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, 2022

☐

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)

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

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

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

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

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

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

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

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

The

number of shares of Common Stock, $0.0001 par value of the registrant outstanding at August 12, 2022, was 45,621,868.

FORGE

INNOVATION DEVELOPMENT CORP.

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2022

TABLE

OF CONTENTS

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements:	1
Consolidated<br> Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	2
Consolidated<br> Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2022 and 2021	3
Consolidated<br> Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2022 and 2021	4
Consolidated<br> Statements of Changes in Shareholders’ Deficit (unaudited) for the Six Months ended June 30, 2022 and 2021	5
Notes<br> to Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk	10
Item 4. Controls and Procedures	10
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Mine Safety Disclosures	11
Item 5. Other Information	11
Item 6. Exhibits	12
SIGNATURES	13
EXHIBIT INDEX	14

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PART

ITEM

FINANCIAL STATEMENTS

FRORGE

INNOVATION DEVELOPMENT CORP.

INDEX

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated<br> Balance Sheets, June 30, 2022 (Unaudited) and December 31, 2021	2
Consolidated<br> Statements of Operations (Unaudited) for the Three and Six Months ended June 30, 2022 and 2021	3
Consolidated<br> Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2022 and 2021	4
Consolidated<br> Statements of Changes in Shareholders’ Deficit (Unaudited) for the Six Months ended June 30, 2022 and 2021	5
Notes<br> to Condensed Consolidated Financial Statements (Unaudited)	6

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED

BALANCE SHEETS

			December 31,
			2021
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	2,634		$	60,364
Account receivable	10,000			9,000
Prepaid expense and other current assets	5,645			14,692
Total Current Assets	18,279			84,056
NONCURRENT ASSETS
Property and equipment, net	47,481			47,314
Rent deposit	13,953			13,953
Total Noncurrent Assets	61,434			61,267
TOTAL ASSETS	79,713		$	145,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Other accrued liabilities	3,047		$	19,203
Other payable - Related Parties	64,993			70,591
Rent payable	83,070			83,070
Loans, current	6,878			6,878
Total Current Liabilities	157,988			179,742
Long term portion of Chase auto loan	6,133			9,478
Long term portion of SBA loan	12,916			13,330
TOTAL LIABILITIES	177,037			202,550
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ 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, 45,621,868 shares issued and outstanding	4,562			4,562
Additional Paid-in Capital	1,469,678			1,469,678
Accumulated Deficit	(1,571,564	)		(1,531,467	)
Total Stockholders’ Deficit	(97,324	)		(57,227	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	79,713		$	145,323

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 SUBSIDIARY

CONSOLIDATED

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the three months ended						For the six months ended
	June30,<br><br> <br>2022			June 30,<br> <br>2021			June 30,<br> <br>2022			June 30,<br> <br>2021
Property management income	$	30,259		$	9,000		$	45,863		$	18,000
Operating Expenses
Consulting Expenses		9,800			18,000			19,600			36,000
Selling, General and Administrative Expenses		32,283			71,327			68,844			136,289
Total Operating Expenses		42,083			89,327			88,444			172,289
Other income (expense)
Debt settlement		3,284			-			3,284			-
Government grants		-			-			-			19,400
Net loss before tax		(8,540	)		(80,327	)		(39,297	)		(134,889	)
Income tax		(800	)		(800	)		(800	)		(800	)
Net loss	$	(9,340	)	$	(81,127	)	$	(40,097	)	$	(135,689	)
Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		45,621,868			45,621,868			45,621,868			45,621,868

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2022			2021
	For the six months ended<br><br> <br>June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(40,097	)	$	(135,689	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of ROU		-			30,940
Depreciation expense		14,275			7,177
Bad debt reserve		3,500
Debt Settlement		(3,284	)		-
Forgiveness of PPP loan		-			(19,400	)
Change in operating assets and liabilities:
Other current assets		-			(12,990	)
Account receivable		(1,000	)		3,000
Prepaid expense and other current assets		5,547			-
Other receivable-related party		-			(111	)
Other current liability - related parties		(5,598	)		26,938
Other current liabilities		(12,872	)		-
Net cash used in operating activities		(39,529	)		(100,135	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(17,975	)		-
Net cash used in investing activities		(17,975	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan		(227	)		(69	)
Net cash used in financing activities		(227	)		(69	)
Net decrease in Cash		(57,731	)		(100,204	)
Cash at beginning of period:		60,364			236,586
Cash at end of period:	$	2,633		$	136,382
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	-		$	-
Income taxes paid	$	-		$	800
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Loan carried through purchase of vehicle	$	-		$	22,861

The

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

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FORGE

INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated<br> <br>Deficit			Total<br> <br>Shareholders’<br> <br>Equity
Balance, January 1, 2022		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	)
	Number of<br> <br>Shares		Common<br> <br>Shares		Additional<br> <br>Paid-in<br> <br>Capital		Accumulated <br> Deficit			Total<br> <br>Shareholders’<br> <br>Equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance,January 1, 2021		45,621,868	$	4,562	$	1,469,678	$	(1,269,033	)	$	205,207
Net loss		-		-		-		(135,689	)		(135,689	)
Balance, June 30, 2021 (Unaudited)		45,621,868	$	4,562	$	1,469,678	$	(1,404,722	)	$	69,518

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, 2022, we have not generated any income from the subsidiary due to our business strategy adjustment. Meanwhile, we are also looking for other business opportunities which could potentially increase the profits of Company in the year of 2022.

Note2 - Summary of Significant Accounting Policies

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

Useof Estimates

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

RevenueRecognition

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.

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RecentlyIssued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, (FASB ASC Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The effective date of ASU No. 2016-13 for smaller reporting companies is postponed to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on its financial position and results of operations.

The management does not believe that other than disclosed above, the recently issued but not yet adopted accounting pronouncements will have a material impact on its financial position results of operations or cash flows.

Note3 - Going Concern

The

accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $1,571,564 as of June 30, 2022. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

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

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

Note4 - Income Taxes

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

For

the six months ended June 30, 2022 and 2021, the Company has incurred a net loss before tax of $40,097 and $135,689, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of June 30, 2022 and December 31, 2021, deferred tax assets resulted from NOLs of approximately $418,248 and $430,783, which was fully off-set by valuation allowance reserved.

Note5 - Related Party Transactions

During

the six months ended June 30, 2022 and 2021, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $4,809 and $1,038, respectively. As of June 30, 2022 and December 31, 2021, the Company had payable balance to Mr. Liang in the amount of $4,809 and $284, respectively.

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On

January 4, 2021, the Company purchased a vehicle from Patrick Liang, the President of the Company, for daily business operation, in the amount of $22,861, which equaled to the remaining vehicle loan balance with 7.11% interest rate annum for a period of 41 months and monthly installment of $558. As of June 30, 2022, $6,691 will be due within the next 12 months, out of $12,824 loan balance. The title of the car is under the process of transferring as of June 30, 2022.

During

the six months ended June 30, 2022 and 2021, the Company incurred professional fee with Speedlight Consulting Services Inc. whose owner, Mr. Hengjiang Pang, is our director starting November 9, 2020, in the amount of $19,600 and $36,000, respectively. On June 30, 2022 and December 31, 2021, the Company had balance of due to Speedlight Consulting Services Inc in the amount of $60,000 and $63,000, respectively.

Note7 - Leases

The Company leased an office space from a third party on December 2017 for four-year term with the expiration date on January 14, 2022. We determined the lease is an operating lease upon adoption of ASC 842 on January 1, 2019. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet with 5.5% incremental borrowing rate used. During the six months ended June 30, 2022 and 2021, the Company recorded $nil and $32,214 rent expenses, respectively, and no lease payments made during the quarters. As of June 30, 2022 and December 31, 2021, the Company had $

83,070

rent payable toward the lease agreement.

Note8 – PPP and SBA Loans

On April 16, 2020, the Company received a Promissory Note (the “Note”) in the amount of $19,400 under the Paycheck Protection Program (the “PPP Loan”) through East West Bank (the “Lender”). The interest rate on this Note is a fixed rate of 1.00% per annum. According to SBA’s PPP Loan description, the PPP loan will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities (due to likely high subscription, at least 75% of the forgiven amount must have been used for payroll). Forgiveness is based on the employer maintaining or quickly rehiring employees and maintaining salary levels. Forgiveness will be reduced if full-time headcount declines, or if salaries and wages decrease. The Company received the forgiveness letter from SBA on March 10, 2021 and the Company recognized under other income in the amount of $19,400 for the six months ended June 30, 2021, accordingly.

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, 2022 and December 31, 2021, the outstanding loan balances were $12,916 and $13,330, respectively.

Note9 – 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 expired 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 for default on rent payments. No judgment has been rendered as of June 30, 2022, and the case is in the pre-trial stage. The Company has retained legal counsel to address the matter and the Court has scheduled the trial date on January 31, 2023.

Note10 - Subsequent Event

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

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

This10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of generaleconomic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysisof our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanyingnotes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicableSecurities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Overview

Forge Innovation Development Corp. is a development stage company and was incorporated in the State of Nevada in January 2016. The Company’s primary objective is commercial and residential land development, including the purchase and sale of real estate, targeting properties primarily in Southern California. We also intend to manage properties we own, and properties owned by unaffiliated third parties. Our activities will include securing acquisition rights to properties, obtaining zoning and other entitlements for the properties, securing financing for purchase of the properties, improving the properties’ infrastructure and amenities and selling the properties to homeowner and commercial owners for restaurants, offices and small businesses. Our first property acquisition was 29 acres in the city of Desert Hot Springs in Southern California. Due to problems with permits and adjacent landowners, rather than getting involved in protracted negotiations, the Company sold the property to an independent third party for a profit.

Resultsof Operation for the three months ended June 30, 2022 and 2021

For the three months ended June 30, 2022, we had total revenue of $30,259, as compared to $9,000 for the three months ended June 30, 2021, an increase of $21,259 or 236%. The increase in total revenue was attributable to the newly signed Property Management Agreement (the “PMA”) with Legend Investment International, LP (“Legend Investment”) on April 2, 2022. Pursuant to the PMA, the original monthly service charge was $5,000 which was amended to $10,000 per month in May 2022 due to Legend Investment required additional management services for their properties. In April 2022, we terminated the property management services with Bloomage Beverly Hills Investment Inc. due to the sales of the managed properties.

During the three months ended June 30, 2022 and 2021, the Company incurred general and administrative expenses of $42,083 and $90,127, respectively. The decrease was mainly due to the decrease in payroll expense and professional fees incurred during the three months ended June 30, 2022. For the three months ended June 30, 2022 and 2021, our net losses were $9,340 and $81,127, respectively The decrease in net loss was mainly due to the increase of revenue generated, and the decrease in general administrative expenses for the three months ended June 30, 2022, compared to the same period in last year.

Resultsof Operation for the six months ended June 30, 2022 and 2021

For the six months ended June 30, 2022, we had total revenue of $45,863, as compared to $18,000 for the six months ended June 30, 2021, an increase of $27,863 or 155%. The increase in total revenue was attributable to the newly signed Property Management Agreement (the “PMA”) with Legend Investment International, LP (“Legend Investment”) on April 2, 2022. Pursuant to the PMA, the original monthly service charge was $5,000 which was amended to $10,000 per month in May 2022 due to Legend Investment required additional management services for their properties. In April 2022, we terminated the property management services with Bloomage Beverly Hills Investment Inc. due to the sales of the managed properties.

During the six months ended June 30, 2022 and 2021, the Company incurred general and administrative expenses of $83,845 and $172,289, respectively. The decrease in general and administrative expenses was mainly due to the decrease in salary expense and professional expense. For the six months ended June 30, 2022 and 2021, our net loss was $40,097 and $135,689, respectively. The decrease in net loss was mainly due to the increase in revenue and decrease in general and administrative expenses for the six months ended June 30, 2022, compared to the same period in last year.

Equityand Capital Resources

We have incurred losses since inception of our business in 2016 and, as of June 30, 2022, we had an accumulated deficit of $1,571,564. As of June 30, 2022, we had cash of $2,634 and a negative working capital of $139,709, compared to cash of $60,364 and a negative working capital of $95,686 as of December 31, 2021. The decrease in the working capital was primarily due to cash used to pay for operating expenses.

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GoingConcern Assessment

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

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

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

Off-BalanceSheet Arrangements

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

CriticalAccounting Policies

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting policies are discussed in further detail in the notes to the audited consolidated financial statements appearing elsewhere in this report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

Item3. Quantitative and Qualitative Disclosures About Market Risk

As a “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, 2022 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.

None

Item3. Defaults Upon Senior Securities.

None

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None

| 11 |

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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 15, 2022	/s/ Patrick Liang
	Patrick<br> Liang, President
	(Principal<br> Executive Officer)
Date:<br> August 15, 2022	/s/ Patrick Liang
	Patrick<br> Liang, Chief Financial Officer
	(Principal<br> Financial and Accounting Officer)

| 13 |

| --- |

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.

| 14 |

| --- |

EXHIBIT31.1

CERTIFICATION

I, Patrick Liang, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Forge Innovation Development Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
c.	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
/s/ Patrick Liang
---
Patrick<br> Liang
President<br> (Principal Executive Officer)
August<br> 15, 2022

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> 15, 2022

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, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Patrick Liang
---
Patrick<br> Liang
President<br> (Principal Executive Officer)
August<br> 15, 2022
/s/ Patrick Liang
Patrick<br> Liang
Chief<br> Financial Officer
August<br> 15, 2022