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 ### March 31, 2025

☐

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

For

the transition period from ______________ to ______________

Commission

File No. 333-218248

FORGE

INNOVATION DEVELOPMENT CORP.

(Exact name of small business issuer as specified in its charter)

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

6280Mission Blvd Unit 205

JurupaValley, CA 92509

(Addressof principal executive offices)

(626)986-4566

(Registrant’stelephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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

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

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

The

number of shares of Common Stock, $0.0001 par value of the registrant outstanding at May 20, 2025, was 50,389,011.

FORGE

INNOVATION DEVELOPMENT CORP.

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2025

TABLE

OF CONTENTS

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements:	1
Consolidated Balance Sheets as at March 31, 2025 (unaudited) and December 31, 2024	2
Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2025 and 2024	3
Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2025 and 2024	4
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three Months ended March 31, 2025 and 2024	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	15
SIGNATURES	16
EXHIBIT INDEX	17

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PART

ITEM

FINANCIAL STATEMENTS

FRORGE

INNOVATION DEVELOPMENT CORP.

INDEX

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

			December 31,<br> <br>2024
ASSETS
CURRENT ASSETS
Cash	10,026		$	32,403
Account receivable	158,425			147,740
Prepaid expense and other current assets, net	52,913			20,126
Total Current Assets	221,364			200,269
NONCURRENT ASSETS
Property and equipment, net	41,815			47,320
Real estate investments, net	7,895,719			7,967,609
Total Non-Current Assets	7,937,534			8,014,929
TOTAL ASSETS	8,158,898		$	8,215,198
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	364,271		$	278,906
Due to related parties	572,065			536,565
Unearned revenue	12,688			15,127
Rent payable, current	47,647			45,294
Loan payables, current	573,969			498,888
Total Current Liabilities	1,570,640			1,374,780
Security deposits payable	168,810			168,810
Rent payable	4,706			11,765
Long term portion of Chase auto loan	18,110			20,123
Long term portion of SBA loan	10,846			10,846
Commercial loan	4,849,889			4,870,868
TOTAL LIABILITIES	6,623,001			6,457,192
COMMITMENTS AND CONTINGENCIES	-			-
EQUITY
Preferred stock, .0001 par value, 50,000,000 shares authorized; no share issued and outstanding	-			-
Common stock, .0001 par value, 200,000,000 shares authorized, 50,389,011 and 50,389,011 shares issued and outstanding	5,039			5,039
Additional paid-in capital	4,806,201			4,806,201
Accumulated deficit	(3,875,200	)		(3,754,427	)
Total Forge Stockholders’ Equity	936,040			1,056,813
Noncontrolling interests	599,857			701,193
Total Equity	1,535,897			1,758,006
TOTAL LIABILITIES AND EQUITY	8,158,898		$	8,215,198

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)

	March 31, 2025			March 31, 2024
	For the three months ended
	March 31, 2025			March 31, 2024
Rent income	$	175,200		$	136,219
Total revenue		175,200			136,219
Operating expenses
Professional expenses		19,590			15,000
Depreciation expense		77,395			78,361
Share-based compensation		-			494,028
Property operating expense		28,030			36,148
Selling, general and administrative expenses		182,142			66,090
Total operating expenses		307,157			689,627
Other income (expense)
Other income, net		1,050			4,213
Interest expense and loan fee, net		(91,202	)		(131,014	)
Total other expense , net		(90,152	)		(126,801	)
Net loss before tax		(222,109	)		(680,209	)
Income tax expense		-			-
Net loss	$	(222,109)		$	(680,209	)
Net loss attributable to non-controlling interest in a subsidiary		(101,336	)		(95,871	)
Net loss attributable to common stockholders	$	(120,773	)	$	(584,338	)
Weighted average shares outstanding ：
Basic and diluted		50,389,011			50,389,011
Loss per share：
Basic and diluted	$	(0.00	)	$	(0.01	)

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)

	2025			2024
	For the three months ended<br> <br>March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(222,109	)	$	(680,209	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		77,395			78,361
Interest expense		91,202			-
Reserve for other current assets		98,501			-
Expense paid by a related party on behalf of the Company		-			13,570
Share-based compensation		-			494,028
Change in operating assets and liabilities:
Account receivable		(10,685	)		(9,260	)
Prepaid expense and other current assets		(131,288	)		(1,956	)
Unearned revenue		(2,439	)		10,007
Other current liability – related party		-			4,500
Rent payable		(4,706	)		(4,706	)
Accounts payable and accrued liabilities		85,365			16,597
Net cash used in operating activities		(18,764	)		(79,068	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to third parties		(39,113	)		(9,305	)
Proceeds from third parties		-			30,000
Repayment to related parties		-			(58,500	)
Proceeds from related parties		35,500			115,890
Net cash (used in) provided by financing activities		(3,613	)		78,085
Net decrease in Cash		(22,377	)		(983	)
Cash at beginning of period:		32,403			4,892
Cash at end of period:	$	10,026		$	3,909
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	-		$	-
Income taxes paid	$	-		$	93,388
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend	$	-		$	-

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED

STATEMENTS OF CHANGES IN EQUITY

	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Noncontrollinginterests			Total<br> <br>Equity
Balance, January 1, 2025		50,389,011	$	5,039	$	4,806,201	$	(3,754,427	)	$	701,193		$	1,758,006
Net loss		-		-		-		(120,773	)		(101,336	)		(222,109	)
Balance, March 31, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,875,200	)		599,857		$	1,535,897
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Noncontrollinginterests			Total<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, January 1, 2024		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Balance		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Net loss		-		-		-		(584,338	)		(95,871	)		(680,209	)
Balance, March 31, 2024 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,070,272	)		897,242		$	2,638,210
Balance		50,389,011	$	5,039	$	4,806,201	$	(3,070,272	)		897,242		$	2,638,210

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 March 31, 2025, we have not generated any income from the subsidiary due to our business strategy adjustment.

On

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

A

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

Note2 - Summary of Significant Accounting Policies

The accompanying unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

Useof Estimates

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

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RevenueRecognition

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

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

Propertymanagement services

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

Rentalincome

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

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

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

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

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

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

Pursuant

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

BusinessCombination

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

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Non-controllingInterests

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

AccountingStandards Issued Recently Adopted

SegmentReporting

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

AccountingStandards Issued but Not Yet Adopted

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

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

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 $3,875,200 as of March 31, 2025. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

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

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

Note4 – Property and equipment, net

Schedule of Property and Equipment Net

	March 31,<br> 2025		December 31,<br><br> <br>2024
Furniture	$	26,773	$	26,773
Equipment		13,696		13,696
Vehicle		59,406		59,406
Computers		38,907		38,907
Total property and equipment		138,782		138,782
Less: accumulated depreciation		(96,967)		(91,462)
Property and equipment, net	$	41,815	$	47,320

Note5 – Real Estate Investments

On

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

Schedule of Real Estate Investments

	March 31,<br> 2025			December 31,<br> <br>2024
Commercial building	$	7,026,233		$	7,026,233
Tenant improvements		1,074,000			1,074,000
Construction in progress		484,000			484,000
Land		527,000			527,000
Total real estate investments, at cost		9,111,233			9,111,233
Less: accumulated depreciation		(1,215,514	)		(1,143,624	)
Total real estate investments, net	$	7,895,719		$	7,967,609

Note6 - Concentration of Risk

The

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

For the three months ended March 31, 2025, the Company generate 40% and 19% of the total revenue from two unrelated customers. For the three months ended March 31, 2024, the Company generated revenue of 53% from an unrelated customer. As of March 31, 2025, accounts receivable from the largest customer accounted for 61% of the total accounts receivable.

Note7 - Income Taxes

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

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For

the three months ended March 31, 2025 and 2024, the Company has incurred a net loss before tax of $222,109 and a net loss of $680,209, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of March 31, 2025 and December 31, 2024, deferred tax assets resulted from NOLs of approximately $949,427 and $919,037, respectively, which were fully off-set by valuation allowance reserved.

Note8 - Related Party Transactions

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

Schedule of Amounts Due to Related Parties

Party	Nature of relationship	March 31,<br> 2025		December31,<br> <br>2024
Patrick Liang (“Patrick”)	Chief Executive Officer	$	8,510	$	5,210
Hua Guo	Officer		135,854		103,654
Glory Investment International Inc. (“Glory”)	Entity controlled by Mother of CEO		131,500		131,500
Prime Investment International Inc. (“Prime”)	Entity controlled by Mother of CEO		258,971		258,971
University Campus Hotel LP (“University”)	Entity controlled by Mother of CEO		37,230		37,230
Amounts due to related<br> parties		$	572,065	$	536,565

The

amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the three months ended March 31, 2025,. proceeds received from these related parties totaled $35,500.

On

July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84,406.12 and the loan amount is $48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from the manufacturer. The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction, we received a $15,000 Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense and unearned revenue to amortize on a straight-line basis over the estimate useful life of four years started on the purchase date. As a result of the trade-in transaction, $6,874 gain on disposal was recognized during the year ended December 31, 2022. During the three months ended March 31, 2025 and 2024, the Company made loan payment of $2,013 and $2,012, respectively.

Note9 – Commercial and SBA Loans

Schedule of Commercial and SBA Loans

	March 31,			December 31,
Party	2025			2024
Chase auto loan (Note 8)	$	26,159		$	28,172
SBA Loan (a)		13,820			13,820
Third party entity A (b)		5,026,744			4,972,642
Third party entity B (c)		386,091			386,091
Total commercial loans		5,452,814			5,400,725
Less: current portion		(573,969	)		(498,888	)
Non-current portion	$	4,878,845		$	4,901,837

During

the three months ended March 31, 2025, the Company recognized interest expense $91,202 and paid interest of $31,619 with cash. As of March 31, 2025, interest payable of $85,929 was presented and included in the loan payables on the consolidated balance sheet.

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 March 31, 2025 and December 31, 2024, the current portion of the outstanding loan balances were $2,974 and $2,974, respectively.

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| --- | | b. | On April 15, 2024, Legend LP refinanced the mortgage loan of its Propertyby securing a new promissory note (the “New Note”) in the totaling $5,000,000 from GBC International Bank (“GBC”). The initial interest rate of this New Note stands at 7.375%, determined based on the “Wall Street Journal Prime Rate” (the “Prime Rate”). The Prime Rate is the interest rate published each business day in the money rates section of the Wall Street Journal, currently set at 8.50%, with an additional margin of -1.125 percent points applied, resulting in an initial interest rate of 7.375% of our New Note. The interest rate of the New Note will be using a variable interest rate based on the Prime Rate plus a margin of -1.125 parentage points. However, the interest rate will not fall below 5% throughout the duration of the New Note. The New Note between Legend LP and GBC was completed on April 15, 2024, with the maturity date set for April 5, 2034. During the year ended March 31, 2025, the Company made repayment of $31,827 to GBC. As of March 31, 2025, accrued interest of $85,929 was included in the current portion of this loan payable. | | --- | --- | | c. | The Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due on demand. |

Note10 – Contingencies

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight48 months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable.

As of December 31, 2024, the Company had rent payable of $57,059, with $45,294 due in one year and $11,765 due after one year. As of March 31, 2025, the Company had rent payable of $52,353, with $47,647 due in one year and $4,706 due after one year. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

On May 23, 2023, Legend International Investment, LP. (“Legend LP”) and Forge Innovation Development Corp. (the “Company”) were added as defendants in a derivative case associated with the case#: CVRI2104400. On December 9, 2024, the Riverside Superior Court (the “Court”) granted Matthew Taylor as receiver of Legend LP (the “Receiver”) to assume control Legend LP and to manage Legend LP’s finances. As of December 31, 2024, Legend LP was under receivership ordered by the Court. Legend LP filed a motion to set aside the receivership on February 28^th^, 2025, and successfully suspending the receivership on March 17, 2025. The Company and Legend LP are currently evaluating the impacts of the receivership and may bring up a lawsuit to against the plaintiff of receivership.

The

rents for the period from January through March 2025 were collected by the Receiver and will be returned to Legend LP, subject to any amount that may have been spent. The $123,126 rent payments collected by the Receiver from December 9m 2024 to March 17, 2025 were recorded under the “Prepaid expenses and other current assets” account as of March 31, 2025. The Receiver is currently in the process of finalizing the accounting, which is expected to take approximately 30 days. As of the reporting date, we have not yet received any funds or reports from the receiver. Further details will be provided once the receiver’s report is made available.

On March 3, 2025, Plaintiff Xinyi Guo initiated legal proceedings against Defendant Legend International Investment LP. As of May 20, 2025, the Defendant has not yet been formally served with the complaint; therefore, the specific allegations and claims set forth by the Plaintiff are currently unavailable.

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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 March 31, 2025 and 2024

For the three months ended March 31, 2025, we had total revenue of $175,200, as compared to $136,219 for the three months ended March 31, 2024, an increase of $38,981, or 29%. The increase was mainly due to more units rented out in March 2025.

During the three months ended March 31, 2025 and 2024, the Company incurred general and administrative expenses of $182,142 and $66,090, respectively. During the same period of 2024 and 2025, the depreciation expense decreased from $78,361 to $77,395, and property operating expense decreased from $36,148 to $28,030. The increases in expenses are mainly due to the adjustment and recognition of audit-related fees.

During the three months ended March 31, 2025 and 2024, the Company had interest expense, net of $91,202 and $131,014, respectively.

During the three months ended March 31, 2025 and 2024, the Company had share-based compensation of $ nil and $494,028, respectively.

Equityand Capital Resources

We

have incurred losses since inception of our business in 2016, except for current quarter, and as of March 31, 2025, we had an accumulated deficit of $3,875,200. As of March 31, 2025, we had cash of $10,026 and a negative working capital of $1,349,276, compared to cash of $32,403 and a negative working capital of $1,174,511 as of December 31, 2024. The increase in the working capital deficiency was primarily due to cash used to pay for operating expenses and loans and interest of Legend.

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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 March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings.

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.

The rents for the period from January through March 2025 were collected by the Receiver and will be returned to Legend LP, subject to any amount that may have been spent. The $123,126 rent payments collected by the Receiver from December 9m 2024 to March 17, 2025 were recorded under the “Prepaid expenses and other current assets” account as of March 31, 2025. The Receiver is currently in the process of finalizing the accounting, which is expected to take approximately 30 days. As of the reporting date, we have not yet received any funds or reports from the receiver. Further details will be provided once the receiver’s report is made available.

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 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> May 20, 2025	/s/ Patrick Liang
	Patrick<br> Liang
	Chief<br> Executive Officer
Date:<br> May 20, 2025	/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
May<br> 20, 2025

EXHIBIT 31.2

CERTIFICATION

I, Patrick Liang, certify that:

1.	I have reviewed this report on Form 10-Q of Forge Innovation Development Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Patrick Liang
---
Patrick Liang
Chief Financial Officer
May 20, 2025

EXHIBIT32.1

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

PURSUANTTO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Patrick Liang
---
Patrick<br> Liang
Chief<br> Executive Officer
May<br> 20, 2025
/s/ Patrick Liang
Patrick<br> Liang
Chief<br> Financial Officer
May<br> 20, 2025