Powerus Corp 10-K for FY2025
Powerus Corp (PUSA)
About this 10-K
Powerus Corp filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.96M
- down 10.1% from $3.3M a year earlier
- Net loss
- $3.68M
- compared with a net loss of $183.7K a year earlier
- Diluted EPS
- -$0.27
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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the fiscal year ended
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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sales price for the common stock of $3.15, as reported on the Nasdaq Capital Market, was approximately $
As of March 31, 2026 there were of the registrant’s shares of common stock issued and outstanding.
AUREUS GREENWAY HOLDINGS INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2025
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (the “Annual Report”) contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
OTHER PERTINENT INFORMATION
Except where the context otherwise requires and for purposes of this Annual Report on Form 10-K only, references to:
“Association” refers to the Kissimmee Bay Community Association, Inc. a not-for-profit corporation homeowners association;
“Aureus Greenway” “our business”, “our Company”, “Company”, “we”, “us”, “our” and “Group” refers to Aureus Greenway Holdings Inc., a corporation incorporated under the laws of the State of Nevada and, unless the context requires otherwise, its subsidiaries;
“BVI” refers to the British Virgin Islands;
“CCR” refers to the master declaration of covenants, conditions, restrictions, easements, and reservations of the Kissimmee Bay Community Association;
“Chrome I” refers to Chrome Fields I, a corporation formed in the State of Delaware and an indirect wholly-owned subsidiary of the Company;
“Chrome II” refers to Chrome Fields II, a corporation formed in the State of Delaware and an indirect wholly-owned subsidiary of the Company;
“Common Stock” are to our shares of common stock with a par value of $0.001 per share
“Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended;
“FSC I” refers to FSC Clearwater LLC, a limited liability company formed in the State of Florida and an indirect wholly-owned subsidiary of the Company;
“FSC II” refers to FSC Clearwater II LLC, a limited liability company formed in the State of Florida and an indirect wholly-owned subsidiary of the Company;
“IPO” refers to our initial public offering, which we consummated on February 14, 2025, and through which we offered and sold 3,000,000 shares of our common stock at a price to the public of $4.00 per share. The gross proceeds to us from the IPO were $12 million, before deducting underwriting discounts and other offering expenses.
“Kissimmee Bay” refers to Kissimmee Bay Country Club in Florida and which is owned by FSC I;
“Mr. C. P. Cheung” refers to Mr. ChiPing Cheung, our former executive director, Chief Executive Officer and the brother of Mr. S. Cheung and the son of Mr. Y. C. Cheung and Ms. C. Lee;
“Mr. S. Cheung” refers to Mr. Stephen Ching Ping Cheung, our former designated executive director, Executive Chairman and the brother of Mr. C. P. Cheung and the son of Mr. Y. C. Cheung and Ms. C. Lee;
“Mr. Y. C. Cheung” refers to Mr. Yick Chung Cheung, the father of Mr. C. P. Cheung and Mr. S. Cheung;
“Ms. C. Lee” refers to Ms. Chan Lee, the mother of Mr. C. P. Cheung and Mr. S. Cheung;
“Pine Ridge” refers to Pine Ridge Group Limited, a company formed in the BVI on May 3, 2013, a direct wholly-owned subsidiary of the Company;
“Remington” refers to Remington Golf Club in Florida and which is owned by FSC II;
“SEC” or “Securities and Exchange Commission” are to United States Securities and Exchange Commission;
“Securities Act” are to the U.S. Securities Act of 1933, as amended; and
“U.S. dollars,” “$,” and “dollars” refers to the legal currency of the United States.
We have relied on statistics provided by a variety of publicly-available sources regarding growth in the golf industry. We did not directly or indirectly sponsor or participate in the publication of such materials, and these materials are not incorporated in this report other than to the extent specifically cited in this report. We have commissioned an industry report from Frost & Sullivan Inc. (“Frost & Sullivan”). We have sought to provide current information in this report and believe that the statistics provided in this report remain up-to-date and reliable, and these materials are not incorporated in this report other than to the extent specifically cited in this report.
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PART I
Item 1. Business
Overview
We own and operate two public golf country clubs in Florida that each feature a golf-club, consisting of over 289 acres of multi-service recreational property. 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 golfer. We believe our golf country clubs are a serene combination of approachable golf and nature that are designed to appeal to local residents and tourists alike. Both of our golf-courses are aesthetically complemented by nearby waterways of which we believe provide both our golf-courses with scenic backdrops and enhance our customers’ golfing experience. Our golf country clubs also host local golf leagues, golf-tournaments, and private events. We believe the natural elements and diverse challenges of our golf-courses, services and amenities offers a compelling value to our customers and will allow our facilities to maintain customer loyalty while being an attractive tourist destination in the greater Orlando Florida region. Moreover, we believe that “green fees” or entry fees at our golf-courses are priced affordably compared to Orlando’s resort area courses, and as a result are popular especially during our peak winter season in the greater Central Florida region. The property underlying both of our golf country clubs and the owner of that property is part of and subject to the Association, a not-for-profit corporation homeowners association. Leveraging our two golf country clubs, we plan to (i) continue to develop customer loyalty and capture a greater share of the golf-players who live in- or visit-the greater Orlando region and (ii) increase our revenue from the operation of our golf country clubs. We believe the quality of our golf-courses and the amenities we offer will continue to enhance our ability to attract and retain golf-players across a number of demographic groups and skill levels.
Each of our golf country clubs is organized into four principal business segments: (i) golf recreation, retail golf products, and equipment and facilities rental, (ii) membership dues, (iii) food and beverage services. and (iv) ancillary services and amenities. Each of the golf-courses featured at our golf country clubs present a different set of physical and strategic challenges depending on the layout and where we place the position of a ball-hole and flagstick on a green from time to time during the golf-season. We believe this variation helps to create an enjoyable experience for our customers, no matter how many times they have visited our golf-courses before. Our golf country clubs are less than a mile away from one another, providing our customers with an excellent option for a 36-hole day of golf at both of our facilities. Our customers will encounter similar elements at our golf-courses that may be found at most golf courses which include but are not limited to what we consider to be the essential parts of a golf-course: greens, fairways, and hazards—such as bunkers or the rough.
The “tee” is located in the “tee box” where each hole of a golf-course begins. The “green” is where the hole and flagstick are located. The “fairway” is a stretch of short grass between the tee box and the putting green. The goal of the game of golf is to get the golf ball from the tee, and into the hole on the green with the fewest strokes possible. Every hole of each course ends at the green. The tee box is a close-cut area of grass at the starting point of the hole. Our golf-courses have several tee boxes available for our customers to choose from based on a customer’s skill level. Usually, tees near the fairway are meant for beginners, while more advanced golf-players are better suited to hit a golf-ball from the back tees at the beginning of each hole on a golf-course. For example, our tee boxes are marked by colors which correlate to a recommended skill level to make it easy for our customers to decide where to start. Once a customer has chosen where to “tee off” or drive the ball towards the green, they can place a ball on a tee and take a swing.
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Our golf-courses include a number of intentionally designed obstacles our customers should strategically avoid on the golf-course which are known as “hazards” or areas referred to “the rough”. We believe these hazards keep each round of golf interesting and challenging for our customers. Our customers should strategically avoid landing a golf ball near or on hazards such as water or bunkers, which are narrow pits filled with sand. Similarly, our customers should avoid hitting a ball near or around the rough, which is a manicured and longer-cut area of grass surrounding our fairways and greens because it is usually difficult and unpredictable to hit a ball from the rough. If a customer has their ball in the rough or in a sand trap, they often move the ball back to the fairway or into the green with golf country clubs known as sand wedges, lob wedges, or pitching wedges. However, if a customer cannot hit the ball, they must take a one-stroke penalty and either hit the ball again or drop their golf ball near the hazard, but not closer to the hole.
The grass we place on our greens is the most highly manicured area on the course. We maintain the greens so that the grass contained therein is short so that the ball can easily roll. Before a customer takes a shot on the green, they must read the ground conditions. To read the conditions of the green, a customer often makes note of the highest point on the surface because golf-putts (or shorter golf-ball taps) will usually roll away from that point. For example, sometimes wet, humid conditions like those in Florida will cause a green to slow a golf-ball down which may cause golf-putts to stick to the grass. Our greens superintendent regularly measures the rolling speed of our greens using a “stimpmeter” to assess the “stimp” of our putting greens which helps us determine whether additional topdressing of sand is needed on each of our greens to keep the roll fast and consistent. The stimp represents the numerical value that represents how fast the golf ball rolls on the putting surface while a “Stimpmeter” device is used to measure the speed of a golf course green by applying a known velocity to a golf ball and measuring the distance traveled in feet. The lower the stimp, the slower the greens while, the higher the stimp, the faster the greens. We believe manicuring the greens is important to our customers and that the manicured greens create a more enjoyable experience at our golf country clubs.
We acquired both of our golf country clubs in 2014, and since then, our management team has grown alongside the business. Similarly, our revenue has increased steadily during the last five years due to efforts from our greens superintendent as well as the executive management team. We believe recent capital improvements at both golf country clubs will help the facilities and our golf-courses progressively grow in stature and reputation in order to keep up to date with future infrastructure needs that can meet future demand and structural wherewithal. As a result of these upgrades and our management’s plans for growth, we believe they have gained valuable experience and are well-equipped to take on additional assets and continue to enhance the performance of both golf country clubs since our initial acquisition in 2014. The following provides an overview of the unique features and services offered by both of our golf country clubs.
The Kissimmee Bay Country Club
The Kissimmee Bay Country Club (“Kissimmee Bay”), located south of Orlando, Florida, was designed by Clifton, Ezell & Clifton and hosts a par 71 18-hole course with five colored sets of tee boxes with increasing difficulty designated by color with a total yardage of 6,830, lined with oak trees that we believe date back a hundred years that blend with classic palm trees to anchor and frame the vistas across Kissimmee Bay. In 2017, we upgraded Kissimmee Bay’s greens with highly manicured “champion G12” grass, a new cultivar of champion ultradwarf Bermuda grass which now line the greens on Kissimmee Bay’s course. To that end, due to the course’s acclaimed beauty and value, in 2023 Kissimmee Bay was appropriately recognized and named by Golf Digest magazine as one of “Best Courses in Orlando under $100.”1
While open to the public daily, Kissimmee Bay is also intertwined with the local community through our membership in the Association and maintains 100 members as of December 31, 2025. It is specifically located in a neighborhood in Kissimmee, Florida near the intersection of Irlo Bronson Hwy (US192) and the Florida Turnpike. This golf-course opened for play in 1990 and is situated approximately fifteen minutes’ drive from Orlando International Airport and just west of East Lake Tohopekaliga. For the twelve months ended 2025, 51,000 rounds of golf were played.
In addition to standard recreational golf and related services, Kissimmee Bay guests enjoy accommodations that include a full kitchen, antique-display, bar, and banquet room where we offer what we believe are popular crowd-pleasing menu-items. Kissimmee Bay’s event space can comfortably seat large golf events as well as private events including weddings, galas, banquets, business meetings, and holiday parties. These events generate significant business for our club, and help to drive club visibility, while increasing our food and beverage sales and facility utilization. Kissimmee Bay’s clubhouse walls also feature a display adorned with rare golf antiques that we believe are rare in the golf world. Kissimmee Bay hosts a local rotary club’s weekly meetings which maintains possession of those golf antiques. The antiques are not held by Kissimmee Bay.
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The Remington Golf Club
The Remington Golf Club (“Remington”) was designed by architects Clifton, Ezell & Clifton and hosts a par 72 18-hole course with five colored sets of tee boxes with increasing difficulty designated by color with a total yardage of 7,111. Remington is designed along hardwood trees, palm trees and classic and tropical flora and was built in 1996.
Remington Golf Club is specifically located in Kissimmee Florida near the intersection of Irlo Bronson Hwy (US192) and the Florida Turnpike. Remington opened for play in May 1996. Remington is also intertwined with the local community through our membership in the Association and has 30 members as of the date of this Annual Report. Approximately 23,000 rounds of golf were played at Remington for the twelve months ended December 31, 2025.
Remington’s clubhouse features a full kitchen, a bar, a pro-shop and three of our offices. Remington offers customers a no-frills golf experience for casual recreational play. We offer hot and cold food options at Remington’s clubhouse.
1 The best courses you can play in Orlando under $100. Golf Digest. (January 21, 2023). https://www.golfdigest.com/courses/guides/best-public-golf-courses-orlando-under-100-dollars
The property underlying both of our golf country clubs and the owner of that property is part of and subject to the Association, a not-for-profit corporation homeowners association. The Association is the governing homeowners’ association which is responsible for the operation of the Kissimmee Bay community in which the Association’s voting membership is made up of owners, and in which membership is a mandatory condition of property ownership in the community. Each household within the association is entitled to cast one vote and the owner of our golf country clubs is entitled to cast ten votes at each Association meeting where Association-wide matters may be voted on. As of March 1, 2024, there were approximately 293 households in the Association and the golf country club owner’s vote represents approximately 3% of the total votes that may be cast. The Association is governed by a “Master Declaration of Covenants, Conditions, Restrictions, Easements and Reservations” for Kissimmee Bay (the “CCR”) that, among other things, (i) limits certain of our property use, (ii) imposes several reciprocal and non-reciprocal easements on us, (iii) outlines design guidelines on our property that we and the Association owners must adhere to and (iv) creates the Association that has the power to levy assessments and liens, review proposed architectural changes and govern common amenities. We provide club memberships to a group of legacy members who are part of the Association pursuant to the CCR who enjoy the lifestyle of patronizing Kissimmee Bay and Remington year-round. The Association’s CCR does not materially interfere with the ordinary course of business of the Company or any of its subsidiaries.
Corporate Structure and History
Aureus Greenway Inc. was incorporated in the State of Nevada on December 22, 2023, under The Nevada Revised Statutes (the “NRS”). Our principal executive offices are located at 2995 Remington Boulevard Kissimmee, Florida 34744, and our telephone number is (407) 344 4004. Our current registered office and current principal place of business in Nevada are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701. Our website address is www.aureusgreenway.com.
Aureus Greenway is a holding company incorporated in Nevada and headquartered in Florida. As a holding company with no material operations of its own, Aureus Greenway conducts operations through its subsidiaries in the State of Florida, in the United States.
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The following diagram illustrates our current corporate structure as of the date of this report:
Our Business Model
We are the manager and operator of golf country clubs just south of Orlando, Florida. We believe that our golf country clubs are designed to appeal to a wide-ranging population that attracts customers across a number of local and tourism-driven demographic groups. We believe the combination of our geographic location and approachable golf-courses allow us to capture a greater share of a broad base of customers’ discretionary leisure spending. We believe our golf country clubs are designed to provide customers with lush and serene backdrops where they can enjoy leisure and social activities.
Both of our golf-courses are conveniently located just south of Orlando, Florida and both Remington and Kissimmee Bay are an approximate 23-minute drive to popular attractions such as Walt Disney World Resort. Similarly, both our golf-courses are easily accessible via major highways and in close proximity to Orlando International Airport. According to Frost & Sullivan Limited, whom we commissioned in December 2023 to produce a report which covers and analyzes the golf club industry for a period of 2018-2022, Orlando, Florida is one of the most visited cities in the world for leisure travelers with domestic and international visitors combined rising from 111.8 million in 2018 to 137.4 million in 2022. Further, both our golf-courses are open for play to the general public provided, however, Kissimmee Bay and Remington maintain club memberships in order to provide exclusive benefits to those members, including but not limited to, reduced green and food and beverage fees. For the fiscal year ended December 31, 2025, Kissimmee Bay accounted for 61% of our total club revenue and business, Remington accounted for 39% of our total club revenue and business. In 2025, we have completed our renovation projects for Kissimmee Bay and Remington including the installation of 19 new TiffEagle greens at Remington Golf Club and extensive renovations to the interior and exterior of the clubhouse at Kissimmee Bay Country Club.
We are a service-oriented business, but we depend on a number of third-party suppliers in order to comprehensively operate our golf country clubs and its and supply our customers with enjoyable leisure experiences. Our large suppliers include equipment and service suppliers, all of whom are independent third parties. These third-party vendors include but are not limited to our golf-course maintenance, equipment, professional service providers, golf cart supplier, golf merchandise suppliers, and food and beverage suppliers. Moreover, as a leisure business, we do not depend on any individual customer. Instead, our primary goal is to continuously enhance our quality and services to ensure every customer has a positive experience in order to recommend and revisit either of our golf country clubs. Our golf-courses provide a broad variety of golf services to appeal to a diverse group of families and individuals who lead an active lifestyle and seek flexible access to a public golf-course near Orlando, Florida. Our operations are seasonal in nature, and we experience annual peak and shoulder seasons which are determined by the climate in Central Florida, as well as factors that we believe include regional and holiday-driven tourism, discretionary leisure spending associated with larger national or regional macroeconomic trends. The shoulder season is comprised of months before and after the peak season and historically includes mid-April to May, and October to December, while our peak season historically includes January through mid-April. Slow season historically takes place during Florida’s summers, inclusive of June through September. Our operations, services and revenue streams are organized into four principal business sectors: (i) golf recreation, retail golf products, and equipment and facilities rental, (ii) membership dues, (iii) food and beverage services. and (iv) ancillary services and amenities.
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Golf Recreation
Green Fees. For the years ended December 31, 2025 and 2024, we generated approximately 64% and 65% of our gross revenue from collecting daily green fees which each golfer is charged for every round of eighteen holes that golfer plays, respectively. Green fee rates differ by the day of the week, time of day, or season. In both Kissimmee Bay and Remington, our club golf cart rentals are included with green fees which we believe allow our customers to traverse each round with ease and keep traffic flowing throughout our golf clubs. We also feature practice putting greens at both clubs in order for our customers to practice their short distance golf-games. Short-game is where golf-players practice finesse-related skills due to the need for accuracy over short distances. Practice greens, also called putting greens are included with green fees and are popular amongst those customers warming up before a round of golf. For the fiscal years ended December 31, 2025 and 2024, our green fees revenue decreased from $2,443,178 to $2,174,376, respectively representing a year over year decrease of approximately 11%.
Driving Ranges. Both Remington and Kissimmee Bay offer driving ranges for golfers to practice their long golf-game. Our driving ranges are unique because they are both aquatic ranges and provide an exciting opportunity for our guests to practice their long-range golf swings over waterways. In the long game aspect of golf that is practiced at our golf ranges, power and distance are required so that a golf-player’s ball can approach the putting green in as few strokes as possible. We believe our aquatic ranges offer our customers a dynamic experience distinct from traditional golf ranges due to the fact that our ranges require golfers to rent and drive a particular type of golf ball into a large body of water such as a lake or pond. To enjoy a successful aquatic driving range experience, customers often rent special types of floater range balls that are preferred when golfing at our unique ranges. We believe floater range balls are approximately 5% lighter to allow for flotation and are unlike traditional golf balls. We believe renting the aquatic balls to our customers is advantageous to our operations because they allow our golf country clubs to reuse the floater range balls at a higher rate than traditional golf balls and without high operational intensity. This is because, after a floater range ball is driven by a customer into the waterway, that ball is retrieved by club operations and reused with minimal effort as compared with those typically required to retrieve traditional golf balls from an extensive grass-based driving range.
As of the date of this Annual Report, we sell our floater range balls at $9 per bucket to our customers. Part of our daily operations includes the retrieval and replenishment of floater range balls to limit inventory turnover and keep operations at our ranges running smoothly.
Retail Golf Products and Equipment and Facilities Rental
Pro shops. We maintain pro shops at both of our golf country clubs, which offer golf apparel, equipment, and information about our golf-courses. Our pro shops include unique retail options such as golf balls, golf-gloves, logoed hats and polos. At our pro shops, we only sell golf clubs on a prepaid custom-order-basis, which avoids our need to maintain a large inventory and prevents long turnovers of ordered equipment.
Golf product rental. We maintain multiple sets of new or gently used golf country clubs on premises for guest rental purposes. We annually purchase and replenish eight to ten sets of new Wilson Sporting Goods branded golf clubs to rent out to our Kissimmee Bay guests. Annually, any golf clubs over a year in age are transferred to Remington for customer rentals. Our annual replenishment of golf country clubs is designed to provide new clubs for rentals at both of our golf facilities. We believe new golf clubs retain higher golf club rental rates and provide customers with a better golfing experience in order to generate reasonable returns for each golf club rental.
Golf cart rental. As of the date of this Annual Report, we lease approximately 76 golf carts from Yamaha Golf-Car Company (“Yamaha”) at each golf-course in January 2020. Historically, we have renewed our Yamaha leases every four years. However, in 2023 and due to Yamaha’s supply chain issues, our current golf cart leases have gone beyond four years. In the third quarter of 2024, we renewed our golf cart leases with Yamaha. Golf cart rentals are included in the price of green fees, and we believe including the golf carts with each round of golf provides our customers with a comfortable and enjoyable experience. We believe the use of golf carts at our golf country clubs allows our customers to swiftly and easily travel between the eighteen holes at each of our golf-courses without delaying or interfering with other customers use of the same golf-course.
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Membership Dues
We provide club memberships to a group of legacy members who are part of the Association pursuant to the CCR who enjoy the lifestyle of patronizing Kissimmee Bay and Remington year-round. As part of that membership, our members pay an annual fee and in return have the ability to play unlimited rounds of golf at Kissimmee Bay and Remington throughout the year. Members also enjoy select discounts at Kissimmee Bay and Remington. Our overall revenue and future growth does not heavily rely on our members because we do not advertise our two membership programs at Kissimmee Bay and Remington. We believe more tee times for daily golfers will be freed up, particularly during peak seasons by not widely advertising our memberships.
We believe we have a great relationship with all of our members and in turn our members provide stable recurring revenue throughout the year. As of the date of this Annual Report, Kissimmee Bay and Remington had approximately 100 memberships in total. For the years ended December 31, 2025 and 2024, membership dues totaled $290,177 and $303,541, respectively each of which represented approximately 10% and 9% of our total revenues.
Food and Beverage Services
Our food and beverage services provide what we believe to be high-quality, freshly prepared food, snacks, and non-alcoholic and alcoholic beverages to our customer base. As of the date of this Annual Report, both of our golf country clubs maintain liquor licenses issued by the state of Florida. Our chef, Michael Meaux, brings over ten years of culinary experience from a local restaurant close to Kissimmee Bay. At Kissimmee Bay, Mr. Meaux prepares freshly made menu items, ensuring our patrons enjoy a variety of food options. We receive fresh food materials from our vendors every week, which we believe ensures a consistent supply of ingredients. Bars at both clubhouses are a popular attraction, especially for those golfers looking to relax during their visit. Our bars serve as a central gathering place for members, golfers, and their guests. Additionally, we organize weekly evening residential events at both of our golf country clubs to provide members with special offerings and community benefits.
Golfers on our courses make up our primary customer base for food and beverages, who are often looking for a convenient meal after a round of golf. Alternatively, those interested in hospitality in our leisurely clubhouses also frequent our clubhouse restaurant. Food and beverage services are a highly profitable area for our operations, and we believe that by continually improving our menu and food quality while minimizing waste, we can maximize food and beverage sales. We aim to achieve a net margin of approximately 20% in our food and beverage services and believe this goal is particularly attainable at Kissimmee Bay because we offer daily lunch services with a focus on popular comfort food items prepared on-site by Chef Michael Meaux. Similarly, we believe our clubhouse bars offer hubs for socializing while our experienced bartenders foster a friendly and engaging atmosphere. We do not permit any of our customers to bring any outside alcoholic beverages onto either of our properties.
We also maintain beverage carts at each golf-club, which are operational on a seasonal basis. For example, our beverage carts are in operation every day during peak season. In shoulder seasons, they operate on weekends. In slower seasons, they operate upon request, typically for large tournaments or outings. Remington similarly offers hot and cold food along with drinks at the clubhouse bar.
For the fiscal years ended December 31, 2025 and 2024, food and beverage revenue decreased from $648,738 to $614,997 or 5%, which accounts for approximate 21% and 20% of our total revenue, respectively.
Ancillary Services and Amenities
Outside of golfing, both of our golf country clubs provide a variety of additional amenities and services that we believe appeal to families and individual customers alike, such as well-appointed clubhouses, a variety of dining options, event and meeting spaces and outdoor gathering spaces. We believe our golf country clubs have quality facilities, a breadth of amenities and the ability to host several relevant functions and events.
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Kissimmee Bay and Remington each have their own clubhouse, featuring a pro-shop, kitchen, bar, and dining area. At Kissimmee Bay, the kitchen and bar areas are larger than Remington and includes a dividable banquet room with a maximum capacity of 200 persons. This banquet room can be split into two smaller event spaces, allowing for simultaneous events. This banquet room is a rentable space for private events and related event services. We believe this strategic service offering capitalizes on the club’s scenic landscapes and spacious ballroom, which has rapidly gained popularity among couples seeking an extraordinary and scenic wedding experience. Our club offers a number of pre-planned and flexible packages, catering to the individual needs of each client to create a custom event. This ancillary service not only diversifies our revenue streams but positions us as a competitive operator in what we believe to be a lucrative event and wedding industry within the greater Orlando, Florida region. Remington’s clubhouse is smaller in comparison, but despite its size, it has a fully functional kitchen with a walk-in cooler and freezer.
We also annually host dozens of tournaments and outings at our golf country clubs under which we charge by the person for use of our golf-courses and driving range, if requested. We also charge an outside food service fee for those events where outside food is typically brought in, as well as other service-related fees associated with room rentals at our facilities. Customers that host events at our golf country clubs range from corporations to non-profits or local chapters of social clubs. As part of any tournament or outing, we provide the event with golf-club bag drop services, scorecards and placards with hole assignments for all participants included with the rented golf-carts. In order to provide stability for tournaments and outings, we require prospective events to pay at least two weeks ahead of the event. Moreover, if events are cancelled within ninety days of the event date, we require fifty percent of the event costs to be paid to make-up for any anticipated losses our golf country clubs may experience due to such cancellation.
Competition
Our Company competes in a sporting and leisure-based industry tied to consumer discretionary spending. We believe that we compete for these discretionary consumer dollars against such businesses as amusement parks, spectator sports, ski and mountain resorts, fitness and recreational sports centers, gaming and casinos, hotels and restaurants. We believe most of our competition is regionally or locally based and the level of competition for both of our golf country clubs depends on their golf facilities, location and proximity relative to the location of our customers. We believe competitors of ours include six well-known public golf-courses within a two-hour drive from our golf-courses and that many of these local competitors have clubhouses with large banquet rooms and modern greens, with most of them being constructed approximately a decade ago. One of these six competitors include our closest competitor Royal St. Cloud Golf Links which is approximately a 20-minute drive from both of our golf country clubs. The remaining five competing golf country clubs include the Ritz-Carlton Orlando Grande Lakes, Disney’s Magnolia Golf Course, Shingle Creek Golf Club, Waldorf Astoria Golf Club – Signia, and Celebration Golf Club.
We believe the golf country club industry in United States is competitive with than more 16,000 clubs in United States in 2022. We believe that competition among golf country clubs can be fierce, as they strive to attract and retain members in the area around each golf-club’s location, course quality, facilities and amenities, membership structure and fees, member services and experience, marketing and branding. We believe there were more than 1,200 golf-courses in Florida, which collectively host more than 48 million rounds on a yearly basis in 2022.
To stay competitive, we have made significant improvements at Kissimmee Bay, upgrading its greens to the newest Champion G12 greens in 2017 and contracting DTE for golf-course maintenance. As a result, Kissimmee Bay’s golf-course condition has noticeably improved in recent years. However, our clubhouse, including the banquet room and parking lot, requires substantial upgrades to align with the quality of our golf-course and provide a consistent experience to our customers. Once these upgrades are completed, we believe we will be better positioned to compete with our competitors, especially given our affordable pricing.
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At Remington, the greens have never been upgraded and are susceptible to diseases and mutations due to their age. To remain competitive in the greater Orlando region, we overseed our greens during peak golf season. Seeding involves applying new grass seeds on our greens to cover any dormant Bermuda greens on our golf-courses. We believe this seeding process nourishes our greens in order to maintain their condition for golfers. Additionally, we keep our green fees relatively competitive to the market for example,:
Our structured green fees for the end of the shoulder season during early to mid-January 2025* was as follows:
| Golf-Club | Weekday | |||||||||||||||
| Morning | Prime Afternoon | Twilight | Late Afternoon | |||||||||||||
| Kissimmee Bay | $ | 74.95 | $ | 39.95 | $ | 29.95 | $ | 24.95 | ||||||||
| Remington | $ | 64.95 | $ | 39.95 | $ | 29.95 | $ | 24.95 | ||||||||
| Golf-Club | Weekend | |||||||||||||||
| Morning | Prime Afternoon | Twilight | Late Afternoon | |||||||||||||
| Kissimmee Bay | $ | 74.95 | $ | 39.95 | $ | 29.95 | $ | 24.95 | ||||||||
| Remington | $ | 64.95 | $ | 39.95 | $ | 29.95 | $ | 24.95 | ||||||||
Our structured green fees for the peak season during mid-January through April 2025* was as follows:
| Golf-Club | Weekday | |||||||||||||||
| Morning | Prime Afternoon | Twilight | Late Afternoon | |||||||||||||
| Kissimmee Bay | $ | 74.95 | $ | 59.95 | $ | 34.95 | $ | 24.95 | ||||||||
| Remington | $ | 64.95 | $ | 49.95 | $ | 34.95 | $ | 24.95 | ||||||||
| Golf-Club | Weekend | |||||||||||||||
| Morning | Prime Afternoon |
Twilight | Late Afternoon |
|||||||||||||
| Kissimmee Bay | $ | 74.95 | $ | 59.95 | $ | 34.95 | $ | 24.95 | ||||||||
| Remington | $ | 64.95 | $ | 49.95 | $ | 34.95 | $ | 24.95 | ||||||||
| * | Rates are subject to change due to market conditions and competitor rates during each period stated above. |
We upgraded the greens in both Remington and Kissimmee Bay in the third quarter of 2024 because we believe this improvement will attract more golfers and make their golfing experience more enjoyable. While Remington’s clubhouse layout may not accommodate large banquet events, we believe improving the golf-course conditions may lead to an increase in our daily golfers and seasonal tournaments.
We recognize the competitive landscape of the golf industry in the greater Orlando region and plan to take steps to enhance the aesthetics and function of both our golf-courses and facilities to remain competitive in our local market because we believe it will attract a broader customer base.
Sales and Marketing
We promote our golf country clubs through marketing and partnerships with tee-time booking platforms that are designed to appeal to our existing members and prospective members. We primarily use digital media marketing channels including social media and digital advertising services where we purchase and boost certain of our digital advertisements on social media platforms, such as Facebook to drive traffic to our well-designed websites or tee-time booking partners. Boosting our digital advertisements promotes visibility of our digital advertising which we believe drives internet engagement to our websites. Additionally, we strategically engage Google Ads Services during certain periods during each golf-season and believe both Kissimmee Bay and Remington have achieved high rankings on Google searches generally related to “Kissimmee” and “golf”. Moreover, during past peak seasons, we purchased additional Google keyword search advertisements to maintain our visibility and prevent competitors from securing top positions in search results for similar search terms.
Other of our marketing partners include two golf wholesale vendors, Tee Times USA and Golfpac Travel. We have partnered with these wholesale vendors in order to attract a significant percentage of golfers during our peak season. Both wholesale vendors have circulated promotion emails to their large customer-base around the country and advertised our golf-courses on their social media platforms.
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Seasonality
Our golf country clubs operations are seasonal in nature and we anticipate that our golf country clubs will experience annual seasonality. Due to the warm weather in Florida, our peak season begins in the first quarter, starting in January and running through mid-April. Our shoulder seasons include the second and fourth quarters. We historically see that our revenue significantly declines during the third quarter because of the humid and hot weather in Florida. However, during our peak season, we typically host over 200 golfers per day every day for approximate 90 days in a row. During the peak season, both international and national tourists visit Florida for a golfing vacation.
After our peak season, golfing tourism noticeably slows however, our membership dues provide revenue that is historically less affected by seasonality than our green fees from those non-member golfers. We believe non-member local golfers are more particular than tourists about which times of the year they will- or will not-golf. To that end, keeping our golf-courses in good condition during both peak and non-peak season is key to attracting and engaging local patrons so they may view our golf country clubs favorably and become repeat customers at our golf-courses. As a result of these factors, we anticipate we will annually generate a disproportionate share of our revenues and cash flows in the peak season of each year or during quarter one and have lower revenues and profits in Central Florida’s warmer months such as during the third quarter.
Regulations
General. The Company is subject to the Fair Labor Standards Act and various state laws governing such matters as minimum wage requirements, overtime and other working conditions and citizenship requirements. Some of the Company’s resort and golf-course employees may receive the federal minimum wage and any increase in the federal minimum wage would increase the Company’s labor costs.
Our Company is subject to numerous federal, state and local governmental regulations, including those relating to the preparation and sale of food and alcoholic beverages, sanitation, public health, fire codes, seating capacity, and building requirements. Each of our golf-course clubhouses requires appropriate licenses from regulatory authorities allowing it to sell liquor, beer and wine, and each clubhouse requires food service licenses from local health authorities. Our licenses to sell alcoholic beverages must be renewed annually and may be suspended or revoked at any time for cause, including violation by us or our employees of any law or regulation pertaining to alcoholic beverage control, such as those regulating the minimum age of employees or patrons who may serve or be served alcoholic beverages, the serving of alcoholic beverages to visibly intoxicated patrons, advertising, wholesale purchasing and inventory control. The failure of a restaurant to retain liquor or food service licenses could have a material adverse effect on operations. In addition, the Company is subject to certain state “dram-shop” laws, which provide a person injured by an intoxicated individual the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual.
The Company is also subject to the Americans with Disabilities Act of 1990, the Equal Employment Opportunity Act and the Age Discrimination in Employment Act and similar state laws. The Company believes it is operating in substantial compliance with applicable laws and regulations governing its operations. We are also subject to regulation by the United States Occupational Safety and Health Administration and similar health and safety laws in Florida. These regulations impact a number of aspects of operations, including golf-course maintenance and food handling and preparation. Our facilities, website and operations are subject to the Americans with Disabilities Act (the “ADA”). The rules implementing the ADA have been further revised by the ADA Amendments Act of 2008, which included additional compliance requirements for golf facilities and recreational areas. The ADA generally requires that we remove architectural barriers when readily achievable so that our facilities are made accessible to people with disabilities. Noncompliance could result in imposition of fines or an award of damages to private litigants. Federal legislation or regulations may further amend the ADA to impose more stringent requirements with which we would have to comply.
Homeowners’ Association. Our properties are subject to the rules and CCR of the Association which consist of various restrictions or guidelines regarding use and maintenance of the property, including, among others, easements, rights-of-way, restrictions, Association assessments and similar charges or encumbrances that do not materially interfere with the ordinary course of business of the Company or any of its Subsidiaries.
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Environmental, Health and Safety. Our facilities and operations are subject to a number of environmental laws. As a result, we may be required to incur costs to comply with the requirements of these laws, such as those relating to water resources—including the health of ponds and littoral shelves on our properties, discharges to air, water and land, the use and storage of various hazardous materials such as herbicides, pesticides, fertilizers, batteries, solvents, motor oil and gasoline, handling and disposal of solid and hazardous waste, and the cleanup of properties affected by regulated materials. Under these and other environmental requirements, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from operated facilities. Our facilities are also subject to inspection by the South Florida Water Management District (“SFWMD”), a regional governmental district that oversees water resources in sixteen counties in Central and South Florida. The SFWMD works to improve the Kissimmee River and its floodplain, Lake Okeechobee and South Florida’s coastal estuaries where our properties are located. The SFWMD has made recommendations to our Company to improve the overall health of the littoral shelves on our properties, such as recommending we plant additional native aquatic plants around our ponds and lakes. These planting recommendations are subject to a “Permit Mitigation Plan” the SFWD has prescribed for Osceola County, Florida—where our properties are situated. Pursuant to that Permit Mitigation Plan it is also recommended we remove any unwanted invasive plants that can cause concerns to nearby homeowners and to the overall health of littoral shelves on our properties. The planting is intended to help control water flow during rain events on our property as to assist with treatment of the waters flowing into the nearby waterways before discharging into those waterways. We continue to review the SFWMD’s Permit Mitigation Plan as guidance and plant native aquatic plants accordingly with the recommendations stated therein.
Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under such laws, and under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removing hazardous substances that are released on or in its property and for remediation of its property. Such laws often impose liability regardless of whether a property owner or operator knew of, or was responsible for, the release of hazardous materials. In addition, the failure to remediate contamination at a property may adversely affect the ability of a property owner to sell such real estate or to pledge such property as collateral for a loan. The Company believes that it is in compliance in all material respects with applicable federal, state and local environmental laws and regulations and may from time to time in the future incur, costs related to cleaning up contamination or hazardous materials resulting from historical uses of certain of our current or former properties or our treatment, storage or disposal of wastes or hazardous materials at Company facilities. Our facilities are also subject to risks associated with mold, asbestos and other indoor building contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing for our property. We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with other environmental requirements.
Zoning and Land Use. The ownership and operation of our facilities, as well as our re-development and expansion of clubs, subjects us to federal, state and local laws regulating zoning, land development, land use, building design and construction, and other real estate-related laws and regulations.
Other. We are also subject to various local, state and federal laws, regulations and administrative practices affecting our business. As of the date of this Annual Report, we believe we are in compliance with provisions regulating environmental protection, water usage, health and safety standards, equal employment, minimum wages, and licensing requirements and regulations for the sale of food and alcoholic beverages and clubhouses .
Our Employees
As of the date hereof, we had approximately 47 employees, all of whom are full-time employees. Our employees are non-unionized. We believe we have a good working relationship with our employees and have yet to experience an interruption of business as a result of labor disputes.
The following table sets forth the breakdown of our employees by function as of the date of this Annual Report:
| Functional Area | Number of Employees(1) | |||
| Pro Shop | 7 | |||
| Golf Operations | 26 | |||
| Food and Beverage | 14 | |||
| Total | 47 | |||
| (1) | This figure does not include our approximately thirteen independently contracted employees of SSS Down to Earth Opco, LLC, as of the date of this Annual Report. |
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Description of Property
Our principal premises are located at 2995 Remington Blvd. Kissimmee, FL 34744. We own the underlying real estate for both of our golf country clubs consisting of over 289 acres of fee simple real estate.
As of the date of this Annual Report, we believe our corporate office space at Remington Golf Club is well maintained and occupies sufficient space to meet our operating needs.
The following tables illustrate our golf country clubs by segment, location, type of club, and size in terms of golf holes.
| Golf Country Clubs Segment by Region | Type of Club | Market | State | Golf Holes | ||||||
| Kissimmee Bay Country Club | Public Golf Country Club | Kissimmee | FL | 18 | ||||||
| Remington Golf Club | Public Golf Country Club | Kissimmee | FL | 18 | ||||||
Insurance
We believe that our properties are covered by adequate property, casualty and commercial liability insurance with what we believe are commercially reasonable deductibles and limits for our industry. In addition, although we carry flood insurance on our properties in an amount and with deductibles that we believe are commercially reasonable, such policies are subject to limitations in certain active flood zones. Certain of the properties in our portfolio are located in areas known to be active flood zones. See “Risk Factors-Risks Related to Our Business and Operations-The level of insurance coverage that we purchases may prove to be inadequate”. Changes in the insurance market over the past few years have increased the risk that affordable insurance may not be available to us in the future. While we believe that our insurance coverage is adequate, if we were held liable for amounts and claims exceeding the limits of our insurance coverage or outside the scope of our insurance coverage, our business, results of operations and financial condition could be materially and adversely affected.
Intellectual Property
We are committed to protecting our intellectual property and, where appropriate, filing trademark applications to protect our brand. Since our establishment, we have focused on building an established brand for our golf-courses to achieve brand recognition and to increase our market share. We believe that increased brand awareness will increase our sales margins and improve customer loyalty. We have consistently marketed our golf-courses under the “Kissimmee Bay Country Club” and “Remington Golf Club” brands. While there can be no assurance that we can successfully register or maintain ownership for trademarks under those names, we are not currently aware of any facts that would negatively impact our continuing use of any of the foregoing tradenames.
We rely on trademarks and registered domains to protect our intellectual property rights and as of the date of this Annual Report, we have one registered United States trademark and four United States trademark applications pending with the United States Patent and Trademark Office (“USPTO”), and ten registered domain names. As of the date of this Annual Report, each of the Company’s trademark applications have been preliminary approved by the USPTO and are in the publication period, pending third party opposition. As of the date of this Annual Report, we are not aware of any oppositions filed against our proposed trademarks.
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Trademarks
We own the following United States trademarks as of the registration dates noted below:
| No. | Trademark | Owner | Country | Serial Number(s) |
Class(es) | Application Date(s) |
Registration Number(s) |
Registration Date | ||||||||
| 1. | Kissimmee Bay Country Club | FSC Clearwater LLC | United States | 98310045, 98310046 | (i) International Class 041: Country clubs; Entertainment in the nature of golf outings and golf tournaments; Golf club services; Golf courses; Golf fitness instruction; Golf instruction; Organization of golf tournaments; Providing golf facilities International
(ii) Class 043: Providing social meeting, banquet and social function facilities; Rental of banquet and social function facilities for special occasions, namely, weddings, corporate events, and parties; Restaurant services |
12/12/2023 | 7649004 | 1/14/2025 | ||||||||
| 2. | Remington Golf Club | FSC Clearwater II LLC | United States | 98326337, 98348963 | International Class 041: Country clubs; Entertainment in the nature of golf outings and golf tournaments; Golf club services; Golf courses; Golf fitness instruction; Golf instruction; Organization of golf tournaments; Providing golf facilities International. |
12/21/2023, 1/09/2024 |
7606737 | 12/17/2024 |
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Domain names.
We have registered and have the right to use the domain names listed below in the United States. We believe these domains allow golfers to easily find us on internet search engines and any other tee-time booking platforms. Domain names are generally renewable every year or every two years upon expiring.
| Number | Issue Date | Expiration Date | Registration Agency | Domain Name | Owner | |||||
| 1 | 10/23/2023 | 10/23/2026 | GoDaddy Operating Company, LLC. | aureusgreenway.com | Aureus Greenway | |||||
| 2 | 8/10/2022 | 8/10/2027 | GoDaddy Operating Company, LLC. | golf-kissimmee.com | Aureus Greenway | |||||
| 3 | 4/22/2021 | 4/22/2026 | GoDaddy Operating Company, LLC. | golfkissimmeebay.com | Aureus Greenway | |||||
| 4 | 4/22/2021 | 4/22/2026 | GoDaddy Operating Company, LLC. | golfremington.com | Aureus Greenway | |||||
| 5 | 1/29/2023 | 1/29/2026 | GoDaddy Operating Company, LLC. | kissimmee-golf.com | Aureus Greenway | |||||
| 6 | 11/5/2015 | 11/6/2026 | GoDaddy Operating Company, LLC. | kissimmeebay.golf | Aureus Greenway | |||||
| 7 | 9/3/2009 | 9/3/2026 | GoDaddy Operating Company, LLC. | playgolfinkissimmee.com | Aureus Greenway | |||||
| 8 | 4/28/2017 | 4/29/2026 | GoDaddy Operating Company, LLC. | playgolfinremington.com | Aureus Greenway | |||||
| 9 | 2/3/2018 | 2/4/2027 | GoDaddy Operating Company, LLC. | playgolfremington.com | Aureus Greenway | |||||
| 10 | 11/5/2015 | 11/6/2026 | GoDaddy Operating Company, LLC. | Remington.golf | Aureus Greenway |
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments.
Smaller reporting companies are not required to provide the information required by this item.
Item 1C. Cybersecurity.
Our operations may, in some cases, involve the storage, transmission and other processing of customer and research data or sales information. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of services are expected to continue to be targeted. Threats include traditional computer “hackers,” malicious code (such as viruses and worms), phishing attacks, employee theft or misuse and denial-of-service attacks, and use of artificial intelligence. As of the date of this Annual Report, the Company has not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. The Company’s strategy is to mitigate risks preventatively; however, no assurances can be provided that there will not be incidents in the future or that they will not materially affect the Company.
We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However, at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we continuously work to enhance our information security program and risk management efforts.
Although risks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition, we do, from time to time, experience threats and communicate security incidents relating to our and our third party vendors’ data and information systems. For more information about these risks, please refer to the section entitled “Risk Factors” in this Annual Report.
The Company is actively engaged in identifying and managing cybersecurity risks. Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical.
We
and our customers use
We have integrated our assessment and management of material risks from cybersecurity threats into our overall risk management systems and processes. For example, the results of such third-party cybersecurity assessments are shared with our senior management and the board’s audit committee for review, both of which evaluate our overall enterprise risk.
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Cybersecurity Risk
In
2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and
federal laws and regulations. If we fail to observe this regulatory guidance or standards, we could be subject to various regulatory
sanctions, including financial penalties.
State regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several
states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements
with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their
data breach notification, information security and data privacy requirements. We expect this trend of state-level activity in those areas
to continue and are continually monitoring developments where our customers are located.
Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the
foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet
banking, mobile banking, and other technology-based services offered by us.
The
Board, in coordination with the Audit Committee of the Board, oversees the Company’s processes for assessing and managing risk.
The Board and Audit Committee may review the measures implemented by the Company to identify and mitigate data protection and cybersecurity
risks.
Risks from Cybersecurity Threats
As
of the date of this report,
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K.
Item 2. Properties.
Our principal premises are located at 2995 Remington Blvd. Kissimmee, FL 34744. We own the underlying real estate for both of our golf country clubs consisting of over 289 acres of fee simple real estate.
As of the date of this Annual Report on Form 10-K, we believe our corporate office space at Remington Golf Club is well maintained and occupies sufficient space to meet our operating needs.
The following tables illustrate our golf country clubs by segment, location, type of club, and size in terms of golf holes.
| Golf Country Clubs Segment by Region | Type of Club | Market | State | Golf Holes | ||||
| Kissimmee Bay Country Club | Public Golf Country Club | Kissimmee | FL | 18 | ||||
| Remington Golf Club | Public Golf Country Club | Kissimmee | FL | 18 |
Item 3. Legal Proceedings.
As of the date of this Annual Report on Form 10-K, there are no active legal proceedings pending or threatened against the Company. However, from time to time, we may be subject to various legal claims and proceedings that arise from the normal course of business activities, including, third party intellectual property infringement claims against us in the form of letters and other forms of communication. Litigation or any other legal or administrative proceeding, regardless of the outcome, could result in substantial cost, diversion of our resources, including management’s time and attention, and, depending on the nature of the claims, reputational harm. In addition, if any litigation results in an unfavorable outcome, there exists the possibility of a material adverse impact on our results of operations, prospects, cash flows, financial position and brand.
Item 4. Mine Safety Disclosures.
Not Applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
On February 12, 2025 our Common Stock began trading on the Nasdaq Capital Markets under the ticker symbol “AGH”. Prior to that time, there was no public trading market for our Common Stock. AGH”. We had 15,268,515 shares of Common Stock issued and outstanding as of December 31, 2025.
Holders of Capital Stock
As of December 31, 2025, we had 17 registered holders of our Common Stock. This number does not include stockholders for whom shares are held in “nominee” or “street” name. The actual number of holders of our Common Stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.
As of December 31, 2025, we had 1 registered holder of our Class A Preferred Stock. There is no established public trading market for our Class A Preferred Stock.
Transfer Agent
The transfer agent for our Common Stock is VStock Transfer, LLC. The transfer agent’s telephone number and address is (212) 828-8436 and 18 Lafayette Place Woodmere, New York 11598.
Dividends
To date, we have not declared or paid any dividends on our Common Stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our Common Stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, the board of directors of the Company (the “Board) has the discretion to declare and pay dividends in the future.
Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board deems relevant.
Recent Sales of Unregistered Securities
Except as set forth below or in a Current Report on Form 8-K, there were no equity securities of the registrant sold by the registrant during the period covered by this annual report that were not registered under the Securities Act.
Use of Proceeds from the IPO
The offering pursuant to our IPO terminated after the sale of all securities registered pursuant to the Registration Statement. On Form S-1 filed in connection with our IPO.
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Further, there has been no material change in the expected use of the net proceeds from our IPO as described under the heading “Use of Proceeds” in our final prospectus, filed with the SEC on February 13, 2025, pursuant to Rule 424(b)(4) relating to our registration statement on Form S-1.
The net proceeds from our IPO were approximately $10.6 million, after deducting underwriting discounts and commissions and offering expenses and a portion of which were used $2,464,768 to make payments towards the 2014 Loans, 2024 Loans, and Expense Loan (all of which are defined herein). For more information, see “Item 13. Certain Relationships and Related Transactions, and Director Independence.” As of the date of this Annual Report, there has been no material change in the planned proceeds from our IPO, as described in our final prospectus.
Equity Compensation Plan Information
2025 Equity Incentive Plan
On August 13, 2025, a majority of stockholders of the Company approved by written consent in lieu of a meeting the adoption of the 2025 Equity Incentive Plan (“2025 Plan”). The total shares of Common Stock authorized for issuance during the term of the 2025 Plan is 1,500,000 shares of the Company’s authorized shares of Common Stock. As of the date of this Annual Report, all option awards were granted under the 2025 Plan and vested fully upon grant, and the Company has issued 34,527 shares of Common Stock under the 2025 Plan.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. [Reserved]
Smaller reporting companies are not required to provide the information required by this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
The information set forth in this section contains certain “forward-looking statements”, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully expand our business. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.
We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.
Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations affecting our operations.
You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report.
US Dollars are denoted herein by “USD”, “$” and “dollars”.
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 continued efforts in maintaining and improving upon the quality of our customers’ experiences at our golf country clubs. To that end, we have successfully completed the following major renovations during Q3 of 2025:
| ● | Installing 19 brand new TiffEagle greens at Remington Golf Club; | |
| ● | Extensively renovated the interior and exterior of the Clubhouse at Kissimmee Bay Country Club |
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In addition, we will continue to review and seek to expand our portfolio through 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 has 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.
| 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. Through careful planning and scheduling, we completed an extensive interior and exterior renovation of our clubhouse located at Kissimmee Bay Country Club with 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 was re-opened on October 3, 2025. During the renovation period, we removed all old greens at Remington Golf Club and installed new TifEagle greens. The renovation project had 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 the year ended December 31, 2025.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The 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 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.
Critical Accounting Policies, Judgments and Estimates
We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year.
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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 for making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant items subject to such estimates and assumptions include, but are not limited to, the 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 valuation of stock-based compensation. Actual results could differ from those estimates.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policy and practice is revenue recognition, property and equipment, stock-based compensation and income tax. For the details of the accounting policies of these critical accounting policies, please refer to Note 2 to the consolidated financial statements.
Results of Operations
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Golf operations | 2,174,376 | 2,443,178 | ||||||
| Sales of food and beverage | 614,997 | 648,738 | ||||||
| Sales of merchandise | 105,380 | 115,262 | ||||||
| Ancillary revenue | 69,624 | 91,183 | ||||||
| Total revenue | 2,964,377 | 3,298,361 | ||||||
| Operating costs: | ||||||||
| Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below) | 1,413,436 | 1,367,958 | ||||||
| Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below) | 204,653 | 186,602 | ||||||
| Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below) | 57,124 | 54,876 | ||||||
| Salaries and benefits | 3,300,897 | 724,157 | ||||||
| Depreciation | 220,500 | 201,113 | ||||||
| Legal and professional fees | 733,397 | 300,281 | ||||||
| Other general and administration expenses | 1,440,569 | 645,406 | ||||||
| Total operating costs | 7,370,576 | 3,480,393 | ||||||
| Loss from operations | (4,406,199 | ) | (182,032 | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | (4,491 | ) | (25,550 | ) | ||||
| Other income | 642,248 | 44,818 | ||||||
| Total other income, net | 637,757 | 19,268 | ||||||
| Loss before income tax | (3,768,442 | ) | (162,764 | ) | ||||
| Income tax (benefits) expenses | (91,412 | ) | 20,936 | |||||
| Net Loss | (3,677,030 | ) | (183,700 | ) | ||||
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Revenue
Revenues disaggregated by major revenue streams for years ended December 31, 2025 and 2024 are disclosed in the table below:
| For the Years Ended | 2025 vs 2024 | |||||||||||||||
| December 31, | Changes | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Golf operations | ||||||||||||||||
| – annual membership dues | $ | 290,177 | $ | 303,542 | $ | (13,365 | ) | (4 | )% | |||||||
| – one-time green fees | 1,884,199 | 2,139,636 | (255,437 | ) | (12 | )% | ||||||||||
| Sales of food and beverage | 614,997 | 648,738 | (33,741 | ) | (5 | )% | ||||||||||
| Sales of merchandise | 105,380 | 115,262 | (9,882 | ) | (9 | )% | ||||||||||
| Ancillary revenue | 69,624 | 91,183 | (21,559 | ) | (24 | )% | ||||||||||
| $ | 2,964,377 | $ | 3,298,361 | $ | (333,984 | ) | (10 | )% | ||||||||
Our revenue is mainly comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $333,984 or 10% was mainly due to the decrease in all revenue stream.
Revenue from golf operations decreased by $268,802 or 11% from $2,443,178 for the year ended December 31, 2024 to $2,174,376 for the year ended December 31, 2025, which was mainly driven by the decrease in one-time green fees from golf operations by $255,437 or 12% and the decrease in annual membership dues by $13,365 or 4%.
Revenue from annual membership dues accounted for 10% and 9% of total revenue for the years ended December 31, 2025 and 2024, respectively. It decreased by $13,365 or 4% mainly due to the lower demand for annual memberships, a direct result of one of our golf courses being closed for renovation from May 17, 2025 to October 2, 2025.
One-time green fees from golf operations accounted for 64% and 65% of total revenue for the years ended December 31, 2025 and 2024 respectively. Decrease in one-time greens fees by 12% resulted from the decrease in total number of rounds by approximately 9% from approximately 56,000 rounds during the year ended December 31, 2024 to approximately 51,000 rounds during the year ended December 31, 2025 and the decrease in average price per round by approximately 3% from $38 per round for the year ended December 31, 2024 to $37 per round for the year ended December 31, 2025. The decrease in revenue was due to one of our golf courses, Remington Golf Club, was closed for renovation during the period as mentioned above.
Decrease in revenue from sales of food and beverage by $33,741 or 5% from $648,738 for the year ended December 31, 2024 to $614,997 for the year ended December 31, 2025 was contributed by a decrease in quantities sold by 5% from approximately 103,000 for the year ended December 31, 2024 to approximately 98,000 for the year ended December 31, 2025 while the average unit price remained stable at $6 per unit for both years. The decrease in quantities sold was in line with decrease in golf operations.
Decrease in revenue from sales of merchandise by $9,882 or 9% from $115,262 for the year ended December 31, 2024 to $105,380 for the year ended December 31, 2025 was contributed by a decrease in sales of golf balls, men’s and ladies’ wear and gloves by 12% as a result of the decrease in customers playing golf during the year ended December 31, 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 $21,559 or 24% was mainly due to the decrease in demand for rental services for activities and events during the year ended December 31, 2025.
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Operating expenses
Operating expenses consisted of the following:
For the Years Ended December 31, | 2025 vs 2024 Changes | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Golf operating costs(1) | $ | 1,413,436 | $ | 1,367,958 | $ | 45,478 | 3 | % | ||||||||
| Cost of food and beverage sales(1) | 204,653 | 186,602 | 18,051 | 10 | % | |||||||||||
| Cost of merchandise sales(1) | 57,124 | 54,876 | 2,248 | 4 | % | |||||||||||
| Salaries and benefits | 3,300,897 | 724,157 | 2,576,740 | 356 | % | |||||||||||
| Depreciation | 220,500 | 201,113 | 19,387 | 10 | % | |||||||||||
| Legal and professional fees | 733,397 | 300,281 | 433,116 | 144 | % | |||||||||||
| Other general and administrative expenses | 1,440,569 | 645,406 | 795,163 | 123 | % | |||||||||||
| $ | 7,370,576 | $ | 3,480,393 | $ | 3,890,183 | 112 | % | |||||||||
| (1) | Exclusive of depreciation and salaries and benefits shown separately above. |
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 by $3,890,183 or 112% from $3,480,393 for the year ended December 31, 2024 to $7,370,576 for the year ended December 31, 2025, which was primarily due to the increase in salaries and benefits and other general and administrative expenses during the current year with details discussed below.
Golf operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Increase in golf operating costs by $45,478 or 3% from $1,367,958 for the year ended December 31, 2024 to $1,413,436 for the year ended December 31, 2025 which was attributable to the contractual price for the maintenance contract with Down-to-Earth, which increased as a result of the contract renewal.
The increase in cost of food and beverage sales by $18,051 or 10% from $186,602 for the year ended December 31, 2024 to $204,653 for the year ended December 31, 2025 was mainly due to higher raw material prices for food and beverages during the year.
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wear, gloves and headwear. Increase in cost of merchandise sales by $2,248 was due to the increase in purchasing cost of merchandise goods by our suppliers because inflation increases their production and operational costs.
Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management, operating team, cashier and administrative personnel. The increase in salaries and benefits by $2,576,740 or 356% was primarily due to the increase in stock-based compensation by $1,890,958 in relation to the grant of stock options, the increase in directors’ fee by approximately $456,000 and the increase in salaries paid to the Chief Financial Officer by approximately $140,000.
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Our depreciation is mainly derived from depreciation of the recreational building, golf carts, pump stations and other operating equipment. The increase in depreciation was mainly due to the additions of property and equipment of $1,074,008 during the current year.
The increase in our legal and professional fees by $433,116 or 144% was mainly due to the (i) increase in legal costs by approximately $280,000 resulted from various corporate exercises conducted during the year, such as the grant of stock options and the private placement; and (ii) consultancy service fee of $118,750 was recognized during the year.
Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machinery 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 $795,163 or 123% from $645,406 for the year ended December 31, 2024 to $1,440,569 for the year ended December 31, 2025 was mainly attributable to the increase in legal and consulting fees by approximately $400,000, rental expenses by approximately $100,000, travelling expenses by approximately $204,000, director’s and officer’s liability insurance by approximately $345,000 and charitable donations by approximately $68,000.
Other income (expenses)
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 $618,489 for the year ended December 31, 2025 was mainly due to the dividend income generated from cash deposit in money market accounts following the successful listing of our common stocks on Nasdaq.
Income tax (benefits) 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 years ended December 31, 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 net operating losses and temporary difference can be utilized.
As of December 31, 2025, the Company had $1,166,970 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 $91,412 for the year ended December 31, 2025 and income tax expenses of $20,936 for the year ended December 31, 2024. Please refer to Note 12 – Income Tax to the Consolidated Financial Statements for more details.
Net loss
Our net loss for the year ended December 31, 2025 was $3,677,030 as compared to a net loss of $183,700 for the year ended December 31, 2024. The increase in net loss by $3,493,330 or 1,902% was mainly due to the decrease in our revenue by $333,984 and increase in our operating costs by $3,890,183 and offset by the increase in other income of $618,489 as mentioned above.
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Working Capital
The following table summarizes our cash and working capital as of December 31, 2025 and 2024:
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | Changes | % | |||||||||||||
| Cash and cash equivalents | $ | 28,668,169 | $ | 457,142 | $ | 28,211,027 | 6,171 | % | ||||||||
| Accounts receivable – net | 44,751 | 20,778 | 23,973 | 115 | % | |||||||||||
| Short-term investment | - | 6,778 | (6,778 | ) | (100 | )% | ||||||||||
| Inventories, net | 34,415 | 55,817 | (21,402 | ) | (38 | )% | ||||||||||
| Deferred offering costs | - | 582,679 | (582,679 | ) | (100 | )% | ||||||||||
| Prepaid expenses | 314,602 | - | 314,602 | 100 | % | |||||||||||
| Other current assets | 20,124 | 2,078 | 18,046 | 868 | % | |||||||||||
| Total currents assets | $ | 29,082,061 | $ | 1,125,272 | $ | 27,956,789 | 2,484 | % | ||||||||
| Accounts payable, other payables and accrued liabilities | $ | 688,927 | $ | 420,005 | $ | 268,922 | 64 | % | ||||||||
| Contract liabilities – deferred revenue | 145,980 | 162,226 | (16,246 | ) | (10 | )% | ||||||||||
| Bank and other borrowings – current | - | 94,007 | (94,007 | ) | (100 | )% | ||||||||||
| Operating lease liabilities – current | 242,256 | 195,115 | 47,141 | 24 | % | |||||||||||
| Due to related parties | 216,598 | 2,532,160 | (2,315,562 | ) | (91 | )% | ||||||||||
| Total current liabilities | $ | 1,293,761 | $ | 3,403,513 | $ | (2,109,752 | ) | (62 | )% | |||||||
| Working Capital Assets (Deficiency) | $ | 27,788,300 | $ | (2,278,241 | ) | $ | 30,066,541 | 1,320 | % | |||||||
Accounts receivable
Accounts receivable mainly represent credit cards or cash deposits in transit, 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 year end.
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 operations. The deferred offering costs was offset against the equity upon the listing during the current year which resulted in nil balance as of December 31, 2025.
Prepaid expenses
Prepaid expenses represent the prepayment for (i) the consultancy service of $331,250; (ii) the prepaid annual listing fee to Nasdaq of $7,384; (iii) the director’s and officer’s liability insurance premium of $73,166; (iv) the membership fee for different golf clubs with current portion of $71,263 and non-current portion of $307,571; and (v) other prepaid expenses of $12,789 which was classified as current portion. These prepaid amounts are recognized as expenses over the respective service periods as the related benefits are received.
On March 17, 2025, the Company entered into a Strategic Services Agreement with Cross Border Capital Limited (“CBCL”), a Hong Kong-based advisory firm, pursuant to which CBCL agreed to provide the Company with business development leads for the acquisition of golf properties in Asia, golf property management contracts, and strategic corporate relationships in China, Japan, South Korea, Taiwan, and Singapore, for a period of 36 months ending March 14, 2028. The total fee under the agreement is $450,000, all of which was paid during fiscal year 2025. The agreement also provides for a success fee equal to 10% of the total contract value or profits of any transaction completed in connection with CBCL’s services. 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 year ended December 31, 2025, $118,750 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 $181,250.
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Regarding the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after listing with gross payment of $64,167 and prepaid obligation insurance for directors and officers starting from July 25, 2025 with gross payment of $129,994, 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 $80,550 in aggregate was recognized as current portion of prepaid expenses.
Regarding the golf club membership fees, the Company prepaid $322,500, $38,000, and $20,836 for golf clubs located in mainland China, London, and Scotland, respectively, during the year ended 31 December 2025. The membership periods for these clubs are starting from November 20, 2025 to September 30, 2051, one year starting from January 1, 2026, and one year starting from January 1, 2026, respectively. The prepaid membership fees will be amortized according to the term for the membership since the Company expected the usage will be evenly distributed over the time period. Subsequent to year end on March 23, 2026, the board of directors approved the disposal of all three golf club memberships. The Company entered into two separate agreements to dispose (i) one golf club membership with a carrying amount of $319,998 as of December 31, 2025 for a cash consideration of $322,500 (the original acquisition price by the Company) to Mr. Cheung Chi Ping, director of the Company, and (ii) two golf club memberships with an aggregate carrying amount of $58,836 as of December 31, 2025 with a cash consideration of $58,836 (the original acquisition price by the Company) to Mr. Cheung Ching Ping, director of the Company. The disposal prices were based on the original acquisition costs of the memberships, which management believes approximate their fair values. The transactions were approved by the board of directors. All cash consideration of $381,336 was received by March 31, 2026.
Accounts payable, other payables and accrued liabilities
Accounts payable, other payables 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 $268,922 or 64% from $420,005 as of December 31, 2024 to $688,927 as of December 31, 2025 was mainly due to the increase in accounts payable by $53,176, as costs incurred to vendors exceeded settlements during the year, and an accrued audit fee of $115,000 for the year ended December 31, 2025.
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 $16,246 or 10% was mainly due to revenue recognized during the year ended December 31, 2025 outweighed the annual membership dues being received in advance.
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 year months ended December 31, 2025 upon listing in February 2025.
Operating lease liabilities
The operating leases liabilities represented the leases for golf carts and golf equipment for terms of four to five years. The increase in current operating leases liabilities was mainly due new leases being signed during year ended December 31, 2025.
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Amounts due to related parties
Amounts due to related parties consists of the following:
| Name | Relationship | Nature | December 31, 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) | 100,000 | - | ||||||||
| Mr. Cheung Ching Ping* | Shareholder and Director of the Company | Payment operating costs on behalf of the Company | 12,789 | - | ||||||||
| 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) | 100,000 | 295,900 | ||||||||
| Mr. Cheung Chi Ping** | Shareholder and Director of the Company | Repayment of borrowings on behalf of the Company | 3,809 | - | ||||||||
| Mr. Cheung Yick Chung | Shareholder of the Company | Interest-free shareholder’s loans(2) | - | 121,454 | ||||||||
| $ | 216,598 | $ | 2,532,160 | |||||||||
*On January 28, 2026, Mr. Cheung Ching Ping resigned as Chairman of the Board and a Director of the Board, effective as of January 29, 2026.
** On January 28, 2026, Mr. Cheung Chi Ping resigned as a Director of the Board, effective as of January 29, 2026.
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 year ended December 31, 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 year ended December 31, 2025 upon listing. |
| (3) | For the year ended December 31, 2025, the Company charged $207,500 as director’s remuneration to Mr. Cheung Ching 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, 2025, the director’s remuneration payable to Mr. Cheung Ching Ping of $100,000 was fully settled in January 2026.
|
| (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 year ended December 31, 2025 and 2024, the Company charged $215,000 and $110,000, 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. As of December 31, 2025, the director’s remuneration payable to Mr. Cheung Chi Ping of $100,000 was fully settled in January 2026. |
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Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the years ended December 31, 2025 and 2024:
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash (used in) provided by Operating Activities | $ | (2,028,348 | ) | $ | 89,676 | |||
| Cash used in Investing Activities | (1,067,230 | ) | (133,457 | ) | ||||
| Cash provided by (used in) Financing Activities | 31,306,605 | (145,371 | ) | |||||
| Net change in cash and cash equivalents | $ | 28,211,027 | $ | (189,152 | ) | |||
Cash Flow from Operating Activities
During the year ended December 31, 2025, our net cash used in operating activities was approximately $2,028,348, primarily arising from net loss of $3,677,030, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $220,500, unpaid director’s remuneration of $200,000, stock-based compensation of $1,890,958 and provision for allowance for expected credit losses of $5,277. Changes in operating assets and liabilities mainly include (i) an increase in prepaid expenses of $803,423 due to the prepaid consultancy fee, prepaid annual listing fee to Nasdaq, prepaid membership fee for different golf clubs and prepaid director’s and officer’s liability insurance premium during the current year as mentioned above; (ii) an increase in accounts payable, other payables and accrued liabilities of $268,922 due to increase in accounts payable and accrued audit fee as mentioned above; and (iii) increase in deferred tax assets of $82,095.
During the fiscal year ended December 31, 2024, our net cash provided by operating activities was approximately $89,676, primarily arising from net loss of $183,700, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $201,113 and unpaid director’s remuneration of $110,000. Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $15,521 due to decrease in customers who paid by credit cards near the year end; (ii) a decrease in accounts payable, other payables and accrued liabilities of $75,925 due to decrease in accounts payable by $121,708 as a result of settlement of payables to vendors outweighed the costs incurred to vendors and offset by the increase in accrued expenses of $65,042 in relation to the audit fee; and (iii) increase in deferred tax liabilities of $11,958 due to increase in the temporary difference derived from the accelerated depreciation of property and equipment.
Cash Flows from Investing Activities
During the year ended December 31, 2025, cash flows used in investing activities were for the purchase of property and equipment of $1,074,008. 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.
During the fiscal year ended December 31, 2024, cash flows used in investing activities were mainly for the purchase of property and equipment of $126,679 including pump station and the installation of new air-conditioner system and our investment in money market funds which comprises of United States short-term treasury bills of $6,778.
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Cash Flows from Financing Activities
During the year ended December 31, 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 $2,576,013, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs of $171,180 during the year following the successful listing.
During the fiscal year ended December 31, 2024, cash used in financing activities was the result of deferred offering costs of $329,715 and repayments of bank and other borrowings of $592,937 and partially offset by net proceeds from related party loans of $770,753.
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 are material to stockholders.
Capital Expenditures
We incurred capital expenditures of $1,074,008 and $126,679 for the years ended December 31, 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 eight leases classified as right of use operating leases for golf cars and golf equipment.
Future minimum lease payments under operating leases as of December 31, 2025 were as follows:
| Year ending December 31, | Total | |||
| 2026 | $ | 285,740 | ||
| 2027 | 247,495 | |||
| 2028 | 247,495 | |||
| 2029 | 193,535 | |||
| 2030 | 63,250 | |||
| $ | 1,037,515 | |||
| Less imputed interest | (103,737 | ) | ||
| Operating lease liabilities | $ | 933,778 | ||
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.
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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 IPO listing on Nasdaq capital market in February 2025, the private placement in July 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.
Material weaknesses
We have not completed an assessment of the effectiveness of its internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. However, during the years ended December 31, 2025 and 2024, management identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above-mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; and (ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures. We intend to implement measures designed to improve its internal control over financial reporting to address the underlying causes of these material weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; and (ii) setting up a financial and system control framework with formal documentation of polices and controls in place.
Quantitative and Qualitative Disclosure About Market Risk
Credit Risk
The Company’s principal financial assets are cash and cash equivalents, accounts and other 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 receivable as of December 31, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for receivable.
Vendor concentration risk
As of December 31, 2025 and 2024, the Company owed 87% and 94% of accounts payable to a key supplier, respectively.
For the years ended December 31, 2025 and 2024, one vendor accounted for 15% and 31% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the years ended December 31, 2025 and 2024, respectively.
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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 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, and pursuant to Item 305 of Regulation S-K we are not required to provide quantitative and qualitative disclosures about market risk
Item 8. Financial Statements and Supplementary Data
Our Consolidated Financial Statements are set forth under Item 15. - “Exhibits and Financial Statement Schedules”
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
We have not had any disagreements with our accountants or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K promulgated under the Securities Act of 1933.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (the Company’s principal executive officer and interim principal accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits 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 is accumulated and communicated to the Company’s management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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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.
Inherent Limitations Over Internal Controls
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive officer and principal financial officer, or persons performing similar functions, and effected by a company’s board of directors, management, and other personnel, 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 and includes those policies and procedures that:
| ● | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company’s assets; | |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining a system of internal control over financial reporting (“ICFR”) (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations.
We conducted an assessment of the effectiveness of our system of ICFR as of December 31, 2025, the last day of our fiscal year. This assessment was based on criteria established in the framework Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission and included an evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on our assessment, management has concluded that our ICFR was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with US GAAP. We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
This annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by the Company’s registered public accounting firm.
Changes in Internal Controls over financial reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information.
(a)
None.
(b)
Rule 10b5-1 Trading Plans
During
the quarter ended December 31, 2025, none of our directors or executive officers
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information with respect to our directors, executive officers and significant employees:
| Name | Age | Position | ||
| Executive Officers: | ||||
| Mr. Matthew J. Saker (4) | 62 | Interim Chief Executive Officer and Director | ||
| Mr. Sam Wai Sing Lui | 37 | Chief Financial Officer | ||
| Non-Executive Directors: | ||||
| Mr. Christopher Schraft (1)(2)(3)(5) | 61 | Independent Director and Chair of Compensation Committee | ||
| Mr. Vuk Jeremić (1)(2)(3)(5) | 50 | Independent Director and Chair of Nominating and Corporate Governance Committee | ||
| Ms. Xinyue Jasmine Geffner (1)(2)(3) | 53 | Independent Director and Chair of the Audit Committee |
| (1) | Member of the Audit Committee | |
| (2) | Member of the Compensation Committee | |
| (3) | Member of the Nominating and Corporate Governance Committee | |
| (4) | On January 28, 2026, our former Chief Executive Officer Mr. C. P. Cheung and our former Director and Chairman of the Board of Directors Mr. S. Cheung resigned from their positions, effectively as of January 28, 2026. On January 28, 2026, Matthew J. Saker resigned as an Independent Director, effective January 29, 2026 and became the Company’s Interim Chief Executive Officer and Director. | |
| (5) | On September 9, 2025, our former independent directors Mr. Kay Hwa Tang and Mr. Joshua Tay resigned from their positions, effective as of September 9, 2025. |
Each of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his or her successor is elected and qualified or until his death, resignation or removal. Our Board appoints our officers, and each officer is to serve until his or her successor is appointed and qualified or until his or her death, resignation or removal.
Mr. Matthew J. Saker, Chief Executive Officer and Director
Mr. Matthew J. Saker, is a senior vice president in CBRE’s global advisory & transaction services group where he has been employed since 2003, with more than 23 years of experience with CBRE (formerly Insignia ESG). Prior to joining CBRE, Mr. Saker served as vice president at Peter Elliot & Co. from 1997 to April 2002. Mr. Saker obtained his bachelor of science degree in business & economics from St. Joseph’s University in 1985 and his master of science degree in real estate development from the School of Architecture, Planning & Preservation at Columbia University in 1991.
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Mr. Sam Wai Sing Lui, Chief Financial Officer
Mr. Lui is our Chief Financial Officer and has served in this role since November 2023.
Mr. Lui is responsible for the following matters relating to our Group:
| ● | financial reporting of our managing accounting operations, statutory financial audit reporting and coordinating corporate tax submissions; | |
| ● | preparation of budget and financial forecasts; and | |
| ● | development and implementation of financial policies and procedures in business process. |
Mr. Lui is a financial executive with over a decade of experience serving as Chief Financial Officer and Financial Controller for multinational corporations and companies listed on the Stock Exchange of Hong Kong Limited (HKEX) and Nasdaq. His experience includes guiding companies through the IPO process, from pre-listing preparation to post-listing compliance. From December 2020 to September 2023, Mr. Lui worked as a financial controller at Zeal Technology Solutions Limited, where he was in charge of financial analysis and reporting. He served as company secretary for Guan Chao Holdings Limited, a Hong Kong-listed company (stock code: 1872) and company secretary for Cool Link (Holdings) Limited, a Hong Kong-listed company (stock code: 8491), from January 2018 and from March 2017 to September 2020, respectively. From January 2015 to January 2017, he worked as a senior auditor at Deloitte Touche Tohmatsu. Prior to that, Mr. Lui worked as an assistant manager at BDO Limited from June 2011 to January 2015, where he was engaged in placing and acquisitions projects, audit for various listed companies in Hong Kong and overseas audit in New York. From June 2009 to February 2011, Mr. Lui worked as audit assistant at Philp Poon & Partners CPA Limited, where he performed annual audit to multi-national companies and small and medium size companies.
Mr. Sam Lui obtained his bachelor’s degree in business administration from Lingnan University in Hong Kong in 2009. He is a member of Hong Kong Institute of Certified Public Accountants and Association of Chartered Certified Accountants.
Mr. Christopher Schraft, Independent Director, Chair of the Compensation Committee and member of the Audit Committee and Nominating Committee
Mr. Schraft brings more than 25 years of experience leading revenue and go-to-market organizations and driving commercial growth and transformation across AI-driven enterprise software, technology, and global media organizations. Mr. Schraft currently serves as President, North America at Afiniti, an enterprise AI software company (full-time), where he is responsible for revenue performance, enterprise commercial execution, forecasting discipline, and organizational alignment. At Afiniti, he has pursued, secured, and top-managed high-value enterprise accounts and led the revenue organization, including revenue strategy, growth planning, and go-to-market execution across North America. Earlier in his career, Mr. Schraft held senior executive positions with responsibility for large public business units, including full P&L leadership, enterprise sales and marketing, and digital transformation initiatives in evolving markets. Mr. Schraft obtained his B.S. in Marketing from Plymouth State University in 1988 and an MBA from NYU Stern School of Business in 2006.
Mr. Vuk Jeremić, Independent Director, Chair of the Nominating Committee and member of the Audit Committee and Compensation Committee
Vuk Jeremić is the President of the Center for International Relations and Sustainable Development (CIRSD), a global public policy think-tank, and Editor-in-Chief of the quarterly magazine “Horizons - Journal of International Relations and Sustainable Development.” Since 2013, Mr. Jeremić has operated Vuk Jeremić ent Consulting Agency Belgrade. From November 2022 to September 2023, Mr. Jeremić served as an director of Onconetix, Inc. (Nasdaq: ONCO, previously named as Blue Water Vaccines Inc.) From August 2019 to December 2021, Mr. Jeremić served on the board of managers of Atomic 47 LLC. In 2016, Mr. Jeremić participated in the official election for United Nations (UN) Secretary-General. After six rounds of voting in the UN Security Council, he finished in the second place, behind Mr. Antonio Guterres. In June 2012, Mr. Jeremić was directly elected by the majority of world’s nations to be the President of the 67th session of the UN General Assembly. During his term in office, he played a leading role in steering the UN towards the establishment of the Sustainable Development Goals (SDGs). Mr. Jeremić served as Serbia’s Minister of Foreign Affairs from 2007 to 2012. In 2007, he chaired the Council of Europe’s Committee of Ministers. Mr. Jeremić has lectured at major universities, think-tanks, and institutes around the world, as well as published opinion pieces in leading outlets including The New York Times, The Washington Post, The Wall Street Journal, The Financial Times and Le Monde. Mr. Jeremić was named a Young Global Leader by the World Economic Forum in 2013 and appointed to the Leadership Council of the UN Sustainable Development Solutions Network (UN SDSN) in 2014. Mr. Jeremić served as the President of the Serbian Tennis Federation from 2011 to 2015.
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Mr. Jeremić holds a bachelor’s degree in theoretical physics from Cambridge University in 1998 and a master’s degree in public administration in international development from Harvard University’s John F. Kennedy School of Government in 2003. Mr. Jeremić was named a Young Global Leader by the World Economic Forum in 2013, and appointed to the Leadership Council of the United Nations Sustainable Development Solutions Network (UN SDSN) in 2014.
Ms. Xinyue Jasmine Geffner, CPA, Independent Director, Chair of the Audit Committee and member of the Compensation Committee and Nominating Committee
Ms. Geffner is an independent director of the Company and has served since November 2024. Ms. Geffner is the chair of the audit committee and as member of the compensation and nominating and corporate governance committees.
Ms. Geffner has more than 20 years of experience in capital markets, mergers & acquisitions, management, finance and accounting.
Ms. Geffner has been managing director of Hong Kong-based Austen Capital International Limited since May 2025 and its responsible officer for Type 4 (Advising on Securities) and Type 9 (Asset Management) licenses since August 2025, which were granted by the Hong Kong Securities & Futures Commission (SFC). She is currently an Executive Director and Chief Executive Officer of one of Austen Capital’s portfolio companies listed on the Hong Kong Stock Exchange, East Nova Holdings Limited (HKSE: 3626), since May 2025.
Ms.
Geffner is an independent director of Helport AI Limited (Nasdaq: HPAI) since August 2024. Ms. Geffner was previously an independent
director of NWTN Inc. (Nasdaq: NWTN) from November 2022 to December 2024, Tristar Acquisition I Corp. (NYSE: TRIS) from August 2023 to
August 2024, and China Finance Online Co. Limited (Nasdaq: JRJC) from May to November 2021, respectively.
Ms. Geffner had served as chief financial officer of various listed companies, including (i) Dorsett Hospitality International Services Limited (part of Far East Consortium International Limited (HKSE: 035), from February 2019 to March 2025; (ii) GreenTree Hospitality Group Limited (NYSE: GHG), from October 2017 to December 2018; and (iii) Carnival Group International Holdings Limited (HKSE: 0996, delisted on December 7, 2023), from August 2014 to March 2016. She served as the vice president in charge of corporate finance and development in Asia Pacific with LeEco from October 2016 to August 2017. Apart from the aforementioned work experiences, Ms. Geffner also has experiences working in regional and international banks such as ANZ Hong Kong, HSBC and Crédit Agricole.
Ms. Geffner obtained her Bachelor of Business Administration with a major in international marketing and finance from City University of New York in 1994, and a Master of Business Administration degree majoring in finance and accounting from New York University in 1997. She is a certified public accountant in Washington State, USA as well as in Hong Kong and is also a chartered financial analyst.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Board Committees
We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the three committees. Copies of our committee charters are posted on our corporate investor relations website.
Each committee’s members and functions are described below.
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Audit Committee. Our Audit Committee consists of Mr. Christopher Schraft, Mr. Vuk Jeremić, and Ms. Xinyue Jasmine Geffner. Ms. Geffner is the chair of our audit committee. We have determined that these directors satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. Our board of directors has determined that Ms. Geffner qualifies as an audit committee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of Regulation S-K. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
| ● | discussing the annual audited financial statements with management and the independent auditors; |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
| ● | reviewing and approving all proposed related party transactions; |
| ● | monitoring management’s communication and implementation of the Company’s anti-fraud policy; |
| ● | reviewing the Company’s cybersecurity mitigation measures and practices periodically; |
| ● | meeting separately and periodically with management and the independent auditors; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee. Our Compensation Committee consists of Mr. Christopher Schraft, Mr. Vuk Jeremić, and Ms. Xinyue Jasmine Geffner. Mr. Schraft is the chair of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
| ● | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
| ● | reviewing and recommending to the shareholders for determination with respect to the compensation of our directors; |
| ● | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and |
| ● | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
Nomination Committee. Our Nomination Committee consists of Mr. Christopher Schraft, Mr. Vuk Jeremić, and Ms. Xinyue Jasmine Geffner. Mr. Jeremić is the chair of our nomination committee. The nomination committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nomination committee is responsible for, among other things:
| ● | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; |
| ● | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
| ● | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
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Family Relationships
There are no family relationships among any of our directors or executive officers.
Certain Legal Proceedings
To our knowledge, no director, independent director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.
Code of Ethics
The Company adopted a Code of Ethics applicable to its directors, officers, and employees. This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Ethics is posted on our website.
Insider Trading Policy
We have
Compensation Recovery Policy
Item 11. Executive Compensation.
Introduction
We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
This section provides an overview of our executive compensation program, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.
For the year ended 2025, our named executive officers (“Named Executive Officers” or “NEOs”) were:
| ● | C. P. Cheung, our former Chief Executive Officer; and | |
| ● | Sam Wai Sing Lui, Chief Financial Officer. |
The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance.
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Compensation of Directors and Named Executive Officers
The following table presents information regarding the total compensation (excluding equity-based compensation reported) awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years indicated.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards Earned ($) | Total ($) | |||||||||||||
| C. P. Cheung | 2024 | $ | 60,000 | $ | 50,000 | $ | - | $ | 110,000 | |||||||||
| Our former Director and Chief Executive Officer | 2025 | $ | 115,000 | $ | 100,000 | $ | 75,619 | $ | 290,619 | |||||||||
| Sam Wai Sing Lui | 2024 | $ | 18,000 | $ | - | $ | - | $ | 18,000 | |||||||||
| Chief Financial Officer | 2025 | $ | 98,000 | $ | 60,000 | $ | 22,074 | $ | 180,074 | |||||||||
Compensation of Directors
We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to us.
Employment Arrangements with Named Executive Officers
We have entered into executive agreements with Mr. C. P. Cheung, our former chief executive officer and director, and Sam Wai Sing Lui, our Chief Financial Officer. A summary of the terms of each of these executive agreements is set forth below. Currently, the annual compensation of each of the executive officers is fixed by the board of directors. The named executive officers are also entitled to participate in the Company’s benefit plans, which benefits are generally available to all full-time employees. Below are descriptions of the material terms of the employment agreements and employment letters with Aureus Greenway’s Named Executive Officers.
Employment Agreement between Mr. C. P. Cheung and our Company
Retroactively effective as of January 1, 2022, Mr. C. P. Cheung entered into an employment agreement with the Company. The agreement provides for an annual base salary in the amount of $100,000, together with an additional discretionary bonus. As of January 1, 2023, we increased the annual base salary to $110,000. On April 10, 2024 we entered into an amended employment agreement with Mr. C. P. Cheung whereby we decreased Mr. C. P. Cheung’s annual base salary to $60,000. Mr. C. P. Cheung is also entitled to a bonus for every financial year of the Company equal to ten percent (10%) of the net profits earned by the Company during that year. However, the bonus will not be less than US$50,000. If Mr. C. P. Cheung serves the Company for only part of the financial year, the bonus will be prorated accordingly, except in cases where employment is terminated whereby no bonus is payable. Net profits for calculating the bonus are determined after deducting all usual business charges and expenses, including remuneration based on the previous year’s net profits, but before any taxes or duties are deducted. Any capital profits or losses not in the ordinary course are excluded. Any disputes regarding the bonus amount are referred to the company’s auditors, whose certification will be final and conclusive. Mr. C. P. Cheung’s employment began for an initial term of 3 years. The initial term of the employment agreement will automatically renew for successive 3-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until Mr. C. P. Cheung’s successor in his capacity as a director of the Company is duly elected and qualified. The agreement also provides that Mr. C. P. Cheung shall not, during the term of the agreement and for 6 months after cessation of employment, carry on business in competition with us. On July 23, 2025, the remuneration for Mr. C.P. Cheung was revised to an annual salary of $150,000.
Employment Agreement between Mr. Lui and our Company
Retroactively effective as of January 1, 2023, Mr. Lui entered into an employment agreement with the Company, the Chief Financial Officer of the Company. The agreement provides for an annual base salary in the amount of $18,000. Under the terms of the agreement, Mr. Lui’s employment will begin for an initial term of one year. The initial term will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 30 days’ prior written notice or the equivalent salary in lieu of such notice. On July 23, 2025, the remuneration for Mr. Lui was revised to an annual salary of $125,000.
Annual Cash Bonuses
All of Aureus Greenway’s executive officers were eligible to receive a cash bonus for the year ended December 31, 2025.
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2025.
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Option Exercise Price ($) | Date of Grant | Date of Vesting | Option Expiration Date | |||||||||
| Ching Ping Stephen Cheung | 750,000 | $ | 1.00 | September 24, 2025 | September 24, 2025 | September 24, 2035 | ||||||||
| Ching Ping Stephen Cheung | 550,000 | $ | 1.25 | September 24, 2025 | September 24, 2025 | September 24, 2035 | ||||||||
| ChiPing Cheung | 60,000 | $ | 1.25 | September 24, 2025 | September 24, 2025 | September 24, 2035 | ||||||||
| (1) | All option awards were granted under the 2025 Stock Incentive Plan and vested fully upon grant. |
The 2025 Equity Incentive Plan
On August 13, 2025, certain majority stockholder of the Company approved by written consent in lieu of a meeting the adoption of the 2025 Equity Incentive Plan (“2025 Plan”). The total shares of Common Stock authorized for issuance during the term of the 2025 Plan is 1,500,000 shares of the Company’s authorized shares of Common Stock. As of the date of this Annual Report, all option awards were granted under the 2025 Plan and vested fully upon grant, and the Company has issued 34,527 shares of Common Stock under the 2025 Plan. The principal terms of the 2025 Plan are summarized below. This summary is not a complete description of the 2025 Plan, and it is qualified in its entirety by reference to the complete text of the 2025 Plan.
Share Awards. The 2025 Plan provides for the grant of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), restricted stock, restricted stock unit, share appreciation rights, stock bonus awards, and performance-based compensation awards, or collectively, share awards. ISOs may be granted only to our employees, including officers, and the employees of our subsidiaries. All other share awards may be granted to our employees, officers, our non-employee directors, consultants, advisors and the employees and consultants of our subsidiaries and affiliates (“Eligible Persons”).
Stock Options. A stock option is the right to purchase a certain number of shares, at a certain exercise price, in the future. All Options granted under the 2025 Plan shall be NSOs unless the applicable award agreement expressly states that the Option is intended to be an ISO. ISOs shall be granted only to Eligible Persons who are employees of the Company and its affiliates. Under the 2025 Plan, ISOs and NSOs are granted pursuant to stock option agreements adopted by our compensation committee (“Compensation Committee”). The Compensation Committee determines the exercise price for a stock option, within the terms and conditions of the 2025 Plan. Options granted under the 2025 Plan vest at the rate specified by the Compensation Committee. Stock options granted to certain employees outside of the United States may be settled in cash.
Stock options granted under the 2025 Plan generally must be exercised by the optionee before the earlier of the expiration of such option or the expiration of a specified period following the optionee’s termination of employment. Each stock option agreement will set forth the extent to which the option recipient will have the right to exercise the option following the termination of the recipient’s service with us, and the right to exercise the option of any executors or administrators of the award recipient’s estate or any person who has acquired such options directly from the award recipient by bequest or inheritance. Payment of the exercise price may be made in cash or, if provided for in the stock option agreement evidencing the award, (1) by surrendering, or attesting to the ownership of, shares which have already been owned by the optionee, (2) future services or services rendered to us or our affiliates prior to the award, (3) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to us in payment of the aggregate exercise price, (4) by delivery of an irrevocable direction to a securities broker or lender to pledge shares and to deliver all or part of the loan proceeds to us in payment of the aggregate exercise price, (5) by a “net exercise” arrangement, (6) by any other form that is consistent with applicable laws, regulations, and rules.
Restricted Stock. The terms of any awards of restricted securities under the 2025 Plan will be set forth in an restricted stock award agreement to be entered into between us and the recipient. The Compensation Committee will determine the terms and conditions of the restricted stock award agreements, which need not be identical. A restricted stock award may be subject to vesting requirements or transfer restrictions or both. Restricted securities may be issued for such consideration as the Compensation Committee may determine, including cash, cash equivalents, full recourse promissory notes, past services and future services. Award recipients who are granted restricted securities generally have all of the rights of a stockholder with respect to those shares, provided that dividends and other distributions will not be paid in respect of unvested shares unless and until the underlying shares vest.
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Restricted Stock Units. Restricted stock unit awards give recipients the right to acquire a specified number of shares (or cash amount) at a future date upon the satisfaction of certain conditions, including any vesting arrangement, established by the Compensation Committee and as set forth in a restricted stock unit award agreement. A restricted stock unit may be settled by cash, delivery of shares, a combination of cash and shares as deemed appropriate by the Compensation Committee. Recipients of restricted stock unit generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. At the Compensation Committee’s discretion and as set forth in the restricted stock unit award agreement, restricted stock units may provide for the right to dividend equivalents. Dividend equivalents may not be distributed prior to settlement of the restricted stock unit to which the dividend equivalents pertain and the value of any dividend equivalents payable or distributable with respect to any unvested share units that do not vest will be forfeited.
Share Appreciation Rights. Share appreciation rights generally provide for payments to the recipient based upon increases in the price of our Common Stock over the exercise price of the share appreciation right. The Compensation Committee determines the exercise price for a share appreciation right, which generally cannot be less than one hundred percent (100%) of the fair market value of our Common Stock on the date of grant. A share appreciation right granted under the 2025 Plan vests at the rate specified in the share appreciation right agreement as determined by the Compensation Committee. The Compensation Committee determines the term of share appreciation rights granted under the 2025 Plan, up to a maximum of ten years. Upon the exercise of a share appreciation right, we will pay the participant an amount in shares, cash, or a combination of shares and cash as determined by the Compensation Committee, equal to the product of (1) the excess of the per share fair market value of our Common Stock on the date of exercise over the exercise price, multiplied by (2) the number of Common Stock with respect to which the share appreciation right is exercised.
Stock Bonus Awards. The Compensation Committee may grant stock bonus awards based in whole or in part by reference to our Common Stock. The Compensation Committee will set the number of shares under the share award and all other terms and conditions of such awards.
Performance-Based Compensation Awards. The number of shares or other benefits granted, issued, retainable and/or vested under a stock option, restricted stock or restricted stock unit award, share appreciation rights, or stock bonus award may be made subject to the attainment of performance goals. The Compensation Committee may utilize any performance criteria selected by it in its sole discretion to establish performance goals.
Share Reserve. The aggregate number of shares of Common Stock that may be issued pursuant to awards granted under the 2025 Plan may not exceed 1,500,000 shares.
If restricted securities or securities issued upon the exercise of options are forfeited, then such shares shall again become available for awards under the 2025 Plan. If share units, options or share appreciation rights are forfeited or terminate for any reason before being exercised or settled, or an award is settled in cash without the delivery of shares to the holder, then the corresponding shares will again become available for awards under the 2025 Plan. Any shares withheld to satisfy the exercise price or tax withholding obligation pursuant to any award of options or share appreciation rights shall again become available for awards under the 2025 Plan. If share units or share appreciation rights are settled, then only the number of shares (if any) actually issued in settlement of such share units or share appreciation rights shall reduce the number of shares available under the 2025 Plan, and the balance (including any shares withheld to cover taxes) shall again become available for awards under the 2025 Plan.
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Administration. The 2025 Plan will be administered by our Board or a committee appointed by our Board, or the Compensation Committee. Subject to the limitations set forth in the 2025 Plan, the Compensation Committee has the authority to determine, among other things, to whom awards will be granted, the number of shares subject to awards, the term during which an option or share appreciation right may be exercised and the rate at which the awards may vest or be earned, including any performance criteria to which they may be subject. The Compensation Committee also has the authority to determine the consideration and methodology of payment for awards.
Amendment and Termination. Our Board has the authority to amend, suspend, or terminate the 2025 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. No ISOs may be granted after the tenth anniversary of the date our Board adopted the 2025 Plan.
Non-Employee Director Compensation
The following table presents the compensation awarded to or earned by or paid to all individuals who served as non-employee directors during the years ended December 31, 2025 and 2024. We do not provide additional compensation to directors who are our employees for also serving as a director.
| Name | Year | Fees Earned ($) | Stock Awards Earned ($) | Total ($) | ||||||||||
| Stephen Ching Ping Cheung (3) | 2025 | 207,500 | 1,651,426 | 1,858,926 | ||||||||||
| 2024 | - | - | - | |||||||||||
| Kay Hwa Tang (1) | 2025 | 31,500 | 25,206 | 56,706 | ||||||||||
| 2024 | - | - | - | |||||||||||
| Joshua Tay (1) | 2025 | 31,500 | 25,206 | 56,706 | ||||||||||
| 2024 | - | - | - | |||||||||||
| Xinyue Jasmine Geffner | 2025 | 64,500 | 25,206 | 89,706 | ||||||||||
| 2024 | - | - | - | |||||||||||
| Vuk Jeremić (2) | 2025 | 23,333 | - | 23,333 | ||||||||||
| 2024 | - | - | - | |||||||||||
| Matthew J. Saker (2) | 2025 | 29,583 | - | 29,583 | ||||||||||
| 2024 | - | - | - | |||||||||||
(1) On September 9, 2025, our former independent directors Mr. Kay Hwa Tang and Mr. Joshua Tay resigned from their positions, effective as of September 9, 2025.
(2) On September 9, 2025, Mr. Vuk Jeremić and Mr. Matthew J. Saker were appointed as independent directors, effective as of September 9, 2025. On January 28, 2026, Mr. Matthew J. Saker was appointed as interim Chief Executive Officer of the Company and a Director, effective as of January 29, 2026.
(3) On January 28, 2026, Mr. Stephen Ching Ping Cheung resigned as Chairman of the Board and a Director of the Board, effective as of January 29, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides information with respect to the beneficial ownership of our Common Stock as of the date of this Report, by:
| ● | each of our executive officers and directors; |
| ● | all of our current directors and executive officers as a group; and |
| ● | each person or entity, or group of persons or entities, known by us to own beneficially more than 5% of our Common Stock. |
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.
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Percentage of is based on 20,254,682 shares of Common Stock outstanding as of March 31, 2026.
| Common stock Beneficially Owned | Series A Preferred Stock Beneficially Owned | Percentage of Voting Power | ||||||||||||||||||
| Name of Beneficial Owner | Number (1) | % (2) | Number (1) | % (2) | % | |||||||||||||||
| Directors and Named Executive Officers | ||||||||||||||||||||
| Mr. Matthew J. Saker | 150,000 | * | % | - | - | % | * | % | ||||||||||||
| Mr. Sam Wai Sing Lui | - | - | % | - | - | % | - | % | ||||||||||||
| Independent Directors: | ||||||||||||||||||||
| Mr. Vuk Jeremić | 50,000 | * | % | - | - | % | * | % | ||||||||||||
| Mr. Christopher Schraft | 50,000 | * | % | - | - | % | * | % | ||||||||||||
| Ms. Xinyue Jasmine Geffner | 50,000 | * | % | - | - | % | * | % | ||||||||||||
| All directors and named executive officers as a group | 300,000 | 1.48 | % | - | - | % | * | % | ||||||||||||
| Principal Stockholders holding 5% or more: | ||||||||||||||||||||
| Ace Champion Investments Limited(4) | 3,290,000 | 16.2 | % | - | % | 1.5 | % | |||||||||||||
| Chrome Fields Asset Management(5) | 2,352,000 | 11.6 | % | - | % | 1.1 | % | |||||||||||||
| The Steven Scopellite 2021 Irr(6) | 650,000 | 3.2 | % | 10,000,000 | 100 | % | 91.1 | % | ||||||||||||
| * | Designates less than 1% |
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock and Series A Preferred Stock actually outstanding on March 19, 2026. |
| (2) | The percentage is calculated based on (i) 20,254,682 shares of common stock that were outstanding as of March 31, 2026, and (ii) shares of common stock deemed to be beneficially owned by such person or group if the person or group has the right to acquire the common stock within 60 days of the date as of which the information is provided and, solely for calculating the Series A Preferred Stock Beneficially Owned, (iii) 10,000,000 shares of Series A Preferred Stock that were outstanding as of March 19, 2026. |
| (4) | Mr. S. Cheung has sole voting and dipositive power over the shares held by Ace Champion Investments Limited. |
| (5) | Mr. C. P. Cheung has sole voting and dispositive power over the shares held by Chrome Fields Asset Management LLC. |
| (6) | The Steven Scopellite 2021 Irr is managed by Michael Canarick as Trustee. The business address of the Steven Scopellite 2021 Irr is 2550 Constance Drive, Manasquan, NJ 08736-2304. |
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Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2025.
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(#) | Weighted-average exercise price of outstanding options, warrants and rights (b)($) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(#) | ||||||||||
| Plan Category | ||||||||||||
| Equity compensation plan approved by security holders | ||||||||||||
| 2025 Equity Incentive Plan | 1,455,000 | (1) | 1.125 | - | (1) | |||||||
| Total | 1,455,000 | 1.125 | - | |||||||||
| (1) | As of the date of this Annual Report, all option awards were granted under the 2025 Plan and vested fully upon grant, and the Company has issued 34,527 shares of Common Stock under the 2025 Plan. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
Other than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January 1, 2025 to which we have been a participant, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described in the section entitled “Executive Compensation.” Described below are certain other transactions with our directors, executive officers and stockholders.
Since January 1, 2024, Aureus Greenway has been party to the following material transactions and loans with (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Aureus Greenway ; (b) associates; (c) individuals owning, directly or indirectly, an interest in voting power that gives them significant influence over Aureus Greenway , and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling Aureus Greenway’s activities, including directors and senior management and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
As of the four years ended December 31, 2024, the Company owed two loans each dated April 24, 2014 for $1,447,739.16 and $1,307,619.69 made by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung to us in connection with the acquisition of Kissimmee Bay and Remington (the “2014 Loans”). Such loans to were made by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung (“Mr. Y. C. Cheung”, the father of Mr. C. P. Cheung and Mr. S. Cheung) in proportions of 50%, 40%, and 10% consisting of loans from (i) Mr. S. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $723,869.58, and $653,809.85, respectively, (ii) Mr. C. P. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $579,095.66, and $523,047.87, respectively, and (iii) Mr. Y. C. Cheung for an unsecured, non-interest-bearing demand loan with a principal balance of $ 144,773.91, and $ 130,761.97, respectively. Both of the 2014 Loans were repayable upon the listing of our common stock on Nasdaq. For the twelve months ended December 31, 2024, (i) the largest aggregate amount of principal outstanding with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung were for amounts of $472,271, $377,817, and $94,454, respectively, and (ii) the amount of principal paid by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung included amounts equaling $115,000, $92,000, and $23,000, respectively. On March 11, 2025, March 12, 2025 and March 12, 2025 each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung repaid the principal balance of the 2014 loans in the amounts of $357,272, $285,917 and $71,454, respectively. As of the date of this Report, we had no outstanding balance with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung.
On September 7, 2023, the Company entered into a loan facility agreement or the “Expense Loan” with Mr. S. Cheung for a loan facility of up to $1,000,000. In January 2025, the principal amount due under the Expense Loan was increased by $100,000 to a principal amount of $1,100,000. The Expense Loan is interest free, repayable within 30 days from the date our shares were listed on Nasdaq or December 31, 2025, whichever is earlier. For the twelve months ended December 31, 2024 the largest aggregate amount of principal outstanding under the Expense loan was $1,077,097. On February 19, 2025, 2025 Mr. S. Cheung repaid the principal balance of the Expense Loan in the amount of $1,021,617. As of the date of this Report, we had no outstanding balance under the Expense Loan with Mr. S. Cheung.
On January 17, 2024, we issued (i) a total of 6,528,000 shares of common stock to Ace Champion Investments Limited (as to 5,440,000 shares of common stock), and Trendy View Assets Management (as to 1,088,000 shares of common stock), for total consideration of $8,160, (ii) a total of 10,000,000 shares of our Series A Preferred Stock to Ace Champion Investments Limited (as to 5,000,000 shares of Series A Preferred Stock), Trendy View Assets Management ((a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Y. C. Cheung and Ms. Chan Lee, parents of Mr. S. Cheung, and Mr. C. P. Cheung) as to 1,000,000 shares of Series A Preferred Stock)), and Chrome Fields Asset Management LLC (as to 5,000,000 shares of Series A Preferred Stock), for total consideration of $10,000, and (iii) 4,352,000 shares of common stock to Chrome Fields Asset Management LLC, in exchange for the right to receive 100 ordinary shares, par value $1.00 of Pine Ridge Group Limited.
On April 15, 2024, the Company entered into a loan facility agreement in connection with the repayment of a Paycheck Protection Program due to the United States Small Business Administration (the “2024 Loan”) with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung in proportions of 50%, 40%, and 10% for a loan facility of up to $500,000 consisting of loans from (i) Mr. S. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $250,000, (ii) Mr. C. P. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $200,000, and (iii) Mr. Y. C. Cheung for an unsecured, non-interest-bearing demand loan with a principal balance of $50,000. The 2024 Loan was repayable upon the listing of our common stock on Nasdaq. For the twelve months ended December 31, 2024, the largest aggregate amount of principal outstanding with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung were for amounts of $250,000, $200,000, and $50,000, respectively On March 11, 2025, 2025, March 12, 2025, 2025 and March 12, 2025, 2025 each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung repaid the principal balance of the 2014 loans in the amounts of $250,000, $200,000, and $50,000, respectively. As of the date of this Report, we had no outstanding balance with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung under the 2024 Loan.
On July 23, 2025, the Company also entered into a stock purchase agreement (the “Private SPA”) among the Company, certain existing stockholders of the Company, including Trendy View Assets Management, Ace Champion Investments Limited, and Chrome Fields Asset Management LLC (collectively, the “Sellers”), and the buyers, including The Steven Scopellite 2021 Irr. Pursuant to the Private SPA, the Sellers agreed to sell, and The Steven Scopellite 2021 Irr agreed to purchase, an aggregate of 10,000,000 shares of the Company’s series A preferred stock, par value $0.001 per share, (the “Series A Preferred Stock”) for an aggregate purchase price of $100,000 and 650,000 shares of Common Stock, for an aggregate purchase price of $633,750.
During the fiscal year ended December 31, 2025, the Company, through its subsidiaries Chrome and Chrome II (collectively, the “Chrome Subsidiaries”), held private golf club memberships in three international jurisdictions (collectively, the “Memberships”). The Memberships were acquired and maintained by the Chrome Subsidiaries in connection with each of their respective business operations and for investor relations and corporate development purposes. In connection with their use of the Memberships, each of Mr. S. Cheung and Mr. C.P. Cheung met high-net-worth individuals who expressed interest in the Company and in potential future business endeavors, consistent with the investor relations and corporate development purposes for which the Memberships were maintained.
Subsequent to fiscal year end, Mr. C. P. Cheung purchased the Memberships from the Chrome Subsidiaries at an aggregate purchase price of $322,500, and Mr. S. Cheung purchased the remaining Memberships from the Chrome Subsidiaries at an aggregate price of $58,836, in each case representing the full original acquisition cost with no discount or other concession (the aggregate consideration paid being $381,336). During the time that the Memberships were held by the Chrome Subsidiaries, the personal use of the Memberships by Mr. S. Cheung, the Company’s former Chief Executive Officer, and Mr. C.P. Cheung, the Company's former director and Chairman of the Board, was incidental to their business purpose. Each of Mr. S. Cheung and Mr. C. P. Cheung is a “related person” of the Company within the meaning of Item 404(a) of Regulation S-K by virtue of their respective positions as executive officers and directors of the Company, and Chrome I and Chrome II. The transactions were reviewed and approved by the Audit Committee of the Board, which determined that the purchase prices for the Memberships were fair and reasonable to the Company and no less favorable than terms available in a comparable transaction with an unrelated third party.
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Item 14. Principal Accounting Fees and Services.
The following table sets forth fees billed to us by our independent auditor for the years ended December 31, 2025 and 2024 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as audit fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.
| SERVICES | 2024 | 2025 | ||||||
| Audit fees | $ | 230,500 | $ | 145,000 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | 3,000 | - | ||||||
| All other fees | - | 40,000 | ||||||
| Total fees | $ | 233,500 | $ | 185,000 | ||||
Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual consolidated financial statements and the review of our interim consolidated financial statements. Before our independent accountants were engaged to render these services, their engagement was approved by our Directors.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| (a) | The following documents are filed as part of this report: |
| (1) | Financial Statements: |
The audited balance sheet of the Company as of December 31, 2025, the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of WWC, P.C., independent auditors, are filed herewith.
| (2) | Financial Schedules: |
None
Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.
| (3) | Exhibits: |
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.
| (b) | The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included. |
Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
| ● | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; |
| ● | may apply standards of materiality that differ from those of a reasonable investor; and |
| ● | were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| 42 |
† Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type the Company treats as private or confidential.
+ Management contract or compensatory plan
ITEM 16. FORM 10-K SUMMARY
We have elected not to provide a summary of the information provided in this annual report on Form 10-K.
| 43 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| AUREUS GREENWAY HOLDINGS INC. | ||
| By: | /s/ Matthew J. Saker | |
| Matthew J. Saker | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Sam Wai Sing Lui | |
| Sam Wai Sing Lui | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer) | ||
Each person whose signature appears below constitutes and appoints ChiPing Cheung and Sam Wai Sing Lui, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Matthew J. Saker | Chief Executive Officer and Director | March 31, 2026 | ||
| Matthew J. Saker | (Principal Executive Officer) | |||
| /s/ Sam Wai Sing Lui | Chief Financial Officer | March 31, 2026 | ||
| Sam Wai Sing Lui | (Principal Accounting Officer) | |||
| /s/ Xinyue Jasmine Geffner | Director | March 31, 2026 | ||
| Xinyue Jasmine Geffner | ||||
| /s/ Christopher Schraft | Director | March 31, 2026 | ||
| Christopher Schraft | ||||
| /s/ Vuk Jeremic | Director | March 31, 2026 | ||
| Vuk Jeremic |
| 44 |
Index to Financial Statements
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Stockholders of |
| Aureus Greenway Holdings Inc. |
Opinion on the Financial Statements
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on our financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Certified Public Accountants
PCAOB ID: 1171
We have served as the Company’s auditor since 2023
March 31, 2026
| F-2 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 | ||||||||
| 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, other payables and accrued liabilities | $ | $ | ||||||
| Contract liabilities - deferred revenue | ||||||||
| Bank and other borrowings – current | ||||||||
| Due to related parties | ||||||||
| Operating lease liabilities – current | ||||||||
| 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 15) | ||||||||
| Stockholder’s Equity | ||||||||
| Preferred stock: shares authorized; $ par value, shares of series A preferred stock designated; shares issued and outstanding as of December 31, 2025 and 2024 | ||||||||
| Common stock: shares authorized; $ par value, and shares issued and outstanding as of December 31, 2025 and 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 consolidated financial statements.
| F-3 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. dollars, except for the number of shares)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Golf operations | ||||||||
| Sales of food and beverage | ||||||||
| Sales of merchandise | ||||||||
| Ancillary revenue | ||||||||
| Total revenue | ||||||||
| 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 | ||||||||
| Legal and professional fees | ||||||||
| Other general and administration expenses | ||||||||
| Total operating costs | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Total other income, net | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax (benefits) expenses | ( | ) | ||||||
| Net Loss | ( | ) | ( | ) | ||||
| Comprehensive Loss | ( | ) | ( | ) | ||||
| Loss per common stock (Note 13) | ||||||||
| Basic and diluted | ) | ) | ||||||
| Weighted average number of common stocks outstanding (Note 13) | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Shares | Amount | Shares | Amount | capital | receivables | deficit | Total | |||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional paid-in | Subscription | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | receivables | deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Proceeds from stockholders for settlement of subscription receivables | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Proceeds from stockholders for settlement of subscription receivables | - | - | ||||||||||||||||||||||||||||||
| Issue of common stocks | - | |||||||||||||||||||||||||||||||
| Issue of pre-funded warrants (net of commission to placing agent) in Private Placement | - | |||||||||||||||||||||||||||||||
| Recognition of stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Exercise of stock options | - | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Unpaid director’s remuneration | ||||||||
| Stock-based compensation | ||||||||
| Provision for allowance for expected credit losses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Deferred tax assets | ( | ) | ||||||
| Accounts payable, other payables and accrued liabilities | ( | ) | ||||||
| Contract liabilities - deferred revenue | ( | ) | ||||||
| Deferred tax liabilities | ( | ) | ||||||
| Net Cash (Used in) Provided by Operating Activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Short-term investment | ( | ) | ||||||
| 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 stockholders for settlement of subscription receivables | ||||||||
| Proceeds from related party loan | ||||||||
| Repayments to related party loan | ( | ) | ( | ) | ||||
| Repayments of bank and other borrowings | ( | ) | ( | ) | ||||
| Deferred offering costs | ( | ) | ( | ) | ||||
| Net Cash Generated from (Used in) Financing Activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | ||||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for tax | ||||||||
| 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 consolidated financial statements.
| F-6 |
AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. The Company conduct business activities principally through the Company’s 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 December 31, 2025, the Company 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.
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) |
| F-7 |
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.
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 $
| F-8 |
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Basis 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.
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 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.
| F-9 |
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.
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 December 31, 2025 and 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 credit cards or cash deposits in transit, 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 and for the years ended December 31, 2025 and 2024, the Company recognized $
Prepaid expenses
Prepaid expenses represent the prepayment for (i) the 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 with gross payment of $
| F-10 |
Regarding
the golf club membership fees, the Company prepaid $
As
of December 31, 2025 and 2024, the Company had
Inventories, net
The Company’s inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears and the Company values 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. The Company regularly reviews 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 the Company’s 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 December 31, 2025 and 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. The Company capitalizes 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.
| F-11 |
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 December 31, 2025 and 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 year ended December 31, 2025, all warrants issued are classified within stockholders’ equity. The placing
agent warrant is classified as equity and its fair value was $
Management evaluated the terms of all warrants issued during the year, including common warrants, pre-funded warrants, and placement agent warrants, and concluded that such instruments are indexed to the Company’s own stock and do not contain provisions that would require net cash settlement or otherwise preclude equity classification under ASC 815-40. Accordingly, all warrants issued during the year were classified as equity instruments.
The
placement agent warrants were classified as equity and their grant-date fair value of $
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.
| F-12 |
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, other payables, accrued liabilities, lease liabilities and amount due to a related party are approximate fair value due to their short-term nature.
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 Company as of December 31, 2025 and 2024 are accounted for as operating leases.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s 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 the Company’s leases do not provide an implicit rate, the Company generally uses the Company’s 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. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company 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.
Accounts Payables, Other Payables and Accrued Liabilities
Accounts payable, other payables and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables, property tax payable, accrued salaries 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 years ended December 31, 2025 and 2024 and balances as of December 31, 2025 and 2024 are set out in Note 8.
| F-13 |
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 the Company’s 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 December 31, 2025 and 2024, the Company recorded contract
liabilities - deferred revenue of $
| F-14 |
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 operations 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 “Compensation-Stock Compensation”. Under the fair value recognition provisions of 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) is expensed immediately. Stock-based compensation expense recognized in the Company’s consolidated statement of operations is based on awards ultimately expected to be vested. Stock-based compensation of $ was recognized in the consolidated statements of operations for the year ended December 31, 2025.
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.
| F-15 |
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 December 31, 2025 and 2024, the Company had
The
Company recognizes interest and penalties related to uncertain income tax positions in other expense.
The Company computes loss 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 (loss) income divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per share 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 years ended December 31, 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.
| F-16 |
The
following table presents summary information of the Company’s single
Schedule of Segment Information
| 2025 | 2024 | |||||||
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Measure of profit or loss | ||||||||
| Revenue | ||||||||
| Reconciliation to net loss 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) | ||||||||
| Salaries and benefits | ||||||||
| Depreciation | ||||||||
| Legal and professional fees | ||||||||
| Other general and administration expenses* | ||||||||
| Total operating costs | ||||||||
| Other reconciliation items | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Total other income, net | ||||||||
| Net loss before taxes | ( | ) | ( | ) | ||||
| Income tax (benefits) expenses | ( | ) | ||||||
| Net Loss | ( | ) | ( | ) | ||||
As of December 31, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| Other segment disclosures | ||||||||
| Total Assets | ||||||||
| * |
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.
| F-17 |
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. The Company is 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. The Company is 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.
In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), “Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU removes references to prescriptive and sequential software development project stages and provides updated guidance intended to simplify the capitalization and expense evaluation for internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 17, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. This ASU may be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements.
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 consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
Note 3 – Inventories, net
As of December 31, 2025 and 2024, the inventories of finished goods consisted of the following:
Schedule of Inventories
| 2025 | 2024 | |||||||
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Purchased goods | $ | $ | ||||||
| Less: Impairment of obsolete goods | ||||||||
| Inventories, net | $ | $ | ||||||
| F-18 |
Note 4 – Property and Equipment, net
As of December 31, 2025 and 2024, the property and equipment consisted of the following:
Schedule of Property and Equipment
| 2025 | 2024 | |||||||
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 years ended December 31, 2025 and 2024, were $
Note 5 – Accounts Payables, other payables and Accrued Liabilities
As of December 31, 2025 and 2024, the accounts payable and accrued liabilities consisted of the following:
Schedule of Accounts Payable and Accrued Liabilities
| 2025 | 2024 | |||||||
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Other payables | ||||||||
| Credit cards payables | ||||||||
| Sales tax payable | ||||||||
| Property tax payable | ||||||||
| Other accrued expenses | ||||||||
| Accrued salaries | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
Note 6 – Bank and Other Borrowings
As of December 31, 2025 and 2024, the bank and other borrowings consisted of the following:
Schedule of Bank and Other Borrowings
| Principal | Maturity | Fixed Interest | As of December 31, | |||||||||||||||||
| Initiation date | Loan No. | Amount | date | Rate | 2025 | 2024 | ||||||||||||||
| #1 | $ | % | $ | $ | ||||||||||||||||
| #2 | $ | % | ||||||||||||||||||
| #3 | $ | % | ||||||||||||||||||
| #4 | $ | % | ||||||||||||||||||
| #5 | $ | % | ||||||||||||||||||
| Total loans payable | ||||||||||||||||||||
| Current portion | ( | ) | ||||||||||||||||||
| Non-current portion | $ | $ | ||||||||||||||||||
Notes:
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
During
the years ended December 31, 2025 and 2024, the Company recognized interest expenses of $
| F-19 |
Note 7 – Leases
During
the years ended December 31, 2025 and 2024, the Company had eight operating 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 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating lease cost | $ | $ | ||||||
Supplemental cash flow information related to leases was as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| 2025 | 2024 | |||||||
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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
| 2025 | 2024 | |||||||
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 December 31, 2025 were as follows:
Schedule of Future Minimum Lease Payments Under Operating Leases
| Year ending December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total future minimum lease payments | $ | |||
| Less imputed interest | ( | ) | ||
| Operating lease liabilities | $ | |||
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 |
| * | ||
| ** |
| F-20 |
Amounts due to related parties
Amounts due to related parties consists of the following:
Schedule of Amount Due to Related Parties
| As of December 31, | ||||||||||
| Name | Nature | 2025 | 2024 | |||||||
| Mr. Cheung Ching Ping | $ | $ | ||||||||
| Mr. Cheung Ching Ping | ||||||||||
| Mr. Cheung Ching Ping | ||||||||||
| Mr. Cheung Ching Ping | ||||||||||
| Mr. Cheung Chi Ping | ||||||||||
| Mr. Cheung Chi Ping | ||||||||||
| Mr. Cheung Chi Ping | ||||||||||
| Mr. Cheung Yick Chung | ||||||||||
| $ | $ | |||||||||
Notes:
| (1) | |
| (2) | |
| (3) | |
| (4) |
| F-21 |
Note 9 – Revenue
Revenues disaggregated by major revenue streams and timing of revenue recognition for the years ended December 31, 2025 and 2024 are disclosed in the table below:
Schedule of Disaggregation of Revenue
| 2025 | 2024 | |||||||
| For the Years ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| 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 year ended December 31, 2025, the Company adopted the 2025 Equity Incentive Plan (“2025 Plan”) with a contractual term of ten years which provides for the granting of stock options to the Company’s employees, officers, directors and consultants to purchase shares of the Company’s common stock in order to attract and retain qualified personnel, directors and consultants and align their interests with those of the Company’s shareholders. The Board of Directors of the Company approved the 2025 Plan on July 29, 2025 and August 13, 2025, respectively. Pursuant to the 2025 Plan, the Company may grant up to an aggregate of stock options. Each stock option is exercisable for one share of common stock.
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 $1.25 and have a contractual term of ten years 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 $ and have a contractual term of ten years 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 year ended December 31, 2025:
Schedule of Stock Options Activity
| Shares | Weighted-average exercise price | |||||||
| Outstanding as of January 1, 2025 | ||||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited or cancelled* | ( | ) | 1.250 | |||||
| Outstanding at December 31, 2025 | ||||||||
| Exercisable as of December 31, 2025 | ||||||||
| * |
| F-22 |
The fair value of options is estimated on the date of grant using the Binomial Option Pricing Model using the assumptions noted in the table below. The fair value assessment is based on the valuation performed by an independent third-party valuer. The fair value of stock options at the grant date was fully charged to the consolidated statements of operations under salaries and benefits at the date of grant.
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 $ was recognized in the consolidated statements of operations for the year ended December 31, 2025 (2024: ).
Note 11 – Stockholders’ 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 the Company’s 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 $
| F-23 |
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, October 1, October 3 and December 18, 2025, the Company issued , , and shares of common stock at par value $ to American Ventures LLC, respectively.
On October 17, November 7 and November 13, 2025, the Company issued a total of shares of common stock to certain employees and consultants of the Company through the exercise of stock options to convert to equivalent number of common stocks of the Company under the 2025 Plan.
As a result, as of December 31, 2025 and 2024, and shares of common stock are issued and outstanding, respectively.
Warrants
On
July 23, 2025, the Company 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 December 31, 2025, except for a total of
| F-24 |
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 the Statements of Income
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Tax provision for the year: | ||||||||
| Current | ||||||||
| Deferred | ||||||||
| ● Federal statutory tax | ||||||||
| - Deferred tax assets | ||||||||
| - recognition for the year | ( | ) | ||||||
| - utilization of NOLs brought forward | ||||||||
| - Deferred tax liabilities | ||||||||
| - (reversal) recognition for the year | ( | ) | ||||||
| Deferred tax assets Liabilities | ( | ) | ||||||
| ● State of Florida tax | ||||||||
| - Deferred tax assets | ||||||||
| - recognition for the year | ( | ) | ||||||
| - utilization of NOLs brought forward | ||||||||
| - Deferred tax liabilities | ||||||||
| - (reversal) recognition for the year | ( | ) | ||||||
| Deferred tax assets Liabilities | ( | ) | ||||||
| Total income tax (benefits) expenses | ( | ) | ||||||
| F-25 |
A
reconciliation of the effective income tax rates reflected in the accompanying 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 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Federal statutory tax rate | % | % | ||||||
| Effect of state of Florida tax | % | % | ||||||
| Effect of state of Nevada tax* | ( | )% | ( | )% | ||||
| Effect of BVI 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
| 2025 | 2024 | |||||||
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax liabilities: | ||||||||
| Accelerated depreciation | ||||||||
| Federal statutory tax: | ||||||||
| Beginning of the year | $ | $ | ||||||
| (Reversal) recognized during the year | ( | ) | ||||||
| End of the year | ||||||||
| State of Florida tax: | ||||||||
| Beginning of the year | ||||||||
| (Reversal) recognized during the year | ( | ) | ||||||
| End of the year | ||||||||
| Deferred tax liabilities | $ | $ | ||||||
| Deferred tax assets: | ||||||||
| Net operating losses | ||||||||
| Federal statutory tax: | ||||||||
| Beginning of the year | $ | $ | ||||||
| Recognized during the year | ||||||||
| Utilized during the year | ( | ) | ||||||
| End of the year | ||||||||
| State of Florida tax: | ||||||||
| Beginning of the year | $ | |||||||
| Recognized during the year | ||||||||
| Utilized during the year | ( | ) | ||||||
| End of the 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 December 31, 2025 and 2024, 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.
| F-26 |
Schedule of Net loss Per Common Stock
| 2025 | 2024 | |||||||
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net Loss | ( | ) | ( | ) | ||||
| Basic and diluted weighted average number of common stocks outstanding | ||||||||
| Loss per common stock | ||||||||
| Basic | ( | ) | ( | ) | ||||
| Diluted | ( | ) | ( | ) | ||||
Basic loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding during the year. Diluted loss per common stock is the same as basic loss per common stock for all periods presented because the inclusion of all potential common stocks ( stock options and warrants) would have been anti-dilutive, as it would have reduced the net loss per share.
Note 14 – Risk and Uncertainties
Credit Risk
The Company’s principal financial assets are cash and cash equivalents and accounts and other 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 receivable as of December 31, 2025 and 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for receivable.
Vendor concentration risk
As
of December 31, 2025 and 2024, the Company owed
For
the years ended December 31, 2025 and 2024, one vendor accounted for
| F-27 |
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 the Company’s stockholders and financial institutions. the Company is 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. The Company’s 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 the Company’s current and future liquidity needs.
Note 15 – Commitments and Contingencies
Lease Commitments
Litigation
From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, the Company does 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 the Company’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Company’s view of these matters may change in the future. the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liabilities on a regular basis.
Note 16 – Subsequent Events
The Company evaluated all events and transactions that occurred after December 31, 2025 up through March 31, 2026, which is the date that these consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure in these consolidated financial statements other than disclosed below which has no effect on the consolidated financial statements.
On January 28, 2026, the Company announced the changes of directors and officers effective January 29, 2026, including the resignation of Mr. Cheung Chi Ping as CEO, President and director of the Company, and Mr. Cheung Ching Ping as Chairman and director of the Company. Both individuals transitioned to roles at the Company’s wholly-owned subsidiaries, Chrome Field I, Inc. and Chrome Field II, Inc. Additionally, the board appointed Matthew J. Saker as Interim CEO and Christopher Schraft as an independent director and Chair of the Compensation Committee, effective January 29, 2026.
On March 8, 2026, the Company has entered into a definitive agreement to acquire Autonomous Power Corporation (the “Target”) through a merger. Under the terms, each share of the Target will be converted into the right to receive shares of the Company’s common stock based on a set exchange ratio. The former stockholders of the Target are also eligible for up to an additional million shares as earn-out consideration if certain performance milestones are met. Following the transaction, the combined Company’s board will be reconstituted with five directors selected by the Target, and Andrew Fox is expected to become the CEO and Chair.
Concurrently,
the Company secured a committed $
Subsequent
to year end on March 23, 2026, the board of directors approved the disposal of all three golf club memberships. The Company entered
into two separate agreements to dispose (i) one golf club membership with a carrying amount of $
| F-28 |
Exhibit 10.11
Aureus Greenway Holdings Inc.
2995 Remington Boulevard
Kissimmee, Florida
September 9, 2025
To: Vuk Jeremic
c/o Vuk Jeremic ent Consulting Agency, Ohridska no. 5, Belgrade, Serbia, registration number: 63347949,
TIN: 108286718,
(hereinafter “the Advisory agency”), wholly owned and represented by Vuk Jeremic
Re: Independent Director Offer Letter
Dear Mr. Vuk Jeremić:
Aureus Greenway Holdings Inc., a Nevada corporation (the “Company” or “we”), is pleased to offer you in Mr. Vuk Jeremić’s individual capacity a position as an independent director (“Director”) on its board of directors (the “Board”). We believe Mr. Vuk Jeremić’s background and experience will be a significant asset to the Company and we look forward to Mr. Vuk Jeremić’s participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company as of September 9, 2025 (the “Effective Date”). Mr. Vuk Jeremić’s appointment shall also be subject to the approval of the Company’s Board and/or Nominating and Corporate Governance Committee. Your agreement of the following shall memorialize your status as a Director of the Company as of the Effective Date.
1. Term. This Agreement is effective on September 9, 2025 (the “Effective Date”). Mr. Vuk Jeremić’s term as a Director shall continue subject to the provisions in Section 9 below or until Mr. Vuk Jeremić’s successor is duly elected and qualified. The position shall be up for re-appointment every year by the Board and upon reappointment, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services. Mr. Vuk Jeremić shall render customary services as a Director, and the Chair of Nominating and Corporate Governance Committee, a member of Compensation Committee and a member of Audit Committee (hereinafter, Mr. Vuk Jeremić’s “Duties”). Mr. Vuk Jeremić acknowledges that his service as a Director is personal and non-delegable, and that while payments may be directed to the Advisory agency for all duties and responsibilities under this Agreement are to be performed by Mr. Vuk Jeremić individually as the Director. During the term of this Agreement, Mr. Vuk Jeremić may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. Mr. Vuk Jeremić shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services for Others. Mr. Vuk Jeremić shall be free to represent or perform services for other persons during the term of this Agreement. Notwithstanding the foregoing, Mr. Vuk Jeremić represents that to the best of his knowledge that he qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2) and related United States Securities and Exchange Commission rules, and that as of the date of this Agreement neither Mr. Vuk Jeremić nor the Advisory agency has any other business relationships with the Company that could impair such independence. Mr. Vuk Jeremić and the Advisory agency agree to promptly notify the Company of any changes in Mr. Vuk Jeremić or the Advisory agency’s circumstances that may affect Mr. Vuk Jeremić or the Advisory agency’s independence.
4. Compensation. As compensation for services to the Company, the Advisory agency will receive
upon execution of this Agreement:
i. compensation of $75,000 for each calendar year of service under this Agreement on a pro-rated basis, payable on a monthly basis, to the bank account of the Advisory agency and according to the instructions Mr. Vuk Jeremić shall provide the Company, provided that such payments are treated as compensation for Mr. Vuk Jeremić’s personal services as Director.
ii. As of the Effective Date, the Advisory agency shall be reimbursed for reasonable expenses incurred by Mr. Vuk Jeremić in connection with the performance of Mr. Vuk Jeremić’s Duties (including travel expenses for in-person meetings).
iii. An equity grant as of the Effective Date (the “Date of Grant”):
| a) | A non-statutory option to purchase 50,000 shares of common stock of the Company (the “Stock Option”) pursuant to the Company’s prospective 2026 equity incentive plan (the “Plan”) which shall have an exercise price of $3.00 per share (the “Exercise Price”) and a term of ten (10) years from the Date of Grant. | |
| b) | Such Stock Option shall vest and be exercisable as to (i) forty percent (40%) of the shares subject to the Stock Option on July 9th, 2026 (“First Vesting Date”) and (ii) the remaining sixty percent (60%) of the shares subject to the Stock Option at a rate of 1/24th of each monthly anniversary of First Vesting Date such that the Stock Option shall be fully vested and exercisable on the second anniversary of the First Vesting Date. Upon issuance under the Plan, the Exercise Price shall be payable (i) in cash, cash equivalent and/or vested shares of common stock of the Company valued at the closing price on such national exchange at the time the Stock Option is exercised; provided, however, that such Ordinary Shares are not subject to any pledge or other security interest, (ii) by another method approved and administered by the compensation committee of the Board in accordance with applicable law, including without limitation that such Stock Option can be exercisable by means of a broker-assisted “cashless exercise” to sell the shares of common stock underlying such Stock Options otherwise deliverable upon the exercise of the Stock Options and to delivered in a timely manner to the Company an amount equal to the Exercise Price. | |
| c) | Such Stock Option shall be subject to the terms and conditions of the Plan and the stock option agreement between the Company and Director and the Company agrees that the final Plan and agreement will include terms that are not inconsistent with and no less favorable to the Director than those terms described herein this subsection 4(iii). |
5. D&O Insurance Policy. During the term of this Agreement and for so long as the Director may be subject to any liability by reason of serving as a Director of the Company, the Company shall maintain directors and officers liability insurance (including “Side A” coverage) in an amount and on terms no less favorable than those provided to any other director or officer of the Company. The Company shall ensure that Mr. Vuk Jeremić is named as an insured under such policy and such insurance coverage shall not be terminated or reduced in scope without prior written notice to Mr. Vuk Jeremić or the Advisory agency.
6. No Assignment. Because of the personal nature of the services to be rendered by Mr. Vuk Jeremić, this Agreement may not be assigned by the Advisory agency without the prior written consent of the Company.
7. Confidential Information; Non-Disclosure. In consideration of Mr. Vuk Jeremić’s access to certain Confidential Information (as defined below) of the Company, in connection with Mr. Vuk Jeremić’s business relationship with the Company, Mr. Vuk Jeremić hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon Mr. Vuk Jeremić’s termination or Resignation (as defined in Section 9 herein).
d. Confidentiality. You agree that Mr. Vuk Jeremić will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of Mr. Vuk Jeremić’s business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of Mr. Vuk Jeremić’s business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to Mr. Vuk Jeremić’s legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You agree that the Company shall own all right, title and interest (including
patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of Mr. Vuk Jeremić’s Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation. During the term of Mr. Vuk Jeremić’s appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to Mr. Vuk Jeremić’s appointment.
9. Termination and Resignation. Mr. Vuk Jeremić’s services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate Mr. Vuk Jeremić’s services as a Director for any or no reason by delivering Mr. Vuk Jeremić’s written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, Mr. Vuk Jeremić’s right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with Mr. Vuk Jeremić’s performance of Mr. Vuk Jeremić’s Duties as of the effective date of such termination or Resignation.
10. Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, Mr. Vuk Jeremić’s performance of Mr. Vuk Jeremić’s Duties, other than any such Losses incurred as a result of Mr. Vuk Jeremić’s gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on Mr. Vuk Jeremić’s behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
14. Amendment of Terms. The terms and conditions set forth in this Agreement may be amended, modified, or renegotiated at any time by the mutual written agreement of the Company and the Director. Any such amendment must be in writing and signed by both parties to be effective. No oral modifications shall be valid.
The Agreement has been executed and delivered by the undersigned and is made effective as of the date set
first set forth above.
| Sincerely, | ||
| Aureus Greenway Holdings Inc. | ||
| By: | /s/ ChiPing Cheung | |
| ChiPing Cheung | ||
| Chief Executive Officer, President and Director | ||
| AGREED AND ACCEPTED: | ||
| /s/ Vuk Jeremić | ||
| Name: | Vuk Jeremić | |
Exhibit 10.12
Amended Director Offer Letter
This amendment No. 1 (the “Amendment”) to the independent director offer effective as of September 9, 2025 (the “Initial Agreement”), is made on the 29th day of January 2026 and effective as of September 9, 2025, and is entered into by and between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and Vuk Jeremic c/o Vuk Jeremic ent Consulting Agency, Ohridska no. 5, Belgrade, 11080 Serbia, (the “Director”). The Company and the Director shall hereinafter collectively be referred to as the “Parties” and, where the context permits, each as a “Party”.
Recitals
WHEREAS, the Parties wish to amend the Initial Agreement as set forth in this Amendment; and
WHEREAS, except as specifically amended or modified herein, all other terms and provisions of the Initial Agreement shall remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the Parties hereto agree as follows:
| 1. | Section 4 of the Initial Agreement is deleted in its entirety and hereby replaced by the following: |
“4. Compensation. As compensation for services to the Company, you will receive upon execution of this Agreement:
| i. | Grant: The Company agrees to grant and issue to you 50,000 shares of Common Stock of the Company (the “Restricted Stock”) as of the Effective Date (the “Date of Grant”) as direct compensation for your services as Director of the Company. |
| a) | This grant is made as a contractual obligation of the Company, independent of and not pursuant to any equity compensation plan. The Restricted Stock shall be issued in your name subject to the transfer restrictions and vesting schedule set forth herein. |
| ii. | Vesting Schedule and Release of Transfer Restrictions. |
| a) | The Restricted Stock shall vest 100% as of the Date of Grant (the “First Vesting Date”). All Restricted Stock shall be fully vested and free from transfer restrictions imposed by this Agreement on the Date of Grant. |
| b) | Notwithstanding the vesting schedule in Section 4.ii(a), the actual issuance and registration of the Restricted Stock in your name shall be conditioned on your continued service to the Company and your compliance with this Agreement. The Company’s obligation to issue the vested Restricted Stock is conditioned as follows: |
| (i) | Termination for Reasons Other Than Removal or Cause. In the event that your service as Director terminates for any reason other than removal by the Board or termination for cause, the Company shall issue to you the full 50,000 shares of Restricted Stock. |
| (ii) | Termination by Removal or for Cause. In the event that you are removed from your position by the Board for any reason or your appointment is terminated for cause, all shares of Restricted Stock shall be forfeited immediately without payment or consideration, and the Company shall have no obligation to issue any shares to you. |
| (iii) | Voluntary Resignation. In the event that you voluntarily resign from your position as Director, the Company shall issue to you the full 50,000 shares of Restricted Stock that have vested as of your date of resignation. |
| - 1 - |
| c) | Share Certificates and Registration. Upon the satisfaction of all conditions and issuance of the Restricted Stock, the shares representing the Restricted Stock will be registered in your name in book-entry format by the Company’s transfer agent. The shares shall bear a restrictive legend substantially as follows: ‘The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered for sale, sold, pledged or hypothecated in the absence of an effective registration statement as to these shares under the Act or an opinion of counsel satisfactory to the Company that such registration is not required.’ You acknowledge that the shares will be subject to applicable restrictions on transfer under the federal securities laws, including Rule 144 of the Securities Act, which may limit your ability to sell or otherwise transfer such shares without compliance with applicable holding period requirements and volume limitations. |
| d) | Encumbrances Following Vesting. Once the Restricted Stock has been issued to you per the terms of this Section 4, such shares shall be free and clear of any transfer restrictions pursuant to this agreement (other than those imposed by applicable securities laws or Company insider trading policies) and may be freely pledged, assigned or otherwise encumbered by you.” |
| 2. | Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Initial Agreement. |
| 3. | Except as herein above amended, the terms and provisions of the Initial Agreement shall remain in full force and effect. |
| 4. | This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes. |
| 5. | This Amendment shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of the parties hereto. |
| 6. | This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York. |
[Signature Page Follows]
| - 2 - |
SIGNED by for and on behalf of Aureus Greenway Holdings Inc |
By: |
/s/ ChiPing Cheung |
| Name: | ChiPing Cheung | |
| Title: | Chief Executive Officer | |
| Address: 2995 Remington Blvd, Kissimmee, FL 34744 | ||
SIGNED by VUK JEREMIĊ |
By: |
/s/ Vuk Jeremić |
| Name: | Vuk Jeremić | |
| Title: | Independent Director | |
| Address: Ohridska no. 5, Belgrade 11080, Serbia | ||
| - 3 - |
Exhibit 10.13
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made on the 29th day of January, 2026
BETWEEN:
| (1) | AUREUS GREENWAY HOLDINGS INC., a company incorporated in the State of Nevada with its address at 2995 Remington Boulevard, Kissimmee, Florida 34744 (hereinafter called the “Company”); and |
| (2) | Matthew John Saker of (hereinafter called the “Employee”). |
(The Company and the Employee shall hereinafter collectively be referred to as the “Parties” and, where the context permits, individually as the “Party”.)
WHEREAS:
The Company wishes to engage the Employee and the Employee is willing to be engaged as an interim full time employee of the Company subject to the terms and conditions of this Agreement, and the Employee agrees that by entering into this Agreement, the Employee has effectively resigned from any current role with the Company other than that contemplate herein.
NOW THE PARTIES HEREBY AGREE as follows:-
| 1. | INTERPRETATION |
| 1.01 | In this Agreement, Unless the context requires otherwise: |
“Board” means the board of directors of the Company from time to time;
“Confidential Information” means all information, know-how and records (in whatever form held) that is confidential or not generally known in any way in connection with the business of the Group including (without prejudice to the generality of the foregoing) all formulas, designs, specifications, ingredients, data, manuals and instructions and all customer and supplier lists, sales information, business plans and forecasts and all technical or other expertise and all computer software and all accounting and tax records, correspondences, orders and enquiries;
“Group” means the Company and its subsidiaries from time to time and “member of the Group” shall be construed accordingly;
“month” means calendar month; and
“year” means calendar year.
| 1.02 | The headings are inserted for convenience only and shall not affect the construction of this Agreement. |
| 1.03 | Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender. |
| -1- |
| 2. | APPOINTMENT |
The Company hereby engages the Employee as and the Employee hereby agrees to assume the position of Interim Chief Executive Officer of the Company upon and subject to the terms and conditions of this Agreement. The Employee’s appointment hereunder shall be effective as of January 30, 2026 (the “Effective Date”).
| 3. | DUTIES |
The Employee shall, during the continuance of this Agreement:-
| (a) | be responsible for planning and execution of the Group’s strategies, managing of overall operations of and setting the Group’s strategic decision; | |
| (b) | devote the whole of his time, attention and skills, both during normal business hours and at such other times as may be necessary for the proper and efficient conduct of the Employee’s duties hereunder (subject to appropriate holidays and vacation time as herein provided), exclusively to the performance of his duties hereunder; | |
| (c) | act at all times in the best interests of the Group; | |
| (d) | carry out his duties under this Agreement faithfully, diligently and in a professional manner; and | |
| (e) | carry out all such other duties and responsibilities as the Board shall reasonably determine and designate from time to time. |
| 4. | REMUNERATION |
| 4.01 | As compensation for services to the Company, you will receive upon execution of this Agreement: |
| i. | Grant: The Company agrees to grant and issue to you 150,000 shares of Common Stock of the Company (the “Restricted Stock”) as of the Effective Date (the “Date of Grant”) as direct compensation for your services as Interim Chief Executive Officer. |
| a) | This grant is made as a contractual obligation of the Company, independent of and not pursuant to any equity compensation plan. The Restricted Stock shall be issued in your name subject to the transfer restrictions and vesting schedule set forth herein. |
| ii. | Vesting Schedule and Release of Transfer Restrictions. |
| a) | The Restricted Stock shall vest 100% as of the Date of Grant (the “First Vesting Date”). All Restricted Stock shall be fully vested and free from transfer restrictions imposed by this Agreement on the Date of Grant. |
| b) | Notwithstanding the vesting schedule in Section 4.ii(a), the actual issuance and registration of the Restricted Stock in your name shall be conditioned on your continued service to the Company and your compliance with this Agreement. The Company’s obligation to issue the vested Restricted Stock is conditioned as follows: |
| (i) | Termination for Reasons Other Than Removal or Cause. In the event that your service as Interim Chief Executive Officer terminates for any reason other than removal by the Board or termination for cause, the Company shall issue to you the full 150,000 shares of Restricted Stock. |
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| (ii) | Termination by Removal or for Cause. In the event that you are removed from your position by the Board for any reason or your employment is terminated for cause, all shares of Restricted Stock shall be forfeited immediately without payment or consideration, and the Company shall have no obligation to issue any shares to you. |
| (iii) | Voluntary Resignation. In the event that you voluntarily resign from your position as Interim Chief Executive Officer, the Company shall issue to you the full 150,000 shares of Restricted Stock that have vested as of your date of resignation. |
| c) | Share Certificates and Registration. Upon the satisfaction of all conditions and issuance of the Restricted Stock, the shares representing the Restricted Stock will be registered in your name in book-entry format by the Company’s transfer agent. The shares shall bear a restrictive legend substantially as follows: ‘The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered for sale, sold, pledged or hypothecated in the absence of an effective registration statement as to these shares under the Act or an opinion of counsel satisfactory to the Company that such registration is not required.’ You acknowledge that the shares will be subject to applicable restrictions on transfer under the federal securities laws, including Rule 144 of the Securities Act, which may limit your ability to sell or otherwise transfer such shares without compliance with applicable holding period requirements and volume limitations. |
| d) | Encumbrances Following Vesting. Once the Restricted Stock has been issued to you per the terms of this Section 4, such shares shall be free and clear of any transfer restrictions pursuant to this agreement (other than those imposed by applicable securities laws or Company insider trading policies) and may be freely pledged, assigned or otherwise encumbered by you. |
| 4.02 | The Employee shall be reimbursed by the Company for all reasonable travelling, entertainment and other out-of pocket expenses that have been properly incurred by the Employee in the performance of his duties hereunder provided that any such claim for reimbursement made by the Employee shall be supported by the relevant receipts and/or any other documentary evidence as the Company may reasonably require. |
| 5. | HOLIDAY, ANNUAL LEAVE AND OTHER BENEFITS |
| 5.01 | The Employee shall be entitled to 18 days’ paid annual leave in each year of the Employee’s engagement hereunder on completion of 12 consecutive months’ service to be taken at such time or times as the Board shall consider most convenient having regard to the requirements of the business of the Group. Leave cannot be accumulated from one year to the next year. No payment will be made in lieu of any untaken leave. |
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| 6. | TERMINATION |
| 6.01 | One-month notice of termination in writing or salary in lieu of notice may be given at any time by either Party. |
| 6.02 | Termination for whatever reason shall not relieve the Parties of their respective obligations arising or accrued prior to termination or of obligations which expressly or by necessary implication continue after termination. |
| 6.03 | The Employee hereby undertakes to the Company that upon termination of this Agreement for whatever reason or at any time thereafter, the Employee shall at the request of the Company resign as a director on the board of any member of the Group (if any) and from any other offices for the time being held by the Employee in any member of the Group (if any) without any claim for compensation for loss of such office(s) except as provided by this Agreement. |
| 6.04 | If at any time during the term of his employment hereunder the Employee: |
| (a) | is guilty of or commits any serious misconduct which in the absolute opinion of the Board is in any way detrimental to the interests of any member of the Group; | |
| (b) | is in material breach of any of the terms of this Agreement; | |
| (c) | commits any act of bankruptcy or becomes insolvent or makes any arrangements or composition with his creditors generally; | |
| (d) | is convicted of any criminal offence involving his integrity or honesty; or | |
| (e) | embezzles or misappropriates the funds of any member of the Group; |
the Company may terminate this Agreement forthwith without any notice or payment in lieu of notice and upon such termination the Employee shall not be entitled to any bonus or any payment whatsoever for or in respect of the then current year of service or to claim any compensation or damages for or in respect of or by reason of such determination.
| 6.05 | The Company may terminate the Employee’s employment if the Employee’s mental or physical condition, including alcohol and / or substance abuse, renders the Employee incapable of performing his duties under this Agreement in a manner reasonably satisfactory to the Company’s board of directors for a period of more than ninety (90) days; however, the Company shall continue to employ the Employee, without pay or other remuneration, if such employment is necessary for the continuance of the Employee’s disability benefits. |
| 6.06 | The Parties hereby acknowledge and agree that upon termination of this Agreement, Clauses 7, 8 and 9 shall survive and shall continue to be legally binding on the Parties. |
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| 7. | CONFIDENTIAL INFORMATION |
| 7.01 | The Employee shall not at any time during the term of his appointment hereunder or after the termination of this Agreement without limit in point of time:- |
| (i) | use, take away, conceal or destroy any Confidential Information for his own purpose or for any purpose other than that of the Group; | |
| (ii) | divulge or communicate to any person any Confidential Information except to those of the employees or officials of the Group whose province is to know the same; or | |
| (iii) | through any failure to exercise all due care skill and attention cause any unauthorised disclosure of any Confidential Information, including without limitation Confidential Information:- |
| (a) | relating to the dealings, organisation, business, finance, transactions or any other affairs of the Group or its clients or customers; | |
| (b) | in respect of which any such company is bound by an obligation of confidence to any third party; or | |
| (c) | relating to the working of any process or invention which is carried on or used by any company in the Group or which he may discover or make during the appointment hereunder; |
but so that these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Director) become available to the public generally or otherwise required by law or any applicable regulations to be disclosed.
| 7.02 | All notes, memoranda, records and writings made by the Employee in relation to the business of the Group or concerning any of his dealings or affairs or the dealings or affairs of any clients or customers or investments of the Group shall be and remain the property of the Group and shall be handed over by him to the Company (or to such other company in the Group as the Company may direct) from time to time on demand and in any event upon his leaving the service of the Company and the Employee shall not retain any copy thereof. |
| 8. | FORMER SERVICE AGREEMENTS; CANCELLATION OF PRIOR DIRECTOR APPOINTMENT AND EQUITY AWARDS |
| 8.01 | This Agreement shall be in substitution for and supersede any previous employment contracts, service agreements, arrangements or undertakings entered into between any company in the Group and the Employee and for any terms of employment previously in force between any such company and the Employee. |
| 8.02 | The Employee acknowledges and agrees that effective as of the Effective Date of this Agreement, all prior equity awards, grants, or rights granted or issued to the Employee by the Company are hereby immediately and completely cancelled, forfeited, and terminated without any compensation, consideration, or payment of any kind. Such cancelled equity awards shall include, without limitation: |
| (a) | All outstanding stock options granted to the Employee as compensation for his prior service as an independent director, including any stock options previously granted under the Company’s 2026 Equity Incentive Plan or any other equity plan, whether vested or unvested, exercisable or not yet exercisable; |
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| (b) | All unvested restricted stock units, restricted stock awards, or other equity awards previously granted to the Employee; | |
| (c) | All rights, whether vested or unvested, to purchase, acquire, or receive any shares of Common Stock of the Company under any prior grant, agreement, or arrangement; and | |
| (d) | All accumulated but unpaid dividends, dividend equivalents, or other rights attached to or arising from any cancelled equity awards. |
| 8.03 | The Employee hereby acknowledges that he has no claim of any kind against any company in the Group and without prejudice to the generality of the foregoing. He further acknowledges that he has no claim for damages against any company in the Group for the termination of any previous employment contracts, service agreements, arrangements or undertakings for the sole purpose of entering into this Agreement. |
| 8.04 | The terms hereof may not be modified, altered, varied or added to except by agreement in writing signed by the Parties hereto. None of the rights or duties of the Employee under this Agreement may be assigned, transferred or sub-contracted. |
| 8.05 | This Agreement embodies all of the terms and provisions of and relating to the appointment of the Employee by the Company. |
| 9. | GENERAL PROVISIONS |
| 9.01 | Any notice, demand or other communication from the Company to the Employee:- |
| (a) | may be sent by facsimile or other written form of electronic communication to the last known address of the Employee as the case may be; | |
| (b) | if sent by facsimile or other form of electronic communication, shall be treated as served at the time of sending. |
Any notice by the Employee to the Company may only be sent by personal delivery or post addressed to the Company and will only be effective when received.
| 9.02 | Any accommodation or indulgence or failure to enforce a right shall not be construed as a waiver of the right of any Party exercisable under this Agreement unless a waiver shall be specifically stated in writing signed by the Party to be charged. |
| 9.03 | No amendments or changes shall be made to this Agreement unless agreed to in writing between the Parties. |
| 9.04 | The formation, validity, performance and interpretation of this Agreement and of each Clause and part hereof shall be governed by the laws of the State of New York, USA and the Parties agree to submit to the non-exclusive jurisdiction of the courts of the State of New York, USA. |
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| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| AUREUS GREENWAY HOLDINGS INC. | ) | /s/ Lui Wai Sing |
| ) | Signatures | |
| By: | Lui Wai Sing | |
| Chief Financial Officer |
| SIGNED by | ) | |
| MATTHEW SAKER | ) | |
| ) | /s/ Matthew Saker | |
| ) | Signature |
| -7- |
Exhibit 10.14
Aureus Greenway Holdings Inc.
2995 Remington Boulevard
Kissimmee, Florida
January 29, 2026
Re: Independent Director Offer Letter
Dear Mr. Christopher Schraft:
Aureus Greenway Holdings Inc., a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director on its board of directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board and/or Nominating and Corporate Governance Committee.
1. Term. This Agreement is effective on January 30, 2026 (the “Effective Date”). Your term as a Director shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year by the Board and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services. You shall render customary services as a Director, and the Chair of Compensation Committee, a member of Nominating and Corporate Governance Committee and a member of Audit Committee (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation. As compensation for services to the Company, you will receive upon execution of this Agreement:
| i. | Grant: The Company agrees to grant and issue to you 50,000 shares of Common Stock of the Company (the “Restricted Stock”) as of the Effective Date (the “Date of Grant”) as direct compensation for your services as Director of the Company. |
| a) | This grant is made as a contractual obligation of the Company, independent of and not pursuant to any equity compensation plan. The Restricted Stock shall be issued in your name subject to the transfer restrictions and vesting schedule set forth herein. |
| ii. | Vesting Schedule and Release of Transfer Restrictions. |
| a) | The Restricted Stock shall vest 100% as of the Date of Grant (the “First Vesting Date”). All Restricted Stock shall be fully vested and free from transfer restrictions imposed by this Agreement on the Date of Grant. |
| b) | Notwithstanding the vesting schedule in Section 4.ii(a), the actual issuance and registration of the Restricted Stock in your name shall be conditioned on your continued service to the Company and your compliance with this Agreement. The Company’s obligation to issue the vested Restricted Stock is conditioned as follows: |
| a. | Termination for Reasons Other Than Removal or Cause. In the event that your service as Director terminates for any reason other than removal by the Board or termination for cause, the Company shall issue to you the full 50,000 shares of Restricted Stock. |
| b. | Termination by Removal or for Cause. In the event that you are removed from your position by the Board for any reason or your appointment is terminated for cause, all shares of Restricted Stock shall be forfeited immediately without payment or consideration, and the Company shall have no obligation to issue any shares to you. |
| c. | Voluntary Resignation. In the event that you voluntarily resign from your position as Director, the Company shall issue to you the full 50,000 shares of Restricted Stock that have vested as of your date of resignation. |
| c) | Share Certificates and Registration. Upon the satisfaction of all conditions and issuance of the Restricted Stock, the shares representing the Restricted Stock will be registered in your name in book-entry format by the Company’s transfer agent. The shares shall bear a restrictive legend substantially as follows: ‘The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered for sale, sold, pledged or hypothecated in the absence of an effective registration statement as to these shares under the Act or an opinion of counsel satisfactory to the Company that such registration is not required.’ You acknowledge that the shares will be subject to applicable restrictions on transfer under the federal securities laws, including Rule 144 of the Securities Act, which may limit your ability to sell or otherwise transfer such shares without compliance with applicable holding period requirements and volume limitations. |
| d) | Encumbrances Following Vesting. Once the Restricted Stock has been issued to you per the terms of this Section 4, such shares shall be free and clear of any transfer restrictions pursuant to this agreement (other than those imposed by applicable securities laws or Company insider trading policies) and may be freely pledged, assigned or otherwise encumbered by you. |
5. D&O Insurance Policy. During the term under this Agreement, the Company shall use its commercially reasonable effort to include you as an insured under its officers and directors insurance policy with a Side A coverage.
6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
7. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
8. Non-Solicitation. During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment.
9. Termination and Resignation. Your services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.
10. Governing Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.
13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
14. Amendment of Terms. The terms and conditions set forth in this Agreement may be amended, modified, or renegotiated at any time by the mutual written agreement of the Company and the Director. Any such amendment must be in writing and signed by both parties to be effective. No oral modifications shall be valid.
The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | ||
| Aureus Greenway Holdings Inc. | ||
| By: | /s/ ChiPing Cheung | |
| ChiPing Cheung | ||
| Chief Executive Officer, President and Director | ||
| AGREED AND ACCEPTED: | ||
| /s/ Christopher Schraft | ||
| Name: | Christopher Schraft | |
Exhibit 10.15
Amended Director Offer Letter
This amendment No. 2 (the “Amendment”) to the independent director offer effective as of April 26, 2024 and amended on December 19, 2025 (the “Amended Agreement”), is made on the 29th day of January 2026 and effective as of April 26, 2024, and is entered into by and between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and Xinyue Jasmine Geffner of 2004, Block C, Dragon Court, 6 Dragon Terrace (the “Director”). The Company and the Director shall hereinafter collectively be referred to as the “Parties” and, where the context permits, each as a “Party”.
Recitals
WHEREAS, the Parties wish to amend the Amended Agreement as set forth in this Amendment; and
WHEREAS, except as specifically amended or modified herein, all other terms and provisions of the Amended Agreement shall remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the Parties hereto agree as follows:
| 1. | Section 4 of the Amended Agreement is deleted in its entirety and hereby replaced by the following: |
“4. Compensation. As compensation for services to the Company, you will receive upon execution of this Agreement:
| i. | Grant: The Company agrees to grant and issue to you 50,000 shares of Common Stock of the Company (the “Restricted Stock”) as of the Effective Date (the “Date of Grant”) as direct compensation for your services as Director of the Company. |
| a) | This grant is made as a contractual obligation of the Company, independent of and not pursuant to any equity compensation plan. The Restricted Stock shall be issued in your name subject to the transfer restrictions and vesting schedule set forth herein. |
| ii. | Vesting Schedule and Release of Transfer Restrictions. |
| a) | The Restricted Stock shall vest 100% as of the Date of Grant (the “First Vesting Date”). All Restricted Stock shall be fully vested and free from transfer restrictions imposed by this Agreement on the Date of Grant. |
| b) | Notwithstanding the vesting schedule in Section 4.ii(a), the actual issuance and registration of the Restricted Stock in your name shall be conditioned on your continued service to the Company and your compliance with this Agreement. The Company’s obligation to issue the vested Restricted Stock is conditioned as follows: |
| (i) | Termination for Reasons Other Than Removal or Cause. In the event that your service as Director terminates for any reason other than removal by the Board or termination for cause, the Company shall issue to you the full 50,000 shares of Restricted Stock. |
| (ii) | Termination by Removal or for Cause. In the event that you are removed from your position by the Board for any reason or your appointment is terminated for cause, all shares of Restricted Stock shall be forfeited immediately without payment or consideration, and the Company shall have no obligation to issue any shares to you. |
| (iii) | Voluntary Resignation. In the event that you voluntarily resign from your position as Director, the Company shall issue to you the full 50,000 shares of Restricted Stock that have vested as of your date of resignation. |
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| c) | Share Certificates and Registration. Upon the satisfaction of all conditions and issuance of the Restricted Stock, the shares representing the Restricted Stock will be registered in your name in book-entry format by the Company’s transfer agent. The shares shall bear a restrictive legend substantially as follows: ‘The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered for sale, sold, pledged or hypothecated in the absence of an effective registration statement as to these shares under the Act or an opinion of counsel satisfactory to the Company that such registration is not required.’ You acknowledge that the shares will be subject to applicable restrictions on transfer under the federal securities laws, including Rule 144 of the Securities Act, which may limit your ability to sell or otherwise transfer such shares without compliance with applicable holding period requirements and volume limitations. |
| d) | Encumbrances Following Vesting. Once the Restricted Stock has been issued to you per the terms of this Section 4, such shares shall be free and clear of any transfer restrictions pursuant to this agreement (other than those imposed by applicable securities laws or Company insider trading policies) and may be freely pledged, assigned or otherwise encumbered by you.” |
| 2. | Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Agreement. |
| 3. | Except as herein above amended, the terms and provisions of the Amended Agreement shall remain in full force and effect. |
| 4. | This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes. |
| 5. | This Amendment shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of the parties hereto. |
| 6. | This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York. |
[Signature Page Follows]
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|
SIGNED by for and on behalf of Aureus Greenway Holdings Inc |
By: |
/s/ ChiPing Cheung |
| Name: | ChiPing Cheung | |
| Title: | Chief Executive Officer | |
| Address: 2995 Remington Blvd, Kissimmee, FL 34744 | ||
|
SIGNED by XINYUE JASMINE GEFFNER |
By: |
/s/ Xinyue Jasmine Geffner |
| Name: | Xinyue Jasmine Geffner | |
| Title: | Independent Director | |
| Address: 2004, Block C, Dragon Court, 6 Dragon Terrace, Tin Hau, Hong Kong. | ||
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Exhibit 10.21
DATED 17 MARCH 2025
AUREUS GREENWAY HOLDINGS INC.
and
CROSS BORDER CAPITAL LIMITED
STRATEGIC SERVICES AGREEMENT
”
THIS AGREEMENT is made on the 17th day of March 2025
BETWEEN:
AUREUS GREENWAY HOLDINGS INC., a company incorporated in the State of Delaware USA with its registered address at 2995 Remington Blvd., Kissimmee, FL 34744 (“AGH”); and
CROSS BORDER CAPITAL LIMITED whose registered office is Unit 03, 22/f, Easey Commercial Building, 253-261 Hennessy Road, Wan Chai, Hong Kong (“CBCL”).
AGH and CBCL are in some places referred to as a “Party” or when together “Parties”.
WHEREAS AGH wishes CBCL to provide certain services, as outlined in Schedule 1, in connection with advancing the business objectives of AGH in China, Japan, South Korea, Taiwan, Singapore and other prospective geographies (“Asia”); and
WHEREAS CBCL wishes to assist AGH in accelerating AGH to scale and expand its existing business model and pursue additional strategic relationships in the Asia market and other prospective geographies.
IT IS HEREBY AGREED as follows:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement, unless the context requires otherwise: |
“Services” means the services set out in Schedule I or any other services which the Parties may agree from time to time.
References herein to Clauses and Schedules are to Clauses and Schedules in this Agreement unless the context requires otherwise.
| 1.2 | The headings are inserted for convenience only and shall not affect the construction of this Agreement. |
| 1.3 | Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender. |
| 1.4 | Territory: This shall mean the countries of Asia as listed above. |
| 2. | APPOINTMENT |
| 2.1 | AGH hereby confirms the engagement of CBCL and CBCL hereby confirms its agreement to provide to AGH the Services upon and subject to the terms set out in this Agreement. |
| 2.2 | The engagement of CBCL to provide the Services shall commence March 15, 2025, and services will be provided as outlined in Schedule 1, for a Thirty-six (36) month period, with payment terms as outlined in ‘Fees and Expenses’. |
| 3. | CBCL’S UNDERTAKINGS |
CBCL warrants and undertakes to AGH that:
| (a) | CBCL will have the necessary skill and expertise to provide the Services on the terms set out in Schedule 1 herein; |
| (b) | the Services will be provided in a timely and professional manner and in accordance with the time schedules reasonably stipulated by CBCL; |
| (c) | no announcement or publicity concerning this Agreement or the Services or any matter ancillary thereto shall be made by any of the Parties without the prior written consent of the other Party. |
| 4. | AGH’S OBLIGATIONS |
AGH shall provide marketing and business development materials and support to CBCL regarding the details of CBCL’s business model necessary for development and marketing of the CBCL’s business objectives in the Territory.
| 5. | FEES AND EXPENSES |
In consideration of the provision of the Services, AGH shall pay CBCL a fee of Four Hundred Fifty Thousand United States Dollars ($450,000 USD) (“Fee”) in two installments: a) the first installment of$350,000 upon the signing of this Agreement. b) the second installment of $100,000 shall be paid on or before 17 September 2025. All Fees paid under this Agreement shall be non-refundable.
All additional expenses to meet the requested Services outlined, will be of the sole responsibility of CBCL unless otherwise arranged by the Parties in writing.
| 6. | SUCCESS FEES |
If CBCL is involved in negotiating and concluding of any of Services a, b, or c as described in Schedule 1 of the Agreement, a success fee of ten percent (10.0%) of the total contract value paid by, or profits obtained by AGH, shall be paid to CBCL within 10 business days following the closing of such contract.
CBCL provides no warranty or guarantee that any of the Services described in Schedule 1 herein will be completed successfully during the tern of this Agreement.
| 7. | ADVISORY COMMITTEE |
AGH and CBCL will hold a bi-annual virtual meeting during the term of this Agreement to discuss and update on Services as outlined in Schedule 1.
| 8. | CONFIDENTIALITY |
CBCL shall not disclose to a third party any confidential information made available to it by AGH and will use such confidential information only in connection with this Agreement; provided that such confidential information will not include any information : (i) already in CBCL’s possession prior to the date AGH disclosed it to CBCL; (ii) that becomes generally available to the public without violation of this paragraph by CBCL or its representatives; or (iii) that becomes available to AGH on a non-confidential basis from a third party not bound by a confidentiality obligation to SP with respect to such information.
| 9. | MUTUAL REPRESENTATION AND WARRANTIES |
All information made available to AGH and CBCL will, at all times during the period of this Agreement, to the best of CBCL and AGH’s actual knowledge, be complete and correct in all material respects and will not contain any untrue statements of material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. All projections or guidance provided by CBCL will have been prepared in good faith and will be based upon reasonable assumptions derived from the best estimates and facts then available.
| 10. | FORCE MAJEURE |
Neither Party shall be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of the Party so delaying and such Party shall be entitled (subject to giving the other Party full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.
| 11. | LEGAL DISPUTES |
All disputes or controversies that may arise between the Parties in the interpretation or implementation of this Agreement shall be finally settled by sole arbitration in Hong Kong in accordance with the Rules of the ICC International Court of Arbitration (ICC Rules). The arbitration shall be conducted in the English language. The award rendered by arbitrator shall be final and binding upon the Parties.
| 12. | GENERAL PROVISIONS |
| 12.1 | Any notice, demand or other communication between the Parties: |
| (a) | may be sent by personal delivery, post, facsimile or other written form of electronic communication to the last known address; |
| (b) | if sent by post to an address to either Party, shall be treated as served on the second day following dispatch; |
| (c) | if sent by facsimile or other form of electronic communication, shall be treated as served at the time of sending. |
| 12.2 | Any accommodation or indulgence or failure to enforce a right shall not be construed as a waiver of the right of any Party exercisable under this Agreement unless a waiver shall be specifically stated in writing signed by such Party. |
| 12.3 | This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof. No amendments or changes shall be made to this Agreement unless agreed to in writing by both Parties. Each provision of this Agreement shall be construed separately and notwithstanding that the whole or any part of any such provision may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect. |
| 12.4 | Each Party shall bear its own costs and expenses in connection with the preparation, negotiation and execution of this Agreement. |
| 13. | COUNTERPART |
This Agreement may be executed in any number of counterparts, which when taken together shall constitute one and the same instrument and is binding on each and every Party.
[Intentionally Left Blank. Signature Page to Follow]
IN WITNESS WHEREOF the parties hereto have signed this Agreement the day and year first above written.
| /s/ ChiPing Cheung | |
| SIGNED by Cheung C.P. | |
| For and on behalf of AUREUS | |
| GREENWAY HOLDINGS INC. | |
| in the presence of: | |
| /s/ Raymond Kwan | |
| SIGNED by Raymond Kwan | |
| For and on behalf of CROSS BORDER | |
| CAPITAL LIMITED | |
| in the presence of: |
SCHEDULE!
The Services
CBCL shall provide services including, not limited to or inclusive of, the following:
| (a) | Provide AGH with business development leads for the acquisition of golf properties in Asia. |
| (b) | Provide AGH with business development leads for golf property management contracts with potential clients in Asia |
| (c) | Provide AGH with leads for strategic corporate relationships in Asia and potential investment capital into AGH. |
Exhibit 21.1
List of Subsidiaries
| Name of Subsidiary | Jurisdiction of Incorporation or Organization | |
| Pine Ridge Group Limited | British Virgin Islands | |
| Chrome Fields I, Inc. | Delaware | |
| Chrome Fields II, Inc. | Delaware | |
| FSC Clearwater LLC | Florida | |
| FSC Clearwater II LLC | Florida | |
| Aureus Merger Sub Inc. | Delaware |
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, Matthew J. Saker, certify that:
1. I have reviewed this Annual Report on Form 10-K 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: March 31, 2026 | ||
| By: | /s/ Matthew J. Saker | |
| Matthew J. Saker | ||
| Chief Executive Officer, and Director | ||
| (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 Annual Report on Form 10-K of Aureus Greenway Holdings;
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: March 31, 2026 | ||
| 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 Annual Report of Aureus Greenway Holdings Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the 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: March 31, 2026 | ||
| By: | /s/ Matthew J. Saker | |
| Matthew J. Saker | ||
| Chief Executive Officer, and Director | ||
| By: | /s/ Sam Wai Sing Lui | |
| Sam Wai Sing Lui | ||
| Chief Financial Officer |