Powerus Corp S-1/A, filed Sep 20, 2024

Powerus Corp (PUSA)

S-1/A 2024-09-20

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

	Per Share		Total
Initial public offering price ⁽¹⁾	$	4.00	$	15,000,000	⁽⁴⁾
Underwriting discount (7.0%) ⁽²⁾	$	0.28	$	1,050,000
Proceeds to us, before expenses ⁽³⁾	$	3.72	$	11,160,000
Proceeds to the Selling Stockholders, before expenses ⁽³⁾	$	3.72	$	2,790,000

(1)	Assuming the public offering price is $4.00, which is the bottom of the estimated initial public offering price range set forth on the cover page of this prospectus. The table above assumes the underwriter does not exercise its over-allotment option. For more information, see the section entitled “Underwriting—Over-allotment Option” in this prospectus.

(2)	We have agreed to pay the underwriter a fee equal to 7.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” See “Underwriting” for additional disclosure regarding underwriting compensation payable by us.

(3)	The total estimated fees and expenses related to this offering are set forth in the section entitled “Underwriting–- Discounts and Expenses”.

(4)	Includes $12,000,000 gross proceeds from the sale of 3,000,000 shares of common stock offered by our Company and $3,000,000 gross proceeds from the sale of 750,000 shares of our common stock offered by the Selling Stockholders.

	Page

ABOUT THIS PROSPECTUS	ii
CONVENTIONS THAT APPLY TO THIS PROSPECTUS	iii
PROSPECTUS SUMMARY	1
THE OFFERING	8
SUMMARY CONSOLIDATED FINANCIAL DATA	9
RISK FACTORS	9
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	25
USE OF PROCEEDS	26
DIVIDEND POLICY	27
CAPITALIZATION	27
DILUTION	28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
BUSINESS	46
MANAGEMENT	65
EXECUTIVE AND DIRECTORS’ COMPENSATION	70
PRINCIPAL AND SELLING STOCKHOLDERS	72
RELATED PARTY TRANSACTIONS	74
DESCRIPTION OF CAPITAL STOCK	74
SHARES ELIGIBLE FOR FUTURE SALE	76
MATERIAL INCOME TAX CONSIDERATIONS	78
UNDERWRITING	79
LEGAL MATTERS	85
EXPERTS	86
WHERE YOU CAN FIND ADDITIONAL INFORMATION	87
INDEX TO FINANCIAL STATEMENTS	F-1

(1)	Mr. C. P. Cheung has sole voting and dispositive power over the shares held by Chrome Fields Asset Management LLC.
(2)	Mr. S. Cheung has sole voting and dipositive power over the shares held by Ace Champion Investments Limited.
(3)	Mr. Y. C. Cheung and Ms. C. Lee have joint voting and dipositive power over the shares held by Trendy View Assets Management.

	●	Severe weather patterns may adversely affect the ability for our customers play at our golf courses, create damage to our course greens and properties and may adversely affect the value of our golf courses or negatively impact our business and results of operations (see page 10 of this prospectus);

	●	Economic downturns could negatively affect our business, financial condition and results of operations (see page 10 of this prospectus);

	●	We have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to accomplish our business objectives (see page 11 of this prospectus);

	●	Increasing property taxes, Association fees, and insurance costs may negatively affect results of operations (see page 11 of this prospectus);

	●	Our property is subject to a CCR that may unreasonably restrict our ability to operate on and use our property (see page 12 of this prospectus);

	●	We may not be able to attract and retain customers that consistently utilize our golf country clubs and pay green fees, which could harm our business, financial condition and results of operations (see page 12 of this prospectus);

	●	Our property is part of the Association, and we are subject to the rules and regulations the Association, which are subject to change and which may be arbitrary or restrictive, and violations of such rules may subject us to additional fees and penalties and litigation with the Association, which would be costly (see page 12 of this prospectus);

	●	Changes in consumer spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are susceptible to factors beyond our control that may reduce demand for our products and services (see page 12 of this prospectus);

	●	We have significant operations concentrated in a specific geographic state and any disruptions or highly successful competitor in this limited region could harm our results of operations (see pages 12-13 of this prospectus);

	●	Our business operation is subject to seasonality (see page 13 of this prospectus);

	●	Our golf course maintenance is highly dependent on a third-party golf-club consultant which subjects us to risks, including disruptions in our business and increased costs (see page 13 of this prospectus);

	●	Our golf courses and facilities are subject to future renovation projects which may result in in an extended period of continued partial or full business disruption and timing, budgeting and other risks could delay our efforts to renovate our properties all of which could reduce our profits or impair our ability to compete effectively (see page 13-14 of this prospectus);

	●	Negative publicity could reduce sales at some or all of our golf country clubs and adverse litigation against us could materially affect our financial condition and results of operations (see page 14 of this prospectus);

	●	We rely on a small number of suppliers, supplier concentration may expose us to significant financial credit or performance risk (see page 14 of this prospectus);

	●	Increases in our cost of equipment rentals, consultant services, insurance premiums, Association fees, food vendors and taxes could reduce our operating margins and harm our business, financial condition and results of operations (see page 14 of this prospectus);

	●	Timing, budgeting and other risks could delay our efforts to develop, redevelop or renovate the properties that we own, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively (see page 15 of this prospectus);

	●	Our success is dependent on the continued service of our senior management and key employees (see page 15 of this prospectus);

	●	Competition in the industry may have a material adverse effect on our business and results of operations (see page 15 of this prospectus);

	●	Certain market opportunity data and forecasts in the Frost & Sullivan Report, contained in this prospectus were obtained from third-party sources and were not independently verified by us. We believe the estimates of market opportunity data and forecasts of market growth included in this prospectus are reliable, but may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all. (see page 15 of this prospectus);

	●	Navigating workforce challenges is an inherent aspect of our operations, exposing us to potential risks associated with the historical rise in labor costs (see page 15 of this prospectus);

	●	We may seek to expand through acquisitions of, or investments in, other businesses and properties each of which may divert our management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our results of operations (see page 16 of this prospectus);

	●	Accidents or injuries at our golf country clubs or in connection with our operations may subject us to liability, negatively affect our reputation and attendance at our golf country clubs, which could harm our business, financial condition and results of operations (see page 16 of this prospectus);

	●	We may need to defend ourselves against patent or trademark infringement, or other intellectual property claims, which may be time-consuming and cause us to incur substantial costs (see page 17 of this prospectus);

	●	Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, misappropriation of assets and damage to our business relationships, all of which could negatively impact our business and results of operations (see page 17 of this prospectus);

	●	Our insurance coverage may be inadequate for the claims asserted or in relation to the risks associated with our business operations (see page 17 of this prospectus);

	●	Our properties are subject to environmental regulation (see page 17 of this prospectus);

	●	Our current debt obligations may limit our ability to secure additional capital, hinder adaptability to economic and industry changes, which may impede meeting such debt obligations (see page 18 of this prospectus);

	●	We may experience material weaknesses in our internal controls and financial reporting may limit our ability to prevent or detect financial misstatements or omissions. As a result, our financial reports may not be in compliance with U.S. GAAP. Any material weakness, misstatement or omission in our financial statements will negatively affect the market and the price of our stock, which could result in significant loss to our investors (see page 18 of this prospectus);

	●	We will incur substantial costs as a result of being a public company and become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which will require us to incur audit fees and legal fees in connection with preparation of reports. These additional costs could reduce or eliminate our ability to operate profitability (see pages 19-20 of this prospectus);

	●	We are controlled by Ace Champion Investments Limited, Trendy View Assets Management, and Chrome Fields Asset Management LLC, whose interests may be different than the interests of other investors (see page 20 of this prospectus);

	●	We cannot predict the impact our multi-class structure may have on the stock price of our common stock (see page 20 of this prospectus);

	●	Holders of our Series A Preferred Stock will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders of our common stock (see pages 20-21 of this prospectus);

	●	There has been no public market for our common stock prior to this offering, and you may be unable to resell our common stock at or above the price you pay for them, or at all (see page 21 of this prospectus);

	●	The market price of our common stock may be volatile, may not be indicative of prices that will prevail in the trading market, or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price (see page 21 of this prospectus);

	●	The price of the shares of our common stock could be subject to rapid and substantial volatility (see page 22 of this prospectus);

	●	Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution (see page 22 of this prospectus);

	●	We may be unable to maintain the listing of our shares on the Nasdaq Capital Market (see page 22 of this prospectus);

	●	Substantial future sales of our common stock or the anticipation of future sales of our shares of common stock in the public market could cause the price of our shares of common stock to decline (see page 22 of this prospectus);

	●	If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common stock and trading volume could decline (see page 23 of this prospectus);

	●	Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our shares (see page 23 of this prospectus);

	●	We do not intend to pay dividends for the foreseeable future (see page 23 of this prospectus);

	●	We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors (see page 23 of this prospectus);

	●	As a “controlled company” under the Nasdaq Listing Rules, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public stockholders (see page 24 of this prospectus); and

	●	Anti-takeover provisions in our charter documents and Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock (see page 24 of this prospectus).

	●	the ability to include only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure;

	●	the reduced disclosure obligation regarding executive compensation under Item 402 of Regulation S-K; and

	●	an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives, and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

●	are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements;

●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer (“CEO”) pay ratio disclosure; and

●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

	●	the requirement that our director nominees must be selected or recommended to the board for determination, by either a Nominating Committee comprised solely of independent directors or by a majority of the independent directors;

	●	the requirement that we have a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws; and

	●	the requirement that compensation of the chief executive officer must be determined, or recommended to the board for determination, either by a Compensation Committee comprised of independent directors or by a majority of the independent directors on its board of directors and that compensation for all other officers must be determined, or recommended to the board for determination, either by such Compensation Committee or a majority of the independent directors on the company’s board of directors.

Shares of common stock offered:		3,000,000 shares of common stock offered by us and 750,000 shares of common stock offered by the Selling Stockholders.
Assumed Public Offering Price:		We currently estimate that the initial public offering price will be in the range of $4.00 to $6.00 per share.
Capital stock outstanding prior to completion of this offering:		10,880,000 shares of common stock. 10,000,000 shares of Series A Preferred Stock
Capital stock outstanding immediately after this offering:		13,880,000 shares of common stock, assuming no exercise of the underwriter’s over-allotment option. 14,330,000 shares of common stock, assuming full exercise of the underwriter’s over-allotment option. 10,000,000 shares of Series A Preferred Stock
Listing:		We have applied to have our common stock listed on the Nasdaq Capital Market. At this time, Nasdaq has not yet approved our application to list our common stock. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq.
Proposed Nasdaq Capital Market symbol:		“AGH”
Transfer Agent:		VStock Transfer LLC
Underwriter:		Revere Securities, LLC
Over-allotment Option:		We have granted to the underwriter an over-allotment option, exercisable within 45 days from the effective date of the registration statement of which this prospectus forms a part, to purchase up to an aggregate of 450,000 additional shares of our common stock. See “Underwriting” on pages 79 to 84 for more information.
Use of proceeds:		We plan to use the net proceeds we receive from this offering (assuming no exercise of the underwriter’s over-allotment option) (i) approximately $1.4 million, or 15% of the net proceeds we receive from this offering, for renovation and upgrading of our golf courses, clubhouse and facilities; (ii) approximately $0.2 million, or 2.5% of the net proceeds we receive from this offering, for repayment of two loans due to South State Bank and two promissory notes due to the Kissimmee Bay Community Association, Inc.; (iii) approximately $1.0 million, or 11% of the net proceeds we receive from this offering, for marketing, promotion and brand building activities; (iv) approximately $1.3 million in an aggregate, or 13.5% of the net proceeds for repayment of balances with shareholders including (1) two loans 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”) (As of June 30, 2024, we had an outstanding balance under the 2014 Loans with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung for amounts of $617,272, $493,917, and $123,454, respectively.); and (2) a loan made by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung to us in connection with the repayment of a Paycheck Protection Program (the “PPP Loan”) due to the United States Small Business Administration (the “2024 Loan”) (As of the date of this prospectus, the outstanding amount due to Mr. S. Cheung, Mr. C. P. Cheung, and Mr. Y. C. Cheung under the 2024 Loans is an aggregate amount of approximately $500,000, which is interest-free and due to each of the three parties in proportions of 50%, 40% and 10%.) and (v) the balance, or approximately 58% to fund working capital and for other general corporate purposes. We will not receive any proceeds from the sale of common stock by the Selling Stockholders. See “Use of Proceeds” on page 26 for more information.
Lock-up Agreement:		We, each of our directors and executive officers and 5% or greater stockholders, except for the Selling Stockholders with respect to their shares of our common stock sold in this offering, have agreed, subject to certain exceptions, for a period of 180 days after the date of this prospectus, not to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any other securities convertible into or exercisable or exchangeable for shares of our common stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our common stock. See “Shares Eligible for Future Sale” and “Underwriting — Lock-Up Agreements”.

Dividend policy:		We do not intend to pay any dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See “Dividend Policy” on page 27 for more information.

Risk Factors:		Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in our common stock.

	For the years ended December 31,
	2023			2022

Revenue	$	3,554,712		$	3,008,654
Total Operating Costs		3,301,554			2,540,408
Income from Operations		253,158			468,246
Total Other Expense, net		(2,295	)		(27,296	)
Income before income tax		250,863			440,950
Income tax (benefits) expenses		(135,265	)		117,757
Net Income		386,128			323,193
Basic and Diluted Earnings per Share of Common Stock	$	0.04		$	0.03
Basic and Diluted Weighted Average No. of Shares of Common Stock Outstanding		10,880,000			10,880,000

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024		2023

Revenue		648,537			694,621		$	2,202,172	$	2,513,462
Total Operating Costs		743,312			732,219			1,816,837		1,608,898
(Loss) Income from Operations		(94,775	)		(37,598	)		385,335		904,564
Total Other Income (Expenses), net		3,529			(704	)		12,785		(32	)
(Loss) Income before income tax		(91,246	)		(38,302	)		398,120		904,532
Income tax expense (benefits)		(22,145	)		(10,059	)		137,837		(34,012	)
Net (Loss) Income		(69,101	)		(28,243	)		260,283		938,544
Basic and Diluted (Loss) Earnings per Share of Common Stock		(0.006	)		(0.003	)	$	0.024	$	0.086
Basic and Diluted Weighted Average No. of Shares of Common Stock Outstanding		10,880,000			10,880,000			10,880,000		10,880,000

	As of June 30,			As of December 31,
	2024			2023			2022

Cash and cash equivalents	$	799,078		$	646,294		$	693,151
Total current assets (including cash and cash equivalents)		1,428,020			991,386			781,732
Total Assets	$	4,941,638		$	4,749,169		$	4,514,993
Total current liabilities (including bank and other borrowings)		3,162,009			2,664,011			2,676,291
Bank and other borrowings		246,644			785,315			661,715
Total liabilities		3,434,719			3,502,533			3,654,485
Total stockholders’ equity		1,506,919			1,246,636			860,508
Total Liabilities and stockholders’ equity	$	4,941,638		$	4,749,169		$	4,514,993
Working capital deficit	$	(1,733,989	)	$	(1,672,625	)	$	(1,894,559	)

	●	our ability to effectively manage any renovation, maintenance, marketing and other operating costs for our golf country clubs;

	●	economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and golf country club industry and the economy, in general;

	●	our ability to maintain high customer loyalty;

	●	the availability of, and our ability to identify, attractive acquisition opportunities consistent with our strategy;

	●	our ability to compete with other regional golf country clubs;

	●	costs that are beyond our control, litigation with customers, the Association, legal compliance, real estate taxes, Association assessments and insurance;

	●	judicial and regulatory developments affecting the golf clubs industry that may affect or delay our ability to operate in the normal course of business;

	●	reversal of population growth, employment or homeownership trends in central Florida or similar regional markets; and

	●	interest rate levels and volatility, such as the accessibility of short-term and long-term financing on desirable terms.

	●	low consumer confidence;
	●	changes in the desirability of particular locations, residential neighborhoods, office space or travel patterns of customers;
	●	deferrals or renegotiations of group business (e.g., tournaments and golf outings);
	●	natural disaster, such as earthquakes, tornadoes, hurricanes, wildfires and floods;
	●	outbreaks of pandemic or contagious diseases, such as COVID-19;
	●	war, terrorist or threats and heightened travel security measures instituted in response to these events; and
	●	the financial condition of the airline, automotive and other transportation-related industries and its impact on travel.

	●	economic downturns in a particular area;
	●	competition from nearby recreational or entertainment venues;
	●	changing demographics in a particular market or area;
	●	changing lifestyle choices of consumers in a particular market;
	●	weather conditions, technical difficulties, power failures or destruction or damage to the region as a result of a natural disaster, or fire; and
	●	the closing or declining popularity of other businesses and entertainment venues located near our golf country clubs.

	●	construction delays or cost overruns (including labor and materials) that may increase project costs;

	●	obtaining occupancy and other required permits or authorizations;

	●	force majeure events, including hurricanes or floods;

	●	design defects that could increase costs; and

	●	environmental concerns which may create delays or increase costs.

	●	construction delays or cost overruns (including labor and materials) that may increase project costs;
	●	obtaining zoning, occupancy and other required permits or authorizations;
	●	governmental restrictions on the size or kind of development;
	●	force majeure events, including earthquakes, tornadoes, hurricanes or floods;
	●	design defects that could increase costs; and
	●	environmental concerns which may create delays or increase costs.

	●	the potential failure to achieve the expected benefits of the combination or acquisition;

	●	unanticipated costs and liabilities;

	●	difficulties in integrating branding, services and products, businesses, operations and technology infrastructure in an efficient and effective manner;

	●	difficulties in maintaining customer relations;

	●	the potential loss of key employees of the acquired businesses;

	●	the diversion of the attention of our senior management from the operation of our daily business;

	●	the potential adverse effect on our cash position to the extent that we use cash for the purchase price;

	●	the potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition;

	●	the potential issuance of securities that would dilute our stockholders’ percentage ownership;

	●	the potential to incur large and immediate write-offs and restructuring and other related expenses; and

	●	the inability to maintain uniform standards, controls, policies and procedures.

	●	cease marketing, sales, or use of materials that incorporate the asserted trademarks or intellectual property;
	●	pay substantial damages;
	●	obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all;
	●	or redesign one or more aspects or systems of our marketing plans.

	●	Limitation of our financing options: Existing debt obligations may constrain our ability to secure additional debt or equity financing for various purposes, such as working capital, capital expenditures, debt servicing, acquisitions, or general corporate needs.

	●	Allocation of Cash Flows: Certain of our operational cash flows is committed to servicing principal and interest on our debt obligations, thereby limiting funds available for operations, strategic initiatives, capital expenditures, acquisitions, and additional business opportunities.

	●	Challenges in Debt Servicing: The debt service requirements associated with our debt obligations could potentially complicate our ability to meet other of our financial obligations.

	●	Vulnerability to Economic Conditions: We could be more susceptible to downturns in general economic conditions or within our specific business sector than our competitors without similar debt obligations which could hinder crucial capital spending essential for our growth.

	●	we are unable to continue to attract sufficient customers to utilize the facilities of our golf country clubs, considering the price and other terms required for us to attain the level of profitability that will enable us to continue to pursue our growth strategy;
	●	we fail to generate revenue sufficient to fund our operations;
	●	we are forced to significantly adapt our business plan to meet changes in our markets; and
	●	for any reason, we are unable to attract, hire, retain and motivate qualified personnel.

	●	the election of directors;

	●	determinations with respect to our business direction and policies, including the appointment and removal of officers;

	●	determinations with respect to corporate transactions, such as mergers, business combinations, change in control transactions or the acquisition or the disposition of assets;

	●	our financing and dividend policy;

	●	determinations with respect to our tax returns; and

	●	compensation and benefits programs and other human resources policy decisions.

●	actual or anticipated fluctuations in our revenue and other operating results;
●	the financial projections we may provide to the public, and any changes in these projections or our failure to meet these projections;
●	actions of securities analysts who initiate or maintain coverage of us, and changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;
●	announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
●	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
●	lawsuits filed or threatened against us; and
●	other events or factors, such as those resulting from war or incidents of terrorism, or responses to these events.

●	assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

●	market conditions in Florida;

●	our ability to execute our growth strategies, including our ability to meet our goals;

●	increases in the inflation rate;

●	fluctuations in our quarterly operating results due to the seasonal nature of our business;

●	changes in, or the failure or inability to comply with, federal, state and local laws, regulations and ordinances, including those dealing with the environment;

●	current and future economic and political conditions;

●	our capital requirements and our ability to raise any additional financing which we may require;

●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

●	trends and competitive conditions in the golf country club industry; and

●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

●	approximately $1.4 million, or 15% of the net proceeds we receive from this offering, for renovation and upgrading of our golf courses, clubhouse and facilities;

●	approximately $0.2 million, or 2.5% of the net proceeds we receive from this offering, for repayment of two loans due to South State Bank and two promissory notes due to the Kissimmee Bay Community Association, Inc.;

●	approximately $1.0 million, or 11% of the net proceeds we receive from this offering, for marketing, promotion and brand building activities;

●	approximately $1.3 million in an aggregate, or 13.5% of the net proceeds for repayment of balances with shareholders including: - two loans 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”) (As of June 30, 2024, we had an outstanding balance under the 2014 Loans with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung for amounts of $617,272, $493,917, and $123,454, respectively.); and - a loan made by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung to us in connection with the repayment of a Paycheck Protection Program (the “PPP Loan”) due to the United States Small Business Administration (the “2024 Loan”) (As of the date of this prospectus, the outstanding amount due to Mr. S. Cheung, Mr. C. P. Cheung, and Mr. Y. C. Cheung under the 2024 Loans is an aggregate amount of approximately $500,000, which is interest-free and due to each of the three parties in proportions of 50%, 40% and 10%.).

●	the balance, or approximately 58% to fund working capital and for other general corporate purposes.

●	on an actual basis for June 30, 2024; and

●	on a pro forma, as adjusted basis to reflect (i) the issuance and sale of 3,000,000 shares of common stock by us in this offering (excluding any sale of shares pursuant to the underwriter’s over-allotment option) at the assumed initial public offering price of $4.00 per share with gross proceeds of $12,000,000, after deducting the estimated discounts to the underwriter of $840,000, non-accountable expense allowance of $120,000, and the estimated offering expenses borne by us of $1,596,104 (among which $559,373 was paid before June 30, 2024 and recognized as deferred offering cost in the consolidated financial statements as of June 30, 2024), resulting in net proceeds of $9,443,896, leading to a $3,000 increase in common stock and $9,440,896 increase in additional paid-in capital; (ii) the receipt of subscription receivables of $18,160 on an as adjusted basis from original shareholders on the time of listing. There will be an aggregate increase in cash and cash equivalents of $10,021,429.

	As of June 30, 2024
	Actual			Pro Forma As Adjusted

Cash and cash equivalents		799,078			10,820,507

Bank and other borrowings		246,644			246,644

Stockholders’ equity
Preferred stock: 50,000,000 shares authorized; $0.001 par value, 20,000,000 shares of series A preferred stock designated; 10,000,000 shares issued and outstanding as of June 30, 2024 and outstanding per pro forma as adjusted		10,000			10,000
Common stock: 450,000,000 shares authorized; $0.001 par value, 10,880,000 shares issued and outstanding as of June 30, 2024 and 13,880,000 shares issued and outstanding per pro forma as adjusted		10,880			13,880
Additional paid-in capital		2,082,456			11,523,352
Subscription receivables		(18,160	)		-
Accumulated deficit		(578,257	)		(578,257	)
Total Stockholders’ Equity		1,506,919			10,968,975
Total Capitalization	$	1,753,563		$	11,215,619

	Offering without Over-allotment Option		Offering with full Exercise of Over-allotment Option

Assumed initial public offering price per share of common stock	$	4.00	$	4.00
Net tangible book value per share of common stock as of June 30, 2024	$	0.06	$	0.06
Pro forma increase per share of common stock attributable to this offering	$	0.66	$	0.79
Pro forma as adjusted net tangible book value per share immediately after this offering	$	0.72	$	0.85
Dilution per share of common stock to new investors in this offering	$	3.28	$	3.15

	Shares purchased					Total consideration					Average price per share
	Number		Percent			Amount		Percent			$
Existing stockholders		10,880,000		78.39	%		2,093,336		14.85	%		0.19
New investors		3,000,000		21.61	%		12,000,000		85.15	%		4.00
Total		13,880,000		100.00	%		14,093,336		100.00	%		1.02

	●	Renovating and modernizing our golf country clubs to promote more enjoyable use of our facilities;
	●	Retaining new regional customers from the growth of the surrounding greater Orlando Florida region through marketing efforts; and
	●	Expanding our portfolio through regional country club acquisitions.

	●	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.