Powerus Corp 10-Q for FY2025 Q3
Powerus Corp (PUSA)
About this 10-Q
Powerus Corp filed this 10-Q on November 14, 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
- $336.88K
- down 22.9% from $436.9K a year earlier
- Net loss
- $2.53M
- compared with a net loss of $205.61K a year earlier
- Diluted EPS
- -$0.18
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the quarterly period ended:
OR
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ______ to _______.
Commission
file number:
| (Exact name of registrant as specified in its charter) |
| (State
or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification Number) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| The
|
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 every Interactive Data File required to be submitted 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 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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 Exchange Act.) Yes ☐ No
As of November 13, 2025 there were of the registrant’s shares of common stock issued and outstanding.
TABLE OF CONTENTS
| 2 |
Forward-Looking Statements
This quarterly report (the “Quarterly Report”) of Aureus Greenway Holdings Inc. (“we,” “us,” “our,” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and completion of business operations in the future; projected costs; expectations regarding demand and use of our golf country clubs; estimated costs related to maintain our facilities; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; and trends relating to our industry.
We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with competitors, new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:
| ● | general economic and business conditions, including changes in interest rates; |
| ● | competition from other golf country clubs, costs associated with maintain our golf country clubs and other economic conditions; |
| ● | the effect of an outbreak of disease or similar public health threat, such as a pandemic, on the Company’s business; |
| ● | the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise; |
| ● | breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers; |
| ● | the ability of our infrastructure systems or information security systems to operate effectively; |
| ● | actions by government authorities, including changes in government regulation; |
| ● | uncertainties associated with legal proceedings; |
| ● | changes in the size of the golf country club industry; |
| ● | future decisions by management in response to changing conditions; |
| ● | the Company’s ability to execute prospective business plans; |
| ● | misjudgments in the course of preparing forward-looking statements; |
| ● | the Company’s ability to raise sufficient funds to carry out its proposed business plan; |
| ● | inability to keep up with advances in the golf country club industry; |
| ● | inability to advertise or market services and products at our golf country clubs or develop new services or add new products that address additional market opportunities to generate revenue and positive cash flows; |
| ● | dependency on certain key personnel and any inability to retain and attract qualified personnel; |
| ● | inability to succeed in establishing, maintaining and strengthening our brand; |
| ● | disruption of supply or shortage of raw materials relating to the upkeep and maintenance of our golf country clubs; |
| ● | the unavailability, reduction or elimination of government and economic incentives; |
| ● | failure to manage future growth effectively; and |
| ● | the other risks and uncertainties detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”), including but not limited to those described under “Risk Factors” in the Company’s annual report on Form 10-K, filed with the SEC on March 28, 2025. |
Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.
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AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4 |
PART I
| ITEM 1. | UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
(Expressed in U.S. dollars, except for the number of shares)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Short-term investment | ||||||||
| Inventories, net | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Advances for property | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred tax assets | ||||||||
| Prepaid expenses | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Contract liabilities - deferred revenue | ||||||||
| Bank and other borrowings – current | ||||||||
| Due to related parties | ||||||||
| Operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Bank and other borrowings - non-current | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholder’s Equity | ||||||||
| Preferred stock: shares authorized; $ par value, shares of series A preferred stock designated; shares issued and outstanding as of September 30, 2025 and December 31, 2024 | ||||||||
| Common stock: shares authorized; $ par value, and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivables | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholder’s Equity | ||||||||
| Total Liabilities and Stockholder’s Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. dollars, except for the number of shares)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Golf operations | $ | $ | $ | $ | ||||||||||||
| Sales of food and beverage | ||||||||||||||||
| Sales of merchandise | ||||||||||||||||
| Ancillary revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating costs: | ||||||||||||||||
| Golf operating costs (exclusive of salaries and benefits and depreciation shown separately below) | ||||||||||||||||
| Cost of food and beverage sales (exclusive of salaries and benefits and depreciation shown separately below) | ||||||||||||||||
| Cost of merchandise sales (exclusive of salaries and benefits and depreciation shown separately below) | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Salaries and benefits | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Other general and administration expenses | ||||||||||||||||
| Total operating costs | ||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| (Loss) income before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax (benefits) expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (Loss) Income | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Comprehensive (Loss) Income | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| (Loss) Earnings per common stock | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | |||||||||
| Weighted average number of common stocks outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. dollars, except for the number of shares)
| Preferred Stock | Common Stock | Additional paid-in | Subscription | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | receivables | deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2023 (Audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Balance, June 30, 2024 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2024 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance, December 31, 2024 (Audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Issue of common stocks | - | |||||||||||||||||||||||||||||||
| Proceeds from stockholders for settlement of subscription receivables | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2025 (Unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issue of common stocks and pre-funded warrants (net of commission to placing agent) in Private Placement | - | |||||||||||||||||||||||||||||||
| Recognition of stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net (Loss) Income | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2025 (Unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. dollars, except for the number of shares)
| For the nine months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Unpaid director’s remuneration | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Inventories | ||||||||
| Deferred tax assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Contract liabilities - deferred revenue | ( | ) | ( | ) | ||||
| Deferred tax liabilities | ( | ) | ||||||
| Net Cash (Used in) Provided by Operating Activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Receipt of short-term investment | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Advances for property | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issue of common stocks | ||||||||
| Proceeds from issue of common stocks and pre-funded warrants | ||||||||
| Proceeds from related party loan | ||||||||
| Repayments to related party loan | ( | ) | ( | ) | ||||
| Repayments of bank and other borrowings | ( | ) | ( | ) | ||||
| Deferred offering costs | ( | ) | ( | ) | ||||
| Net Cash Provided by (Used in) Financing Activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental non-cash financing activity: | ||||||||
| Prepaid offering costs net off with additional paid-in capital | $ | $ | ||||||
| Initial recognition of lease obligations related to right-of-use assets | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 8 |
Aureus Greenway Holdings Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2025 and 2024
Note 1 - Organization and Business
Business
Aureus Greenway Holdings Inc. (the “Company” or “Aureus”) was incorporated on December 22, 2023 in the state of Nevada. We conduct business activities principally through our wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging in operation of golf course and selling of merchandise and food and beverages.
As
of September 30, 2025, we own and operate two golf clubs in Florida that consisting of over
Pine Ridge Group Limited (“Pine Ridge”) was acquired by Mr. Cheung Chi Ping from independent third parties on December 31, 2013.
Chrome Field I, Inc. (“Chrome I”) was incorporated on December 24, 2013 in the State of Delaware. Chrome I the is sole member of FSC Clearwater, LLC (“Clearwater I”) which was incorporated in the State of Florida on January 21, 2014. Clearwater I owns and operates Kissimmee Bay Country Club, a privately-owned golf course that is open to the general public.
Chrome Field II, Inc. (“Chrome II”) was incorporated on April 13, 2014 in the State of Delaware. Chrome II the is sole member of FSC Clearwater II, LLC (“Clearwater I”) which was incorporated in the State of Florida on March 20, 2014. Clearwater II owns and operates Remington Golf Club, a privately-owned golf course that is open to the general public.
A group reorganization of the legal structure was completed on January 17, 2024. As the Group were under same control of the shareholders and their entire equity interests were also ultimately held by the shareholders immediately prior to the group reorganization, the consolidated statements of operations and comprehensive (loss) income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows are prepared as if the current group structure had been in existence throughout the nine months ended September 30, 2024.
As at the date of this report, details of the subsidiaries of the company are as follows:
Schedule of Subsidiaries of Company
| Name | Place and date of formation |
Ownership | Principal activity | |||
Pine Ridge Group Limited (“Pine Ridge”) |
(directly) |
|||||
Chrome Fields I, Inc. (“Chrome I”) |
(indirectly) |
|||||
Chrome Fields II, Inc. (“Chrome II”) |
(indirectly) |
|||||
FSC Clearwater, LLC (“Clearwater I”) |
(indirectly) |
|||||
FSC Clearwater II, LLC (“Clearwater II”) |
(indirectly) |
| 9 |
Initial Public Offering
On
February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of common stocks, US$
par value per stock at an offering price of $ per share for a total of US$
The common stock of the Company began trading on the Nasdaq Capital Market afterwards under the ticker symbol “AGH” from February 13, 2025.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant inter-company transactions and balances between members of the Group are eliminated upon consolidation.
The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2025, and results of operations and cash flows for the nine months ended September 30, 2025 and 2024. The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.
| 10 |
Emerging growth company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment, estimated incremental borrowing rate of lease and the assumptions used for the valuation of stock-based compensation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company adopted this standard from January 1, 2025, which did not have a material impact on its consolidated financial statements and related disclosures.
| 11 |
Cash and Cash Equivalents
Cash
and cash equivalents include cash at bank and demand deposits which have original maturities less than three months and are unrestricted
as to withdrawal or use. As of September 30, 2025 and December 31, 2024, the Company had cash of $
Periodically,
the Company may carry cash balances at financial institutions more than the federally insured limit of $
Accounts Receivable, net
Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the period end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of September 30, 2025 and December 31, 2024, the Company had no allowance for expected credit losses due to no experiences on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding accounts receivable as of September 30, 2025 and December 31, 2024 were subsequently settled before this report date.
Prepaid expenses
Prepaid
expenses represent the prepayment for (i) the non-refundable consultancy service of $
Regarding
the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition
of a new golf property and golf property management in Asia for a total consideration of $
Regarding
the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after
listing and prepaid obligation insurance for directors and officers starting from February 12, 2025 and July 25, 2025, the service contract
has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization
costs were recognized as other general and administration expenses while the remaining balance amounting to $
| 12 |
Regarding
the prepaid obligation run-off insurance for directors and officers starting from July 25, 2025, the service contract has six years term
and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were
recognized as other general and administration expenses while the remaining balance was recognized as prepaid expenses with current portion
of $
As
of September 30, 2025 and December 31, 2024, the Company had
Inventories, net
Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears and we value inventories using the lower first-in, first-out (“FIFO”) method and net realizable value, which is generally based on the selling price expectations of the merchandise goods. We regularly review inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or slow-moving merchandise. All goods are aged less than one year and the Company will offer discounts to customers to boost the selling but higher than that of purchase price. As of September 30, 2025 and December 31, 2024, no obsolescent goods were noted.
Deferred offering costs
The
Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —
“Expenses of Offering”. Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance
sheet date that are directly related to the intended initial public offering (“IPO”). Deferred offering costs will be charged
to stockholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these
deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of operations. As of December 31,
2024, the Company deferred $
Property and Equipment, net
Property and equipment, net are stated at cost less accumulated depreciation and any impairment losses. Property and equipment, consisting of land, buildings and recreational facilities, properties improvements, equipment, furniture and fixture. We capitalize costs that materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Land is not depreciated.
Depreciation is calculated using the straight-line method based on the following estimated useful lives:
Schedule of Property and Equipment Estimated Useful Lives
| Depreciable land improvements | ||||
| Building and recreational facilities | ||||
| Properties improvements | ||||
| Equipment, furniture and fixture |
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
| 13 |
Impairment for Long-Lived Assets
Long-lived
assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying
value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future
cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent
that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less
than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset
and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment,
are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce
the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate,
to comparable market values. As of September 30, 2025 and December 31, 2024,
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. During the nine months ended September 30, 2025, all warrants issued are accounted as an equity nature.
Fair Value of Financial Instruments
The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:
| ● | Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. | |
| ● | Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. | |
| ● | Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. |
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.
| 14 |
The carrying amounts shown of the Company’s financial instruments including cash and cash equivalents, accounts receivable, refundable prepaid expenses, other current assets, accounts payable, accrued liabilities and lease liabilities are approximate fair value due to their short-term nature. Non-current portion of bank and other borrowings and lease liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The changes in fair value as a result of the Group’s own non-performance risk for lease liabilities as of September 30, 2025 were assessed to be insignificant.
Leases
ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of September 30, 2025 and December 31, 2024 are accounted for as operating leases.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
Accrued Liabilities
Accrued liabilities primarily include accrued property tax and sales tax and other accrual and payable for the operation of the ordinary course of business.
Bank and Other Borrowings
Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in statements of operations over the period of the borrowings using the effective interest method. All bank and other borrowings have been fully repaid upon listing.
Related Parties
The Company adopted ASC Topic 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.
The details of related party transactions during the nine months ended September 30 ,2025 and 2024 and balances as of September 30, 2025 and December 31, 2024 are set out in Note 8.
| 15 |
Revenue Recognition
All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:
| ● | executed contracts with the Company’s customers that it believes are legally enforceable; | |
| ● | identification of performance obligations in the respective contract; | |
| ● | determination of the transaction price for each performance obligation in the respective contract; | |
| ● | allocation the transaction price to each performance obligation; and | |
| ● | recognition of revenue only when the Company satisfies each performance obligation. |
The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.
In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations.
Revenue from golf operations
There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance.
The
Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company
to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round
on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company
recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable.
Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred
revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially
similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the
customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the
annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or non-cash consideration.
There is no contract asset related to these annual green fee subscriptions. As of September 30, 2025 and December 31, 2024, the Company
recorded contract liabilities - deferred revenue of $
| 16 |
One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration.
Sales of merchandise, food and beverage
Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.
Ancillary revenue
Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable.
Operating Costs
Golf operating costs consist of costs associated with golf course upkeep expenses and are expended as incurred.
Other General and Administrative Expense
Other General and administrative expense consists of audit fees for initial public offering, costs associated with corporate and administrative functions that support development and operations.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718 “Stock-Compensation”. Under the fair value recognition provisions of this accounting guidance, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. The grant-date fair value of stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. As stock-based compensation expense recognized in the Company’s consolidated statement of operations is based on awards ultimately expected to vest.
Income Tax
The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
| 17 |
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
As
of September 30, 2025 and December 31, 2024, the Company had
The
Company recognizes interest and penalties related to uncertain income tax positions in other expense.
The Company computes earnings per share, or EPS, in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per common stock basis of the potential common stocks (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the nine months ended September 30, 2025 and 2024, there were dilutive common stocks as the inclusion of both the stock options and the warrants in the loss per common stock calculation would have anti-dilutive effect.
Segment Information
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CEO is the CODM. Management, including the CODM, reviews operation results by revenue, operating expenses and income from operations of different services, while revenue is the profitability measure used by the CODM in making decisions about allocating resources and assessing performances. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280, because the Company provides golf operations, sales of merchandise, food and beverage and provides ancillary services to customers in most instances, and has only one team to provide products and services to customers. All assets of the Company are located in Florida and all revenue is generated from Florida.
The
following table presents summary information of the Company’s single
Schedule of Segment Information
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Measure of profit or loss | ||||||||||||||||
| Revenue | ||||||||||||||||
| Reconciliation to net (loss) income before taxes | ||||||||||||||||
| Operating costs: | ||||||||||||||||
| Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below) | ||||||||||||||||
| Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below) | ||||||||||||||||
| Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below) | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Salaries and benefits | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Other general and administration expenses* | ||||||||||||||||
| Total operating costs | ||||||||||||||||
| Other reconciliation items | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| Net (loss) income before taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax (benefits) expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net (Loss) Income | ( | ) | ( | ) | ( | ) | ||||||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Other segment disclosures | ||||||||
| Total Assets | ||||||||
| * |
| 18 |
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Recently Issued Accounting Pronouncements
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures, which provides guidance on the requirements such as the requirement that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impact the adoption of ASU 2023-09 will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the on its consolidated financial statements and related disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated balance sheets, statements of operations and comprehensive (loss) income and statements of cash flows.
Note 3 – Inventories, net
As of September 30, 2025 and December 31, 2024, the inventories consisted of the following:
Schedule of Inventories
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Purchased goods | $ | $ | ||||||
| Less: Impairment of obsolete goods | ||||||||
| Inventories, net | $ | $ | ||||||
| 19 |
Note 4 – Property and Equipment, net
As of September 30, 2025 and December 31, 2024, the property and equipment consisted of the following:
Schedule of Property and Equipment
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Land | $ | $ | ||||||
| Buildings and recreational facilities | ||||||||
| Properties improvements | ||||||||
| Furniture and equipment | ||||||||
| Property and equipment, gross | ||||||||
| Less - accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expenses for the three and nine months ended September 30, 2025 and 2024, were $
Note 5 – Accounts Payables and Accrued Liabilities
As of September 30, 2025 and December 31, 2024, the accounts payable and accrued liabilities consisted of the following:
Schedule of Accounts Payable and Accrued Liabilities
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accounts payable | $ | $ | ||||||
| Payable for acquisition of property and equipment | ||||||||
| Credit cards payables | ||||||||
| Sales tax payable | ||||||||
| Property tax payable | ||||||||
| Accrued expenses | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
Note 6 – Bank and Other Borrowings
As of September 30, 2025 and December 31, 2024, the bank and other borrowings consisted of the following:
Schedule of Bank and Other Borrowings
| Principal | Fixed Interest | September 30, | December 31, | |||||||||||||||||
| Initiation date | Loan No. | Amount | Maturity date | Rate | 2025 | 2024 | ||||||||||||||
| (Unaudited) | (Audited) | |||||||||||||||||||
| #1 | $ | % | $ | $ | ||||||||||||||||
| #2 | $ | % | ||||||||||||||||||
| #3 | $ | % | ||||||||||||||||||
| #4 | $ | % | ||||||||||||||||||
| #5 | $ | % | ||||||||||||||||||
| Total loans payable | ||||||||||||||||||||
| Current portion | ( | ) | ||||||||||||||||||
| Non-current portion | $ | $ | ||||||||||||||||||
Notes:
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
| 20 |
During
the three and nine months ended September 30, 2025 and 2024, the Company recognized interest expenses of , $
Note 7 – Leases
During
the nine months ended September 30, 2025 and 2024, the Company had six operating lease agreements for a period of
The components of leases related expenses charged to statements of operations were as follows:
Schedule of Lease Expense
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Operating lease cost | $ | $ | ||||||||||||||
Supplemental cash flow information related to leases was as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| 2025 | 2024 | |||||||
| For the nine months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
Supplemental balance sheet information related to leases was as follows:
Schedule of Supplemental Balance Sheet Information Related to Leases
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Operating lease right-of-use asset | $ | $ | ||||||
| Operating lease liabilities: | ||||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
| Operating lease liability | $ | $ | ||||||
Future minimum lease payments under operating leases as of September 30, 2025 were as follows:
Schedule of Future Minimum Lease Payments Under Operating Leases
| Year ending December 31, | ||||
| 2025 (excluding nine months ended September 30, 2025) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total future minimum lease payments | $ | |||
| Less: imputed interest | ( |
) | ||
| Operating lease liabilities | $ | |||
| 21 |
Note 8 – Related Party Transactions and Balances
Relationships with related parties
Schedule of Relationships with Related Parties
| Name | Relationship | |
| Mr. Cheung Ching Ping | ||
| Mr. Cheung Chi Ping | ||
| Mr. Cheung Yick Chung |
Amounts due to related parties
Amounts due to related parties consist of the following:
Schedule of Amount Due to Related Parties
| September 30, | December 31, | |||||||||
| Name | Nature | 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||||
| Mr. Cheung Ching Ping | $ | $ | ||||||||
| Mr. Cheung Ching Ping | ||||||||||
| Mr. Cheung Ching Ping | ||||||||||
| Mr. Cheung Chi Ping | ||||||||||
| Mr. Cheung Chi Ping | ||||||||||
| Mr. Cheung Yick Chung | ||||||||||
| $ | $ | |||||||||
Notes:
| (1) | |
| (2) | |
| (3) | |
| (4) |
| 22 |
Note 9 – Revenue
Revenues disaggregated by major revenue streams and timing of revenue recognition for the nine months ended September 30, 2025 and 2024 are disclosed in the table below:
Schedule of Disaggregation of Revenue
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Over time: | ||||||||||||||||
| Golf operations – annual subscription green fees | $ | $ | ||||||||||||||
| Point in time: | ||||||||||||||||
| Golf operations – one-time green fees | ||||||||||||||||
| Sales of food and beverage | ||||||||||||||||
| Sales of merchandise | ||||||||||||||||
| Ancillary revenue | ||||||||||||||||
| Total revenue - Point in time | ||||||||||||||||
| Total revenue | $ | $ | ||||||||||||||
Stock options
During
the nine months ended September 30, 2025, the Company launched the 2025 Equity Incentive Plan (“2025 Plan”) with an
expiry date of
A total of stock options were granted to the directors of the Company, of which stock options at an exercise price of $ and stock options at an exercise price of $, for an exercisable period of from the date of grant. A total of stock options were granted to the employees and consultants of the Company at an exercise price of $ for an exercisable period of from the date of grant. All of the stock options shall vest at the date of grant.
The following table summarizes the Company’s activity with respect to its stock options under the 2025 Plan for the nine months ended September 30, 2025:
schedule of Stock Options Activity
| Shares | Weighted average exercise price | |||||||
| Outstanding at January 1, 2025 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Outstanding as of September 30, 2025 | ||||||||
| Exercisable as of September 30, 2025 | ||||||||
| 23 |
Schedule of Fair Value of Each Option Award Estimated Assumption
| Risk-free rate | ||||
| Expected life | years | |||
| Expected dividend yield | ||||
| Expected volatility | ||||
| Expected exercise multiple | to |
Share-based compensation of $ and $ was recognized during the three months and nine months ended September 30, 2025, respectively.
Note 11 – Shareholders’ Equity
Preferred stock
The Company has authorized shares of preferred stock with a par value of $. preferred shares have been designated.
Series A Preferred Stock
The
Company has designated preferred shares, par value $, as Series A Preferred Stock. Initially,
On
January 17, 2024, shares of Series A Preferred Stock was issued to Ace Champion, shares of Series A Preferred Stock
was issued to Chrome Fields Asset Management LLC, wholly-owned by Mr. Cheung Chi Ping and shares of Series A Preferred Stock
was issued to Trendy View, at an aggregate cash consideration of $
Common stock
The
Company has authorized shares of common stock with a par value of $ per share.
The Company issued shares of common stock for the exchange of ordinary shares owned by the shareholder of our acquired subsidiary, Pine Ridge.
On
January 17, 2024, the Company allotted shares of common stock at par value $ of the Company to Ace Champion Investments
Limited (“Ace Champion”), a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung
Ching Ping, brother of Mr. Cheung Chi Ping; and the Company allotted shares of common stock at par value $ to Trendy View
Assets Management (“Trendy View”), a company formed under the laws of the British Virgin Islands, which is wholly-owned by
Mr. Cheung Yick Chung and Ms. Chan Lee, parents of Mr. Cheung Chi Ping. Total consideration for the subscription was $
| 24 |
On
June 11, 2024, the Board of Directors approved to effect a
On
February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of shares of common
stock, US$ par value per stock share at an offering price of US$ per share for a total of US$
On September 16, 2025, the Company issued shares of common stock at par value $ to American Ventures LLC.
As a result, as of September 30, 2025 and December 31, 2024, and shares of common stock are issued and outstanding, respectively.
Warrants
On
July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for
the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded
Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common
B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company
at a price of $ per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $
On
July 25, 2025 the Company issued
In
connection with the Private Placement, the Company also issued
Moreover,
in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to
use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration
of $
As of September 30, 2025, none of the Pre-funded Warrants, common A warrants, common B warrants and placement agent warrants were exercised. The Company accounts for warrants as equity-classified instruments and recorded as a component of additional paid-in capital at the time of issuance and net of the placing agent fee.
Note 12 – Income Tax
The Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition, upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.
The
components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of
Taxation in the statements of operations represents:
Schedule of Taxation in Statements of Income
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Tax provision for the period: | ||||||||||||||||
| Current | $ | $ | $ | $ | ||||||||||||
| Deferred | ||||||||||||||||
| ● Federal statutory tax | ||||||||||||||||
| - Deferred tax assets | ||||||||||||||||
| - utilization of NOLs brought forward | ||||||||||||||||
| - overprovision of for the first half/recognition of DTA | ( | ) | ( | ) | ( | ) | ||||||||||
| - Deferred tax liabilities | ||||||||||||||||
| - (reversal) recognition for the period | ( | ) | ( | ) | ||||||||||||
| Deferred tax assets Liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| ● State of Florida tax | ||||||||||||||||
| - Deferred tax assets | ||||||||||||||||
| - utilization of NOLs brought forward | ||||||||||||||||
| - overprovision of DTA for the first half//recognition of DTA | ( | ) | ( | ) | ( | ) | ||||||||||
| - Deferred tax liabilities | ||||||||||||||||
| - recognition (reversal) for the period | ( | ) | ||||||||||||||
| Deferred tax assets Liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Total income tax (benefits) expenses | ( | ) | ( | ) | $ | ( | ) | $ | ||||||||
| 25 |
A
reconciliation of the effective income tax rates reflected in the accompanying unaudited condensed consolidated statements of operations
to the federal statutory rate of
Schedule of Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Federal statutory tax rate | % | % | % | % | ||||||||||||
| Effect of state of Florida tax | % | % | % | % | ||||||||||||
| Effect of state of Nevada tax* | ( | )% | % | ( | )% | % | ||||||||||
| Effect of British Virgin Islands tax | % | % | % | % | ||||||||||||
| Permanent difference | % | % | ( | )% | % | |||||||||||
| Effective tax rate | % | % | % | % | ||||||||||||
| * |
Significant components of the deferred tax assets and deferred tax liabilities are presented below:
Schedule of Deferred Tax Assets and Liabilities
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Deferred tax liabilities: | ||||||||
| Accelerated depreciation | ||||||||
| Federal statutory tax: | ||||||||
| Beginning of the period/year | $ | $ | ||||||
| (Reversal) recognized during the period/year | ( | ) | ||||||
| End of the period/year | ||||||||
| State of Florida tax: | ||||||||
| Beginning of the period/year | ||||||||
| (Reversal) recognized during the period/year | ( | ) | ||||||
| End of the period/year | ||||||||
| Deferred tax liabilities | $ | $ | ||||||
| Deferred tax assets: | ||||||||
| Net operating losses | ||||||||
| Federal statutory tax: | ||||||||
| Beginning of the period/year | $ | $ | ||||||
| Recognized during the period/year | ||||||||
| Utilized during the period/year | ( | ) | ||||||
| End of the period/year | ||||||||
| State of Florida tax: | ||||||||
| Beginning of the period/year | $ | |||||||
| Recognized during the period/year | ||||||||
| Utilized during the period/year | ( | ) | ||||||
| End of the period/year | ||||||||
| Less: valuation allowance | ||||||||
| Deferred tax assets, net | $ | $ | ||||||
The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized.
As
of September 30, 2025, the Company had $
The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.
| 26 |
Note 13 – Risk and Uncertainties
Credit Risk
The Company’s principal financial assets are cash and cash equivalents and accounts receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
Management believes that the Company is not exposed to any significant credit risk with respect to its cash.
The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as of September 30, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.
Vendor concentration risk
As
of September 30, 2025 and December 31, 2024, the Company owed
For
the nine months ended September 30, 2025 and 2024, one vendor accounted for
For
the three months ended September 30, 2025 and 2024, one vendor accounted for
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including through operations and financial support from our stockholders and financial institutions. We are continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Our ability to continue as a going concern is dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current and future liquidity needs.
Note 14 – Commitments and Contingencies
Lease Commitments
Litigation
From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, we do not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on our financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and our view of these matters may change in the future. We record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review the need for any such liabilities on a regular basis.
Note 15 – Subsequent Events
The Company evaluated all events and transactions that occurred after September 30, 2025 up through November 14, 2025, which is the date that these unaudited condensed consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure in these unaudited condensed consolidated financial statements other than those disclosed below which has no effect on the unaudited condensed consolidated financial statements.
On September 29 and October 1, 2025, a
holder of Pre-Funded Warrants submitted a notice to exercise of
On October 2 and October 23, 2025, certain employees and consultants of the Company exercised a total of stock options to convert to equivalent number of common stocks of the Company under the 2025 Plan.
| 27 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Introductory Note
Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the “Company,” “we,” “us” or “our” are references to the combined business Aureus Greenway Holdings Inc. and its subsidiaries. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting our results of operations, liquidity, capital resources and contractual obligations. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere herein.
General Overview of Operations
We own and operate two public golf country clubs in Florida that we acquired in 2014. Our golf country clubs include two golf-courses with over 13,000 yards of combined fairways, clubhouses boasting food and beverage options, aquatic golf ranges, and pro shops to assist any level of golfers. Our two golf country clubs are situated on over 289 acres of multi-service recreational property.
Each of our golf country clubs is organized into four revenue streams: (i) golf operations, (ii) sales of food and beverage; (iii) sales of merchandise; and (iv) ancillary income.
Management’s Plans
Over the next twelve months, we plan to continue to promote, market, manage and operate our golf country clubs with the intent to (i) attract and retain customers across a number of demographic groups to further develop customer loyalty and capture a greater share of customers in the greater Orlando Florida region and (ii) increase revenue from managing and operating our golf country clubs.
We believe attracting and retaining customers while increasing customer engagement and loyalty by providing what we believe to be a high quality golfing experience will drive our revenue. Drivers of our revenue growth will require further steps to maintain and build on quality experiences at our golf country clubs. To achieve the foregoing, we intend to focus on:
| ● | Leverage on the newly renovated facilities to attract new and existing customers especially weddings and events at Kissimmee Bay Golf Club and more younger golfers at Remington Golf Club; | |
| ● | Engage new and existing regional customers through social media marketing as well as other marketing efforts; and | |
| ● | Expanding our portfolio through potential regional country club acquisitions. |
Key Factors Affecting our Results of Operations
| a. | Seasonality and weather |
Our businesses are subject to seasonality and typically the first quarter of each year is our busiest season of the year. Then, even during our busy season, our business activities are affected by weather conditions. In 2025, we experienced more than average rainy days during the first three months ended March 31, 2025 causing our revenue to be under pressure.
| b. | Cost of maintenance due to inflation |
The DTE Agreement was renewed in 2022 and the renewed contractual price has been fully reflected in Q1 2025, the higher contractual price is a reflection of the inflationary environment that subsequently impacted the labor, fertilizer and chemical markets. The maintenance cost and contract with DTE was further renewed in November 2025 and the contractual price has been increased by approximately 10% starting from November 2025.
| 28 |
| c. | Renovation and upgrading of our golf courses and clubhouses |
As disclosed in our prospectus dated February 11, 2025, some of the net proceeds from the initial public offering will be used for renovation and upgrading of our golf courses, clubhouse and facilities. We have completed an extensive renovation both interior and exterior of our clubhouse located at Kissimmee Bay Country Club through careful planning and scheduling, there had been no disruption to daily business operations. However, in case of Remington Golf Club, the golf club had to be temporarily closed for renovation starting from May 17, 2025. The renovation was successfully completed and the golf club has re-opened on October 3, 2025. During the renovation period, we removed all old greens at Remington Golf Club and installed brand new state of the art TifEagle greens. The renovation project had caused an adverse effect on our businesses revenue at Remington Golf Club. The results of operations and the financial impact has been reflected in our results for Q3 as well as the nine months ended September 30, 2025.
Basis of Presentation
The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. They include the financial statements of the Company and its subsidiaries. All transactions and balances among these entities have been eliminated upon consolidation.
The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2025, and results of operations and cash flows for the nine months ended September 30, 2025 and 2024. The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.
Critical Accounting Policies, Judgments and Estimates
We have identified certain accounting policies that are significant to the preparation of our Group’s financial information. Some of our accounting policies involve subjective assumptions and estimates, as well as complex judgements relating to accounting items. In each case, the determination of these items requires management judgements based on information and financial data that may change in future periods. When reviewing our financial statements, you should consider: (i) our selection of accounting policies; and (ii) the results to changes in conditions and assumptions. We set forth below those accounting policies that we believe are of critical importance to us or involve the most significant estimates and judgements used in the preparation of our Group’s financial statements. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment, estimated incremental borrowing rate of lease and assumptions used for the valuation of stock-based compensation. Actual results may differ from these estimates.
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Accounts Receivable, net
Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of September 30, 2025 and December 31, 2024, the Company had no allowance for expected credit losses due to no experiences on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding accounts receivable as of September 30, 2025 and December 31, 2024 were subsequently settled before this report date.
Impairment for Long-Lived Assets
Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2025 and December 31, 2024, no impairment of long-lived assets was recognized.
Leases
ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of September 30, 2025 and December 31, 2024 are accounted for as operating leases.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
| 30 |
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
Revenue Recognition
All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:
| ● | executed contracts with the Company’s customers that it believes are legally enforceable; | |
| ● | identification of performance obligations in the respective contract; | |
| ● | determination of the transaction price for each performance obligation in the respective contract; | |
| ● | allocation the transaction price to each performance obligation; and | |
| ● | recognition of revenue only when the Company satisfies each performance obligation. |
The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.
In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations.
Revenue from golf operations
There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance.
The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of September 30, 2025 and December 31, 2024, the Company recorded contract liabilities - deferred revenue of $126,471 and $162,226, respectively.
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One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration.
Sales of merchandise, food and beverage
Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.
Ancillary revenue
Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable.
Income Tax
The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
As of September 30, 2025 and December 31, 2024, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements, respectively.
The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the nine months ended September 30, 2025 and 2024, respectively.
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Results of Operations
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Golf operations | $ | 225,808 | $ | 295,042 | $ | 1,670,616 | $ | 1,974,651 | ||||||||
| Sales of food and beverage | 91,359 | 107,707 | 464,749 | 499,792 | ||||||||||||
| Sales of merchandise | 11,320 | 15,627 | 76,728 | 91,451 | ||||||||||||
| Ancillary revenue | 8,391 | 18,523 | 55,388 | 73,177 | ||||||||||||
| Total revenue | 336,878 | 436,899 | 2,267,481 | 2,639,071 | ||||||||||||
| Operating costs: | ||||||||||||||||
| Golf operating costs (exclusive of salaries and benefits and depreciation shown separately below) | 334,923 | 323,530 | 984,414 | 1,030,225 | ||||||||||||
| Cost of food and beverage sales (exclusive of salaries and benefits and depreciation shown separately below) | 27,287 | 32,722 | 152,331 | 146,762 | ||||||||||||
| Cost of merchandise sales (exclusive of salaries and benefits and depreciation shown separately below) | 5,931 | 8,233 | 41,900 | 42,317 | ||||||||||||
| Salaries and benefits | 2,139,271 | 139,420 | 2,662,211 | 517,063 | ||||||||||||
| Depreciation | 55,252 | 50,353 | 158,049 | 150,391 | ||||||||||||
| Other general and administration expenses | 648,514 | 162,374 | 1,216,342 | 646,711 | ||||||||||||
| Total operating costs | 3,211,178 | 716,632 | 5,215,247 | 2,533,469 | ||||||||||||
| (Loss) income from operations | (2,874,300 | ) | (279,733 | ) | (2,947,766 | ) | 105,602 | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | - | (5,104 | ) | (4,491 | ) | (21,586 | ) | |||||||||
| Other income | 228,437 | 7,517 | 374,156 | 36,784 | ||||||||||||
| Total other income, net | 228,437 | 2,413 | 369,665 | 15,198 | ||||||||||||
| (Loss) income before income tax | (2,645,863 | ) | (277,320 | ) | (2,578,101 | ) | 120,800 | |||||||||
| Income tax (benefits) expenses | (120,442 | ) | (71,708 | ) | (29,631 | ) | 66,129 | |||||||||
| Net (Loss) Income | $ | (2,525,421 | ) | $ | (205,612 | ) | $ | (2,548,470 | ) | $ | 54,671 | |||||
Revenue
Revenue disaggregated by major revenue streams for the three months and nine months ended September 30, 2025 and 2024 are disclosed in the table below:
| For the three months ended | For the nine months ended | |||||||||||||||||||||||||||||||
| September 30, | Changes | September 30, | Changes | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Golf operations | ||||||||||||||||||||||||||||||||
| – annual membership dues | 74,172 | 80,788 | (6,616 | ) | (8 | )% | $ | 219,390 | 231,168 | $ | (11,778 | ) | (5 | )% | ||||||||||||||||||
| – one-time green fees | 151,636 | 214,254 | (62,618 | ) | (29 | )% | 1,451,226 | 1,743,483 | (292,257 | ) | (17 | )% | ||||||||||||||||||||
| Sales of food and beverage | 91,359 | 107,707 | (16,348 | ) | (15 | )% | 464,749 | 499,792 | (35,043 | ) | (7 | )% | ||||||||||||||||||||
| Sales of merchandise | 11,320 | 15,627 | (4,307 | ) | (28 | )% | 76,728 | 91,451 | (14,723 | ) | (16 | )% | ||||||||||||||||||||
| Ancillary revenue | 8,391 | 18,523 | (10,132 | ) | (55 | )% | 55,388 | 73,177 | (17,789 | ) | (24 | )% | ||||||||||||||||||||
| 336,878 | 436,899 | (100,021 | ) | (23 | )% | $ | 2,267,481 | 2,639,071 | $ | (371,590 | ) | (14 | )% | |||||||||||||||||||
| 33 |
Comparison for the nine months ended September 30, 2025 and 2024
Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $371,590 or 14% was mainly due to the decrease in all revenue streams.
Revenue from golf operations decreased by $304,035 or 15% from $1,974,651 for the nine months ended September 30, 2024 to $1,670,616 for the nine months ended September 30, 2025, which was driven by the decrease in one-time green fees from golf operations by $292,257 or 17% and the decrease in annual membership dues from golf operations by $11,778 or 5%.
Revenue from annual membership dues accounted for 10% and 9% of total revenue for the nine months ended September 30, 2025 and 2024. It decreased by $11,778 or 5% mainly due to the decrease in demand from customers who paid annual membership dues for the nine months ended September 30, 2025 because one of our golf courses was closed since May 2025.
One-time green fees from golf operations accounted for 64% and 66% of total revenue for the nine months ended September 30, 2025 and 2024, respectively. Decrease in one-time green fees by 17% resulted from the decrease in total number of rounds by 14% from approximately 44,000 rounds during the nine months ended September, 2024 to approximately 38,000 rounds during the nine months ended September 30, 2025 as well as the decrease in average price per round by 5% from $40 per round for the nine months ended September 30, 2024 to $38 per round for the nine months ended September 30, 2025. The decrease in revenue was due to one of our golf courses, Remington Golf Club, was closed for renovation since mid-May in 2025, in which the number of rounds for Remington Golf Club decreased by 32% for the period.
Decrease in revenue from sales of food and beverage by $35,043 or 7% from $499,792 for the nine months ended September 30, 2024 to $464,749 for the nine months ended September 30, 2025, which was contributed by the decrease in quantities sold by 8% from approximately 80,000 for the nine months ended September 30, 2024 to approximately 74,000 for the nine months ended September 30, 2025 and the average unit price remained stable at $6 per unit for the nine months ended September 30, 2025 and 2024. The decrease in quantity sold was in line with decrease in golf operations.
Decrease in revenue from sales of merchandise by $14,723 or 16% from $91,451 for the nine months ended September 30, 2024 to $76,728 for the nine months ended September 30, 2025, which was contributed by the decrease in sales of golf balls, men’s and ladies’ wear and gloves by 20% as a result of the decrease in sales to customers playing golf during the nine months ended September 30, 2025.
Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The decrease by $17,789 or 24% was mainly due to the decrease in demand for rental services for activities and events during the nine months ended September 30, 2025.
Comparison for the three months ended September 30, 2025 and 2024
Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $100,021 or 23% was mainly due to the decrease in all revenue streams.
Revenue from golf operations decreased by $69,234 or 23% from $295,042 for the three months ended September 30, 2024 to $225,808 for the three months ended September 30, 2025, which was driven by the decrease in one-time green fees from golf operations by $62,618 or 29% and the decrease in annual membership dues from golf operations by $6,616 or 8%.
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Revenue from annual membership dues accounted for 22% and 18% of total revenue for the three months ended September 30, 2025 and 2024. It decreased by $6,616 or 8% mainly due to the decrease in demand from customers who paid annual membership dues for the three months ended September 30, 2025 because one of our golf courses was closed since May 2025.
One-time green fees from golf operations accounted for 45% and 49% of total revenue for the three months ended September 30, 2025 and 2024, respectively. Decrease in one-time green fees by 29% resulted from the decrease in total number of rounds by 25% from approximately 8,000 rounds during the three months ended September 30, 2024 to approximately 6,000 rounds during the three months ended September 30, 2025 and the average price per round remained stable at $26 and $27 per round for the three months ended September 30, 2024 and 2025 respectively. The decrease in revenue was also due to one of our golf courses, Remington Golf Club, was closed for renovation since mid-May in 2025, in which the number of rounds for Remington Golf Club decreased by 100% in the third quarter.
Decrease in revenue from sales of food and beverage by $16,348 or 15% from $107,707 for the three months ended September 30, 2024 to $91,359 for the three months ended September 30, 2025, which was contributed by the decrease in quantities sold by 12% from approximately 17,000 for the three months ended September 30, 2024 to approximately 15,000 for the three months ended September 30, 2025 and the average unit price remained stable at $6 per unit for the three months ended September 30, 2024 and 2025. The decrease in quantity sold was in line with decrease in golf operations.
Decrease in revenue from sales of merchandise by $4,307 or 28% from $15,627 for the three months ended September 30, 2024 to $11,320 for the three months ended September 30, 2025, which was contributed by the decrease in sales of golf balls, men’s and ladies’ wear by 39% as a result of the decrease in sales to customers playing golf during the three months ended September 30, 2025.
Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The decrease by $10,132 or 55% was mainly due to the decrease in demand for rental services for activities and events during the three months ended September 30, 2025.
Operating expenses
Operating expenses consisted of the following:
| For the three months ended | For the nine months ended | |||||||||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | Changes | % | 2025 | 2024 | Changes | % | |||||||||||||||||||||||||
| Golf operating costs(1) | 334,923 | 323,530 | 11,393 | 4 | % | $ | 984,414 | $ | 1,030,225 | $ | (45,811 | ) | (4 | )% | ||||||||||||||||||
| Cost of food and beverage sales(1) | 27,287 | 32,722 | (5,435 | ) | (17 | )% | 152,331 | 146,762 | 5,569 | 4 | % | |||||||||||||||||||||
| Cost of merchandise sales(1) | 5,931 | 8,233 | (2,302 | ) | (28 | )% | 41,900 | 42,317 | (417 | ) | (1 | )% | ||||||||||||||||||||
| Salaries and benefits | 2,139,271 | 139,420 | 1,999,851 | 1,434 | % | 2,662,211 | 517,063 | 2,145,148 | 415 | % | ||||||||||||||||||||||
| Depreciation | 55,252 | 50,353 | 4,899 | 10 | % | 158,049 | 150,391 | 7,658 | 5 | % | ||||||||||||||||||||||
| Other general and administrative expenses | 648,514 | 162,374 | 486,140 | 299 | % | 1,216,342 | 646,711 | 569,631 | 88 | % | ||||||||||||||||||||||
| 3,211,178 | 716,632 | 2,494,546 | 348 | % | $ | 5,215,247 | $ | 2,533,469 | $ | 2,681,778 | 106 | % | ||||||||||||||||||||
| (1) | Exclusive of salaries and benefits and depreciation shown separately above. |
| 35 |
Comparison for the nine months ended September 30, 2025 and 2024
The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses increased from $2,533,469 for the nine months ended September 30, 2024 to $5,215,247 for the nine months ended September 30, 2025, which was primarily due to the increase in salaries and benefits and other general and administrative expenses and partially offset by the decreases in golf operating costs during the current period with details discussed below.
Golf operating costs consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Decrease in golf operating costs by $45,811 or 4% from $1,030,225 for the nine months ended September 30, 2024 to $984,414 for the nine months ended September 30, 2025 which was attributable to the decrease in golf course maintenance related expenses as a result of decrease in number of rounds by golf players and resulted in reduction in course maintenance and improvements projects carried out by Down-to-Earth prior to the renovation project started.
The increase in cost of food and beverage by $5,569 or 4% from $146,762 for the nine months ended September 30, 2024 to $152,331 for the nine months ended September 30, 2025 was mainly due to higher raw material prices for food and beverages during the period.
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves. Decrease in cost of merchandise sales by $417 was in line with the decrease in revenue from sales of merchandise.
Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management team, operating team, cashier and administrative personnel. The increase in salaries and benefits by $2,145,148 or 415% was primarily due to the increase in stock-based compensation by $1,841,632 in relation to the grant of stock options, the increase in salaries paid to the Chief Financial Officer by approximately $118,000 and the increase in directors’ fee by approximately $225,000.
Our depreciation mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The depreciation remained stable at $158,049 and $150,391 for the nine months ended September 30, 2025 and 2024, respectively.
Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machineries and equipment, utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative expenses. Increase in other general and administrative expenses by $569,631 or 88% from $646,711 for the nine months ended September 30, 2024 to $1,216,342 for the nine months ended September 30, 2025 was mainly attributable to the increase in professional fees by approximately $273,000, rental expenses by approximately $70,000, travelling expenses by approximately $83,000, director’s and officer’s liability insurance by approximately $68,000 and charitable donations by approximately $68,000.
Comparison for the three months ended September 30, 2025 and 2024
The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses increased from $716,632 for the three months ended September 30, 2024 to $3,211,178 for the three months ended September 30, 2025, which was primarily due to the increases in salaries and benefits and other general and administrative expenses during the current period with details discussed below.
Golf operating costs consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Increase in golf operating costs by $11,393 or 4% from $323,530 for the three months ended September 30, 2024 to $334,923 for the three months ended September 30, 2025 which was attributable to the increase in landscaping by approximately $14,000 during the period.
The decrease in cost of food and beverage by $5,435 or 17% from $32,722 for the three months ended September 30, 2024 to $27,287 for the three months ended September 30, 2025 was in line with the decrease in sales of food and beverage.
| 36 |
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves. Decrease in cost of merchandise sales by $2,302 was in line with the decrease in revenue from sales of merchandise.
Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management team, operating team, cashier and administrative personnel. The increase in salaries and benefits by $1,999,851 or 1,434% was primarily due to the increase in stock-based compensation by $1,841,632 in relation to the grant stock options, the increase in salaries paid to the Chief Financial Officer by approximately $28,000 and the increase in the directors’ fee by approximately $155,000.
Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The depreciation remained stable at $55,252 and $50,353 for the three months ended September 30, 2025 and 2024, respectively.
Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machineries and equipment, utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative expenses. Increase in other general and administrative expenses by $486,140 or 299% from $162,374 for the three months ended September 30, 2024 to $648,514 for the three months ended September 30, 2025 was mainly attributable to the increase in professional fees by approximately $253,000, rental expenses by approximately $30,000, travelling expenses by approximately $53,000, director’s and officer’s liability insurance by approximately $46,000 and charitable donations by approximately $68,000.
Comparison for the three and nine months ended September 30, 2025 and 2024
Other income (expense)
Other income (expense) mainly includes interest expenses regarding the bank and other borrowings incurred, bank interest income, dividend from money market accounts and additional service charges from customers who paid by credit cards. The increase in other income (expense) by $354,467 for the nine months ended September 30, 2025 and $226,024 for the three months ended September 30, 2025 was mainly due to the dividend income generated from the cash deposit in money market accounts upon successful listing of common stocks in Nasdaq.
Income tax expenses
The Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% to the income tax amount recorded for the three and nine months ended September 30, 2025 and 2024.
The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the NOLs and temporary difference can be utilized.
As of September 30, 2025, the Company had $949,608 of net operating losses (“NOLs”) which can be carried forward indefinitely.
The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.
The Company recorded income tax benefits of $29,631 for the nine months ended September 30, 2025 and income tax expenses of $66,129 for the nine months ended September 30, 2024. The effective tax rate decreased from 54.7% for the nine months ended September 30, 2024 to 1.1% for the nine months ended September 30, 2025, which was mainly due to the overprovision of DTA for the first half. The Company recorded income tax benefits of $120,442 and $71,708 for the three months ended September 30, 2025 and 2024, respectively. The increase in income tax benefits was mainly due to the reversal of deferred tax liabilities for the period.
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Please refer to Note 12 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.
Net (loss) income
Our net loss for the nine months ended September 30, 2025 was $2,548,470 while our net income for the nine months ended September 30, 2024 was $54,671. The decrease in net income by $2,603,141 or 4,761% was mainly due to the decrease in our revenue, the increase in our operating costs and the increase in our other expenses during the nine months ended September 30, 2025.
Our net loss for the three months ended September 30, 2025 and 2024, was $2,525,421 and $205,612, respectively. The increase in net loss by $2,319,809 or 1,128% was mainly due to the decrease in our revenue, the increase in our operating costs and the increase in our other expenses during the three months ended September 30, 2025.
Liquidity and Capital Resources
The following table sets forth a breakdown of our current assets and current liabilities as of dates indicated:
Working Capital
The following table summarizes our cash and working capital as of September 30, 2025 and December 31, 2024:
| September 30, | December 31, | |||||||||||||||
| 2025 | 2024 | Changes | % | |||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 29,408,326 | $ | 457,142 | $ | 28,951,184 | 6,334 | % | ||||||||
| Accounts receivable – net | 23,687 | 20,778 | 2,909 | 14 | % | |||||||||||
| Short-term investment | - | 6,778 | (6,778 | ) | (100 | )% | ||||||||||
| Inventories, net | 36,014 | 55,817 | (19,803 | ) | (35 | )% | ||||||||||
| Deferred offering costs | - | 582,679 | (582,679 | ) | (100 | )% | ||||||||||
| Prepaid expenses | 424,382 | - | 424,382 | 100 | % | |||||||||||
| Other current assets | 75,573 | 2,078 | 73,495 | 3,537 | % | |||||||||||
| Total currents assets | $ | 29,967,982 | $ | 1,125,272 | $ | 28,842,710 | 2,563 | % | ||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 517,286 | $ | 420,005 | $ | 97,281 | 23 | % | ||||||||
| Contract liabilities – deferred revenue | 126,471 | 162,226 | (35,755 | ) | (22 | )% | ||||||||||
| Bank and other borrowings – current | - | 94,007 | (94,007 | ) | (100 | )% | ||||||||||
| Operating lease liabilities – current | 200,768 | 195,115 | 5,653 | 3 | % | |||||||||||
| Due to related parties | - | 2,532,160 | (2,532,160 | ) | (100 | )% | ||||||||||
| Total current liabilities | $ | 844,525 | $ | 3,403,513 | $ | (2,558,988 | ) | (75 | )% | |||||||
| Working Capital Assets (Deficiency) | $ | 29,123,457 | $ | (2,278,241 | ) | $ | 31,401,698 | (1,378 | )% | |||||||
Accounts receivable – net
Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit loss. Increase in balance was mainly due to the more customers who paid by credit cards near the period end.
| 38 |
Inventories
Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears. The Company keeps low inventories since the turnaround time is short.
Deferred offering costs
Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the IPO. Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of income. The deferred offering costs was offset against the equity upon the listing during the current period which resulted in nil balance as of September 30, 2025.
Prepaid expenses
Prepaid expenses represent the prepayment for (i) the non-refundable consultancy service of $450,000; (ii) the non-refundable prepaid annual listing fee to Nasdaq of $64,166; (iii) the refundable director’s and officer’s liability insurance premium of $191,019; (iv) the non-refundable run-off director’s and officer’s liability insurance premium of $227,250; (v) other refundable prepaid expenses of $82,549 which was classified as current portion.
Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the nine months ended September 30, 2025, $81,250 of consultancy service fee was recognized in statement of operations and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $218,750.
Regarding the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after listing and prepaid obligation insurance for directors and officers starting from February 12, 2025 and July 25, 2025, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $153,993 in aggregate was recognized as current portion of prepaid expenses.
Regarding the prepaid obligation run-off insurance for directors and officers starting from July 25, 2025, the service contract has six years term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance was recognized as prepaid expenses with current portion of $37,840 and non-current portion of $182,360.
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable. Increase in accounts payable and accrued liabilities balance by $97,281 or 23% from $420,005 as of December 31, 2024 to $517,286 as of September 30, 2025 was mainly due to the increase in other payable by approximately $100,000 for the greens renovation in Remington Golf Club.
Contract liabilities – deferred revenue
Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the customers. The decrease in this balance by $35,755 or 22% was mainly due to revenue recognized during the nine months ended September 30, 2025 outweighed the annual membership dues being received in advance.
| 39 |
Bank and Other Borrowings
The Company borrowed loans from various financial institutions for working capital purpose. The decrease in bank and other borrowings was mainly due to full settlement of all bank and other borrowing during the nine months ended September 30, 2025 upon listing in February 2025.
Operating lease liabilities
The operating leases liabilities represented the leases for golf cars and golf equipment for terms of four to five years. The operating leases – current remained stable at $200,768 and $195,115 as of September 30, 2025 and December 31, 2024, respectively.
Amounts due to related parties
Amounts due to related parties consist of the following:
| Name | Relationship | Nature | September 30, 2025 | December 31, 2024 | ||||||||
| Mr. Cheung Ching Ping | Shareholder and Director of the Company | Interest-free listing expense loans(1) | $ | - | $ | 1,021,617 | ||||||
| Mr. Cheung Ching Ping | Shareholder and Director of the Company | Interest-free shareholder’s loans(2) | - | $ | 607,272 | |||||||
| Mr. Cheung Ching Ping | Shareholder and Director of the Company | Director’s remuneration (3) | - | - | ||||||||
| Mr. Cheung Chi Ping | Shareholder and Director of the Company | Interest-free shareholder’s loans(2) | - | 485,917 | ||||||||
| Mr. Cheung Chi Ping | Shareholder and Director of the Company | Director’s remunerations(4) | - | 295,900 | ||||||||
| Mr. Cheung Yick Chung | Shareholder of the Company | Interest-free shareholder’s loans(2) | - | 121,454 | ||||||||
| $ | - | $ | 2,532,160 | |||||||||
Notes:
| (1) | On September 7, 2023, Mr. Cheung Ching Ping, a shareholder of the Company, entered into a loan facility agreement with the Company that Mr. Cheung Ching Ping agreed to pay the listing expenses incurred for the initial public offering in Nasdaq on behalf of the Company before listing with a maximum principal amount of $1,000,000 which was then increased to $1,100,000 in January 2025. Pursuant to the facility agreement, the loan is interest-free, unsecured and repayable on the earlier of within 30 days from the date the Company’s common stock listed on Nasdaq, or December 31, 2025. As of December 31, 2024, the amount of listing expenses paid by Mr. Cheung Ching Ping on behalf of the Company was $1,021,617. The loan was fully settled during the nine months ended September 30, 2025 upon listing. |
| (2) | On April 24, 2014, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung entered into two shareholders’ loan agreements with Chrome Field I, Inc. and Chrome Field II, Inc., wholly-owned subsidiaries of the Company, respectively. Pursuant to the shareholders’ loan agreements, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung agreed to grant shareholders’ loans at principal amounts of $1,307,619.69 and $1,447,739.16 to Chrome Field I, Inc. and Chrome Field II, Inc., respectively, in a proportion of 50%, 40% and 10%, respectively, in connection with the acquisition of Kissimmee Bay and Remington in 2014. Pursuant to the shareholders’ loan agreements, the loans are interest-free, unsecured and to repayable on demand. As of December 31, 2024, amount of outstanding shareholders’ loans owned by the Company to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $607,272, $485,917 and $121,454, respectively. The outstanding balances were fully settled during the nine months ended September 30, 2025 upon listing. |
| 40 |
| (3) | For the nine months ended September 30, 2025, the Company charged $70,000 as director’s remuneration to Mr. Cheung Ching Ping and recognized under salaries and benefits on the statements of operations. The director’s remuneration payable to Mr. Cheung Ching Ping was fully settled during the nine months ended September 30, 2025. |
| (4) | For the sake of compensating Mr. Cheung Chi Ping’s involvement in the daily operations and management of golf operations of the Company, director’s remuneration was granted by the Company every year based on the performance of the Company. For the nine months ended September 30, 2025 and 2024, the Company charged $77,500 and $40,000, respectively, as director’s remuneration to Mr. Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2024, outstanding director’s remuneration was $295,900. The director’s remuneration payable to Mr. Cheung Chi Ping was fully settled during the nine months ended September 2025. |
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities:
| For the nine months ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Changes | ||||||||||
| Cash (used in) provided by Operating Activities | $ | (1,498,549 | ) | $ | 145,601 | $ | (1,644,150 | ) | ||||
| Cash used in Investing Activities | $ | (840,274 | ) | $ | (126,680 | ) | $ | (713,594 | ) | |||
| Cash provided by (used in) Financing Activities | $ | 31,290,007 | $ | (163,054 | ) | $ | 31,453,061 | |||||
| Net change in cash and cash equivalents | $ | 28,951,184 | $ | (144,133 | ) | $ | 29,095,317 | |||||
Cash Flow from Operating Activities
During the nine months ended September 30, 2025, our net cash used in operating activities was approximately $1,498,549, primarily arising from net loss of $2,548,470, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $158,049 and stock-based compensation of $1,841,632. Changes in operating assets and liabilities mainly include (i) an increase in prepaid expenses of $825,492 due to the prepaid consultancy fee, prepaid annual listing fee to Nasdaq and prepaid director’s and officer’s liability insurance premium during the current period as mentioned above; (ii) an increase in other current assets of $73,495; and (iii) a decrease in contract liabilities of $33,755 due to revenue recognized in the current period in relation to contract liabilities outweighed the annual membership dues being received in advance during the period.
During the nine months ended September 30, 2024, our net cash provided by operating activities was approximately $145,601, primarily arising from net income of $54,671, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $150,391 and unpaid director’s remuneration of $40,000. Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $17,559 due to decrease in customers who paid by credit cards near the period end; (ii) a decrease in deferred tax assets of $20,918 due to the utilization of NOLs for the nine months ended September 30, 2024; (iii) a decrease in accounts payable and accrued liabilities of $162,706 due to decrease in accounts payable as a result of settlement of payables to vendors outweighed the costs incurred to vendors; (iv) a decrease in contract liabilities of $21,093 due to revenue recognized in the current period in relation to contract liabilities outweighed the annual membership dues being received in advance during the period; and (iv) increase in deferred tax liabilities of $45,211 due to increase in the temporary difference derived from the accelerated depreciation of property and equipment.
Cash Flows from Investing Activities
During the nine months ended September 30, 2025, cash flows used in investing activities were for the purchase of property and equipment and advances for property of $622,350 and $224,702, respectively. The purchase and payment for acquisition of property and equipment was due to payments for the renovation and upgrading of our golf courses, clubhouse and facilities, greens renovation and roof replacement.
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During the nine months ended September 30, 2024, cash flows used in investing activities were for the purchase of property and equipment of $126,680, it is mainly due to the payment for the pump station.
Cash Flows from Financing Activities
During the nine months ended September 30, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093, net proceeds from pre-funded warrants of $23,520,000 and partially offset by net repayments of related party loans of $2,520,528, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs of $171,180 during the period right before the successful listing.
During the nine months ended September 30, 2024, cash used in financing activities was the result of payment for deferred offering costs of $321,876 and repayments of bank and other borrowings of $566,091 and partially offset by net proceeds from related party loans of $724,913.
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.
Capital Expenditures
We incurred capital expenditures of $847,052 and $126,680 for the nine months ended September 30, 2025 and 2024, respectively, which mainly related to the renovation and upgrading of our golf courses, clubhouse and facilities, greens renovation, roof renovation and purchase of pump station, respectively.
Contractual Obligations
Lease Agreements
The Company has six leases classified as right of use operating leases for golf cars and golf equipment.
Future minimum lease payments under operating leases as of September 30, 2025 were as follows:
| Year ending December 31, | Total | |||
| 2025 (excluding nine months ended September 30, 2025) | $ | 59,320 | ||
| 2026 | 215,645 | |||
| 2027 | 177,400 | |||
| 2028 | 177,400 | |||
| 2029 | 123,440 | |||
| 2030 | 8,985 | |||
| $ | 762,190 | |||
| Less imputed interest | (63,380 | ) | ||
| Operating lease liabilities | $ | 693,810 | ||
Future minimum lease payments under operating leases as of December 31, 2024 were as follows:
| Year ending December 31, | Total | |||
| 2025 | $ | 228,430 | ||
| 2026 | 200,125 | |||
| 2027 | 161,880 | |||
| 2028 | 161,880 | |||
| 2029 | 107,920 | |||
| $ | 860,235 | |||
| Less imputed interest | (84,689 | ) | ||
| Operating lease liabilities | $ | 775,546 | ||
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Cash Flow Sufficiency
In order to meet the debt obligations and operating needs of our business, our management expects to satisfy the cash flow needs and through (i) maintaining stable relationships with banks in order to renew the bank borrowings upon maturity or to arrange for additional banking facilities for use when necessary; (ii) closely monitoring the collection status of accounts receivable and actively following up with our customers for settlements; (iii) diversifying and broadening our customer base to avoid reliance on particular customers and to expand our sources of revenue and cash flow; (iv) effectively managing accounts payable and negotiating for longer credit periods from suppliers, when necessary; (v) obtaining financial support from our Controlling Shareholder and investors to meet short-term operating expenses; and (vi) continuing to focusing on improving operational efficiency and cost reductions and enhancing efficiency.
The Company successfully raised a total net proceed of $10.65 million, after deducting underwriting discounts and commission and other offering expenses, from its initial public offering on February 13, 2025.
On July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate net proceeds of approximately $23.52 million, after deducting fees and offering expenses.
The Company believes that, taking into consideration the successful listing in February 2025 and internal financial resources we have, including the current levels of cash and cash flows from operations, and the measures mentioned above, will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this report.
Quantitative and Qualitative Disclosure About Market Risk
Credit Risk
The Company’s principal financial assets are cash and cash equivalents, accounts receivables and prepaid expenses. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
Management believes that the Company is not exposed to any significant credit risk with respect to its cash.
The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as of September 30, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.
Vendor concentration risk
As of September 30, 2025 and December 31, 2024, the Company owed 69% and 84% of accounts payable to a key supplier, respectively.
For the nine months ended September 30, 2025 and 2024, one vendor accounted for 15% and 32% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the nine months ended September 30, 2025 and 2024, respectively.
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For the three months ended September 30, 2025 and 2024, one vendor accounted for 8% and 36% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the three months ended September 30, 2025 and 2024, respectively.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including through operations and financial support from our stockholders and financial institutions. We are continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Our ability to continue as a going concern is dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current and future liquidity needs.
Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required by this item.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act at the end of the period covered by this quarterly report.
Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
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PART II—OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.
As of the date of this Quarterly Report, we are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.
| ITEM 1A. | RISK FACTORS |
As a smaller reporting company, we are not required to make disclosures under this item.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
Trading Arrangements of Section 16 Reporting Persons.
During
the quarter ended September 30, 2025, no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange
Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common shares (i.e. directors and certain
officers of the Company) maintained,
| ITEM 6. | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer required by Rule 13a-14(a). | |
| 31.2* | Certification of Principal Financial Officer required by Rule 13a-14(a). | |
| 32.1** | Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code. | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 45 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: November 14, 2025 | ||
| AUREUS GREENWAY HOLDINGS INC. | ||
| By: | /s/ ChiPing Cheung | |
| ChiPing Cheung | ||
| Chief Executive Officer, President and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Sam Wai Sing Lui | |
| Sam Wai Sing Lui | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 46 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, ChiPing Cheung, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aureus Greenway Holdings Inc.;
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 company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) 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 my supervision, to ensure that material information relating to the company, 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 financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’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 company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting. |
Dated: November 14, 2025 |
||
| By: | /s/ ChiPing Cheung | |
| ChiPing Cheung | ||
| Chairman and Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sam Wai Sing Lui, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aureus Greenway Holdings Inc.;
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 company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) 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 my supervision, to ensure that material information relating to the company, 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 financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’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 company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting. |
| Dated: November 14, 2025 | ||
| By: | /s/ Sam Wai Sing Lui | |
| Sam Wai Sing Lui | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer and Principal Financial Officer) |
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 Aureus Greenway Holdings Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), each of 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:
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 operation of the Company.
| Dated: November 14, 2025 | ||
| By: | /s/ ChiPing Cheung | |
| ChiPing Cheung | ||
| Chief Executive Officer, President and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Sam Wai Sing Lui | |
| Sam Wai Sing Lui | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |