2021 and 2020, the Company has incurred a net loss before tax of $206,150 and $240,107, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of September 30, 2021 and December 31, 2020, deferred tax assets resulted from NOLs of approximately $393,616 and $346,932, which was fully off-set by valuation allowance reserved.

Note5 - 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 September 30, 2021 and December 31, 2020, there was no uninsured cash balances for the Company.

For the nine months ended September 30, 2021 and 2020, the Company’s revenue generated from one customer in the amount of $27,000 and $27,000, respectively. As of September 30, 2021 and December 31, 2020, the Company had $Nil and $3,000 accounts receivable from the customer, respectively.

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Note6 - Related Party Transactions

During

the nine months ended September 30, 2021 and 2020, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $1,702 and $Nil

,

respectively. As of September 30, 2021 and December 31, 2020, the Company had payable balance to Mr. Liang in the amount of $365 and $Nil, respectively.

On

January 4, 2021, the Company purchased a vehicle from Patrick Liang, the President of the Company, for daily business operation, in the amount of $22,861, which equaled to the remaining vehicle loan balance with 7.11% interest rate annum for a period of 41 months and monthly installment of $558. As of September 30, 2021, $6,691 will be due within the next 12 months, out of $17,842 loan balance. The title of the car is under the process of transferring as of September 30, 2021.

During the nine months ended September 30, 2021 and 2020, the Company incurred a $

6,000

monthly professional fee with Speedlight Consulting Services Inc., whose owner has been our director since November 9, 2020, with a total amounts of $54,000 and $54,000, respectively. As of September 30, 2021 and December 31, 2020, the Company had balance of due to Speedlight Consulting Services Inc. in the amount of $48,000 and $24,000, respectively.

Note7 - 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 was 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 was 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 repayment of the note in the amount of $110,000.

Note8 - Lease

The Company has four-year operating lease for its office space with a third party, Puente Hills Business Center II, L.P. (“PHBC-II”), from which the Company vacated on September 29, 2020. 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 contract provides us the right to obtain 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.

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. We currently have no finance leases.

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During the nine months ended September 30, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities- operating cash flows from operating lease were $Nil

and $32,196

,

respectively. As of September 30, 2021 and December 31, 2020, $82,994

and $79,554

lease liability were outstanding under the lease agreement, respectively. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. No judgment has been rendered as of September 30, 2021, and the litigation is in its infancy stage. The Company has retained legal counsel to address the matter.

The components of lease expense consist of the following:

Schedule of Lease Expense

		ThreeMonths Ended September 30,
	Classification	2021		2020
Operating lease cost	G&A expense	$	16,107	$	16,107
Net lease cost		$	16,107	$	16,107
		NineMonths Ended September 30,
---	---	---	---	---	---
	Classification	2021		2020
Operating lease cost	G&A expense	$	48,321	$	48,321
Net lease cost		$	48,321	$	48,321

Balance sheet information related to leases consists of the following:

Schedule of Balance Sheet Information Related to Leases

	Classification	September30, 2021			December31, 2020
Assets
Operating lease ROU assets	Right-of-use assets	$	16,030		$	62,773
Total leased assets		$	16,030		$	62,773
Liabilities
Current portion
Operating lease liabilities	Current maturities of operating lease liabilities	$	82,994		$	63,456
Total lease liabilities		$	82,994		$	63,456
Weighted average remaining lease term
Operating leases			0.25			1.25
Weighted average discount rate
Operating leases			5.5	%		5.5	%

Cash flow information related to leases consists of the following:

Schedule of Cash Flow Information Related to Leases

	2021		2020
	NineMonths Ended September 30,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	-	$	44,178
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		46,742		44,205

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Future minimum lease payment under non-cancellable lease as of September 30, 2021 are as follows:

Schedule of Future Minimum Lease Payment Under Non-cancellable Lease

Ending December 31,	Operating Leases
2021	$	83,070
Less: Interest		(76	)
Present value of lease liabilities	$	82,994

Note9 –Loans

On April 16, 2020, the Company received a Promissory Note (the “Note”) in the amount of $19,400 under the Paycheck Protection Program (the “PPP Loan”) through East West Bank (the “Lender”). The interest rate on this Note is a fixed rate of 1.00% per annum. According to SBA’s PPP Loan 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). 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 submit its application for the forgiveness of the full amount $19,400 PPP Loan and received the approval letter from SBA on March 10, 2021. The Company recognized government grant in the amount of $19,400 for the nine months ended September 30, 2021.

On

July 14, 2020, the Company entered into a loan agreement with The U.S. Small Business Administration (SBA), pursuant to which the Company obtain a loan in the amount of $14,000 with the term of 30

years and at the interest rate of 3.75

%, payable monthly including principal and interest in the amount $69

.

The Company received the loan amount of $14,000

from SBA on July 20, 2020. As of September

30, 2021 and December 31, 2020, the outstanding loan balances were $13,724 nd $13,884, respectively.

On

July 2021, the Company received $5,000 grant through California Relief Program to support eligible small business impacted by COVID-19 and related health and safety restrictions. The grant recognized as other income during the three and nine months ended September 30, 2021.

Note10 – Contingencies

, 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. No judgment has been rendered as of September 30, 2021, and the litigation is in its infancy stage. The Company has retained legal counsel to address the matter and the Court has scheduled the trial date on January 31, 2023.

Note11 - Subsequent Event

The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.

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

This10−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 audited 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.

Resultsof Operation for the three months ended September 30, 2021 and 2020

During the three months ended September 30, 2021 and 2020, the Company generated $9,000 and $9,000 of revenues, respectively; the revenue was generated from property management service. During the three months ended September 30, 2021 and 2020, the Company incurred general and administrative expenses of $85,261 and $94,943, respectively. The decrease was mainly due to the decrease in salary expense. For the three months ended September 30, 2021 and 2020, our net loss was $71,261 and $86,733, respectively. The decrease in net loss was mainly due to the decrease in general and administrative expense for the three months ended September 30, 2021, compared to the same period in last year.

Resultsof Operation for the nine months ended September 30, 2021 and 2020

During the nine months ended September 30, 2021 and 2020, the Company generated $27,000 and $27,000 of revenues, respectively; the revenue was generated from property management service. During the nine months ended September 30, 2021 and 2020, the Company incurred general and administrative expenses of $256,750 and $266,307, respectively. The decrease in general and administrative expenses was mainly due to the decrease in salary expense. For the nine months ended September 30, 2021 and 2020, our net loss was $206,150 and $240,107, respectively. The decrease in net loss was mainly due to the decrease in general and administrative expenses for the nine months ended September 30, 2021, compared to the same period in last year.

Equityand Capital Resources

We have incurred losses since inception of our business in 2016 and, as of September 30, 2021, we had an accumulated deficit of $1,475,183. As of September 30, 2021, we had cash of $92,904 and a working capital deficits of $42,948, compared to cash of $236,586 and a working capital of $117,751 on December 31, 2020. The decrease in the working capital was primarily due to cash used to pay for operating expenses.

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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.

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 “smaller 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 September 30, 2021 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.

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. No judgment has been rendered, and the litigation is in its infancy stage. The Company has retained legal counsel to address the matter.

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.

(a) Exhibits.

Exhibit	Item
31.1*	Certification<br> of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*	Certification<br> of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*	Certification<br> of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema<br> Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation<br> Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition<br> Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase<br> Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation<br> 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> November 12, 2021	/s/ Patrick Liang
	Patrick<br> Liang, President
	(Principal<br> Executive Officer)
Date:<br> November 12, 2021	/s/ Patrick Liang
	Patrick<br> Liang, Chief Financial Officer
	(Principal<br> Financial and Accounting Officer)

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EXHIBIT

INDEX

Exhibit	Item
31.1*	Certification<br> of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*	Certification<br> of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*	Certification<br> of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema<br> Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation<br> Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition<br> Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase<br> Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation<br> 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)) 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.	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
President<br> (Principal Executive Officer)
November<br> 12, 2021

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)) 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.	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
November<br> 12, 2021

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 report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2021 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
President<br> (Principal Executive Officer)
November<br> 12, 2021
/s/ Patrick Liang
Patrick<br> Liang
Chief<br> Financial Officer
November<br> 12, 2021