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 ~~June~~September 30, 2025

☐ 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 ~~August~~November 1420, 2025, was 50,389,011.

FORGE INNOVATION DEVELOPMENT CORP.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2025

TABLE OF CONTENTS

	~~PAGE~~	PAGE
Note about Forward-Looking Statements	1	1
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:	1	1
Consolidated Balance Sheets, June 30, 2025 (unaudited) and December 31, 2024	2
Consolidated Balance Sheets, September 30, 2025 (unaudited) and December 31, 2024		2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	3
Consolidated Statements of Operations (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024		3
Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2025 and 2024	4
Consolidated Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 2025 and 2024		4
Consolidated Statements of Changes in Equity (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	5
Consolidated Statements of Changes in Equity (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024		5
Notes to Condensed Consolidated Financial Statements (unaudited)	6	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	12	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14	14
Item 4. Controls and Procedures	14	14
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	15	15
Item 1A. Risk Factors	15	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15	15
Item 3. Defaults Upon Senior Securities	15	15
Item 4. Mine Safety Disclosures	15	15
Item 5. Other Information	15	15
Item 6. Exhibits	16	16
SIGNATURES	17	17
EXHIBIT INDEX	18	18

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “Forge,” “Company,” “we,” “us,” and “our” in this document refer to Forge Innovation Development Corp., a Nevada corporation.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORGE INNOVATION DEVELOPMENT CORP.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, June 30, 2025 (unaudited) and December 31, 2024	2
Consolidated Balance Sheets, September 30, 2025 (unaudited) and December 31, 2024		2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	3
Consolidated Statements of Operations (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024		3
Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2025 and 2024	4
Consolidated Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 2025 and 2024		4
Consolidated Statements of Changes in Equity (unaudited) for the Three and Six Months ended June 30, 2025 and 2024	5
Consolidated Statements of Changes in Equity (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024		5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6	6

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2025 (Unaudited)			December 31, 2024
	September 30, 2025 (Unaudited)			December 31, 2024
ASSETS
CURRENT ASSETS
Cash	$	~~52,282~~-		$	~~32,403~~405
Rent receivables		~~154,821~~-			~~147,740~~-
Prepaid expense and other current assets		52,494			20,126
Accounts receivable – related party		125,500			-
Total Current Assets		259,597			200,269
Assets of discontinued operations		-			8,163,912
Prepaid expense and other current assets		7,389			3,561
Total Current Assets		132,889			8,167,878
NONCURRENT ASSETS
Property and equipment, net		3630,~~311~~807			47,320
Real estate investments, net		7,823,829			7,967,609
Total Non-Current Assets		30,807			47,320
Total Non-Current Assets		7,860,140			8,014,929
TOTAL ASSETS	$	163,696		$	8,215,198
TOTAL ASSETS	$	8,119,737		$	8,215,198
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	~~313~~83,~~183~~602		$	~~278~~1,~~906~~727
Due to related parties		~~600~~170,~~365~~728			~~536~~183,~~565~~074
Unearned revenue		12,688			15,127
Bank overdraft		10			-
Rent payable, current		52,353			45,294
Rent payable		52,353			45,294
Loan payables, current		~~610~~9,~~552~~084			~~498~~11,~~888~~023
Total Current Liabilities		1,589,141			1,374,780
Liabilities of discontinued operations		-			6,173,340
Security deposits payable		168,809			168,810
Total Current Liabilities		315,777			6,414,458
Rent payable		-			11,765
Long term portion of Chase auto loan		16,098			20,123
Long-term portion of Chase auto loan		14,086			20,123
Long term portion of SBA loan		12,729			10,846
Long-term portion of SBA loan		12,621			10,846
Long term portion of property tax payable		87,926			-
TOTAL LIABILITIES		342,484			6,457,192
Commercial loan		4,830,496			4,870,868
TOTAL LIABILITIES		6,705,199			6,457,192
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
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 and 50,389,011 shares issued and outstanding as of September 30, 2025 and December 31, 2024		5,039			5,039
Additional paid-in capital		4,806,201			4,806,201
Accumulated deficit		(3,936,461	)		(3,754,427	)
Shares to be returned (received)		(196,715	)		701,193
Total Forge Stockholders’ Equity		874,779			1,056,813
Accumulated deficit		(4,793,313	)		(3,754,427	)
Noncontrolling interests		539,759			701,193
Total (Deficit) Equity		(178,788	)		1,758,006
Total Equity		1,414,538			1,758,006
TOTAL LIABILITIES AND EQUITY	$	163,696		$	8,215,198
TOTAL LIABILITIES AND EQUITY	$	8,119,737		$	8,215,198

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues
Property management income from related parties	$	1216,000		$	-		$	1228,000		$	-
Rent income		181,275			175,899			356,475			312,118
Revenues		-			-			-			-
Total revenues		~~193~~16,~~275~~000			~~175,899~~-			~~368~~28,~~475~~000			~~312,118~~-
Operating Expenses
Professional expenses		~~47,500~~-			~~17,000~~-			~~67,090~~-			3221,000
Depreciation expense		775,~~394~~504			785,~~166~~007			~~154~~16,~~789~~512			~~156~~15,~~527~~214
Share-based compensation		-			~~434,958~~-			-			928,986
Selling, general and administrative expenses		8710,~~507~~259			~~107~~32,~~795~~272			~~269~~72,~~649~~972			~~173~~88,~~885~~367
Property operating		11,275			41,482			39,305			77,630
Total operating expenses		15,763			37,279			89,484			1,053,567
Total operating expenses		223,676			679,401			530,833			1,369,028
Other income (expenses):
Interest expense and loan fee, net		(92,008	)		(187,088	)		(183,210	)		(318,102	)
Interest income(expense) and loan fee, net		40			-			(250	)		-
Other income, net		~~1,050~~-			1,~~219~~760			~~2,100~~-			54,~~432~~671
Total other expense, net		(90,958	)		(185,869	)		(181,110	)		(312,670	)
Total other income(expense), net		40			1,760			(250	)		4,671
Net loss before income tax		(121,359	)		(689,371	)		(343,468	)		(1,369,580	)
Net income (loss) from continuing operations before income tax		277			(35,519	)		(61,734	)		(1,048,896	)
Net loss	$	(121,359	)	$	(689,371	)	$	(343,468	)	$	(1,369,580	)
Income tax expenses		-			-			-			-
Net loss attributable to non-controlling interests in a subsidiary		(60,098	)		(102,188	)		(161,434	)		(198,059	)
Net income (loss) from continuing operations		277			(35,519	)		(61,734	)		(1,048,896	)
Net loss attributable to common stockholders	$	(61,261	)	$	(587,183	)	$	(182,034	)	$	(1,171,521	)
Loss from discontinued operations, net of tax		(857,129	)		(69,999	)		(977,152	)		(426,202	)
Net Loss	$	(856,852	)	$	(105,518	)	$	(1,038,886	)	$	(1,475,098	)
Weighted average shares outstanding:
Basic and diluted		50,389,011			50,389,011			50,389,011			50,389,011
Earnings per share:
Basic and diluted	$	(0.0002	)	$	(0.0100	)	$	(0.0002	)	$	(0.02	)

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)

	2025			2024
	For the six months ended June 30,
	For the nine months ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(343,468	)	$	(1,369,580	)
Net loss from continued operation	$	(61,734	)	$	(1,048,896	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Net loss from discontinued operation		(977,152	)		(426,202	)
Depreciation expense		154,789			156,527
Total net loss		(1,038,886	)		(1,475,098	)
Interest expense		183,210			-
Adjustments to reconcile net loss to net cash used in operating activities:
Reserve for other current asset		98,501			-
Depreciation expense		16,512			234,694
Interest expense		250			-
Expense paid by a related party on behalf of the Company		-			13,570
Share-based compensation		-			928,986
Accrued interest		-			40,000
Loss on disposal of Legend LP’s ownership		1,087,938			-
Change in operating assets and liabilities:
Account receivable		(766,~~081~~000	)		(1315,~~219~~372	)
Prepaid expense and other current assets		(~~130~~3,~~869~~828	)		3970,~~980~~167
Accounts payable and accrued liabilities		~~122~~2,~~203~~774			~~(17~~7,~~703~~192	)
Unearned revenue		~~(2,439~~-	)		(130,~~961~~251	)
Due to related party		-			(6,000	)
Rent Payable		(4,706	)		-
Other current liabilities and other liabilities		-			(1116,~~765~~470	)
Security deposit payable		-			2016,~~000~~917
Net cash provided by (used in) operating activities		70,140			(215,165	)
Net cash used in operating activities		(5,946	)		(231,665	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(5,377	)
Cash transferred in connection with the disposal of Legend LP’s ownership		(87,020	)		-
Net cash used in investing activities		-			(5,377	)
Purchase of property and equipment		-			(15,376	)
Net cash used in investing activities		(87,020	)		(15,376	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of commercial and SBA loans		(~~115~~6,~~944~~201	)		(4,~~375~~401,~~499~~641	)
Proceeds from commercial loan		~~1,883~~-			5,030,000
Repayment to related parties		-			(~~536~~568,~~000~~500	)
Advance from related parties		6366,~~800~~754			~~143~~210,~~934~~534
Net cash (used in) provided by financing activities		(50,261	)		262,435
Bank overdraft		10			-
Net increase in Cash		19,879			41,893
Net cash provided by financing activities		60,563			270,393
Net (decrease) increase in Cash		(32,403	)		23,352
Cash at beginning of period:		32,403			4,892
Cash at end of period:	$	~~52,282~~-		$	4628,~~785~~244
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Interest paid	$	~~91,673~~250		$	~~206~~301,~~042~~482
Income taxes paid	$	-		$	-

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 (DEFICIT)

	Number of Shares		Common Shares		~~Additional~~Shares ~~Paid-in Capital~~Receivable			~~Accumulated~~Additional ~~Deficit~~Paid-in Capital			~~Noncontrolling~~Accumulated ~~interests~~Deficit			~~Total~~Noncontrolling ~~Equity~~interests			Total Equity (Deficit)
Balance, March 31, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201		$	(3,875,200	)	$	599,857		$	1,535,897
Balance, June 30, 2025 (unaudited)		50,389,011	$	5,039	$	-		$	4,806,201		$	(3,936,461	)	$	539,759		$	1,414,538
Net loss		-		-		-			(61,261	)		(60,098	)		(121,359	)
Loss on disposal of Legend LP’s ownership					$	(196,715	)								(539,759	)		(736,474	)
Balance, June 30, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201		$	(3,936,461	)	$	539,759		$	1,414,538
Net loss		-		-		-			-			(856,852	)		-			(856,852	)
Balance, September 30, 2025 (unaudited)		50,389,011	$	5,039	$	(196,715	)	$	4,806,201		$	(4,793,313	)	$	-		$	(178,788	)

	Number of Shares		Common Shares		~~Additional Paid-in Capital~~	Shares Receivable		~~Accumulated~~Additional ~~Deficit~~Paid-in Capital			~~Noncontrolling~~Accumulated ~~interests~~Deficit			~~Total~~Noncontrolling ~~Equity~~interests			Total Equity (Deficit)
Balance, January 1, 2025		50,389,011	$	5,039	$	~~4,806,201~~-		$	(34,~~754~~806,~~427~~201	)	$	~~701~~(3,~~193~~754,427	)	$	1701,~~758,006~~193		$	1,758,006
Net loss		-		-		-			(182,034	)		(161,434	)		(343,468	)
Loss on disposal of Legend LP’s ownership						(196,715	)								(701,193	)	$	(897,908	)
Balance, June 30, 2025 (unaudited)		50,389,011	$	5,039	$	4,806,201		$	(3,936,461	)	$	539,759		$	1,414,538
Net loss		-		-		-			-			(1,038,886	)		-			(1,038,886	)
Balance, September 30, 2025 (unaudited)		50,389,011	$	5,039	$	(196,715	)	$	4,806,201		$	(4,793,313	)	$	-		$	(178,788	)

	Number of Shares		Common Shares			Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests			Total Equity
Balance, March 31, 2024 (unaudited)		50,389,011	$	5,039		$	4,806,201	$	(3,070,272	)	$	897,242		$	2,638,210
Balance, June 30, 2024 (unaudited)		50,389,011	$	5,039	-	$	4,806,201	$	(3,657,455	)	$	795,054		$	1,948,839
Net loss		-		-	-		-		(~~587~~59,~~183~~458	)		(~~102~~46,~~188~~060	)		(~~689~~105,~~371~~518	)
Balance, June 30, 2024 (unaudited)		50,389,011	$	5,039		$	4,806,201	$	(3,657,455	)	$	795,054		$	1,948,839
Balance, September 30, 2024 (unaudited)		50,389,011	$	5,039	-	$	4,806,201	$	(3,716,913	)	$	748,994		$	1,843,321

	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
Balance		50,389,011	$	5,039	-	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Net loss		-		-	-		-		(1,~~171~~230,~~521~~979	)		(~~198~~244,~~059~~119	)		(1,~~369~~475,~~580~~098	)
Balance, June 30, 2024		50,389,011	$	5,039		$	4,806,201	$	(3,657,455	)	$	795,054		$	1,948,839
Balance, September 30, 2024 (unaudited)		50,389,011	$	5,039		$	4,806,201	$	(3,716,913	)	$	748,994		$	1,843,321
Balance		50,389,011	$	5,039	-	$	4,806,201	$	(3,~~657~~716,~~455~~913	)	$	~~795~~748,~~054~~994		$	1,~~948~~843,~~839~~321

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 ~~June~~September 30, 2025, we have not generated any income from the subsidiary due to our business strategy adjustment.

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

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

On July 27, 2025, pursuant to a Limited Partnership interest transfer and acknowledgment Agreement between Forge Innovation Development Corp. (the “Company” or the “transferor”) and Legend Investment Management, LLC (“Legend LLC” or the “transferee”), the Company released the 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). The Company transferred 51% interest of Legend LP back to Legend LLC in exchanged by releasing 1,967,143 common stocks of the Company, valued at $0.70 per share for a total consideration of $1,377,000. On July 27, 2025, the Company fulfilled the terms of the agreement with the counterparty. The transaction was consummated without any cash consideration being exchanged. The fulfillment was effected through non-cash arrangements, and no monetary settlement was required under the agreed terms.

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~~Disposal ~~income~~of a significant subsidiary

The Company’s ~~rental~~accounts ~~income,~~for ~~which~~the isdisposal ~~derived~~of ~~primarily~~a ~~from~~subsidiary ~~lease contracts through Legend LP, includes rents that each tenant pays~~ in accordance with ~~the~~ASC ~~terms~~810. ofUpon ~~each~~losing ~~lease~~control ~~reported~~of on a ~~straight-line~~subsidiary, ~~basis over~~ the ~~non-cancelable~~Company derecognizes ~~term of~~ the ~~lease.~~subsidiary’s ~~The~~assets, ~~Company~~liabilities, ~~defers the~~and ~~revenue~~any related tononcontrolling ~~lease~~interests, ~~payments~~and ~~received~~recognizes ~~from~~any ~~tenants~~retained investment inat ~~advance~~fair ~~of their due dates~~value. InThe ~~addition~~gain toor ~~base~~loss ~~rent,~~on ~~the~~disposal ~~Company’s lease~~is ~~agreements~~recorded ~~generally~~in ~~require~~income ~~tenants~~from tocontinuing ~~pay~~operations orbased ~~reimburse~~on the ~~Company~~difference between ~~for~~the ~~all~~fair ~~property~~value ~~operating~~of ~~expenses,~~consideration ~~which~~received ~~primarily~~(including ~~reflect insurance~~any ~~costs~~retained interest) and ~~real estate taxes incurred by~~ the ~~Company~~carrying ~~and~~amount ~~subsequently~~of ~~reimbursed by~~ the ~~tenant. However, some limited property~~subsidiary’s ~~operating~~net ~~expenses~~assets. ~~that~~If ~~are not~~ the ~~responsibility~~transaction ofinvolves ~~the~~a ~~tenant~~related ~~are~~party, ~~absorbed by~~ the Company. ~~Under~~evaluates ~~ASC~~whether ~~842,~~ the ~~Company~~consideration ~~has~~reflects ~~elected to~~fair ~~report~~value ~~combined lease~~ and provides ~~non~~related-~~lease~~party ~~components~~disclosures inas ~~a single line “Revenue from tenants~~required.” ~~For~~If ~~expenses~~the ~~paid~~disposal ~~directly~~meets by the ~~tenant,~~criteria ~~under~~for ~~both~~discontinued ~~ASC 842 and 840~~operations, the ~~Company~~results ~~has~~and ~~reflected~~any gain ~~them~~or onloss aare ~~net~~presented ~~basis~~separately.

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 June 30, 2025 and December 31, 2024, security deposits totaled $168,809 and $168,810, respectively.

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.

Accounting Standards Issued Recently Adopted

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and are effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU No. 2023-07 has no impact on its financial position and results of operations.

Accounting Standards Issued but Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting the new disclosure requirements.

Note 3 - Going Concern

The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $34,~~936~~793,~~461~~313as as of ~~June~~September 30, 2025. These conditions raise substantial doubt ~~about~~ 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 – Property and equipment, net

Schedule of Property and Equipment Net

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Furniture	$	26,773		$	26,773
Equipment		13,696			13,696
Vehicle		59,406			59,406
Computers		38,907			38,907
Total property and equipment		138,782			138,782
Less: accumulated depreciation		(~~102~~107,~~471~~974	)		(91,462	)
Property and equipment, net	$	3630,~~311~~807		$	47,320

For the three months ended ~~June~~September 30, 2025 and 2024, the Company recorded depreciation expenses of $5,504 and $5,006, respectively. For ~~the~~ ~~six~~the nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded depreciation expenses of $1116,~~009~~512 and $10,207, respectively.

Note 5 - –Concentration ~~Real~~of ~~Estate Investments~~Risk

OnThe ~~March 24, 2023, the~~ Company ~~acquired~~maintains ~~51%~~cash ofin ~~partnership~~two ~~interest~~accounts ofwithin ~~Legend~~two LPlocal ~~from~~commercial ~~Legend~~banks ~~LLC,~~located ~~for~~in ~~issuance~~Southern ofCalifornia. ~~1,967,143~~The ~~common~~standard ~~stocks~~insurance amount ofis ~~the Company, with a total fair value of~~ $1250,~~377,~~000. ~~Legend~~per LPdepositors ~~owns~~under ~~100%~~the ofFDIC’s ~~Mission~~general ~~Marketplace~~deposit –insurance ~~a real estate property: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California~~rules. ~~The~~On ~~Property~~September ~~contains two~~30, ~~one-story~~2025 and ~~one~~December 31, ~~two-story~~ ~~buildings containing 48~~2024,~~722~~ ~~total~~the ~~square~~cash balances ~~foot~~were offully ~~gross leasable area situated on a 4~~insured.~~51acre site.~~

~~Schedule of Real Estate Investments~~ 8

	June 30, 2025			December 31, 2024
Commercial building	$	7,026,233		$	7,026,233
Tenant improvements		1,074,000			1,074,000
Construction in progress		484,000			484,000
Land		527,000			527,000
Total real estate investments, at cost		9,111,233			9,111,233
Less: accumulated depreciation		(1,287,404	)		(1,143,624	)
Total real estate investments, net	$	7,823,829		$	7,967,609

For the three months ended September 30, 2025, the Company generated 100% of its revenue from a related party. For the nine months ended September 30, 2025, the Company generated approximately 57%, 32%, and 11% of its revenue from three related parties. As of September 30, 2025, 100% of the Company’s accounts receivable balance was due from a related party. As of December 31, 2024, accounts receivable from the Company’s largest customer represented approximately 64% of total accounts receivable.

~~For~~Note ~~the~~6 ~~three~~- ~~months~~Income ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $71,890 and $73,160 for real estate investments, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded depreciation expenses of $143,780 and $146,320 for real estate investments, respectively.Taxes

Note 6 - 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 June 30, 2025 and December 31, 2024, the cash balances were fully insured.

For the three months ended June 30, 2025, the Company generated revenue of 37% and 17% from two top unrelated customers, respectively. For the three months ended June 30, 2024, the Company generated revenue of 40% and 15% from two top unrelated customers. For the six months ended June 30, 2025, Company generated revenue of 38% and 18% from two top unrelated customers, respectively. For the six months ended June 30, 2024, the Company generated revenue of 45% from an unrelated customer. As of June 30, 2025, accounts receivable from the largest customers accounted for 57% of the total accounts receivable, respectively. As of December 31, 2024, accounts receivable from the largest customer accounted for 64% of the total accounts receivable.

Note 7 - 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 ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company has incurred a net loss before tax of $~~343~~61,~~468~~734 and a net loss before tax of of $1,~~369~~048,~~580~~896, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As As of ~~June~~September 30, 2025 and December 31, 2024, deferred tax assets resulted from NOLs of approximately $~~958~~826,~~660~~638 and $919,037, respectively, which were fully off-set by valuation allowance reserved.

Note 87 - Related Party Transactions

As of ~~June~~September 30, 2025 and December 31, 2024, the amounts due to related parties consisted of the following:

Party	Nature of relationship	~~June~~September 30, 2025		December 31, 2024
Patrick Liang (“Patrick”)	Chief Executive Officer	$	8,510	$	5,210
Hua Guo	Officer		~~164~~158,~~154~~864		~~103~~68,~~654~~574
Glory Investment International Inc. (“Glory”)	Entity controlled by Mother of CEO		131,500		131,500
Legend Investment Management LLC (“Legend LLC”)	Entity controlled by relative of CEO		3,354		-
Prime Investment International Inc. (“Prime”)	Entity controlled by Mother of CEO		~~258,971~~-		~~258~~31,~~971~~480
University Campus Hotel LP (“University”)	Entity controlled by Mother of CEO		37,230		37,230
Speedlight Consulting (“Speedlight”)	Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023		-		75,500
Amounts due to related parties		$	~~600~~170,~~365~~728	$	~~536~~183,~~565~~074

~~The~~On ~~amounts~~July ~~due~~27, 2025, the Company returned 51% of its ownership interest at Legend LP back to ~~related~~Legend ~~parties~~LLC, ~~are~~the ~~unsecured~~Seller in exchange of 1,967,143 ~~non-interest-bearing~~common ~~and~~stocks ~~due~~previously onissued and ~~demand.~~returned ~~During~~to the ~~six~~Company. ~~months~~As ~~ended~~of ~~June~~September 30, 2025 and the reporting date, ~~proceeds received~~1,967,143 ~~from~~shares ~~these~~of ~~related~~common ~~parties~~stocks ~~totaled~~have ~~$60,500~~not been received by the Company.

~~On July~~ ~~15,~~In ~~2022,~~connection ~~the Company traded its Mazda vehicle~~ with ~~Longo~~this ~~Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84~~transaction,~~406.12~~ ~~and~~ the ~~loan~~loans ~~amount~~previously isextended ~~$48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from~~to ~~the~~Glory ~~manufacturer.~~Investment ~~The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction~~International, ~~we received~~Prime aInvestment ~~$15~~International,~~000~~ ~~Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense~~ and ~~unearned~~University ~~revenue~~Campus toHotel ~~amortize~~LP onwere aconcurrently ~~straight-line~~reassigned ~~basis over the estimate useful life of four years started on the purchase~~to ~~date~~Legend LP. As a result, of the ~~trade-in~~Company ~~transaction,~~no ~~$6,874~~longer ~~gain~~retains onany ~~disposal~~rights ~~was~~or ~~recognized~~obligations ~~during~~related ~~the~~to ~~year~~these ~~ended December 31~~loans, ~~2022.~~and ~~During~~ the ~~six~~corresponding balances ~~months~~have ~~ended~~been ~~June~~eliminated ~~30,~~from ~~2025 and 2024,~~ the Company’s ~~made~~financial ~~loan payment of $2,683 and $2,012, respectively~~statements.

~~During~~The ~~the~~amounts ~~six~~due ~~months~~to ~~ended~~related ~~June~~parties ~~30,~~are ~~2025~~unsecured, ~~the~~non-interest-bearing ~~Company~~and ~~generated~~due ~~property~~on ~~management income of $3,000 from Glory~~demand. ~~Pursuant~~During to the ~~agreement between~~nine ~~Glory~~months ~~and~~ended ~~the~~September ~~Company~~30, ~~the~~2025, proceeds ~~Company~~received ~~provides~~from ~~consulting~~these ~~service~~related ~~and~~parties ~~charge~~totaled ~~to Glory based on service performed~~$61,864.

10On 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 nine months ended September 30, 2025 and 2024, the Company made loan payment of $6,037 and $6,036, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company generated property management income of $93,000 from ~~University~~Glory. Pursuant to the agreement between ~~University~~Glory and the Company, the Company provides consulting service and charge to Glory based on service performed.

~~Note~~During 9the –nine ~~Commercial~~months ended September 30, 2025, the Company generated property management income of $16,000 from Legend. Pursuant to the agreement between Legend LP and ~~SBA~~the ~~Loans~~Company, the Company provides management service and charges monthly. As of September 30, 2025, total outstanding balance due from Legend LP is $125,500.

During the nine months ended September 30, 2025, the Company generated property management income of $9,000 from University. Pursuant to the agreement between University and the Company, the Company provides consulting service and charge to Glory based on service performed.

Note 8 – Commercial and SBA Loans

Schedule of Commercial and SBA Loans

	June 30,			December 31,
	September 30,			December 31,
Party	2025			2024
Chase auto loan (Note 8)	$	2522,~~489~~135		$	28,172
SBA Loan (a)		13,~~695~~656			13,820
Third party entity A (b)		5,044,600			4,972,642
Total commercial loans		35,791			41,992
Third party entity B (c)		386,091			386,091
Less: current portion		(9,084	)		(11,023	)
Total commercial loans		5,469,875			5,400,725
Non-current portion	$	26,707		$	30,969
Less: current portion		(610,552	)		(498,888	)
Non-current portion	$	4,859,323		$	4,901,837

a. 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 ~~June~~September 30, 2025 and December 31, 2024, the current portion of the outstanding loan balances were $~~966~~1,035 and $2,974, respectively. b. On April 15, 2024, Legend LP refinanced the mortgage loan of 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. During the six months ended June 30, 2025, the Company recognized loan related interest expense of $182,637, and $19,579 of principal amount and $91,100 of interest expenses was paid with cash. As of June 30, 2025, interest payable of $117,883 was presented and included in the loans-current on the consolidated balance sheet . c. 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 – Disposal of Legend

On July 27, 2025, the Company entered an agreement to transfer 51% of partnership interest of Legend LP purchased on March 2023 to Legend LLC, for release of 1,967,143 common stocks previous issued to the Company, with an original investment of $1,377,000. The Company released the ownership of Legend LP on the same date pursuant to the terms of the agreement and the 1,967,143 shares of common stocks were outstanding as of September 30, 2025 and the reporting date. 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 4.51 acre site. Legend LLC is a related party of the President of the Company.

The Company accounts for the disposal of Legnd LP in accordance with ASC 810. Upon losing control of the subsidiary, the Company derecognizes the assets, liabilities, and any related noncontrolling interests of Legend LP, and recognizes any investment retained at fair value. A relative of the President of the Company has significant influence of the management of Legend LLC, therefore the acquisition is being treated as a related party transaction. The fair market value of 1,967,143 common stocks was $196,714 on July 27. 2025. The gain or loss on disposal is measured as the difference between (i) the aggregate of the fair value of consideration received and the fair value of any retained non-controlling interest or retained investment, and (ii) the carrying amount of the subsidiary’s net assets immediately prior to the disposal.

The following table presents the allocation of the consideration paid and the assets and liabilities released based on their book values:

Party	Allocation
Fair value of non-controlling interest	$	196,714
NCI as of 7/26/2025		537,091
Total Consideration		733,805

Identifiable net assets released:
Cash		87,020
Accounts receivable		151,925
Prepaid expenses and other		49,300
Property, plant and equipment		7,803,731
Accounts payable and accrued liabilities		(328,010	)
Security deposit payable		(368,809	)
Unearned revenue		(12,688	)
Loans to related parties		(435,091	)
Loan, current		(495,988	)
Long term portion of property tax		(87,926	)
Commercial Loan		(4,823,291	)
Net assets of Legend		1,540,173
Loss on disposal	$	(806,368	)

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 ~~48 months~~48months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about ~~September~~June 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 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.

As of December 31, 2024, the Company had rent payable of $57,059, with $45,294 due in one year and $11,765 due after one year. As of ~~June~~ September 30, 2025, the Company had rent payable of $52,353, with $52,353 due in one year and $nil due after one year. The rent payable is grouped ~~under~~ under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

On July 1,2025 PHBC-II filed a money judgment against the company to claim a total of $104,038 related to the settlement mentioned above. The company intended to defend against all claims. However, given the preliminary stage of the litigation, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action.

Legend LP filed a motion to set aside the receivership on February 28^th, 2025, and successfully suspending the receivership on March 17, 2025. The Company and Legend LP are currently evaluating the impacts of the receivership and may bring up a lawsuit to against the plaintiff of receivership. The rents for the period from January through March 2025 were collected by the Receiver and will be returned to Legend LP, subject to any amount that may have been spent. The Receiver is still in the process of finalizing the accounting. As of the reporting date, we have not yet received any funds or reports from the receiver. Further details will be provided once the receiver’s report is made available.

On March 3, 2025, Plaintiff Xinyi Guo initiated legal proceedings against Defendant Legend International Investment LP. As of ~~June~~ September 30, 2025, the Defendant has not yet been formally served with the complaint; therefore, the specific allegations and claims set forth by the Plaintiff are currently unavailable.

During the ~~six~~nine-month period ended ~~June~~September 30, 2025, the Company noted it has been named as a secondary defendant in a lawsuit filed by Bloomage Beverly Hills Investment Inc. The primary claims in the case are directed at the Company’s related party, Hua Guo, and the Company has not been directly served. Management, after consultation with legal counsel, believes the allegations against the Company are without merit and is seeking dismissal. At this time, nothe ~~trial~~hearing ~~date~~ has ~~been~~concluded; ~~set~~however, the court has not yet rendered its official judgment documents and management cannot reasonably estimate the likelihood or potential impact of this matter.

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

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

Overview

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

On March 24, 2024, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

On July 27, 2025, pursuant to an Limited Partnership interest transfer and acknowledgment Agreement between Forge Innovation Development Corp. (the “Company” or the “transferor”) and Legend Investment Management, LLC (“Legend LLC” or the “transferee”), the Company released the 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.

A relative of the President of the Company has significant influence of the transferee’s management, therefore the stock release is being treated as a related party transaction. The Company transferred 51% interest of Legend LP back to Legend LLC in exchanged by releasing 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After releasing the common stock, the Company will own 0% of Legend LP and the transferee will own 77.3% of Legend LP.

Results of Operation for the three months ended ~~June~~September 30, 2025 and 2024

For the three months ended ~~June~~September 30, 2025, we had total ~~rental~~management income from related parties of $~~181~~16,~~275~~000, as compared to $~~175,899~~nil for the three months ended ~~June~~ September 30, 2024, ~~an increase of $5,376, or 3%,~~ respectively

~~For~~During the three months ended ~~June~~September 30, 2025, weand ~~had~~2024, ~~total~~the ~~management~~Company ~~income~~incurred ~~from~~general ~~related~~and ~~parties~~administrative expenses of $1210,~~000,~~259 asand ~~compared to~~ $~~nil~~32,272, respectively. ~~for~~During the ~~three months~~same ~~ended~~period ~~June~~of ~~30,~~2025 and 2024, ~~respectively~~our depreciation expense inreased from $5,007 to $5,504.

During the three months ended ~~June~~September 30, 2025 and 2024, the Company ~~incurred~~had ~~general~~interest ~~and~~income ~~administrative expenses of $87,507~~ and ~~$107~~other,~~795,~~ ~~respectively. During~~net ~~the same period~~ of ~~2025 and 2024, our depreciation expense decreased from~~ $~~78,166~~(40) ~~to $77,393,~~ and ~~the property operating expense decreased from~~ $41nil,~~842~~ ~~to 11,275,~~ respectively.

~~During~~Results of Operation for the ~~three~~nine months ended ~~June~~September 30, 2025 and 2024~~, the Company had interest expense and other, net of $92,008 and $187,088, respectively.~~

~~During~~For the ~~three~~nine months ended ~~June~~September 30, 2025, ~~and~~we ~~2024,~~had ~~the~~total ~~Company~~management ~~had~~income ~~share-based~~from ~~compensation~~related parties of $~~nil~~28,000, ~~and~~as compared to $~~434~~nil for the nine months ended September 30,~~958~~ 2024, respectively.

~~Results~~During ~~of Operation for~~ the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company incurred general and administrative expenses of $72,972 and $88,367, respectively. During the same period of 2025 and 2024, the depreciation expense of $16,512 and $15,214, respectively.

~~For~~During the ~~six~~nine months ended ~~June~~September 30, 2025, weand ~~had total rental income of $356~~2024,~~475,~~ ~~as compared to $312,118 for~~ the ~~six~~Company ~~months~~had ~~ended~~interest ~~June~~expense 30and other, ~~2024,~~ annet ~~increase~~ of $~~44,357~~250 orand ~~14%.~~$nil, ~~The increase was mainly due to the increased rentable offices in the year 2025~~respectively.

For the six months ended June 30, 2025, we had total management income from related parties of $12,000, as compared to $nil for the six months ended June 30, 2024, respectively

During the six months ended June 30, 2025 and 2024, the Company incurred general and administrative expenses of $269,649 and $173,885, respectively. During the same period of 2025 and 2024, the depreciation expense of $154,789 and $156,527, and property operating expense of $39,305 and $77,630, respectively.

During the six months ended June 30, 2025 and 2024, the Company had interest expense and other, net of $183,210 and $318,102, respectively.

During the six months ended June 30, 2025 and 2024, the Company had share-based compensation of $nil and $928,986, respectively.

Equity and Capital Resources

We have incurred losses since inception of our business in 2016 with an accumulated deficit of $34,~~936~~793,~~461~~313. As of ~~June~~September 30, 2025, we had cash of $~~52,282~~(10) and a negative working capital of $1182888,~~329,544,~~ compared to cash of $32,403 and a negative working capital of $1,174,511 as as of December 31, 2024. The increase in the working capital deficiency was primarily due to ~~cash~~the ~~used~~company toreleasing ~~pay~~the ~~for~~51% ~~operating~~of ~~expenses and~~ownership ~~loans~~back ~~and~~to ~~interest~~Legend ofLLC ~~Legend~~in July 2025.

Going Concern Assessment

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

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended ~~June~~September 30, 2025 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.

Except as set forth below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our Company.

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about ~~September~~June 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and ~~its~~ its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2024 to April 18, 2024, and then again rescheduled to June 14, 2024. On July 14, 2024, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the year ended December 31, 2024, the Company recognized settlement loss of $30,883 which is included in other income (expense), net on the consolidated statement of operations. As of December 31, 2024, the Company had $80,588 in rent payable to PHBC-II, with $40,588 due in one year and $40,000 due after one year. As of ~~June~~September 30, 2025, the Company had rent payable of $52,353, ~~with $52,353~~ due in one year ~~and $nil due after one year~~.

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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: August 19, 2025	/s/ Patrick Liang
Date: November 24, 2025	/s/ Patrick Liang
	Patrick Liang
	Chief Executive Officer
Date: August 19, 2025	/s/ Patrick Liang
Date: November 24, 2025	/s/ Patrick Liang
	Patrick Liang
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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.

Filing Compare · FORGE INNOVATION DEVELOPMENT CORP.