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, 2023

☐

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

For

the transition period from ______________ to ______________

Commission

File 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	(I.R.S.<br> Employer
incorporation<br> or organization)	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:

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 on August 14, 2023, was 50,389,011.

FORGE

INNOVATION DEVELOPMENT CORP.

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD ENDED June 30, 2023

TABLE

OF CONTENTS

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements:	1
Consolidated Balance Sheets, June 30, 2023 (unaudited) and December 31, 2022	2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	3
Consolidated Statements of Cash Flows (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	4
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	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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PART

ITEM

FINANCIAL STATEMENTS

FRORGE

INNOVATION DEVELOPMENT CORP.

INDEX

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, June 30, 2023 (unaudited) and December 31, 2022	2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	3
Consolidated Statements of Cash Flows (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	4
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

			December 31,
			2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	628		$	11,734
Account receivable	97,856			-
Deferred share-based compensation	1,917,041			-
Prepaid expense and other current assets	63,049			16,521
Total Current Assets	2,078,574			28,255
NONCURRENT ASSETS
Property and equipment, net	73,078			83,636
Real estate investments, net	8,140,362			-
Rent deposit	-			13,953
Total Non-Current Assets	8,213,440			97,589
TOTAL ASSETS	10,292,014		$	125,844
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	127,479		$	4,029
Other payable - related party	89,532			60,000
Unearned revenue	43,167			13,124
Rent payable	60,000			83,070
Loans payable - related parties	715,529			-
Loans payable	394,740			8,236
Total Current Liabilities	1,430,447			168,459
Security deposits payable	121,893			-
Rent payable	40,000			-
Long term portion of Chase auto loan	32,198			36,222
Long term portion of SBA loan	12,088			12,502
Commercial loan	4,004,200			-
TOTAL LIABILITIES	5,640,826			217,183
COMMITMENTS AND CONTINGENCIES	-			-
EQUITY (DEFICIT)
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 and 45,621,868 shares issued and outstanding	5,039			4,562
Additional paid-in capital	4,806,201			1,469,678
Accumulated deficit	(1,329,119	)		(1,565,579	)
Total Forge Stockholders’ Equity (Deficit)	3,482,121			(91,339	)
Non-controlling interests	1,169,067			-
Total Equity (Deficit)	4,651,188			(91,339	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	10,292,014		$	125,844

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. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS

(Unaudited)

****	For the Three Months Ended June 30,					****	For the Six Months Ended June 30,					****
****	2023		****	2022		****	2023		****	2022		****
Revenues
Property management income	$	—		$	5,259		$	—		$	5,863
Property management income from a related party		—			25,000			45,000			40,000
Rent income		133,010			—			133,010			—
Total revenues		133,010			30,529			178,010			45,863
Operating Expenses
Professional expenses		15,600			9,800			36,400			19,600
Depreciation expense		115,634			9,198			121,847			14,275
Share-based compensation		42,959			—			42,959			—
Selling, general and administrative expenses		62,080			23,085			98,391			54,569
Property operating		52,010			—			52,010			—
Total operating expenses		288,283			42,083			351,607			88,444
Other income (expenses):
Interest expense and loan fee, net		(204,763	)		—			(204,763	)		—
Gain on bargain purchase		—			—			487,688			—
Gain on debt settlement		—			3,284			—			3,284
Other expense, net		(29,093	)		—			(26,801	)		—
Total other income (expense), net		(233,856	)		3,284			256,124			3,284
Net income (loss) before income tax		(389,129	)		(8,540	)		82,527			(39,297	)
Income tax expense		—			(800	)		—			(800	)
Net income (loss)	$	(389,129	)	$	(9,340	)	$	82,527		$	(40,097	)
Net loss attributable to non-controlling interests in a subsidiary		(153,933	)		—			(153,933	)		—
Net income (loss) attributable to common stockholders	$	(235,196	)	$	(9,340	)	$	236,460		$	(40,097	)
Weighted average shares outstanding:
Basic and diluted		47,712,088			45,621,868			46,759,697			45,621,868
Weighted Average Number of Shares Outstanding, Basic		47,712,088			45,621,868			46,759,697			45,621,868
Earnings per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	0.01			(0.00	)
Earnings Per Share, Basic	$	(0.00	)	$	(0.00	)	$	0.01			(0.00	)

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended<br> <br>June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	82,527		$	(40,097	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		121,847			14,275
Share-based compensation		42,959			—
Debt settlement		—			(3,284	)
Bad debt reserve		—			3,500
Gain on bargain purchase		(487,688	)		—
Change in operating assets and liabilities:
Account receivable		(16,077	)		(1,000	)
Prepaid expense and other current assets		3,431			5,547
Accrued interest and loan fee		110,956			—
Rent deposit		13,953			—
Rent payable		16,930			—
Unearned revenue		(4,082	)		—
Other current liability – related party		1,500			(5,598	)
Accounts payable and accrued liabilities		19,194			(12,872	)
Net cash used in operating activities		(94,550	)		(39,529	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(1,078	)		(17,975	)
Cash acquired from Legend		3,192			—
Net cash provided by (used in) investing activities		2,114			(17,975	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan and car loans		(4,231	)		(227	)
Repayment to a related party		(24,338	)		—
Advance from related parties		109,899			—
Net cash provided by (used in) financing activities		81,330			(227	)
Net decrease in Cash		(11,106	)		(57,731	)
Cash at beginning of period:		11,734			60,364
Cash at end of period:	$	628		$	2,633
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	109,519		$	—
Income taxes paid	$	—		$	—
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend	$	1,377,000		$	-
Purchase of real estate investment settled by loans	$	362,250		$	—

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 (DEFICIT)

	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			**<br><br>Noncontrolling interests**			Total<br> <br>Equity
Balance, March 31, 2023 (unaudited)		47,589,011	$	4,759	$	2,846,481	$	(1,093,923	)	$	1,323,000		$	3,080,317
Balance		47,589,011	$	4,759	$	2,846,481	$	(1,093,923	)	$	1,323,000		$	3,080,317
Shares issued for compensation		2,800,000		280		1,959,720		-			-			1,960,000
Net loss		-		-		-		(235,196	)		(153,933	)		(389,129	)
Balance, June 30, 2023 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(1,329,119	)	$	1,169,067		$	4,651,188
Balance		50,389,011	$	5,039	$	4,806,201	$	(1,329,119	)	$	1,169,067		$	4,651,188
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			**<br><br>Noncontrolling interests**			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2022		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-		$	(91,339	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-		$	(91,339	)
Net loss		-		-		-		236,460			(153,933	)		82,527
Shares issued for compensation		2,800,000		280		1,959,720		-			-			1,960,000
Acquisition of Legend		1,967,143		197		1,376,803		-			1,323,000			2,700,000
Balance, June 30, 2023 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(1,329,119	)	$	1,169,067		$	4,651,188
Balance		50,389,011	$	5,039	$	4,806,201	$	(1,329,119	)	$	1,169,067		$	4,651,188
	Number of Shares		Common Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated Deficit			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, March 31, 2022 (unaudited)		45,621,868	$	4,562	$	1,469,678	$	(1,562,224	)	$	(87,984	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,562,224	)	$	(87,984	)
Net loss		-		-		-		(9,340	)		(9,340	)
Balance, June 30, 2022 (unaudited)		45,621,868	$	4,562	$	1,469,678	$	(1,571,564	)	$	(97,324	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,571,564	)	$	(97,324	)
	Number of Shares		Common Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated Deficit			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2021		45,621,868	$	4,562	$	1,469,678	$	(1,531,467	)	$	(57,227	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,531,467	)	$	(57,227	)
Net loss		-		-		-		(40,097	)		(40,097	)
Balance, June 30, 2022 (unaudited)		45,621,868	$	4,562	$	1,469,678	$	(1,571,564	)	$	(97,324	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,571,564	)	$	(97,324	)

The

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

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Forge

Innovation Development Corp. and Subsidiary

Notes

to the 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, 2023, 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.

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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

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:

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 and has concluded this is appropriate under the new standard.

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. Subsequent to the adoption of the new standard, the Company may recognize a gain on a real estate disposition that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control.

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.

Non-controllingInterests

Non-controlling interests are portions of entities included in the 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.

Share-basedcompensation

The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.

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New Accounting Standards Adopted

In June 2016, the FASB issued ASU No. 2016-13, (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 Company adopted ASU No. 2016-13 on January 1, 2023, which had no impact on the beginning balance of the Company’s balance as there was no receivable balances as of January 1, 2023.

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 $1,329,119 as of June 30, 2023. 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 – Real Estate Investments

Schedule of Real Estate Investments

	June 30, 2022			December 31, 2022
	(Unaudited)
Commercial building	$	7,026,233		$	-
Tenant improvements		736,000			-
Construction in progress		590,250			-
Land		527,000			-
Total real estate investments, at cost		8,879,483			-
Less: accumulated depreciation		(739,121	)		-
Total real estate investments, net	$	8,140,362		$	-

Note5 - Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

For

the three months ended June 30, 2023 and 2022, the Company has incurred a net loss of $389,129 and $9,340, respectively. For the six months ended June 30, 2023 and 2022, the Company incurred net income of $82,257 and net loss of $40,097, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of June 30, 2023 and December 31, 2022, deferred tax assets resulted from NOLs of approximately $526,284 and $420,873, respectively, which were fully off-set by valuation allowance reserved.

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Note6 - Related Party Transactions

During the six months ended June 30, 2023 and 2022, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $14,370 and $4,809, respectively. Repayment paid back to Mr. Liang totaled $14,337 and $nil for the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the Company had payable balance to Mr. Liang in the amount of $33 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.

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, 2023, the Company made loan payment of $4,231.

As

of June 30, 2023 and December 31, 2022, the Company had payable of $61,500 and $60,000, respectively, owing to Speedlight Consulting Services Inc. (“Speedlight”) for consulting services, which was owned by a previous director, appointed on November 2020 and resigned on January 11, 2023. The amount is unsecure, non-interest-bearing and due on demand. During the six months ended June 30, 2023 and 2022, the Company incurred professional fee with Speedlight in the total amount of $4,500 and $19,600, respectively.

During

the six months ended June 30, 2023, the Company received advance of $28,000 from Mr. Hua Guo, an officer of the Company for operating expenses. As of June 30, 2023, the amount payable to Mr. Hua Guo is $28,000. The amount is unsecure, non-interest-bearing and due on demand.

During

the six months ended June 30, 2023 and 2022, the Company generated property management income of $45,000 and $40,000 from Legend. Pursuant to the agreement between Legend and the Company, the Company will manage the properties owned by Legend LP, which is called 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 4.51 acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 with one year term due to new tenants moving in and additional management services desired. On March 24, 2023, the Company acquired 51% interest in Legend LP from Legend LLC. Legend LP became a subsidiary of the Company.

As

of June 30, 2023, Legend LP had loans payable in the total amount of $709,500, owing to three entities under the control by the Mother of Mr. Liang, the President of the Company. The amount is unsecure, non-interest-bearing and due on demand. Of the total amount payable, $658,000 was assumed by acquisition of Legend LP. During the three months ended June 30, 2023, the Company received additional advance of $61,500 from and repaid $10,000 to these entities.

Note7 – Commercial and SBA Loans

On

July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant 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 including principal and interest in the amount $69. As of June 30, 2023 and December 31, 2022, the outstanding loan balances were $12,689 and $12,689, respectively.

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Upon

acquisition of Legend LP, the Company assumed loans from Legend LP which is payable to a third party in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the third party in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the third-party lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025. During the three months ended June 30, 2023, the Company received additional amount of $362,250 from this third party which was paid directly to vendors for real estate investments by the creditor. The Company accrued interest and loan fee of $110,956 under the Note. During the three months ended June 30, 2023, the Company recognized interest expense and loan fee of $204,763. Interest payable of $39,835 was included in accounts payable and accrued liabilities as at June 30, 2023.

The

Company also assumed a loan from a third party in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due one demand.

Note8 – Acquisition of Legend

On

March 23, 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 became a subsidiary of the Company. Legend LP owns 100% of Mission Marketplace: 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. Legend LLC is a related party of the President of the Company. The acquisition has been accounted for as a business combination in accordance with ASC 805 Business Combinations.

The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values.

Schedule of Assets Acquired and Liabilities Fair Values

	Allocation
Total purchase consideration	$	1,377,000
Fair value of non-controlling interests		1,323,000
Total consideration		2,700,000
Identifiable net assets acquired:
Cash	$	3,192
Account receivable		81,779
Prepaid expenses and other		49,959
Real estate investments		7,888,323
Accounts payable and accrued liabilities		(104,256	)
Security deposits payable		(121,893	)
Unearned revenue		(34,125	)
Loans to related parties		(658,000	)
Loans, current		(3,917,291	)
Net assets acquired		3,187,688
Gain on bargain purchase	$	(487,688	)

Given

the nature of Legend’s operations, substantially all revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from acquisition date to the quarter end, upon agreement with Legend LLC, the Company would start to consolidate the operation results of Legend from April 1, 2023. From April 1, 2023 to June 30, 2023, the Company recognized net loss of $314,147 from operations of Legend LP.

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Note9 – Stockholders’ Equity

As

of June 30, 2023 and December 31, 2022, the Company had 50,389,011 and 45,621,868 shares of common stock issued and outstanding, respectively.

On

March 24, 2023, the Company issued 1,967,143 shares of common stock to complete the acquisition of Legend (Note 8).

2023Equity Incentive Plan

On

June 15, 2023, the Board of the Company adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of Common Stock, $0.0001 par value, of the Company (“Common Stock”) on terms determined under this plan (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the Company can issue up to 5,000,000 shares of common stocks of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

On

June 26, 2023, the Company granted a total of 2,800,000 shares of common stock of the Company to four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The fair value of the shares granted was valued in the amount of $1,960,000 at the grant date. For the three months ended June 30, 2023, the Company recognized share-based compensation in the amount of $42,959. As of June 30, 2023, the deferred share-based compensation totaled $1,917,041.

As

of June 30, 2023, the Company’s common stock issuable under the 2023 Equity Incentive Plan totaled 2,200,000 shares.

Note10 - Commitment and 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 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. During the three and six months ended June 30, 2023, the Company recognized settlement loss of $30,883 which is included in other expenses, net on the consolidated statement of operations. As of June 30, 2023, the Company had $100,000 in rent payable to PHBC-II, with $60,000 within one year and $40,000 due after one year. As of December 31, 2022, the Company had

$83,070

rent payabletoward the lease agreement.

Note11- Subsequent Event

On

July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 (the “Settlement”). Pursuant to the Settlement, the rent payment shall be paid in full with certain payment schedules on or before May 10, 2026. Once the $100,000 has been paid in full, the Settlement shall be considered to be satisfied and the Company shall not be obligated to make any further payments.

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Item2. Management’s Discussion and Analysis and 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 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, 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.

Resultsof operation for the three months ended June 30, 2023

For the three months ended June 30, 2023, we had total revenue of $133,010, as compared to $30,259 for the three months ended June 30, 2022, an increase of $102,751 or 340%. The increase was mainly due to the acquisition of Legend LP in the first quarter of 2023 which generated rent income for the three months ended June 30, 2023.

For the three months ended June 30, 2023, we had property management income of $nil, as compared to $5,259 for the three months ended June 30, 2022, a decrease of $5,259 or 100%. The decrease was due to the termination of property management services with a third party in April 2022.

For the three months ended June 30, 2023, we had property management income from related party, Legend LP, in the amount of $nil, as compared to $25,000 for the three months ended June 30, 2022, a decrease of $25,000. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the three months ended June 30, 2023.

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For the three months ended June 30, 2023, the Company had total rent income generated by Legend LP of $133,010 as compared to $nil during the three months ended June 30, 2022, an increase of $133,010, or 100%. The increase was mainly resulted from the acquisition of Legend LP.

During the three months ended June 30, 2023 and 2022, the Company incurred general and administrative expenses of $62,080 and $23,085, respectively. During the same period of 2022 and 2023, the depreciation expense increased from $9,198 to $115,634, and property operating expense increased from $nil to $52,010. The increases in expenses are mainly due to the acquisition of Legend LP, which leads more depreciation expenses and property operating related expenses.

During the three months ended June 30, 2023 and 2022, the Company had interest expense of $204,763 and $nil occurred from the loans of Legend LP.

For the three months ended June 30, 2023 and 2022, the Company had share-based compensation of $42,959 and $nil. The increase is due to the adoption of 2023 Equity Incentive Plan and the issuance of 2,800,000 shares of common stocks under the plan to the Company’s 2023 Equity Incentive Plan.

Resultsof operation for the six months ended June 30, 2023

For the six months ended June 30, 2023, we had total revenue of $178,010, as compared to $45,863 for the six months ended June 30, 2022, an increase of $132,147 or 288%. The increase was mainly due to the acquisition of Legend LP in the first quarter of 2023.

For the six months ended June 30, 2023, we had property management income of $45,000, as compared to $45,863 for the six months ended June 30, 2022, a decrease of $863. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the three months ended June 30, 2023.

For the six months ended June 30, 2023, the Company had total rent income generated by Legend LP of $133,010 as compared to $nil during the six months ended June 30, 2022, an increase of $133,010, or 100%. The increase was mainly resulted from the acquisition of Legend LP.

During the six months ended June 30, 2023 and 2022, the Company incurred general and administrative expenses of $98,391 and $54,569 respectively. During the same period of 2022 and 2023, the depreciation expense increased from $14,275 to $121,847, and property operating expense increased from $nil to $52,010. The increases in expenses are mainly due to the acquisition of Legend LP, which led to more depreciation expenses and property operating related expenses.

During the six months ended June 30, 2023 and 2022, the Company had interest expense of $204,763 and $nil occurred from the loans of Legend LP.

During the six months ended June 30, 2023 and 2022, the Company had gain on bargain purchase of $487,688 and $nil on the acquisition of Legend LP.

For the six months ended June 30, 2023 and 2022, the Company had share-based compensation of $42,959 and $nil. The increase is due to the adoption of 2023 Equity Incentive Plan and the issuance of 2,800,000 shares of common stocks under the plan to the Company’s 2023 Equity Incentive Plan.

Equityand Capital Resources

We have incurred losses since inception of our business in 2016, except for prior quarter, and as of June 30, 2023, we had an accumulated deficit of $1,329,119. As of June 30, 2023, we had cash of $628 and a working capital of $648,127, compared to cash of $11,734 and a negative working capital of $140,204 as of December 31, 2022. The change in the working capital was primarily due to cash used to pay for operating expenses, deferred compensation and acquired loans from Legend.

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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 “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, 2023 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.

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.

On June 26, 2023, the Company granted total 2,800,000 shares of common stock of the Company to four consultants, pursuant to the Company’s 2023 Equity Incentive Plan, the shares of which were registered with the SEC by filing of the Form S-8 dated on June 16, 2023. The fair value of the shares granted was valued in the amount of $1,960,000 at grant date. For the three months ended June 30, 2023, the Company recognized share-based compensation in the amount of $42,959. As of June 30, 2023, the deferred share-based compensation totaled $1,917,041.

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 of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL 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 14, 2023	/s/ Patrick Liang
	Patrick<br> Liang
	Chief<br> Executive Officer
Date:<br> August 14, 2023	/s/ Patrick Liang
	Patrick<br> Liang
	Chief<br> Financial Officer

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EXHIBIT

INDEX

Exhibit	Item
31.1*	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL 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)) 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> Executive Officer
August<br> 14, 2023

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
August<br> 14, 2023

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 June 30, 2023 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
August<br> 14, 2023
/s/ Patrick Liang
Patrick<br> Liang
Chief<br> Financial Officer
August<br> 14, 2023