Forge Innovation Development Corp 10-Q for FY2025 Q3
Forge Innovation Development Corp. (FGNV)
About this 10-Q
Forge Innovation Development Corp filed this 10-Q on November 24, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16K
- Net loss
- $856.85K
- compared with a net loss of $105.52K a year earlier
- Diluted EPS
- -$0.02
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For
the Quarterly Period Ended
OR
For the transition period from ______________ to ______________
Commission
File No.
(Exact name of small business issuer as specified in its charter)
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(I.R.S. Employer Identification No.) |
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(Registrant’s telephone number, including area code)
N/A
( Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not 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.
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).
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 accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
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, $par value of the registrant outstanding at November 20, 2025, was .
FORGE INNOVATION DEVELOPMENT CORP.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
| i |
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “Forge,” “Company,” “we,” “us,” and “our” in this document refer to Forge Innovation Development Corp., a Nevada corporation.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FORGE INNOVATION DEVELOPMENT CORP.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 |
FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2025 (Unaudited) | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Rent receivables | ||||||||
| Accounts receivable – related party | ||||||||
| Assets of discontinued operations | ||||||||
| Prepaid expense and other current assets | ||||||||
| Total Current Assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to related parties | ||||||||
| Bank overdraft | ||||||||
| Rent payable | ||||||||
| Loan payables, current | ||||||||
| Liabilities of discontinued operations | ||||||||
| Total Current Liabilities | ||||||||
| Rent payable | ||||||||
| Long-term portion of Chase auto loan | ||||||||
| Long-term portion of SBA loan | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY | ||||||||
| Preferred stock, $par value, shares authorized; share issued and outstanding | ||||||||
| Common stock, $par value, shares authorized, and shares issued and outstanding as of September 30, 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Shares to be returned (received) | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total (Deficit) Equity | ( | ) | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 2 |
FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||||
| Property management income from related parties | $ | $ | $ | $ | ||||||||||||
| Revenues | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Professional expenses | ||||||||||||||||
| Depreciation expense | ||||||||||||||||
| Share-based compensation | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other income (expenses): | ||||||||||||||||
| Interest income(expense) and loan fee, net | ( | ) | ||||||||||||||
| Other income, net | ||||||||||||||||
| Total other income(expense), net | ( | ) | ||||||||||||||
| Net income (loss) from continuing operations before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expenses | ||||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| Earnings per share: | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss from continued operation | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operation | ( | ) | ( | ) | ||||
| Total net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Interest expense | ||||||||
| Expense paid by a related party on behalf of the Company | ||||||||
| Share-based compensation | ||||||||
| Accrued interest | ||||||||
| Loss on disposal of Legend LP’s ownership | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Account receivable | ( | ) | ( | ) | ||||
| Prepaid expense and other current assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Unearned revenue | ( | ) | ||||||
| Due to related party | ( | ) | ||||||
| Rent Payable | ( | ) | ||||||
| Other current liabilities and other liabilities | ( | ) | ||||||
| Security deposit payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash transferred in connection with the disposal of Legend LP’s ownership | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Repayment of commercial and SBA loans | ( | ) | ( | ) | ||||
| Proceeds from commercial loan | ||||||||
| Repayment to related parties | ( | ) | ||||||
| Advance from related parties | ||||||||
| Bank overdraft | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in Cash | ( | ) | ||||||
| Cash at beginning of period: | ||||||||
| Cash at end of period: | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
Number of Shares | Common Shares | Shares Receivable | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling interests | Total Equity (Deficit) | ||||||||||||||||||||||
| Balance, June 30, 2025 (unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Loss on disposal of Legend LP’s ownership | $ | ( |
) | ( | ) | ( | ) | |||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2025 (unaudited) | $ | $ | ( |
) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
Number of Shares | Common Shares | Shares Receivable | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling interests | Total Equity (Deficit) | ||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Loss on disposal of Legend LP’s ownership | ( |
) | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2025 (unaudited) | $ | $ | ( |
) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
Number of Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling interests | Total Equity | |||||||||||||||||||
| Balance, June 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, September 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
Number of Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling interests | Total Equity | |||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, September 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
Forge Innovation Development Corp. and Subsidiary
Notes to the condensed consolidated financial statements
Note 1 - 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 September 30, 2025, we have not generated any income from the subsidiary due to our business strategy adjustment.
On
March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the
“Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired
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
On
July 27, 2025, pursuant to a Limited Partnership interest transfer and acknowledgment Agreement between Forge Innovation Development
Corp. (the “Company” or the “transferor”) and Legend Investment Management, LLC (“Legend LLC” or
the “transferee”), the Company released the
Note 2 - 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.
Use of 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.
| 6 |
Revenue Recognition
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.
Disposal of a significant subsidiary
The Company accounts for the disposal of a subsidiary in accordance with ASC 810. Upon losing control of a subsidiary, the Company derecognizes the subsidiary’s assets, liabilities, and any related noncontrolling interests, and recognizes any retained investment at fair value. The gain or loss on disposal is recorded in income from continuing operations based on the difference between the fair value of consideration received (including any retained interest) and the carrying amount of the subsidiary’s net assets. If the transaction involves a related party, the Company evaluates whether the consideration reflects fair value and provides related-party disclosures as required. If the disposal meets the criteria for discontinued operations, the results and any gain or loss are presented separately.
Accounting Standards Issued Recently Adopted
Segment Reporting
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.
Accounting Standards 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.
Note 3 - 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 $
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.
| 7 |
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.
Note 4 – Property and equipment, net
Schedule of Property and Equipment Net
September 30, 2025 | December 31, 2024 | |||||||
| Furniture | $ | $ | ||||||
| Equipment | ||||||||
| Vehicle | ||||||||
| Computers | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
For
the three months ended September 30, 2025 and 2024, the Company recorded depreciation expenses of $
Note 5 - Concentration of Risk
The
Company maintains cash in two accounts within two local commercial banks located in Southern California. The standard insurance amount
is $
| 8 |
For
the three months ended September 30, 2025, the Company generated
Note 6 - Income Taxes
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.
For
the nine months ended September 30, 2025 and 2024, the Company has incurred a net loss before tax of $
Note 7 - Related Party Transactions
As of September 30, 2025 and December 31, 2024, the amounts due to related parties consisted of the following:
Schedule of Amounts Due to Related Parties
| Party | Nature of relationship | September 30, 2025 | December 31, 2024 | |||||||
| Patrick Liang (“Patrick”) | Chief Executive Officer | $ | $ | |||||||
| Hua Guo | Officer | |||||||||
| Legend Investment Management LLC (“Legend LLC”) | Entity controlled by relative of CEO | |||||||||
| Prime Investment International Inc. (“Prime”) | Entity controlled by Mother of CEO | |||||||||
| Speedlight Consulting (“Speedlight”) | Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023 | |||||||||
| Amounts due to related parties | $ | $ | ||||||||
On
July 27, 2025, the Company returned
In connection with this transaction, the loans previously extended to Glory Investment International, Prime Investment International, and University Campus Hotel LP were concurrently reassigned to Legend LP. As a result, the Company no longer retains any rights or obligations related to these loans, and the corresponding balances have been eliminated from the Company’s financial statements.
The
amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the nine months ended September 30, 2025,
proceeds received from these related parties totaled $
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 $
During
the nine months ended September 30, 2025, the Company generated property management income of $
During
the nine months ended September 30, 2025, the Company generated property management income of $
During
the nine months ended September 30, 2025, the Company generated property management income of $
| 9 |
Note 8 – Commercial and SBA Loans
Schedule of Commercial and SBA Loans
| September 30, | December 31, | |||||||
| Party | 2025 | 2024 | ||||||
| Chase auto loan (Note 8) | $ | $ | ||||||
| SBA Loan (a) | ||||||||
| Total commercial loans | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Non-current portion | $ | $ | ||||||
| a. |
Note 9 – Disposal of Legend
On
July 27, 2025, the Company entered an agreement to transfer
The Company accounts for the disposal of Legnd LP in accordance with ASC 810. Upon losing
control of the subsidiary, the Company derecognizes the assets, liabilities, and any related noncontrolling interests of Legend LP,
and recognizes any investment retained at fair value. A relative of the President of the Company has significant influence of the
management of Legend LLC, therefore the acquisition is being treated as a related party transaction. The fair market value of common stocks was $
| 10 |
The following table presents the allocation of the consideration paid and the assets and liabilities released based on their book values:
Schedule of Allocation of the Consideration Transferred to the Assets and Liabilities
| Party | Allocation | |||
| Fair value of non-controlling interest | $ | |||
| NCI as of 7/26/2025 | ||||
| Total Consideration | ||||
| Identifiable net assets released: | ||||
| Cash | ||||
| Accounts receivable | ||||
| Prepaid expenses and other | ||||
| Property, plant and equipment | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Security deposit payable | ( | ) | ||
| Unearned revenue | ( | ) | ||
| Loans to related parties | ( | ) | ||
| Loan, current | ( | ) | ||
| Long term portion of property tax | ( | ) | ||
| Commercial Loan | ( | ) | ||
| Net assets of Legend | ||||
| Loss on disposal | $ | ( | ) | |
Note 10 – 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
As
of December 31, 2024, the Company had rent payable of $
On
July 1,2025 PHBC-II filed a money judgment against the company to claim a total of $
Legend LP filed a motion to set aside the receivership on February 28th, 2025, and successfully suspending the receivership on March 17, 2025. The Company and Legend LP are currently evaluating the impacts of the receivership and may bring up a lawsuit to against the plaintiff of receivership. The rents for the period from January through March 2025 were collected by the Receiver and will be returned to Legend LP, subject to any amount that may have been spent. The Receiver is still in the process of finalizing the accounting. As of the reporting date, we have not yet received any funds or reports from the receiver. Further details will be provided once the receiver’s report is made available.
On March 3, 2025, Plaintiff Xinyi Guo initiated legal proceedings against Defendant Legend International Investment LP. As of September 30, 2025, the Defendant has not yet been formally served with the complaint; therefore, the specific allegations and claims set forth by the Plaintiff are currently unavailable.
During the nine-month period ended September 30, 2025, the Company noted it has been named as a secondary defendant in a lawsuit filed by Bloomage Beverly Hills Investment Inc. The primary claims in the case are directed at the Company’s related party, Hua Guo, and the Company has not been directly served. Management, after consultation with legal counsel, believes the allegations against the Company are without merit and is seeking dismissal. At this time, the hearing has concluded; however, the court has not yet rendered its official judgment documents and management cannot reasonably estimate the likelihood or potential impact of this matter.
| 11 |
Item 2. Management’s Discussion and Analysis and Plan of Operation
This Form 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities 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 August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of September 30, 2025, we have not generated any income from the subsidiary due to our business strategy adjustment.
On March 24, 2024, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.
A relative of the President of the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.
On July 27, 2025, pursuant to an Limited Partnership interest transfer and acknowledgment Agreement between Forge Innovation Development Corp. (the “Company” or the “transferor”) and Legend Investment Management, LLC (“Legend LLC” or the “transferee”), the Company released the 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 transferee’s management, therefore the stock release is being treated as a related party transaction. The Company transferred 51% interest of Legend LP back to Legend LLC in exchanged by releasing 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 releasing the common stock, the Company will own 0% of Legend LP and the transferee will own 77.3% of Legend LP.
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Results of Operation for the three months ended September 30, 2025 and 2024
For the three months ended September 30, 2025, we had total management income from related parties of $16,000, as compared to $nil for the three months ended September 30, 2024, respectively
During the three months ended September 30, 2025 and 2024, the Company incurred general and administrative expenses of $10,259 and $32,272, respectively. During the same period of 2025 and 2024, our depreciation expense inreased from $5,007 to $5,504.
During the three months ended September 30, 2025 and 2024, the Company had interest income and other, net of $(40) and $nil, respectively.
Results of Operation for the nine months ended September 30, 2025 and 2024
For the nine months ended September 30, 2025, we had total management income from related parties of $28,000, as compared to $nil for the nine months ended September 30, 2024, respectively
During the nine months ended September 30, 2025 and 2024, the Company incurred general and administrative expenses of $72,972 and $88,367, respectively. During the same period of 2025 and 2024, the depreciation expense of $16,512 and $15,214, respectively.
During the nine months ended September 30, 2025 and 2024, the Company had interest expense and other, net of $250 and $nil, respectively.
Equity and Capital Resources
We have incurred losses since inception of our business in 2016 with an accumulated deficit of $4,793,313. As of September 30, 2025, we had cash of $(10) and a negative working capital of $182888, 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 the company releasing the 51% of ownership back to Legend LLC in July 2025.
Going Concern Assessment
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.
Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations and execute the business plan of the Company in order to meet its operating needs on a timely basis. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.
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The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Off-Balance Sheet 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.
Critical Accounting 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.
Item 3. 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.
Item 4. Controls and Procedures.
Evaluation of 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 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
Item 1. Legal Proceedings.
Except as set forth below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our Company.
On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about June 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2024 to April 18, 2024, and then again rescheduled to June 14, 2024. On July 14, 2024, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the year ended December 31, 2024, the Company recognized settlement loss of $30,883 which is included in other income (expense), net on the consolidated statement of operations. As of December 31, 2024, the Company had $80,588 in rent payable to PHBC-II, with $40,588 due in one year and $40,000 due after one year. As of September 30, 2025, the Company had rent payable of $52,353 due in one year.
Item 1A. Risk Factors.
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
* Filed herewith.
| 16 |
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: November 24, 2025 | /s/ Patrick Liang |
| Patrick Liang | |
| Chief Executive Officer | |
| Date: November 24, 2025 | /s/ Patrick Liang |
| Patrick Liang | |
| Chief Financial Officer |
| 17 |
EXHIBIT INDEX
* Filed herewith.
| 18 |
EXHIBIT 31.1
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | 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 | |
| d. | 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 Executive Officer and President (Principle Executive Officer) | |
| November 24, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | 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 (Principle Financial Officer) (Principle Accounting Officer) | |
| November 24, 2025 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Patrick Liang | |
| Patrick Liang | |
Chief Executive Officer and President (Principle Executive Officer) | |
| November 24, 2025 | |
| /s/ Patrick Liang | |
| Patrick Liang | |
Chief Financial Officer (Principle Financial Officer) (Principle Accounting Officer) | |
| November 24, 2025 |