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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 333-218248

FORGE INNOVATION DEVELOPMENT CORP.

(Exact name of small business issuer as specified in its charter)

nevada

81-4635390

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6280 Mission Blvd Unit 205

Jurupa Valley, CA 92509

(Address of principal executive offices)

(626) 986-4566

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

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

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

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

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

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

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

The number of shares of Common Stock, $0.0001 par value of the registrant outstanding at May 16, 2024, was 50,389,011.

FORGE INNOVATION DEVELOPMENT CORP.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2024

TABLE OF CONTENTS

	PAGE

Part I. FINANCIAL INFORMATION:

Item 1. Condensed Financial Statements:	1

Consolidated Balance Sheets, March 31, 2024 (unaudited) and December 31, 2023	2

Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2024 and 2023	3

Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2024 and 2023	4

Consolidated Statements of Changes in Equity (unaudited) for the Three Months ended March 31, 2024 and 2023	5

Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2. Management’s Discussion and Analysis and Plan of Operation	13

Item 3. Quantitative and Qualitative Disclosures About Market Risk	15

Item 4. Controls and Procedures	15

Part II. OTHER INFORMATION:

Item 1. Legal Proceedings	16

Item 1A. Risk Factors	16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3. Defaults Upon Senior Securities	16

Item 4. Mine Safety Disclosures	16

Item 5. Other Information	16

Item 6. Exhibits	17

SIGNATURES	18

EXHIBIT INDEX	19

PART I

ITEM 1. FINANCIAL STATEMENTS

FORGE INNOVATION DEVELOPMENT CORP.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, March 31, 2024 (unaudited) and December 31, 2023	2

Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2024 and 2023	3

Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2024 and 2023	4

Consolidated Statements of Changes in Equity (unaudited) for the Three Months ended March 31, 2024 and 2023	5

Notes to Condensed Consolidated Financial Statements (Unaudited)	6

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2024 (Unaudited)			December 31, 2023

ASSETS
CURRENT ASSETS
Cash	$	3,909		$	4,892
Rent receivables		123,296			114,036
Deferred share-based compensation		434,958			928,986
Prepaid expense and other current assets		78,195			76,239

Total Current Assets		640,358			1,124,153

NONCURRENT ASSETS
Equipment, net		58,319			63,520
Real estate investments, net		8,113,881			8,118,728
Total Non-Current Assets		8,172,200			8,182,248
TOTAL ASSETS	$	8,812,558		$	9,306,401

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	113,646		$	127,049
Due to related parties		1,002,275			926,815
Unearned revenue		55,781			45,774
Other current liabilities		42,941			40,588
Loan payables		458,979			466,065

Total Current Liabilities		1,673,622			1,606,291

Security deposits		151,893			151,893
Other liabilities		32,941			40,000
Long term portion of Chase auto loan		26,162			28,174
Long term portion of SBA loan		11,467			11,674
Commercial loan		4,278,263			4,149,950
TOTAL LIABILITIES		6,174,348			5,987,982

COMMITMENTS AND CONTINGENCIES		-			-

EQUITY
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding		-			-
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 shares issued and outstanding		5,039			5,039
Additional paid-in capital		4,806,201			4,806,201
Accumulated deficit		(3,070,272	)		(2,485,934	)
Total Forge Stockholders’ Equity		1,740,968			2,325,306
Noncontrolling interests		897,242			993,113
Total Equity		2,638,210			3,318,419
TOTAL LIABILITIES AND EQUITY	$	8,812,558		$	9,306,401

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the three months ended
	March 31, 2024			March 31, 2023

Property management income - related party	$	-		$	45,000
Rental income		136,219			-
Total revenue		136,219			45,000

Operating expenses
Professional expenses		15,000			20,800
Depreciation expense		78,361			6,213
Share-based compensation		494,028			-
Property operating expense		36,148			-
Selling, general and administrative expenses		66,090			36,311

Total operating expenses		689,627			63,324

Other income (expense)
Other income		4,213			2,292
Interest expense		(131,014	)		-
Gain on bargain purchase		-			487,688
Total other (expense) income		(126,801	)		489,980

Net (loss) income before tax		(680,209	)		471,656
Income tax		-			-
Net (loss) income	$	(680,209	)	$	471,656
Net loss attributable to non-controlling interest in a subsidiary		(95,871	)		-
Net (loss) income attributable to common stockholders	$	(584,338	)	$	471,656

(Loss) earnings per common share, basic and diluted	$	(0.01	)	$	0.01

Weighted average number of common shares outstanding, basic and diluted		50,389,011			45,791,085

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the three months ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(680,209	)	$	471,656
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation expense		78,361			6,213
Gain on bargain purchase		-			(487,688	)
Expense paid by a related party on behalf of the Company		13,570			-
Share-based compensation		494,028			-
Change in operating assets and liabilities:
Account receivable		(9,260	)		(4,000	)
Prepaid expense and other current assets		(1,956	)		(2,208	)
Accounts payable and accrued liabilities		16,597			(22	)
Unearned revenue		10,007			(2,292	)
Due to related party		4,500			-
Other current liabilities and other liabilities		(4,706	)		-
Net cash used in operating activities		(79,068	)		(18,341	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from Legend		-			3,192
Net cash provided by investing activities		-			3,192

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of commercial and SBA loans		(9,305	)		(2,012	)
Proceeds from commercial loan		30,000			-
Repayment to a related party		(58,500	)		-
Advance from a related party		115,890			14,370
Net cash provided by financing activities		78,085			12,358

Net decrease in Cash		(983	)		(2,791	)
Cash at beginning of period:		4,892			11,734
Cash at end of period:	$	3,909		$	8,943

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	93,388		$	-
Income taxes paid	$	-		$	-

NONCASH TRANSACTION OF INVESTING ACTIVITIES
Additional loan borrowed for deduction of interest payable	$	30,000		$	-
Additional loan borrowed for tenant improvements	$	68,313		$	-
Shares issued for acquisition of Legend	$	-		$	1,377,000

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests			Total Equity
Balance, January 1, 2024		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Net loss		-		-		-		(584,338	)		(95,871	)		(680,209	)
Balance, March 31, 2024 (unaudited)		50,389,011	$	5,039	$	4,806,201	$	(3,070,272	)		897,242		$	2,638,210

	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests		Total Equity
Balance, January 1, 2023		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-	$	(91,339	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-	$	(91,339	)
Net income		-		-		-		471,656			-		471,656
Net income (loss)		-		-		-		471,656			-		471,656
Acquisition of Legend		1,967,143		197		1,376,803		-			1,323,000		2,700,000
Balance, March 31, 2023 (unaudited)		47,589,011	$	4,759	$	2,846,481	$	(1,093,923	)		1,323,000	$	3,080,317
Balance		47,589,011	$	4,759	$	2,846,481	$	(1,093,923	)		1,323,000	$	3,080,317

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

Forge Innovation Development Corp. and Subsidiary

Notes to the condensed consolidated financial statements

Note 1 - Organization and Description of Business

Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, the “Company”), was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go Enterprises, LLC (the “Company Predecessor”). On November 3, 2016, Forge amended its Articles of Incorporation in the State of Nevada to change the Company Predecessor’s name to Forge Innovation Development Corp. Our current principle executive office is located at 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509. The Company’s main business focuses on real estate development, land purchasing and selling and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”.

On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of March 31, 2024, we have not generated any income from the subsidiary due to our business strategy adjustment.

On March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

A relative of the President of the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

Note 2 - Summary of Significant Accounting Policies

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

Use of Estimates

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

Revenue Recognition

On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services.

Revenue streams that are scoped into ASU 2014-09 include:

Property management services

The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard.

Rental income

The Company’s rental income, which is derived primarily from lease contracts through Legend LP, includes rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the non-cancelable term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. In addition to base rent, the Company’s lease agreements generally require tenants to pay or reimburse the Company for all property operating expenses, which primarily reflect insurance costs and real estate taxes incurred by the Company and subsequently reimbursed by the tenant. However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by the Company. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on several factors including, but not limited to:

● whether the lease stipulates how and on what a tenant improvement allowance may be spent.

● whether the tenant or landlord retains legal title to the improvements at the end of the lease term.

● whether the tenant improvements are unique to the tenant or general-purpose in nature; and

● whether the tenant improvements are expected to have any residual value at the end of the lease.

Pursuant to the lease agreements, the Company receives security deposits which will be refunded or applied as final payments as outlined in the agreements. Such security deposits are recorded as liabilities for the Company on the consolidated balance sheet. As of March 31, 2024 and December 31, 2023, security deposits totaled $151,893.

Real estate investments, net

Land, building, and improvements are stated at cost, less accumulated depreciation and amortization. Major replacements and betterments, capital improvements and tenant improvements activities, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. The Company ceases capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in any event no later than one year from the completion of major construction activity. Depreciation and amortization are provided primarily by the straight-line method over the estimated useful lives of the assets for financial statement purposes and by accelerated methods for income tax purposes. Estimated useful lives for financial statement purposes are as follows:

Schedule of Estimated Useful Lives

Building Computer equipment and software		39 years
Building improvements		10 years
Equipment, furniture and fixtures		5-7 years

Land is not depreciated because land is assumed to have an unlimited useful life. Upon sale or retirement of depreciable assets, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

Business Combination

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration is recorded as gain on bargain purchase included in other income on the consolidated statement of operations.

Non-controlling Interests

Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.

Income Tax Disclosures - In December 2023, the Financial Accounting Standards Board (FASB) released ASU No. 2023-09, titled “Income Taxes (Topic 740): Enhancements to Income Tax Disclosures” (referred to as “ASU 2023-09”). This new standard mandates the disclosure, on an annual basis, of specific categories in the rate reconciliation and the disaggregation of income taxes paid by jurisdiction. ASU 2023-09 becomes effective for annual reporting periods starting after December 15, 2025. The Company anticipates that the adoption of this standard will not significantly impact its financial position, results of operations, or cash flows. In November 2023, the Financial Accounting Standards Board (FASB) released ASU 2023-07, titled “Enhancements to Reportable Segment Disclosures” (“ASU 2023-07”). This standard necessitates companies to provide additional, more comprehensive details regarding significant expenses of a reportable segment, even if there is only one such segment. Its purpose is to enhance disclosures related to a public entity’s reportable segments. ASU 2023-07 will be effective for fiscal years commencing after December 15, 2023, and for interim periods starting after December 15, 2024, with the option for early adoption. We are presently assessing the potential impact of adopting ASU 2023-07 on our consolidated financial statements.

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

Note 3 - Going Concern

The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $3,070,272 as of March 31, 2024. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

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

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

Note 4 – Real Estate Investments, Net

On March 24, 2023, the Company acquired 51% of partnership interest of Legend LP from Legend LLC, for issuance of 1,967,143 common stocks of the Company, with a total fair value of $1,377,000. Legend LP owns 100% of Mission Marketplace – a real estate property: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

Schedule of Real Estate Investments

	March 31, 2024			December 31, 2023
Commercial building	$	7,026,233		$	7,026,233
Tenant improvements		1,074,000			1,074,000
Construction in progress		406,313			338,000
Land		527,000			527,000
Total real estate investments, at cost		9,033,546			8,965,233
Less: accumulated depreciation		(919,665	)		(846,505	)
Total real estate investments, net	$	8,113,881		$	8,118,728

For the three-month ended March 31, 2024 and 2023, the Company recorded depreciation expenses of $73,160 and $nil for real estate investments, respectively.

Note 5 - Concentration of Risk

The Company maintains cash in two accounts within two local commercial banks located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. On March 31, 2024 and December 31, 2023, the cash balances were fully insured.

For the three months ended March 31, 2024, the Company generate revenue of 53% from an unrelated customer. For the three months ended March 31, 2023, the Company generated revenue of 100% from Legend LP which became a subsidiary of the Company after March 27, 2023. As of March 31, 2024, accounts receivable from the largest customer accounted for 70% of the total accounts receivable.

Note 6 - Income Taxes

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

For the three months ended March 31, 2024 and 2023, the Company has incurred a net loss before tax of $680,209 and a net income of $471,656, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of March 31, 2024 and December 31, 2023, deferred tax assets resulted from NOLs of approximately $784,664 and $658,276, respectively, which were fully off-set by valuation allowance reserved.

Note 7 - Related Party Transactions

As of March 31, 2024 and December 31, 2023, the amounts due to related parties consisted of the following:

Party	Nature of relationship	March 31, 2024		December 31, 2023
Patrick Liang (“Patrick”)	Chief Executive Officer	$	364	$	364
Hua Guo	Officer of Legend LP and Patrick’s mother		115,560		53,000
Xiaohui Deng	Member of Legend LP		50,000		50,000
Xingyu Liu	Member of Legend LP		100,000		100,000
Glory Investment International Inc. (“Glory”)	Entity controlled by Hua Guo		161,500		161,500
Prime Investment International Inc. (“Prime”)	Entity controlled by Hua Guo		308,851		300,451
University Campus Hotel LP (“University”)	Entity controlled by Hua Guo		191,000		191,000
Speedlight Consulting (“Speedlight”)	Entity controlled by a former director and 5.56% shareholder		75,000		70,500
Amounts due to related parties		$	1,002,275	$	926,815

The amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the three months ended March 31, 2024, these related parties paid expenses on behalf of the Company in the total amount of $13,570. Advances received from these related parties totaled $115,890 in 2023, and the Company repaid a total of $58,500.

On July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84,406.12 and the loan amount is $48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from the manufacturer. The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction, we received a $15,000 Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense and unearned revenue to amortize on a straight-line basis over the estimate useful life of four years started on the purchase date. As a result of the trade-in transaction, $6,874 gain on disposal was recognized during the year ended December 31, 2022. During the three months ended March 31, 2024 and 2023, the Company made loan payment of $2,012 and $2,012, respectively.

During the three months ended March 31, 2023, the Company generated property management income of $45,000 from Legend LP. Pursuant to the agreement between Legend LP and the Company, the Company manages the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51 acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend LP required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 with one year term due to new tenants moving in and additional management services desired. On March 24, 2023, the Company acquired 51% interest in Legend LP from Legend LLC. Legend LP became a subsidiary of the Company.

On July 28, 2023, Legend LP entered into a Promissory Note (the “Note #1”) with Xingyu Liu, a member of Legend LP, to borrow $100,000 at an annual interest rate of 5%. The entire amount was due and payable six (6) months from July 28, 2023. As of March 31, 2023, the Note #1 had not been paid off and was extended to be due on or before April 25, 2024. However, the Note #1, along with accrued interest, was subsequently paid off on April 17, 2024.

On August 15, 2023, Legend LP entered into a Promissory Note (the “Note #2”) with Xiaohui Deng, a member of Legend LP, to borrow $50,000 at an annual interest rate of 5%. The entire amount was due and payable six (6) months from August 15, 2023. As of March 31, 2023, the Note #2 had not been paid off and was extended to be due on or before April 25, 2024. However, the Note #2, along with accrued interest, was subsequently paid off on April 24, 2024.

Note 8 – Commercial and SBA Loans

Schedule of Commercial and SBA Loans

	March 31,			December 31,
Party	2024			2023
Chase auto loan (Note 8)	$	34,210		$	36,222
SBA Loan (a)		12,137			12,344
Third party individual (b)		50,000			50,000
Third party entity A (c)		14,170			21,256
Third party entity B (d)		4,278,263			4,149,950
Third party entity C (e)		386,091			386,091
Total commercial loans		4,774,871			4,655,863
Less: current portion		(458,979	)		(466,065	)
Non-current portion	$	4,315,892		$	4,189,798

During the three months ended March 31, 2024, the Company recognized interest expense $131,014 and paid interest of $93,388 with cash. As of March 31, 2024, interest payable of $50,289 was was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.

On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of March 31, 2024 and December 31, 2023, the current portion of the outstanding loan balances were $670 and $670, respectively.

During the year ended December 31, 2023, the Company received a loan of $50,000 from a third-party individual. The loan is unsecured, due on April 10, 2024, and bears an interest rate of 5% per annum. The loan was subsequent extended to be due on or before May 30, 2024 as agreed by the third-party individual and Legend LP.

In December 2023, the Company received a loan of $20,000 from a third-party due within 9 months. The loan origination fee was $1,256 which was unpaid as of December 31, 2023, and included in the total loan balance. Monthly payment of the loan totaled $2,362. During the three months ended March 31, 2024, the Company made repayment of $7,085. And as of March 31, 2024, the loan totaled $14,171.

d.	Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third-party (the “Lender”) in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025.

	During the year ended December 31, 2023, the Company received an additional amount of $448,000 from this Lender which was paid directly to vendors for real estate investments and $80,000 in cash for working capital purpose. Accrued interest of $80,338 for the Note and prepayments of $10,412 made on behalf of the Company were included in the commercial loan balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $472,977, with $348,309 paid in cash. As of December 31, 2023, interest payable of $44,330 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.

	During the three months ended March 31, 2024, the Company received loan proceeds of $30,000, and advance of $68,313, which was paid directly to vendors for real estate investments. $30,000 addition of loan principal were converted from the interest payable, thus, the principal balance of the Existing Loan was $4,278,263 with $45,497 interest payable outstanding as of March 31, 2024.

e.	The Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due on demand.

Note 9 - Acquisition of Legend

On March 23, 2023, the Company acquired 51% of partnership interest of Legend LP from Legend LLC, for issuance of 1,967,143 common stocks of the Company, with a total fair value of $1,377,000. Legend became a subsidiary of the Company. Legend LP owns 100% of Mission Marketplace: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site. Legend LLC is a related party of the President of the Company. The acquisition has been accounted for as a business combination between related parties in accordance with ASC 805 Business Combinations.

The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their book values.

	Allocation
Total purchase consideration	$	1,377,000
Book value of non-controlling interests		1,323,000
Total consideration		2,700,000

Identifiable net assets acquired:
Cash	$	3,192
Account receivable		81,779
Prepaid expenses and other		49,959
Real estate investments		7,888,323
Accounts payable and accrued liabilities		(104,256	)
Security deposits payable		(121,893	)
Unearned revenue		(34,125	)
Loans to related parties		(658,000	)
Loans, current		(3,917,291	)
Net assets acquired		3,187,688
Gain on bargain purchase	$	(487,688	)

Given the nature of Legend’s operations, substantially all revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from acquisition date to the quarter end, upon agreement with Legend LLC, the Company started to consolidate the operation results of Legend from April 1, 2023.

Note 10 – Contingencies

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the year ended December 31, 2023, the Company recognized settlement loss of $30,883 which is included in other income (expense), net on the consolidated statement of operations. As of December 31, 2023, the Company had $80,588 in rent payable to PHBC-II, with $40,588 due in one year and $40,000 due after one year. As of March 31, 2024, the Company had rent payable of $75,882, with $42,941 due in one year and $32,941 due after one year. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

Note 11 –Subsequent Event

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission, and noted the subsequent event below:

On April 15, 2024, Legend LP refinanced its property by securing a new promissory note (the “New Note”) in the totaling $5,000,000 from GBC International Bank (“GBC”). The initial interest rate of this New Note stands at 7.375%, determined based on the “Wall Street Journal Prime Rate” (the “Prime Rate”). The Prime Rate is the interest rate published each business day in the money rates section of the Wall Street Journal, currently set at 8.50%, with an additional margin of -1.125 percent points applied, resulting in an initial interest rate of 7.375% of our New Note. The interest rate of the New Note will be using a variable interest rate based on the Prime Rate plus a margin of -1.125 parentage points. However, the interest rate will not fall below 5% throughout the duration of the New Note. The New Note between Legend LP and GBC was completed on April 15, 2024, with the maturity date set for April 5, 2034.

Item 2. Management’s Discussion and Analysis and Plan of Operation

This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Overview

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

Results of Operation for the three months ended March 31, 2024 and 2023

For the three months ended March 31, 2024, we had total revenue of $136,219, as compared to $45,000 for the three months ended March 31, 2023, an increase of $91,219, or 203%. The increase was mainly due to the acquisition of Legend LP in March 2023.

For the three months ended March 31, 2024, we had property management income of $nil, as compared to $45,000 for the three months ended March 31, 2023, a decrease of $45,000. The decrease was mainly due to the acquisition of Legend LP in 2023, which eliminated to recognize property management income from Legend LP as intercompany transaction for the three months ended March 31, 2024.

For the three months ended March 31, 2024, the Company had total rent income generated by Legend LP of $136,219, as compared to $nil during the three months ended March 31, 2023, an increase of $136,219, or 100%. The increase was mainly resulted from the acquisition of Legend LP near the end of the first quarter in 2023.

During the three months ended March 31, 2024 and 2023, the Company incurred general and administrative expenses of $66,090 and $36,311, respectively. During the same period of 2023 and 2024, the depreciation expense increased from $6,213 to $78,361, and property operating expense increased from $nil to $36,148. The increases in expenses are mainly due to the acquisition of Legend LP, which leads more depreciation expenses and property operating related expenses.

During the three months ended March 31, 2024 and 2023, the Company had interest expense, net of $131,014 and $nil occurred from the loans of Legend LP, respectively.

During the three months ended March 31, 2023 and 2024, the Company had gain on bargain purchase of $487,688 and $nil on the acquisition of Legend LP, respectively.

During the three months ended March 31, 2024 and 2023, the Company had share-based compensation of $494,028 and $nil, respectively. The increase is due to the adoption of 2023 Equity Incentive Plan and the issuance of 2,800,000 shares of common stocks under the plan to the Company’s 2023 Equity Incentive Plan after the first quarter of 2023.

Equity and Capital Resources

We have incurred losses since inception of our business in 2016, except for current quarter, and as of March 31, 2024, we had an accumulated deficit of $3,070,272. As of March 31, 2024, we had cash of $3,909 and a negative working capital of $1,033,264, compared to cash of $4,892 and a negative working capital of $482,138 as of December 31, 2023. The increase in the working capital deficiency was primarily due to cash used to pay for operating expenses and loans and interest of Legend.

Going Concern Assessment

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

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report on Form 10-Q, our President (principal executive officer) and our Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer each concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective in timely alerting them to material information relating to Forge Innovation Development Corp. required to be included in our Exchange Act filings.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item

31.1*		Certification of Chief (Principle) Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief (Principle) Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief (Principle) Executive Officer and Chief (Principle) Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FORGE INNOVATION DEVELOPMENT CORP.

Date: May 17, 2024	/s/ Patrick Liang
	Patrick Liang
	Chief (Principle) Executive Officer

Date: May 17, 2024	/s/ Patrick Liang
	Patrick Liang
	Chief (Principle) Financial Officer

EXHIBIT INDEX

Exhibit		Item

31.1*		Certification of Chief (Principle) Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief (Principle) Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief (Principle) Executive Officer and Chief (Principle) Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

FORGE INNOVATION DEVELOPMENT CORP. 10-Q