UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to ____________

Commission file number 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)

(IRS Employer

Identification No.)

6280 Mission Blvd Unit 205

Jurupa Valley, CA 92509

(Address of principal executive offices) (Zip Code)

(626)-986-4566

(Issuer’s telephone number)

N/A

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

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

Securities registered under Section 12(g) of the Exchange Act: None.

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by ~~check~~a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant include in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, ~~2023~~2024 the last business day of the Company’s most recently completed second fiscal quarter was $916,~~903~~637,~~126~~252 based on the closing price of $01.7526 per share, as reported on the over-the-counter bulletin board.

As of April 15, ~~2024~~2025, there were 50,389,011 shares of Common Stock, $0.0001 par value, outstanding.

Documents Incorporated By Reference. None

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		ii
PART I		1
Item 1.	Description of Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5

PART II		6
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	8
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8.	Consolidated Financial Statements and Supplementary Data	9
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	10
Item 9A.	Controls and Procedures	10
Item 9B.	Other Information	10

PART III		11
Item 10.	Directors, Executive Officers and Corporate Governance	11
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions	13
Item 14.	Principal Accountant Fees and Services	14

PART IV		15
Item 15.	Exhibits; Financial Statement Schedules	15
SIGNATURES		16

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

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

Item 1. Description of Business.

Background

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.

Overview

The Company’s primary objective is commercial and residential land development, including, to a lesser extent, the possible 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 get involved in protracted negotiations, the Company sold the property to an independent third party for a profit.

On ~~August~~ 1April 2, ~~2017~~2022, the Company entered into a property management agreement (“PMA”) with ~~Bloomage~~Legend ~~Beverly~~International ~~Hills~~ Investment, ~~Inc~~LP. ~~Pursuant~~(the to“Legend ~~the agreement~~LP”), a previous related party of the Company ~~provided~~and ~~property~~currently a subsidiary of the Company, of which the management ~~services~~is ~~for~~related ~~Bloomage~~to ~~Beverly~~Mr. ~~Hills~~Patrick ~~Investment~~Liang, ~~Inc~~President and CEO of the Company. inPursuant ~~exchange~~to ~~for~~the PMA, the ~~compensation of~~Company $3will manage the properties owned by Legend LP,~~000~~ ~~per~~which ~~month.~~is ~~During~~called Mission Marketplace; a grocery anchored shopping center (the ~~year~~“Property”) ~~ended~~located ~~December~~at 316240 Mission Boulevard in Jurupa Valley, ~~2021~~California. The Property contains two, ~~the~~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 ~~charges~~charge ~~increased~~was $5,000 which was amended to $510,000 per month. Inin ~~April~~June 2022, wedue ~~terminated the~~to ~~property~~Legend ~~management~~LP required additional management services ~~with~~for ~~Bloomage~~their ~~Beverly~~properties. ~~Hills~~On ~~Investment~~November ~~Inc.~~17, 2022, the monthly service charge was amended to $15,000 due to ~~the~~new ~~sales~~tenants ofmoving ~~the~~in ~~managed~~and additional ~~properties~~management services desired. During the ~~years~~ year ended December 31, ~~2022~~2023 and 2024, the Company recognized property management ~~service~~ income from Legend LP in the amount of $1545,000 ~~under~~and ~~this~~$nil, ~~agreement~~respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction after the first quarter of 2023.

On ~~April~~ 2March 24, ~~2022~~2023, ~~the~~pursuant to ~~Company~~an ~~entered~~Asset ~~into~~Purchase aAgreement ~~property~~between ~~management~~Forge ~~agreement~~Innovation ~~(“PMA”)~~Development ~~with Legend International Investment, LP~~Corp. (the “~~Legend LP~~Company”), aor ~~previous related party of~~ the ~~Company~~“Buyer”) and ~~currently~~Legend Investment aManagement, ~~subsidiary~~LLC of(“Legend LLC” or the ~~Company~~“Seller”), ~~of which~~ the ~~management~~Company isacquired ~~related to Mr~~77.3% ~~Patrick Liang,~~of ~~President~~Legend ~~and~~LLC’s ~~CEO~~66% ownership of ~~the~~Legend ~~Company.~~International ~~Pursuant to the PMA~~Investment, ~~the~~LP ~~Company~~(“Legend ~~will~~LP”). ~~manage the properties owned by~~ Legend LP, ~~which~~owns is100% ~~called~~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.~~51-acre~~51acre site. ~~The~~As ~~original~~a ~~monthly~~result of ~~service~~the ~~charge~~acquisition ~~was~~of ~~$5,000~~Legend ~~which was amended to $10~~LP,~~000~~ ~~per~~the ~~month~~Company inhad ~~June~~total ~~2022~~rent ~~due~~income togenerated by Legend LP ~~required~~of ~~additional~~$668,339 ~~management services~~ for ~~their~~the ~~properties. On~~year ~~November~~ended ~~17,~~December ~~2022~~31, 2024, ~~the~~as ~~monthly~~compared ~~service charge was amended~~ to $15393,~~000~~474 ~~due~~during ~~to new tenants moving in and additional management services desired. During~~ the year ended December 31, ~~2022 and~~ 2023, ~~the~~an ~~Company~~increase ~~recognized property management income from Legend LP in the amount~~ of $~~107~~274,~~000 and $45~~865,~~000,~~ ~~respectively~~or 70%. The ~~decrease~~increase was mainly due to the acquisition of Legend LP, ~~which~~in ~~eliminated to~~the ~~recognize~~first ~~property~~quarter ~~management~~of ~~income~~2023 ~~from~~and ~~Legend~~more LPunits asbecame ~~intercompany~~available ~~transaction~~during ~~for the year ended December 31, 2023.~~2024

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. As a result of the acquisition of Legend LP, the Company had total rent income generated by Legend LP of $393,474 for the year ended December 31, 2023, as compared to $nil during the year ended December 31, 2022, an increase of $393,474, or 100%. The increase was mainly resulted from the acquisition of Legend LP.1

1Business Strategy

~~Business~~The Company’s business strategy includes the ~~Strategy~~following three main segments of the real estate business:

~~The Company’s~~1. ~~business~~We ~~strategy~~intend ~~includes~~to ~~the~~acquire ~~following~~and ~~three~~develop ~~main~~land ~~segments~~for ofresidential ~~the~~and commercial development. 2. We also, to a lesser extent, intend to develop a diversified real estate ~~business:~~portfolio by investing in residential real estate, including single-family housing, condos and town-homes and commercial properties, including strip-malls and small office buildings. 3. We intend to provide property management for our own properties and for properties owned by non-affiliated third parties.

1.Property We intend to acquire and develop land for residential and commercial development. 2. We also, to a lesser extent, intend to develop a diversified real estate portfolio by investing in residential real estate, including single-family housing, condos and town-homes and commercial properties, including strip-malls and small office buildings. 3. We intend to provide property management for our own properties and for properties owned by non-affiliated third parties.Development

~~Property~~The Company primary business is to acquire land and ~~Development~~develop and sell fully constructed homes and commercial property such as stores, offices, private schools, etc., to non-affiliated third parties. Our first property acquisition was 29 acres of vacant land in the city of Desert Hot Springs in Southern California. Our original plan was to build various commercial buildings on the parcels, including stores and restaurants. However, due to problems with permits and adjacent landowners that would lead to lengthy negotiations and possibly additional costs, the Company sold the property in March 2017, to a non-affiliated third party for a profit.

~~The Company~~Our ~~primary~~principal ~~business~~activities isare tosecuring ~~acquire~~acquisition rights ~~land~~to ~~and~~properties, ~~develop~~obtaining ~~and~~zoning ~~sell fully constructed homes~~ and ~~commercial~~other ~~property~~entitlements ~~such~~for asthe ~~stores~~properties, ~~offices, private~~securing ~~schools,~~financing ~~etc.,~~for tothe ~~non-affiliated~~purchase ~~third parties. Our first property acquisition was 29 acres~~ of ~~vacant land in~~ the ~~city of Desert~~properties, ~~Hot~~improving ~~Springs in Southern California. Our original plan was to build various commercial buildings on~~ the ~~parcels,~~properties’ ~~including~~infrastructure ~~stores~~ and ~~restaurants.~~ ~~However~~amenities, ~~due to problems with permits~~ and ~~adjacent~~selling ~~landowners~~properties ~~that~~to ~~would~~third ~~lead~~parties. toCurrently ~~lengthy~~all ~~negotiations~~of ~~and~~our ~~possibly~~property ~~additional~~development ~~costs,~~activities ~~the~~are ~~Company~~centered ~~sold~~in the ~~property~~Southern inCalifornia ~~March 2017, to a non-affiliated third party for a profit~~area.

~~Our principal~~Investing activities are securing acquisition rights to properties, obtaining zoning and other entitlements for the properties, securing financing for the purchase of the properties, improving the properties’ infrastructure and amenities, and selling properties to third parties. Currently all of our property development activities are centered in ~~the~~Development ~~Southern California area.~~Projects

~~Investing~~The Company intends to invest a small portion of its funds and to utilize funds pooled from investors to directly invest in ~~Development~~income-yielding ~~Projects~~properties. The Company will concentrate on investing in properties with long-term leases.

~~The~~We rely on our management’s expertise in identifying ~~Company~~residential ~~intends~~and tocommercial ~~invest~~real aestate ~~small~~assets ~~portion~~within ofour ~~its~~stated ~~funds~~target ~~and~~objectives. toOur ~~utilize~~Management ~~funds~~makes ~~pooled~~investment ~~from~~decisions ~~investors~~based toon various ~~directly~~factors, ~~invest~~including, inrelative ~~income~~value, expected risk-~~yielding~~adjusted returns, current and projected credit fundamentals, current and projected ~~properties.~~macroeconomic ~~The~~considerations, ~~Company~~current ~~will~~and ~~concentrate~~projected onsupply ~~investing~~and indemand, ~~properties~~credit ~~with~~and ~~long-term~~market ~~leases~~risk concentration limits, liquidity, cost of financing and financing availability, as well as maintaining our exemption from registration under the 1940 Act.

~~We rely~~Our ontargeted ~~our~~asset ~~management’s~~classes ~~expertise in identifying residential~~ and ~~commercial~~the ~~real~~principal ~~estate assets within our stated target objectives.~~investments ~~Our~~we ~~Management~~have ~~makes~~made ~~investment decisions based on various factors, including, relative value, expected risk-adjusted returns, current~~ and ~~projected~~expect ~~credit~~to ~~fundamentals,~~make ~~current~~in ~~and~~each ~~projected~~are ~~macroeconomic considerations, current and projected supply and demand, credit and market risk concentration limits, liquidity, cost of financing and financing availability,~~ as ~~well as maintaining our exemption from registration under the 1940 Act.~~follows:

~~Our targeted~~Asset ~~asset~~Class ~~classes~~Principal ~~and~~Investments ~~the~~Residential ~~principal~~Property ~~investments~~● weSingle ~~have~~family ~~made~~attached, Single Family detached, multi-unit, condominiums, townhomes, etc. Partially completed real estate developments, residential, commercial, retail. ● Acquisition and ~~expect~~sale toof ~~make~~vacant inland ~~each~~REO ~~are~~Tape asTransactions ~~follows:~~● Bulk or block acquisitions of single family detached residential units or homes.

~~Asset~~Our ~~Class~~primary ~~Principal~~business ~~Investments~~strategy ~~Residential~~is ~~Property~~to ●seek ~~Single~~out ~~family~~and ~~attached,~~secure real ~~Single~~estate ~~Family~~properties ~~detached,~~that ~~multi-unit,~~may ~~condominiums,~~have ~~townhomes,~~been ~~etc.~~formerly ~~Partially~~subjected ~~completed~~to ~~real~~distressed ~~estate~~financing ~~developments,~~terms ~~residential,~~as ~~commercial,~~a ~~retail~~consequence of recent economic factors. Our ●focus ~~Acquisition~~is ~~and~~on ~~sale~~residential, ofsingle-family ~~vacant~~detached ~~land~~homes ~~REO~~throughout ~~Tape~~Southern ~~Transactions~~California ●made ~~Bulk~~available individually or ~~block~~bulk ~~acquisitions~~transfer from ofvarious ~~single~~private ~~family~~parties ~~detached~~or ~~residential~~financial ~~units~~institutions orseeking ~~homes~~to liquidate non-performing assets.

Our primary business strategy is to seek out and secure real estate properties that may have been formerly subjected to distressed financing terms as a consequence of recent economic factors. Our focus is on residential, single-family detached homes throughout Southern California made available individually or bulk transfer from various private parties or financial institutions seeking to liquidate non-performing assets.2

2Another business strategy is designed to generate a rate of return by acquiring distressed properties (individually or in bulk transaction(s)) for investment purposes and eventual resale. We believe there is a significant market opportunity to acquire discounted real estate assets or in some instances, to lend to or invest with real estate developers and property owners or otherwise participate in real estate related investments where non-traditional financing sources are not available. The current credit crisis and economic environment and the strict underwriting standards and length of time required by traditional sources including banking institutions are often prohibitive.

~~Another business~~Property strategy is designed to generate a rate of return by acquiring distressed properties (individually or in bulk transaction(s)) for investment purposes and eventual resale. We believe there is a significant market opportunity to acquire discounted real estate assets or in some instances, to lend to or invest with real estate developers and property owners or otherwise participate in real estate related investments where non-traditional financing sources are not available. The current credit crisis and economic environment and the strict underwriting standards and length of time required by traditional sources including banking institutions are often prohibitive.Management

~~Property~~In many cases we will manage our own properties and ~~Management~~market our property management service to others. Property management involves most of the following duties

~~In many~~● ~~cases~~Establishes werental ~~will~~rate ~~manage~~by ~~our~~surveying ~~own~~local ~~properties~~rental rates; calculating overhead costs, depreciation, taxes, and ~~market~~profit ~~our~~goals. ● Attracts tenants by advertising vacancies; obtaining referrals from current tenants; explaining advantages of location and services; showing units. ● Contracts with tenants by negotiating leases; collecting security deposit. ● Accomplishes financial objectives by collecting rents; paying bills; forecasting requirements; preparing an annual budget; scheduling expenditures; analyzing variances; initiating corrective action. ● Maintains property ~~management~~by investigating and resolving tenant complaints; enforcing rules of occupancy; inspecting vacant units and completing repairs; planning renovations; contracting with landscaping and snow removal services. ● Maintains building systems by contracting for maintenance services; supervising repairs. ● Secures property by contracting with security patrol service; installing and maintaining security devices; establishing and enforcing precautionary policies and procedures; responding to ~~others~~emergencies. ~~Property~~● ~~management~~Enforces ~~involves~~occupancy ~~most of~~policies ~~the~~and ~~following~~procedures ~~duties~~by confronting violators. ● Prepares reports by collecting, analyzing, and summarizing data and trends.

●We ~~Establishes~~also ~~rental~~intend ~~rate~~to byprovide ~~surveying~~the ~~local~~following ~~rental~~special ~~rates; calculating overhead costs, depreciation, taxes, and profit goals. ● Attracts tenants by advertising vacancies; obtaining referrals from current tenants; explaining advantages of location and~~ services; showing units. ● Contracts with tenants by negotiating leases; collecting security deposit. ● Accomplishes financial objectives by collecting rents; paying bills; forecasting requirements; preparing an annual budget; scheduling expenditures; analyzing variances; initiating corrective action. ● Maintains property by investigating and resolving tenant complaints; enforcing rules of occupancy; inspecting vacant units and completing repairs; planning renovations; contracting with landscaping and snow removal services. ● Maintains building systems by contracting for maintenance services; supervising repairs. ● Secures property by contracting with security patrol service; installing and maintaining security devices; establishing and enforcing precautionary policies and procedures; responding to ~~emergencies.~~our ●third ~~Enforces~~part ~~occupancy policies and procedures by confronting violators. ● Prepares reports by collecting, analyzing, and summarizing data and trends.~~owners:

~~We also~~● ~~intend~~Legal ~~to provide the following special services to our third part owners:~~Services

●– ~~Legal~~Eviction ~~Services~~Coordination – Personal Property Management – Property Inspections

–● ~~Eviction~~Closing ~~Coordination~~— –Title ~~Personal Property Management – Property Inspections~~Services

●– Title Closing —Documents ~~Title~~and ~~Services~~Preparation – Escrow and Closing Coordination – HUD Reviews and Analysis

–● ~~Title Closing Documents and Preparation – Escrow and Closing Coordination – HUD Reviews and Analysis~~Reports

●– Daily, Weekly or Monthly Reporting – Custom Reports – Performance Reports

–● ~~Daily,~~Accounting ~~Weekly~~— ~~or Monthly Reporting – Custom Reports – Performance Reports~~Financial

3– Expenses Report and Management – Expense Tracking – Review and Process Reimbursements

~~● Accounting — Financial~~3

–Sales ~~Expenses Report~~ and ~~Management – Expense Tracking – Review and Process Reimbursements~~Marketing

~~Sales~~We intend to market our properties through real estate brokers and ~~Marketing~~agents coordinated by company marketing personnel. Our marketing efforts will target both international and local buyers and builders. We also look for suitable real estate projects for management and operation.

We intend to market our properties through real estate brokers and agents coordinated by company marketing personnel. Our marketing efforts will target both international and local buyers and builders. We also look for suitable real estate projects for management and operation.Competition

~~Competition~~We believe there are only limited barriers to entry in our business. Current and future competitors may have more resources than we have. Our projects face competition generally from REITs, institutional pension plans and other public and private real estate companies and private real estate investors for the acquisition of properties and for raising capital. In transaction services, we face competition with other real estate firms in the acquisition and disposition of properties, and we also compete with other sponsors of real estate for investors to provide the capital to allow us to make these investments. We also compete against other real estate companies who may be chosen by a broker-dealer as an investment platform instead of us. In management services, we compete with other properties for viable investors for properties. We also believe that our broker dealers compete, or will compete, with institutions that provide or arrange for other types of financing through private or public offerings of equity or debt and from traditional bank financings.

~~We believe~~Real ~~there~~estate ~~are~~development ~~only~~is a ~~limited~~highly ~~barriers~~competitive ~~to entry in our~~ business. ~~Current~~We ~~and~~compete ~~future~~with ~~competitors~~numerous ~~may have more resources than we have. Our projects face competition generally from REITs~~developers, ~~institutional~~builders ~~pension plans~~ and ~~other~~others ~~public and private real estate companies and private real estate investors~~ for the acquisition of ~~properties and for raising capital~~property. InAs ~~transaction services,~~ we ~~face competition~~attempt ~~with~~to ~~other~~expand ~~real~~our ~~estate~~operations ~~firms~~we inwill ~~the~~certainly ~~acquisition~~be ~~and~~competing ~~disposition of properties, and we also compete~~ with other ~~sponsors~~business ofranging ~~real~~from ~~estate for~~large ~~investors~~multinational tocorporations ~~provide the capital~~ to ~~allow~~small usstartup business tosuch ~~make~~as ~~these investments~~ourselves. WeMany ~~also~~of ~~compete~~our ~~against~~competitors ~~other real estate companies who~~ may be ~~chosen~~have bylonger aoperating ~~broker-dealer as an investment platform instead of us. In management services~~histories, webetter ~~compete~~brand ~~with~~recognition ~~other~~and ~~properties~~greater ~~for viable~~financial ~~investors~~resources ~~for~~than ~~properties~~we do. WeTo ~~also~~successfully ~~believe~~compete ~~that~~in our ~~broker dealers compete~~industry, orwe will ~~compete,~~need ~~with institutions that provide or arrange for other types of financing through private or public offerings of equity or debt and from traditional bank financings.~~to:

~~Real estate~~● ~~development~~Ensure isthat ainvestments ~~highly~~in ~~competitive~~our ~~business.~~projects Weare ~~compete~~affordable; ~~with~~● ~~numerous~~That ~~developers,~~we ~~builders~~only ~~and~~invest ~~others~~in ~~for~~properties ~~the~~in ~~acquisition~~well-priced ~~of property.~~locations; As● weThat ~~attempt to expand~~ our ~~operations~~investment westrategy ~~will~~is ~~certainly~~simple ~~be competing with other business ranging from large multinational corporations~~ to ~~small~~understand; ~~startup~~and ~~business~~● ~~such~~That aswe ~~ourselves.~~provide ~~Many~~outstanding ofcustomer ~~our~~service ~~competitors may have longer operating histories, better brand recognition~~ and ~~greater~~rigid ~~financial~~integrity ~~resources than we do. To successfully compete~~ in our ~~industry,~~business ~~we will need to:~~dealings.

●However, ~~Ensure~~there ~~that~~can ~~investments~~be inno assurance ~~our~~that ~~projects~~even ~~are~~if ~~affordable;~~we ●do ~~That~~these things we ~~only~~will ~~invest~~be inable ~~properties~~to incompete ~~well-priced~~effectively ~~locations;~~with ●the ~~That~~other ~~our~~companies ~~investment~~in ~~strategy~~our isindustry. ~~simple~~We tobelieve we ~~understand;~~have ~~and~~the ●required ~~That~~management weexpertise ~~provide~~in ~~outstanding~~sourcing ~~customer~~properties ~~service~~with ~~and~~good ~~rigid~~development ~~integrity~~potential inand ~~our~~affordable ~~business dealings~~price.

~~However, there~~We ~~can~~are becommitted noto ~~assurance~~work and ~~that~~communicate ~~even~~with ifour weinvestors doand ~~these~~sales ~~things~~consultants weto ~~will~~identify betheir ~~able~~goals toand ~~compete~~needs ~~effectively~~which ~~with~~will ~~the~~make ~~other~~it ~~companies~~easier into ~~our~~continually ~~industry.~~provide Wethem ~~believe~~with ~~we have~~ the ~~required~~best ~~management~~products ~~expertise in sourcing properties with good development potential~~ and ~~affordable price~~services.

~~We are~~Government ~~committed to work and communicate with our investors and sales consultants to identify their goals and needs which will make it easier to continually provide them with the best products and services.~~Regulations

~~Government Regulations~~Real Property Development

~~Real~~Land development permits ~~Property~~and ~~Development~~approvals are required to develop real property. These permits and approvals will vary depending on the land that is being developed.

~~Land~~The commercial and residential real estate development ~~permits~~industry is subject to substantial environmental, building, construction, zoning and ~~approvals~~real estate regulations that are ~~required~~imposed toby ~~develop~~various ~~real~~federal, ~~property~~state and local authorities. In developing a community, we must obtain the approval of numerous government agencies regarding such matters as permitted land uses, housing density, the installation of utility services (such as water, sewer, gas, electric, telephone and cable television) and the dedication of acreage for open space, parks, schools and other community purposes. Regulations affect commercial building and homebuilding by specifying, among other things, the type and quality of building materials that must be used, certain aspects of land use and building design and the manner in which homebuilders may conduct their sales, operations, and overall relationships with potential renters and buyers. Furthermore, changes in prevailing local circumstances or applicable laws may require additional approvals, or modifications of approvals previously obtained. These permits and approvals will vary depending on the land ~~that~~ that is being developed.

~~The commercial~~Timing ~~and~~of ~~residential~~the ~~real~~initiation and ~~estate~~completion of development ~~industry~~projects isdepends ~~subject~~upon toreceipt ~~substantial~~of ~~environmental,~~necessary ~~building,~~authorizations ~~construction, zoning~~ and ~~real~~ ~~estate regulations that are imposed by various federal, state and local authorities~~approvals. InBecause ~~developing~~of athe ~~community,~~provisional ~~we must obtain the~~nature ~~approval~~ of ~~numerous~~these ~~government~~approvals ~~agencies~~and ~~regarding~~the ~~such~~concerns ~~matters~~of asvarious ~~permitted~~environmental ~~land~~and ~~uses,~~public ~~housing~~interest ~~density~~groups, the ~~installation~~approval ofprocess ~~utility services~~can ~~(such~~be asdelayed ~~water,~~by ~~sewer,~~withdrawals or ~~gas,~~modifications ~~electric,~~of ~~telephone~~preliminary approvals and ~~cable~~by ~~television)~~litigation and ~~the~~appeals ~~dedication~~challenging ofdevelopment ~~acreage~~rights. ~~for~~Our ~~open~~ability ~~space,~~to ~~parks,~~develop ~~schools~~projects ~~and~~could ~~other~~be ~~community~~delayed ~~purposes.~~or ~~Regulations~~prevented ~~affect~~due ~~commercial~~to ~~building~~litigation ~~and~~challenging ~~homebuilding~~previously byobtained ~~specifying,~~governmental ~~among~~approvals. ~~other~~We ~~things,~~also ~~the~~may ~~type~~be ~~and quality~~subject ofto ~~building~~periodic delays ~~materials~~or ~~that~~may ~~must~~ be ~~used,~~precluded ~~certain~~entirely ~~aspects~~from ofdeveloping ~~land~~in ~~use~~certain ~~and~~communities ~~building~~due ~~design~~to ~~and~~building ~~the~~moratoriums ~~manner~~or in“slow-growth” ~~which homebuilders~~or ~~may~~“no-growth” ~~conduct~~initiatives ~~their~~that ~~sales,~~could ~~operations,~~be ~~and~~implemented ~~overall~~in ~~relationships~~the ~~with potential renters and buyers~~future. ~~Furthermore,~~Such ~~changes~~delays incould ~~prevailing local~~adversely ~~circumstances~~affect orour ~~applicable~~ability ~~laws~~to ~~may~~complete our ~~require~~projects, ~~additional~~significantly ~~approvals,~~increase orthe ~~modifications~~costs of ~~approvals~~doing ~~previously~~so ~~obtained.~~or ~~These~~drive ~~permits and~~potential ~~approvals~~customers ~~will~~to ~~vary~~purchase ~~depending~~competitors’ ~~on the land that is being developed~~products.

4Management Services

~~Timing of~~We ~~the initiation~~ and ~~completion~~our ofbrokers, ~~development projects depends upon receipt of necessary authorizations~~ salespersons and, ~~approvals.~~in ~~Because~~some ofinstances, ~~the provisional~~property ~~nature~~managers ofare ~~these~~regulated ~~approvals~~by ~~and~~ the ~~concerns~~states ofin ~~various~~which ~~environmental~~we ~~and~~do ~~public~~business. ~~interest~~These ~~groups,~~regulations ~~the~~may ~~approval~~include ~~process can~~licensing beprocedures, ~~delayed~~prescribed byprofessional ~~withdrawals~~responsibilities ~~or modifications of preliminary approvals~~ and byanti-fraud ~~litigation and appeals challenging development rights~~provisions. Our ~~ability~~ toactivities ~~develop~~are ~~projects~~also ~~could~~subject ~~be delayed or prevented due~~ to ~~litigation~~various ~~challenging~~local, ~~previously obtained governmental approvals. We~~state, ~~also~~national ~~may~~and beinternational ~~subject~~jurisdictions’ tofair ~~periodic~~advertising, ~~delays~~trade, orhousing ~~may~~and bereal ~~precluded~~estate ~~entirely~~settlement ~~from~~laws ~~developing~~and inregulations ~~certain~~and ~~communities due to building moratoriums~~are oraffected ~~“slow-growth”~~by orlaws ~~“no-growth”~~and ~~initiatives~~regulations ~~that~~relating ~~could be implemented in the future. Such delays could adversely affect our ability~~ to ~~complete~~real ~~our~~estate ~~projects,~~and ~~significantly~~real ~~increase~~estate ~~the~~finance ~~costs~~and ~~of doing so or drive potential customers to purchase competitors’ products~~development.

~~Management Services~~4

~~We and~~Environmental our brokers, salespersons and, in some instances, property managers are regulated by the states in which we do business. These regulations may include licensing procedures, prescribed professional responsibilities and anti-fraud provisions. Our activities are also subject to various local, state, national and international jurisdictions’ fair advertising, trade, housing and real estate settlement laws and regulations and are affected by laws and regulations relating to real estate and real estate finance and development.Compliance

~~Environmental~~Federal, state and local ~~Compliance~~laws and regulations impose environmental zoning restrictions, use controls, disclosure obligations and other restrictions that impact the management, development, use or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities with respect to some properties. If transactions in which we are involved are delayed or abandoned as a result of these restrictions, our business could be adversely affected. In addition, a failure by us to disclose environmental concerns to potential investors or third-party buyers of the developed property may subject our company to liability and may adversely impact our business or cause us to incur costs for cleanup of hazardous substances or wastes or other environmental liabilities.

~~Federal, state~~Various ~~and~~environmental ~~local~~ laws and regulations also can impose ~~environmental~~liability ~~zoning~~for ~~restrictions,~~the ~~use~~costs ~~controls,~~of ~~disclosure~~investigating ~~obligations~~or ~~and~~remediating ~~other~~hazardous ~~restrictions~~or toxic substances at sites currently ~~that~~or ~~impact~~formerly ~~the~~owned ~~management,~~or ~~development,~~operated ~~use~~by a party, or ~~sale~~at ofoff-site ~~real~~locations ~~estate.~~to ~~Such~~which ~~laws~~such ~~and~~party ~~regulations~~sent ~~tend~~wastes tofor ~~discourage~~disposal. ~~sales~~As ~~and~~a ~~leasing~~property ~~activities~~manager, ~~with~~we ~~respect~~could tobe ~~some~~held ~~properties.~~liable Ifas ~~transactions~~an inoperator ~~which~~for any such contamination; even if the original activity was legal and we ~~are~~had ~~involved~~no ~~are~~knowledge ~~delayed~~of, or did not cause, the release or ~~abandoned~~contamination. asFurther, abecause ~~result~~liability under some of these ~~restrictions~~laws is joint and several, ~~our~~ ~~business~~we could be held ~~adversely~~responsible ~~affected.~~for Inmore ~~addition~~than our share, aor ~~failure~~even byall, usof tothe ~~disclose~~costs ~~environmental~~for ~~concerns~~such tocontaminated ~~potential~~site ~~investors~~if orthe ~~third-party~~other responsible parties are unable ~~buyers~~to ofpay. Similarly, we are generally obliged, under the ~~developed~~debt ~~property~~financing ~~may~~arrangements ~~subject~~on ~~our~~the ~~company~~properties owned by us, to ~~liability~~provide an indemnity to the lenders for environmental liabilities and ~~may~~to ~~adversely~~remediate ~~impact~~any ~~our~~environmental ~~business~~problems orthat ~~cause~~might usarise. toInsurance ~~incur~~for ~~costs~~these matters ~~for~~may ~~cleanup~~not ofalways ~~hazardous~~be ~~substances~~available, or ~~wastes~~sufficient orto ~~other~~cover ~~environmental~~our ~~liabilities~~losses.

Various environmental laws and regulations also can impose liability for the costs of investigating or remediating hazardous or toxic substances at sites currently or formerly owned or operated by a party, or at off-site locations to which such party sent wastes for disposal. As a property manager, we could be held liable as an operator for any such contamination; even if the original activity was legal and we had no knowledge of, or did not cause, the release or contamination. Further, because liability under some of these laws is joint and several, we could be held responsible for more than our share, or even all, of the costs for such contaminated site if the other responsible parties are unable to pay. Similarly, we are generally obliged, under the debt financing arrangements on the properties owned by us, to provide an indemnity to the lenders for environmental liabilities and to remediate any environmental problems that might arise. Insurance for these matters may not always be available, or sufficient to cover our losses.Employees

~~Employees~~Currently the Company has 1 employee, Mr. Liang, the President/CEO of the Company, who devotes approximately 100% of his time to the business of the Company.

~~Currently the~~Reports ~~Company has 1 employee, Mr. Liang, the President/CEO of the Company, who devotes approximately 100% of his time~~ to ~~the~~Security ~~business of the Company.~~Holders

~~Reports~~The Company’s documents tofiled ~~Security~~with ~~Holders~~the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001687919.

~~The Company’s~~Item ~~documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D~~1A.C. ~~Copies~~Risk ~~of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N~~Factors.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001687919.

~~Item 1A.~~Not ~~Risk~~applicable ~~Factors.~~to smaller reporting companies

~~Not applicable~~Item to1B. ~~smaller~~Unresolved ~~reporting~~Staff ~~companies~~Comments.

~~Item 1B. Unresolved Staff Comments.~~None

~~None~~Item 2. Properties.

~~Item~~The Company’s subsidiary, Legend LP owns 100% 2of Mission Marketplace, a grocery anchored shopping center locates at 6240 Mission Boulevard in Jurupa Valley, California. ~~Properties~~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.

~~The Company’s~~Item ~~subsidiary, Legend LP owns 100% of Mission Marketplace, a grocery anchored shopping center locates at 6240 Mission Boulevard in Jurupa Valley, California~~3. ~~The~~Legal ~~Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4~~Proceedings.~~51acre site.~~

~~Item~~On December 8, 2017, the Company entered into a lease 3agreement with Puente Hills Business Center II, L.P. ~~Legal~~(“PHBC-II”) ~~Proceedings~~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 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. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

On ~~December~~ 8May 23, ~~2017~~2023, ~~the~~Legend ~~Company~~International ~~entered into a lease agreement with Puente Hills Business Center II~~Investment, L LP.P. (“~~PHBC-II~~Legend LP”) ~~for a lease term of forty-eight months,~~ and ~~which~~Forge ~~was~~Innovation ~~scheduled~~Development toCorp. ~~expire~~(the on“Company”) ~~January~~were ~~14,~~added ~~2022,~~as atdefendants ~~monthly~~in ~~rent~~a ~~of $4,962, subject to increase.~~derivative Oncase orassociated ~~about~~with ~~September 29, 2020,~~ the ~~Company~~case#: ~~vacated the premises~~CVRI2104400. On ~~October~~December 229, ~~2020~~2024, ~~PHBC-II filed a lawsuit against~~ the ~~Company~~Riverside ~~and its~~Superior ~~guarantor,~~Court ~~Mr. Liang. The Company has retained legal counsel to address~~ (the ~~matter and the~~ “Court”) ~~has~~granted ~~rescheduled the trial date from~~Matthew ~~January~~Taylor ~~31,~~as ~~2023~~receiver toof ~~April~~Legend ~~18,~~LP ~~2023, and then again rescheduled~~ to ~~June~~assume ~~14,~~control ~~2023.~~Legend OnLP ~~July 14, 2023, the Company reached a settlement with PHBC-II~~ and ~~agreed~~ to ~~pay~~manage ~~rent~~Legend ofLP’s ~~$100,000~~finances. ~~and~~As ~~rent deposit~~ of ~~$13,953~~December ~~became nonrefundable. During the year ended Decembe~~ 31, ~~2023~~2024, Legend ~~the~~LP ~~Company~~was ~~recognized~~under ~~settlement~~receivership ~~loss~~ordered ofby ~~$30,883 which is included in other income (expense), net, on~~ the ~~consolidated statement of operations~~Court. AsFrom ofJanuary ~~December~~to ~~31,~~March ~~2023,~~2025 ~~the~~resulted ~~Company~~from ~~had~~receivership ~~$80~~ordered,~~588~~ inall tenants’ rent ~~payable~~were paid to ~~PHBC-II,~~the ~~with~~receiver’s ~~$40,588~~bank ~~within one year and $40,000 due after one year~~account.

~~Item~~Legend LP filed a motion to set aside the 4receivership on February 28th, 2025, and successfully suspending the receivership on March 17, 2025. ~~Mine~~The ~~Safety~~receiver ~~Disclosures~~is in the process of winding down the receivership, which is estimated to take 30 days. 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 court-appointed receiver and will be returned to Legend LP, subject to any amounts that may have been spent. The receiver is currently in the process of finalizing the accounting, which is expected to take approximately 30 days. As of the date of this disclosure, 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.

~~None~~On March 3, 2025, Plaintiff Xinyi Guo initiated legal proceedings against multiple Defendants, including Legend International Investment LP. As of April 14, 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.

5Item 4. Mine Safety Disclosures.

~~PART II~~None.

~~Item~~ 5~~. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~

~~Market Information~~PART II

~~Because of~~Market these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.Information

OnThere has only been limited trading for the Company’s ~~August~~Common 31Stock since it began trading on September 25, 2018. There is no assurance that an active trading market will ever develop or, ~~our~~if such ~~common~~a ~~stock~~market ~~was~~does ~~approved~~develop, ~~for~~that ~~quotation~~it onwill ~~the~~continue. ~~OTCQB~~The ~~Markets~~Securities ~~under~~and Exchange Commission has adopted Rule 15g-9 which establishes the definition ~~symbol~~of a “~~FGNV~~penny stock,”. ~~The~~for ~~OTC~~purposes ~~Markets~~relevant to the Company, as any equity security that has a market price of less isthan $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a ~~regulated~~penny ~~quotation~~stock, ~~service~~unless exempt, the rules require: (i) that ~~displays~~a ~~real-time~~broker ~~quotes,~~or ~~last-sale~~dealer ~~prices~~approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity ~~volume~~of ~~information~~the penny stock to be purchased. In order to approve a person’s account for transactions in ~~over-~~penny stocks, the~~-counter~~ ~~equity~~broker ~~securities.~~or ~~The~~dealer ~~OTC~~must ~~Markets~~(i) ~~securities~~obtain ~~are~~financial ~~traded~~information byand ainvestment ~~community~~experience and objectives of ~~market~~the ~~makers~~person and (ii) make a reasonable determination that ~~enter~~the ~~quotes~~transactions in penny stocks are suitable for that person and ~~trade~~that ~~reports.~~person ~~This~~has ~~market~~sufficient isknowledge and experience in financial ~~limited~~matters to be capable of evaluating the risks of transactions in ~~comparison~~penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the ~~national~~Commission relating to the penny stock ~~exchanges~~market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and ~~any~~(ii) ~~prices~~that ~~quoted~~the ~~may~~broker ~~not~~or bedealer received a ~~reliable~~signed, written ~~indication~~agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the ~~value~~broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of ~~our~~fraud ~~common~~in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~On April~~Because ~~15,~~of ~~2024~~these regulations, ~~the~~broker-dealers ~~closing~~may ~~price~~encounter difficulties in their attempt to buy or sell shares of our common stock, ~~reported~~which onmay affect the ~~OTCQB~~ability ~~Markets~~of ~~was~~our ~~$1.26~~shareholders ~~per~~to ~~share.~~sell ~~The~~their shares ~~following~~in ~~table~~the ~~sets~~secondary ~~forth, for~~market ~~each~~and have the effect of reducing the ~~quarterly~~level ~~periods~~of ~~indicated,~~trading activity in the ~~high~~secondary market. These additional sales practice and ~~low~~disclosure ~~closing~~requirements ~~prices~~could impede the sale of our common stock in the market place. In addition, asthe ~~reported~~liquidity onfor our common stock may be decreased, with a corresponding decrease in the ~~OTCQB~~price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

Fiscal 2021	Low		High
First Quarter	$	1.50	$	5.00
Second Quarter	$	1.00	$	5.00
Third Quarter	$	2.01	$	4.25
Fourth Quarter	$	1.00	$	3.26

On August 31, 2018, our common stock was approved for quotation on the OTCQB Markets under the symbol “FGNV”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our common stock.

Fiscal 2022	Low		High
First Quarter	$	0.99	$	1.00
Second Quarter	$	0.99	$	1.32
Third Quarter	$	1.10	$	1.32
Fourth Quarter	$	1.10	$	1.10

On April 15, 2025, the closing price of our common stock reported on the OTCQB Markets was $0.10 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low closing prices of our common stock, as reported on the OTCQB.

Fiscal 2023	Low		High
Fiscal 2021	Low		High
First Quarter	$	1.1050	$	15.1000
Second Quarter	$	01.7500	$	15.1000
Third Quarter	$	02.7501	$	04.7625
Fourth Quarter	$	01.7600	$	13.26

Fiscal 2024	Low		High
Fiscal 2022	Low		High
First Quarter through April 15, 2024	$	1.26	$	1.26
First Quarter	$	0.99	$	1.00
Second Quarter	$	0.99	$	1.32
Third Quarter	$	1.10	$	1.32
Fourth Quarter	$	1.10	$	1.10

Fiscal 2023	Low		High
First Quarter	$	1.10	$	1.10
Second Quarter	$	0.75	$	1.10
Third Quarter	$	0.75	$	0.76
Fourth Quarter	$	0.76	$	1.26

Holders

Fiscal 2024	Low		High
First Quarter	$	1.26	$	1.26
Second Quarter	$	1.26	$	1.26
Third Quarter	$	0.80	$	1.26
Fourth Quarter	$	0.80	$	0.80

There are approximately 53 beneficial holders of the Company’s Common Stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.

Fiscal 2025	Low		High
First Quarter	$	0.10	$	0.80
April 1^st through April 15^th	$	0.10	$	0.10

~~Dividends~~6

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.Holders

~~Securities~~There are approximately 53 beneficial holders of the ~~Authorized~~Company’s ~~under~~Common ~~Equity~~Stock. ~~Compensation~~This ~~Plans~~figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.

~~We do not have any equity compensation plans.~~Dividends

~~Securities~~We have not declared any cash dividends on our common ~~Currently~~stock ~~Outstanding~~since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

	●	Our Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, of which 50,389,011 shares were issued and outstanding, as of April 15, 2024.
	●	Our Certificate of Incorporation authorizes us to issue up to 50,000,000 shares of preferred stock with no share issued and outstanding as of April 15, 2024.

Securities Authorized under Equity Compensation Plans

~~Repurchases of~~2023 Equity ~~Securities~~Incentive Plan

~~None~~On June 15, 2023, the Board of the Company adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of Common Stock, $0.0001 par value, of the Company (“Common Stock”) on terms determined under this plan (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the Company can issue up to 5,000,000 shares of common stocks of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

~~Reports~~On June 26, 2023, the Company granted a total of 2,800,000 shares of common stock of the Company to ~~Stockholders~~four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The fair value of the shares granted was valued in the amount of $1,960,000 (i.e. $0.7 per share) at the grant date. For the year ended December 31, 2024 and 2023, the Company recognized share-based compensation in the amount of $928,986 and $1,031,014, respectively.

~~We are~~As ~~currently~~of ~~subject~~December to31, ~~the~~2024 ~~information~~ and ~~reporting~~2023, ~~requirements of~~ the ~~Securities~~Company’s common ~~Exchange~~stock ~~Act~~issuable ofunder ~~1934~~the ~~and~~2023 ~~will~~Equity ~~continue~~Incentive toPlan ~~file periodic~~totaled ~~reports~~2,200,000 ~~and other information with the SEC~~shares.

~~Transfer Agent~~Securities Currently Outstanding

West Coast Stock Transfer, Inc., located at 721 N. Vulcan Ave. 1st FL, Encinitas, CA 92024 is the transfer agent for the Company’s common stock. Their telephone number is (619)-664-4780.

	●	Our Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, of which 50,389,011 shares were issued and outstanding, as of April 15, 2025.

	●	Our Certificate of Incorporation authorizes us to issue up to 50,000,000 shares of preferred stock with no share issued and outstanding as of April 15 2025.

~~Recent Sales~~Repurchases of ~~Unregistered~~Equity Securities

None.

~~Repurchase of~~Reports ~~Equity~~to ~~Securities~~Stockholders

~~None~~We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC.

~~Additional Information~~Transfer Agent

~~We are~~West aCoast ~~reporting~~Stock ~~issuer~~Transfer, ~~subject to the Securities Exchange Act of 1934~~Inc. ~~Our Quarterly Reports~~, ~~Annual~~located ~~Reports,~~at ~~and~~721 ~~other filings can~~N. beVulcan ~~obtained~~Ave. ~~from~~Suite ~~the SEC’s Public Reference Room at 100 F Street~~106, ~~NE.~~Encinitas, ~~Washington,~~CA DC92024 ~~20549,~~is onthe ~~official~~transfer ~~business~~agent ~~days~~for ~~during~~ the ~~hours~~ ofCompany’s 10common astock.m. toTheir 3telephone ~~p.m.~~number ~~You~~is ~~may also obtain information on the operation of the Public Reference Room by calling the Commission at 1~~(619)-~~800~~664-~~SEC-0330~~4780. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

7Recent Sales of Unregistered Securities

~~Item 6~~None. ~~Selected financial Data.~~

~~Not required~~Repurchase ~~under~~of ~~Regulation~~Equity ~~S-K for “smaller reporting companies.”~~Securities

~~Item 7~~None. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operation.~~

~~This 10−K~~Additional 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 audited 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.Information

~~Overview~~We are a reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

Forge Innovation Development Corp., or 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, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change the Company’s name to Forge Innovation Development Corp. 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.7

~~On August~~Item ~~17, 2020, the Company established a wholly-owned subsidiary, Forge Network Inc, in the State of California~~6. AsSelected offinancial ~~December 31, 2023, we have not generated any income from the subsidiary yet due to our business strategy adjustment~~Data.

~~On March~~Not ~~24,~~required ~~2023,~~under ~~pursuant~~Regulation 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, oneS-~~story~~K ~~and~~for ~~one,~~smaller ~~two-story buildings containing 48,722 total square foot of gross leasable area situated~~reporting ~~on a 4~~companies.~~51acre site.~~

~~A relative~~Item ~~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~~7. 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 LPManagement’s ~~approximate net~~Discussion ~~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)~~Analysis ~~the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing~~ of ~~the~~Financial ~~acquisition,~~Condition ~~the Company will own 51% of Legend LP~~ and ~~the~~Results ~~Seller will own 15%~~ of ~~Legend LP~~Operation.

~~Results~~This 10−K contains forward-looking statements. Our actual results could differ materially from those set forth as a result of ~~Operation~~general ~~for~~economic conditions and changes in the ~~years~~assumptions used ~~ended~~in ~~December~~making ~~31,~~such ~~2023~~forward-looking statements. The following discussion and ~~2022~~analysis of our financial condition and results of operations should be read together with the audited 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.

For the year ended December 31, 2023, we had total revenue of $438,474, as compared to $122,604 for the year ended December 31, 2022, an increase of $315,870 or 258%. The increase was mainly due to the acquisition of Legend LP in the first quarter of 2023.Overview

~~For~~Forge Innovation Development Corp., or the “Company”, was initially incorporated in the ~~year~~State ~~ended~~of ~~December~~Nevada 31on January 15, ~~2023~~2016 under the name of You-Go enterprises, weLLC ~~had~~(the ~~property~~“Company ~~management~~Predecessor”). On ~~income~~November 3, 2016, the Company filed an amendment to its Articles of ~~$45~~Incorporation in the State of Nevada to change the Company’s name to Forge Innovation Development Corp. The Company’s primary objective is commercial and residential land development,~~000~~ including the purchase and sale of real estate, astargeting ~~compared~~properties primarily in Southern California. We also intend to ~~$122~~manage properties we own,~~604~~ and ~~for~~properties ~~the~~owned ~~year~~by ~~ended~~unaffiliated ~~December~~third 31parties. Our activities will include securing acquisition rights to properties, obtaining zoning ~~2022~~and other entitlements for the properties, asecuring ~~decrease~~financing for purchase of ~~$77~~the properties,~~604~~ improving the properties’ infrastructure and amenities and selling the properties to homeowner and commercial owners for restaurants, offices and small businesses. ~~The~~Our ~~decrease~~first property acquisition was ~~mainly~~29 ~~due~~acres toin the ~~acquisition~~city of ~~Legend~~Desert ~~LP,~~Hot ~~which~~Springs ~~eliminated~~in Southern California. Due to ~~recognize~~problems ~~property~~with ~~management~~permits and adjacent landowners, ~~income~~rather ~~from~~than ~~Legend~~getting LPinvolved asin ~~intercompany~~protracted ~~transaction~~negotiations, ~~for~~the Company sold the ~~year~~property ~~ended~~to ~~December~~an ~~31,~~independent ~~2023~~third party for a profit.

~~For the~~On ~~year~~August ~~ended December 31~~17, ~~2023~~2020, the Company ~~had~~established ~~total~~a ~~rent~~wholly-owned subsidiary, ~~income~~Forge ~~generated~~Network ~~by Legend LP of $393~~Inc,~~474~~ asin ~~compared~~the toState ~~$nil~~of ~~during~~California. ~~the year~~As ~~ended~~of December 31, ~~2022~~2023, anwe ~~increase~~have ofnot ~~$393,474,~~generated orany ~~100%.~~income ~~The~~from ~~increase~~the ~~was~~subsidiary yet ~~mainly~~due ~~resulted~~to ~~from~~our ~~the~~business ~~acquisition~~strategy ~~of Legend LP~~adjustment.

~~During the~~On ~~years~~March ~~ended December 31~~24, 2023, ~~and~~pursuant ~~2022,~~to ~~the~~an ~~Company~~Asset ~~incurred~~Purchase ~~general~~Agreement between ~~and~~Forge ~~administrative~~Innovation ~~expenses~~Development ofCorp. ~~$234,596~~(the “Company” or the “Buyer”) and ~~$112~~Legend Investment Management,~~016,~~ ~~respectively.~~LLC ~~During~~(“Legend LLC” or the ~~same~~“Seller”), ~~period~~the Company acquired 77.3% of ~~2022~~Legend ~~and~~LLC’s ~~2023~~66% ownership of Legend International Investment, ~~the~~LP ~~depreciation~~(“Legend ~~expense~~LP”). ~~increased~~Legend ~~from~~LP ~~$15,621~~owns to100% ~~$252,193,~~of ~~and~~Mission ~~property~~Marketplace; ~~operating~~a ~~expense~~grocery anchored shopping center (the “Property”) ~~increased~~located ~~from~~at ~~$nil~~6240 toMission ~~$114~~Boulevard in Jurupa Valley,~~808~~ California. The ~~increases~~Property incontains ~~expenses~~two, ~~are~~one-story ~~mainly~~and ~~due~~one, totwo-story ~~the~~buildings ~~acquisition~~containing 48,722 oftotal ~~Legend~~square ~~LP,~~foot ~~which~~of ~~leads~~gross ~~more~~leasable ~~depreciation expenses~~area ~~and~~situated ~~property~~on ~~operating~~a ~~related~~4.51acre ~~expenses~~site.

~~During~~ A relative of the ~~years~~President ~~ended~~of ~~December~~the ~~31,~~Company ~~2023~~has ~~and~~significant influence ~~2022~~of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company ~~had~~acquired 51% interest ~~expense~~of Legend LP from Legend LLC in exchanged for 1,967,143 ~~net~~common stocks of the Company, valued at $~~466~~0.70 per share for a total purchase price of $1,~~640~~377,000, ~~and~~which equals 51% of Legend LP’s approximate net value of $~~nil~~2,700,000 ~~occurred~~based ~~from~~on (1) the ~~loans~~Property’s valuation ofappraisal 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, ~~respectively~~2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

~~During~~ Results of Operation for the years ended December 31, ~~2023~~2024 and ~~2022, the Company had gain on bargain purchase of $487,688 and $nil on the acquisition of Legend LP, respectively.~~2023

For the ~~years~~year ended December 31, ~~2023 and 2022~~2024, ~~the~~we ~~Company~~ had ~~share-based~~total revenue ~~compensation~~ of $1668,~~031~~339,~~014~~ ~~and~~as compared to $~~nil~~438,474 ~~respectively.~~for ~~The~~the ~~increase is~~year ~~due~~ended toDecember ~~the~~31, ~~adoption~~2023, an increase of ~~2023~~$229,865 ~~Equity~~or ~~Incentive~~52%. ~~Plan~~The ~~and~~increase ~~the~~was ~~issuance~~mainly due ofto ~~2,800,000~~the ~~shares~~acquisition of ~~common~~Legend ~~stocks~~LP ~~under~~in the ~~plan~~first toquarter ~~the~~of ~~Company’s~~ 2023 ~~Equity~~and ~~Incentive~~more ~~Plan~~units became available during 2024.

~~Equity~~For the year ended December 31, 2024, we had property ~~and~~management ~~Capital~~income ~~Resources~~of $nil, as compared to $45,000 for the year ended December 31, 2023, a decrease of $45,000. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction after the first quarter of 2023.

~~We have~~For ~~incurred~~the ~~losses~~year ~~since~~ended ~~inception of our business in 2016 and, as of~~ December 31, ~~2023~~2024, wethe Company had antotal ~~accumulated~~rent ~~deficit~~income ofgenerated ~~$2,485,934. As~~by ofLegend ~~December~~LP ~~31,~~of ~~2023~~$668,339 weas ~~had~~compared ~~cash~~to of $4393,~~892~~474 ~~and~~during athe ~~negative~~year ~~working~~ended ~~capital~~December ~~of $482~~31,~~138,~~ ~~compared to cash of $11~~2023,~~734~~ ~~and~~an ~~a working~~increase ~~capital deficit~~ of $~~140~~274,~~204 on December 31~~865, ~~2022~~or 70%. The increase ~~in the working capital deficit~~ was ~~primarily~~mainly due to ~~cash~~the ~~used~~acquisition toof ~~pay~~Legend ~~for operating~~LP ~~expenses,~~in ~~acquisition~~the first quarter of ~~property~~2023 and ~~equipment,~~more units became available and ~~repayment~~leased ofout ~~loans~~during 2024.

8During the years ended December 31, 2024 and 2023, the Company incurred general and administrative expenses of $302,565 and $234,596, respectively. The depreciation expense increased from $239,816 to $318,696, and property operating expense increased from $114,808 to $137,727. The increases in expenses are mainly due to the increased operations.

~~Going~~During the years ended December 31, 2024 and 2023, ~~Concern~~the ~~Assessment~~Company had interest expense, net of $502,347 and $466,640 occurred from the loans of Legend LP, respectively.

~~The Company~~During ~~demonstrates~~the ~~adverse~~years ~~conditions~~ended ~~that~~December ~~raise~~31, ~~substantial~~2024 ~~doubt~~and ~~about~~ 2023, the Company’s ~~ability~~had togain ~~continue~~on asbargain apurchase ~~going~~of ~~concern. These~~$nil ~~adverse~~and ~~conditions are negative financial trends~~$487,688 ~~specifically~~on ~~cash~~the ~~outflow~~acquisition ~~from~~of ~~operating~~Legend ~~activities~~LP, ~~operating losses, accumulated deficit and other adverse key financial ratios~~respectively.

~~Management’s plan~~For ~~to alleviate~~ the ~~substantial~~years ~~doubt~~ended ~~about~~December ~~the~~31, ~~Company’s~~2024 ~~ability~~and to2023, ~~continue~~the Company ashad ashare-based ~~going~~compensation ~~concern~~of ~~include~~$928,986 ~~attempting~~and to$1,031,014, ~~improve its~~respectively. ~~business~~The ~~profitability,~~change ~~its~~is ~~ability~~due to ~~generate~~the ~~sufficient~~adoption ~~cash~~of ~~flow~~2023 ~~from~~Equity ~~its~~Incentive Plan ~~operations~~ and ~~execute~~ the ~~business~~issuance ~~plan~~ of ~~the Company in order to meet its operating needs on a timely basis. However~~2,800,000 ~~there~~shares ~~can~~of becommon nostocks ~~assurance~~under ~~that~~the ~~these~~plan ~~plans and arrangements will be sufficient~~ to ~~fund~~ the Company’s ~~ongoing~~2023 ~~capital~~Equity ~~expenditures~~Incentive ~~and other requirements~~Plan.

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.8

~~Off-Balance Sheet~~Equity ~~Arrangements~~and Capital Resources

We have noincurred ~~off-balance~~losses ~~sheet~~since ~~arrangements~~inception ~~that~~of ~~have~~our orbusiness in ~~are~~2016 ~~reasonably~~and, ~~likely~~as toof ~~have~~December a31, ~~current~~2024, orwe ~~future~~had ~~effect~~an onaccumulated ~~our~~deficit ~~financial~~of ~~condition~~$3, ~~changes~~754,427. inAs ~~financial~~of ~~condition~~December 31, ~~revenues~~2024, orwe ~~expenses~~had cash of $32,403 ~~results~~and a negative working capital of ~~operations~~$1,174,511, ~~liquidity~~compared to cash of $4,892 ~~capital~~and ~~expenditures~~a orworking capital ~~resources~~deficit ~~that~~of $482,138 on December 31, 2023. The isincrease ~~material~~in the working capital deficit was primarily due to ~~stockholders~~cash used to pay for operating expenses, acquisition of property and equipment, and repayment of loans.

~~Critical Accounting~~Going ~~Policies~~Concern Assessment

The ~~consolidated~~ ~~financial statements of the~~ Company ~~have~~demonstrates ~~been~~adverse ~~prepared~~conditions inthat ~~accordance with accounting principles generally accepted in the~~raise ~~United~~substantial ~~States.~~doubt ~~The~~about ~~preparation of these consolidated financial statements requires making estimates and judgments that affect~~ the ~~reported amounts~~Company’s ofability ~~assets,~~to ~~liabilities,~~continue ~~revenues~~as ~~and~~a ~~expenses,~~going ~~and related disclosure of contingent assets and liabilities~~concern. ~~The~~These ~~estimates~~adverse ~~are based~~conditions ~~on historical experience and on various other assumptions that~~ are ~~believed~~negative tofinancial ~~be reasonable under the circumstances~~trends, ~~the results~~ ofspecifically ~~which~~cash ~~form~~outflow ~~the~~from ~~basis~~operating ofactivities, ~~making~~operating ~~judgments~~losses, ~~about~~accumulated ~~the~~deficit ~~carrying values of assets~~ and ~~liabilities that are not readily apparent from~~ other ~~sources.~~ ~~Actual~~adverse ~~results~~key ~~may~~financial ~~differ from these estimates under different assumptions or conditions~~ratios.

~~The~~Management’s plan to alleviate the substantial ~~critical~~doubt ~~accounting~~about ~~policies~~the ~~are~~Company’s ~~discussed~~ability into ~~further~~continue ~~detail~~as ina ~~the~~going ~~notes~~concern include attempting to ~~the~~improve ~~audited~~its ~~consolidated~~business ~~financial~~profitability, ~~statements~~its ~~appearing~~ability ~~elsewhere~~to ingenerate ~~this~~sufficient ~~report.~~cash ~~Management~~flow ~~believes~~from ~~that~~its operations and execute the ~~application~~business plan of ~~these~~the ~~policies~~Company in order to meet its operating needs on a ~~consistent~~timely basis. ~~enables~~However, usthere tocan ~~provide~~be ~~useful~~ no assurance that these plans and ~~reliable~~arrangements ~~financial~~will ~~information~~be ~~about~~sufficient ~~our~~to ~~operating~~fund ~~results~~the Company’s ongoing capital expenditures and ~~financial~~other ~~condition~~requirements.

~~Item~~The consolidated financial statements do not include ~~7A.~~any ~~Quantitative~~adjustments relating to the recoverability and ~~Qualitative~~classification ~~Disclosures~~of ~~about~~recorded ~~Market~~assets, ~~Risk~~or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

~~Not required under Regulation S~~Off-KBalance ~~for~~Sheet ~~“smaller reporting companies.”~~Arrangements

~~Item~~We have no off-balance sheet arrangements that have 8.or ~~Consolidated~~are ~~Financial~~reasonably ~~Statements~~likely ~~and~~to ~~Supplementary~~have ~~Data~~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.

~~Our audited~~Critical ~~consolidated~~Accounting ~~financial statements are set forth in this Annual Report beginning on page F-3.~~Policies

9The 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.

~~FRORGE~~The critical accounting policies are discussed in ~~INNOVATION~~further ~~DEVELOPMENT~~detail ~~CORP~~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.

~~INDEX TO~~Item ~~CONSOLIDATED~~7A. ~~FINANCIAL~~Quantitative ~~STATEMENTS~~and Qualitative Disclosures about Market Risk

Report of Independent Registered Public Accounting Firm (PCAOB ID#2485)	F-2
Consolidated Balance Sheets, December 31, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022	F-4
Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Changes in Shareholders’ (Equity) Deficit for the Years ended December 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-7

Not required under Regulation S-K for “smaller reporting companies”.

~~F-1~~Item 8. Consolidated Financial Statements and Supplementary Data

~~Report~~Our audited consolidated financial statements are ofset ~~Independent~~forth ~~Registered~~in ~~Public~~this ~~Accounting~~Annual ~~Firm~~Report beginning on page F-3.

~~Shareholders and Board of Directors~~9

~~Forge Innovation~~FRORGE ~~Development~~INNOVATION ~~Corp~~DEVELOPMENT CORP.

~~Jurupa Valley,~~INDEX ~~California~~TO CONSOLIDATED FINANCIAL STATEMENTS

Opinion on the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID#2485)	F-2

Consolidated Balance Sheets, December 31, 2024 and 2023	F-3

Consolidated Statements of Operations for the Years ended December 31, 2024 and 2023	F-4

Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023	F-5

Consolidated Statements of Changes in Shareholders’ (Equity) Deficit for the Years ended December 31, 2024 and 2023	F-6

Notes to Consolidated Financial Statements	F-7

We have audited the accompanying consolidated balance sheets of Forge Innovation Development Corp. and subsidiary (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operation, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.F-1

~~Substantial Doubt~~Report ~~About~~of ~~the~~Independent ~~Company’s~~Registered ~~Ability~~Public ~~to Continue as a Going Concern~~Accounting Firm

~~The accompanying~~Shareholders consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and ~~has~~Board ~~stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation~~ of the events and conditions and management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.Directors

~~Basis for~~Forge ~~Opinion~~Innovation Development Corp.

~~These consolidated~~Jurupa ~~financial~~Valley, statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.California

~~We conducted~~Opinion our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the ~~effectiveness~~Consolidated ofFinancial ~~the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Statements

~~Our~~We have audited the accompanying consolidated balance ~~audits~~sheets ~~included~~of ~~performing~~Forge ~~procedures~~Innovation toDevelopment ~~assess~~Corp. ~~the~~and ~~risks~~subsidiary of(the ~~material~~“Company”) ~~misstatement~~as of ~~the~~December ~~consolidated~~31, ~~financial~~2024 ~~statements~~and 2023, ~~whether~~the related ~~due~~consolidated tostatements ~~error~~of oroperation, ~~fraud~~stockholders’ equity, and ~~performing~~cash ~~procedures~~flows ~~that~~for ~~respond~~each toof ~~those~~the ~~risks.~~two ~~Such~~years ~~procedures~~in ~~included~~the ~~examining,~~period onended aDecember 31, ~~test basis~~2024, ~~evidence regarding~~and the ~~amounts~~related ~~and~~notes. ~~disclosures~~In inour opinion, the consolidated financial statements. ~~Our~~present ~~audits~~fairly, ~~also~~in ~~included~~all ~~evaluating~~material respects, the ~~accounting principles~~financial ~~used~~position ~~and~~of ~~significant~~the ~~estimates~~Company ~~made~~at byDecember ~~management~~31, as2024 ~~well~~and as2023, ~~evaluating~~and the ~~overall~~results ~~presentation~~of its operations and its cash flows for each of the ~~consolidated~~two ~~financial statements.~~years Wein ~~believe~~the ~~that~~period ~~our~~ended ~~audits~~December ~~provide~~31, a2024, ~~reasonable~~in ~~basis~~conformity ~~for~~with ~~our~~accounting ~~opinion~~principles generally accepted in the United States of America.

~~Critical~~Substantial Doubt About the Company’s Ability ~~Audit~~to ~~Matter~~Continue as a Going Concern

The accompanying consolidated financial ~~critical~~statements ~~audit~~have ~~matter~~been ~~communicated~~prepared ~~below~~assuming isthat the Company will continue as a ~~matter~~going ~~arising~~concern. ~~from~~As ~~the~~described ~~current~~in ~~period~~Note ~~audit~~3 ofto the consolidated financial statements, ~~that was~~the ~~communicated~~Company orhas ~~required~~suffered torecurring belosses ~~communicated~~from tooperations, ~~the~~has ~~audit~~a ~~committee~~net capital deficiency, and has stated that: substantial ~~(1)~~doubt ~~relates~~exists about the Company’s ability to ~~accounts~~continue oras ~~disclosures~~a ~~that~~going ~~are~~concern. ~~material~~The management’s evaluation of the toevents and conditions and the ~~consolidated~~management’s plans regarding these matters are also described in Note 3. The consolidated financial statements ~~and~~do ~~(2)~~not ~~involved~~include ~~our~~any ~~especially~~adjustments ~~challenging,~~that ~~subjective,~~might orresult ~~complex~~from ~~judgments~~the outcome of this uncertainty. WeOur ~~determined that~~opinion ~~there~~is ~~are~~not modified nowith ~~critical~~respect ~~audit~~to ~~matters~~this matter.

~~/s/ Simon~~Basis &for ~~Edward, LLP~~Opinion

WeThese consolidated financial statements are the responsibility ~~have~~of ~~served~~the asCompany’s management. Our responsibility is to express an opinion on the Company’s ~~auditor~~consolidated ~~since~~financial ~~2016~~statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated ~~ID:~~financial ~~2485~~statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Rowland~~Our audits included performing procedures to assess ~~Heights~~the risks of material misstatement of the consolidated financial statements, ~~California~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~April 16,~~Critical ~~2023~~Audit Matter

F-The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~FORGE~~Legal ~~INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES~~Proceedings

~~CONSOLIDATED~~As ~~BALANCE~~described ~~SHEETS~~in Notes 12 to the consolidated financial statements, the Company is involved in certain legal proceedings that are ongoing as of the balance sheet date. Management is required to evaluate the likelihood of loss and estimate potential financial exposure associated with these matters.

	December 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	4,892		$	11,734
Rent receivable		114,036			-
Deferred share-based compensation		928,986			-
Prepaid expense and other current assets		76,239			16,521
Total Current Assets		1,124,153			28,255
NONCURRENT ASSETS
Property and equipment, net		63,520			83,636
Real estate investments, net		8,118,728			-
Rent deposit		-			13,953
Total Non-Current Assets		8,182,248			97,589
TOTAL ASSETS	$	9,306,401		$	125,844
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	127,049		$	4,029
Due to related parties		926,815			60,000
Unearned revenue		45,774			13,124
Rent payable, current		40,588			83,070
Loan payables		466,065			8,236
Total Current Liabilities		1,606,291			168,459
Security deposits payable		151,893			-
Rent payable		40,000			-
Long term portion of Chase auto loan		28,174			36,222
Long term portion of SBA loan		11,674			12,502
Commercial loan		4,149,950			-
TOTAL LIABILITIES		5,987,982			217,183
COMMITMENTS AND CONTINGENCIES		-			-
EQUITY (DEFICIT)
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 and 45,621,868 shares issued and outstanding		5,039			4,562
Additional paid-in capital		4,806,201			1,469,678
Accumulated deficit		(2,485,934	)		(1,565,579	)
Total Forge Stockholders’ Equity (Deficit)		2,325,306			(91,339	)
Noncontrolling interests		993,113			-
Total Equity (Deficit)		3,318,419			(91,339	)
TOTAL LIABILITIES AND EQUITY	$	9,306,401		$	125,844

The Company has become involved in various legal actions arising in the normal course of business during the past couple years, some of which may not be served within the expected timeframe. The Company concluded that the outcome of those cases could not be reasonably estimated as of December 31, 2024 and the reporting date. As a result, no provision has been recorded, and appropriate disclosures were made regarding the nature and status of these proceedings.

~~The~~We ~~accompanying~~identified ~~notes~~the ~~are~~evaluation anof ~~integral~~legal ~~part~~proceedings as a critical audit matter due to the significant judgment involved in assessing the potential outcome and financial impact of these ~~consolidated~~matters. ~~financial~~The ~~statements~~assessment involved subjective determinations regarding the likelihood of unfavorable outcomes and estimation of potential losses, which required the involvement of legal counsel and consideration of various legal and factual circumstances.

~~F-3~~The primary procedures we performed to address this critical audit matter included:

~~FORGE INNOVATION~~● ~~DEVELOPMENT~~Inquired ~~CORP~~with the management regarding the legal matter to obtain understanding. ~~AND~~● ~~SUBSIDIARIES~~Assessed the reasonableness of the assumptions used by management in concluding that no estimate of loss could be made as of December 31, 2024. ● Confirmed and evaluated external legal counsel’s opinion through confirmation procedure. ● Evaluated the adequacy of the related disclosures in the financial statements.

~~CONSOLIDATED STATEMENTS~~/s/ OFSimon ~~OPERATIONS~~& Edward, LLP

	For the years ended December 31,
	2023			2022
Revenues
Property management income	$	-		$	15,604
Property management income from a related party		45,000			107,000
Rent income		393,474			-
Total revenues		438,474			122,604
Operating Expenses
Professional expenses		69,900			39,200
Depreciation expense		239,816			15,621
Share-based compensation		1,031,014			-
Selling, general and administrative expenses		234,596			112,016
Property operating		114,808			-
Total operating expenses		1,690,134			166,837
Other income (expenses):
Interest expense and loan fee, net		(466,640	)		-
Gain on bargain purchase		487,688			-
Gain on debt settlement		-			3,284
Gain on sale of property and equipment		-			6,874
Other income (expense), net		(19,630	)		2,135
Total other income, net		1,418			12,293
Net loss before income tax		(1,250,242	)		(31,940	)
Income tax expense		-			(2,172	)
Net loss	$	(1,250,242	)	$	(34,112	)
Net loss attributable to non-controlling interests in a subsidiary		(329,887	)		-
Net loss attributable to common stockholders	$	(920,355	)	$	(34,112	)
Weighted average shares outstanding:
Basic and diluted		48,589,270			45,621,868
Earnings per share:
Basic and diluted	$	(0.02	)	$	(0.00	)

We have served as the Company’s auditor since 2016.

~~The accompanying~~PCAOB ~~notes~~ID: ~~are an integral part of these consolidated financial statements.~~2485

~~F-4~~Rowland Heights, California

~~FORGE INNOVATION~~April ~~DEVELOPMENT~~15, ~~CORP. AND SUBSIDIARIES~~2025

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~F-2

	For the years ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,250,242	)	$	(34,112	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		239,816			15,621
Share-based compensation		1,031,014			-
Gain on debt settlement		-			(3,284	)
Gain on sale of property and equipment		-			(6,874	)
Gain on bargain purchase		(487,688	)		-
Change in operating assets and liabilities:
Rent receivable		(32,257	)		9,000
Prepaid expense and other current assets		653			(1,829	)
Accrued interest		81,594			-
Rent deposit		13,953			-
Rent payable		(2,482	)		-
Unearned revenue		(1,475	)		13,124
Other current liability – related party		20,513			(10,591	)
Accounts payable and accrued liabilities		18,764			(11,890	)
Security deposits payable		30,000			-
Net cash used in operating activities		(337,837	)		(30,835	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,105	)		(9,040	)
Cash acquired from Legend		3,192			-
Net cash provided by (used in) investing activities		1,087			(9,040	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan and car loans		(8,394	)		(8,756	)
Repayment to related parties		(176,273	)		-
Proceeds from third parties		150,000			-
Advance from related parties		364,575			-
Net cash provided by (used in) financing activities		329,908			(8,756	)
Net decrease in Cash		(6,842	)		(48,630	)
Cash at beginning of period:		11,734			60,364
Cash at end of period:	$	4,892		$	11,734
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	385,568		$	-
Income taxes paid	$	-		$	2,172
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend, including noncontrolling	$	2,700,000		$	-
Net loan carried through purchase of vehicle with trade-in	$	-		$	36,030
Additional real estate investment paid through commercial loans	$	448,000		$	-

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

~~The accompanying~~CONSOLIDATED ~~notes~~BALANCE ~~are an integral part of these consolidated financial statements.~~SHEETS

F-5

	December 31, 2024			December 31, 2023

ASSETS
CURRENT ASSETS
Cash	$	32,403		$	4,892
Rent receivable		147,740			114,036
Deferred share-based compensation		-			928,986
Prepaid expense and other current assets		20,126			76,239

Total Current Assets		200,269			1,124,153

NONCURRENT ASSETS
Property and equipment, net		47,320			63,520
Real estate investments, net		7,967,609			8,118,728
Rent deposit		-			-
Total Non-Current Assets		8,014,929			8,182,248
TOTAL ASSETS	$	8,215,198		$	9,306,401

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	203,406		$	127,049
Due to related parties		612,065			926,815
Unearned revenue		15,127			45,774
Rent payable, current		45,294			40,588
Loan payables		498,888			466,065

Total Current Liabilities		1,374,780			1,606,291

Security deposits payable		168,810			151,893
Rent payable		11,765			40,000
Long term portion of Chase auto loan		20,123			28,174
Long term portion of SBA loan		10,846			11,674
Commercial loan		4,870,868			4,149,950
TOTAL LIABILITIES		6,457,192			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 and 50,389,011 shares issued and outstanding		5,039			5,039
Additional paid-in capital		4,806,201			4,806,201
Accumulated deficit		(3,754,427	)		(2,485,934	)
Total Forge Stockholders’ Equity		1,056,813			2,325,306
Noncontrolling interests		701,193			993,113
Total Equity		1,758,006			3,318,419
TOTAL LIABILITIES AND EQUITY	$	8,215,198		$	9,306,401

~~FORGE INNOVATION~~The ~~DEVELOPMENT~~accompanying ~~CORP.~~notes ~~AND~~are ~~SUBSIDIARIES~~an integral part of these consolidated financial statements.

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)~~F-3

	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests			Total Equity
Balance, December 31, 2021		45,621,868	$	4,562	$	1,469,678	$	(1,531,467	)	$	-		$	(57,227	)
Net loss		-		-		-		(34,112	)		-			(34,112	)
Balance, December 31, 2022		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 loss		-		-		-		(920,355	)		(329,887	)		(1,250,242	)
Shares issued for compensation		2,800,000		280		1,959,720		-			-			1,960,000
Acquisition of Legend		1,967,143		197		1,376,803		-			1,323,000			2,700,000
Balance, December 31, 2023		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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are~~OF ~~an integral part of these consolidated financial statements.~~OPERATIONS

F-6

	2024			2023
	For the years ended December 31,
	2024			2023

Revenues
Property management income from a related party	$	-		$	45,000
Rent income		668,339			393,474
Total revenues		668,339			438,474

Operating Expenses
Professional expenses		62,975			69,900
Depreciation expense		318,696			239,816
Share-based compensation		928,986			1,031,014
Selling, general and administrative expenses		303,365			234,596
Property operating		137,727			114,808

Total operating expenses		1,751,749			1,690,134

Other income (expenses):
Interest expense and loan fee, net		(502,347	)		(466,640	)
Gain on bargain purchase		-			487,688
Other income (expense), net		25,344			(19,630	)
Total other income (expense), net		(477,003	)		1,418

Net loss before income tax		(1,560,413	)		(1,250,242	)
Income tax expense		-			-

Net loss	$	(1,560,413	)	$	(1,250,242	)
Net loss attributable to non-controlling interests in a subsidiary		(291,920	)		(329,887	)
Net loss attributable to common stockholders	$	(1,268,493	)	$	(920,355	)

Weighted average shares outstanding:
Basic and diluted		50,389,011			48,589,270

Earnings per share:
Basic and diluted	$	(0.03	)	$	(0.02	)

~~Forge Innovation~~The ~~Development~~accompanying ~~Corp.~~notes ~~and~~are ~~Subsidiaries~~an integral part of these consolidated financial statements.

~~Notes to the consolidated financial statements~~F-4

~~Note 1~~FORGE -INNOVATION ~~Organization~~DEVELOPMENT ~~and~~CORP. ~~Description~~AND ~~of Business~~SUBSIDIARIES

~~Forge Innovation~~CONSOLIDATED ~~Development~~STATEMENTS ~~Corp.~~OF ~~(individually~~CASH “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”.FLOWS

On August 17, 2020, the Company established a wholly-owned subsidiary, Forge Network Inc, in the State of California. As of December 31, 2023, we have not generated any income from the subsidiary yet due to our business strategy adjustment.

	2024			2023
	For the years ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,560,413	)	$	(1,250,242	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		318,696			239,816
Share-based compensation		928,986			1,031,014
Gain on bargain purchase		-			(487,688	)
Change in operating assets and liabilities:
Rent receivable		(33,704	)		(32,257	)
Prepaid expense and other current assets		56,113			653
Accrued interest		68,650			81,594
Rent deposit		-			13,953
Rent payable		(23,529	)		(2,482	)
Unearned revenue		(30,647	)		(1,475	)
Other current liability – related party		-			20,513
Accounts payable and accrued liabilities		76,357			18,764
Security deposits payable		16,917			30,000
Net cash used in operating activities		(182,574	)		(337,837	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(83,064	)		(2,105	)
Cash acquired from Legend		-			3,192
Net cash (used in) provided by investing activities		(83,064	)		1,087

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to third parties		(4,422,101	)		(8,394	)
Proceeds from third parties		5,030,000			150,000
Repayment to related parties		(568,831	)		(176,273	)
Proceeds from related parties		254,081			364,575
Net cash provided by financing activities		293,149			329,908

Net increase (decrease) in cash		27,511			(6,842	)
Cash at beginning of period:		4,892			11,734
Cash at end of period:	$	32,403		$	4,892

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	478,027		$	385,568
Income taxes paid	$	-		$	-

NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend	$	-		$	1,377,000
Additional real estate investment paid through commercial loans	$	-		$	448,000

~~On March~~The ~~24,~~accompanying ~~2023,~~notes ~~pursuant~~are to an ~~Asset~~integral ~~Purchase~~part ~~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~~these ~~Marketplace;~~consolidated afinancial ~~grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California~~statements. ~~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 thirdF-~~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.~~5

~~Note 2~~FORGE -INNOVATION ~~Summary~~DEVELOPMENT ofCORP. ~~Significant~~AND ~~Accounting Policies~~SUBSIDIARIES

~~Principles of~~CONSOLIDATED ~~Consolidation~~STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

The Company’s consolidated financial statements refer to Forge and its subsidiary. All intercompany transactions and balances were eliminated in consolidation.

	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests			Total Equity
	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests			Total Equity
Balance, December 31, 2022		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-		$	(91,339	)
Net loss		-		-		-		(920,355	)		(329,887	)		(1,250,242	)
Shares issued for compensation		2,800,000		280		1,959,720		-			-			1,960,000
Acquisition of Legend		1,967,143		197		1,376,803		-			1,323,000			2,700,000
Balance, December 31, 2023		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		-		-		-		(1,268,493	)		(291,920	)		(1,560,413	)
Balance, December 31, 2024		50,389,011	$	5,039	$	4,806,201	$	(3,754,427	)	$	701,193		$	1,758,006
Balance		50,389,011	$	5,039	$	4,806,201	$	(3,754,427	)	$	701,193		$	1,758,006

~~Basis~~ The accompanying notes are an integral part of ~~Presentation~~these consolidated financial statements.

This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the consolidated financial statements.F-6

~~Use of~~Forge ~~Estimates~~Innovation Development Corp. and Subsidiaries

~~The preparation~~Notes ~~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.

~~Cash~~Note 1 - Organization and Description of Business

~~The~~Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, the “Company”), ~~considers~~was ~~all~~initially ~~highly~~incorporated ~~liquid~~in ~~investments~~the ~~with~~State anof ~~original~~Nevada ~~maturity~~on January 15, 2016 under the name of ~~three~~You-Go ~~months~~Enterprises, orLLC ~~less~~(the ~~when~~“Company ~~purchased~~Predecessor”). On November 3, 2016, Forge amended its Articles of Incorporation in the State of Nevada to bechange ~~cash~~the ~~equivalents~~Company Predecessor’s name to Forge Innovation Development Corp. Our current ~~Cash~~principle onexecutive ~~December~~office ~~31,~~is ~~2023~~located ~~and~~at ~~2022~~6280 ~~were~~Mission ~~$4,892~~Blvd ~~and~~Unit ~~$11~~205,~~734,~~ ~~respectively~~Jurupa Valley, ~~representing~~CA ~~cash~~92509. ~~deposited~~The inCompany’s ~~bank~~main business focuses on real estate development, land purchasing and ~~petty~~selling ~~cash~~and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”.

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

~~Rent receivables~~On ~~refer~~March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the ~~differences~~“Company” ofor the ~~total~~“Buyer”) ~~rental~~and ~~revenue~~Legend ~~recognized~~Investment onManagement, aLLC (“Legend ~~straight-line~~LLC” ~~basis~~or ~~over~~the “Seller”), the ~~lease~~Company ~~terms~~acquired in77.3% ~~accordance~~of Legend LLC’s 66% ownership of Legend International USInvestment, ~~GAAP~~LP ~~ASC~~(“Legend ~~842~~LP”). ~~and~~Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the ~~total~~“Property”) located ~~rent~~at ~~payments~~6240 ~~received~~Mission ~~according~~Boulevard toin ~~lease~~Jurupa ~~agreements~~Valley, California. AsThe ofProperty ~~December~~contains 31two, ~~2023~~one-story and ~~2022~~one, ~~the~~two-story ~~rent~~buildings ~~receivable~~containing ~~balances~~48,722 ~~were~~total ~~$114,036~~square ~~and~~foot ~~$nil,~~of ~~respectively~~gross leasable area situated on a 4.51acre site.

~~Real~~A relative of the President of the Company has significant ~~estate~~influence ~~investments~~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.

~~Land, building,~~Note ~~and~~2 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,~~Summary ~~construction, interest and other costs incurred during the period~~ of ~~development~~Significant ~~are~~Accounting 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:Policies

~~Schedule~~ Principles of ~~Estimated Useful Lives~~Consolidation

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

The Company’s consolidated financial statements refer to Forge and its subsidiary. All intercompany transactions and balances were eliminated in consolidation.

~~Land is~~Basis ~~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.~~Presentation

~~Property~~This summary of significant accounting policies is ~~and~~presented ~~equipment~~to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, ~~net~~and have been consistently applied in the preparation of the consolidated financial statements.

~~Property and~~Use ~~equipment are carried at cost. Equipment is depreciated on a straight-line basis (after taking into account their respective estimated residual value) over 5 years, the estimated useful lives~~ of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.Estimates

~~Fair~~The preparation of consolidated financial statements ~~Value~~in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of ~~Financial~~assets ~~Instruments~~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.

The Company’s consolidated balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.F-7

~~F-7~~Cash

~~ASC 820,~~The ~~Fair~~Company ~~Value~~considers ~~Measurements~~all ~~and~~highly ~~Disclosures,~~liquid ~~defines fair value as the exchange price that would be received for an asset or~~investments ~~paid~~with ~~to transfer a liability (~~an ~~exit~~original ~~price)~~maturity inof ~~the~~three ~~principal~~months or ~~most~~less ~~advantageous~~when ~~market~~purchased ~~for~~to ~~the~~be ~~asset~~cash ~~or liability in an orderly transaction between market participants on the measurement date~~equivalents. ~~ASC~~Cash ~~820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based~~ on ~~market~~December ~~data~~31, ~~obtained~~2024 ~~from independent sources (observable inputs)~~ and ~~(2)~~2023 anwere ~~entity’s~~$32,403 ~~own~~and ~~assumptions~~$4,892, ~~about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels~~respectively, ~~which~~representing ~~gives~~cash ~~the~~deposited ~~highest priority to unadjusted quoted prices~~ in ~~active markets~~bank ~~for identical assets or liabilities (Level 1)~~ and ~~the~~petty ~~lowest priority to unobservable inputs (Level 3)~~cash. ~~The three levels of the fair value hierarchy are described below:~~

●	Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
●	Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●	Level 3 -	Inputs that are both significant to the fair value measurement and unobservable.

Rent Receivables

~~Fair value~~Rent ~~estimates~~receivables ~~discussed~~refer ~~herein~~to ~~are~~the ~~based~~differences ~~upon~~of ~~certain~~the ~~market~~total rental ~~assumptions~~revenue ~~and~~recognized ~~pertinent~~on ~~information~~a ~~available~~straight-line tobasis ~~management~~over asthe oflease ~~December 31,~~terms ~~2023~~in ~~and~~accordance ~~2022.~~US ~~The~~GAAP ~~respective~~ASC ~~carrying~~842 ~~value~~and ofthe ~~certain~~total ~~on-balance-sheet~~rent ~~financial~~payments ~~instruments approximated their fair values due~~received according to ~~the~~lease ~~short-term~~agreements. ~~nature~~As of ~~these~~December ~~instruments.~~31, ~~These~~2024 ~~financial~~and ~~instruments include cash~~2023, ~~accounts~~the rent receivable, ~~accounts~~balances ~~payable,~~were ~~due to related parties~~$147,740 and ~~loans~~$114,036, ~~current~~respectively.

~~Operating~~Real ~~Leases~~estate investment, net

~~The Company~~Land, ~~adopted~~building, ~~ASC~~and ~~842~~improvements onare ~~January~~stated 1at cost, less ~~2019.~~accumulated ~~The~~depreciation ~~Company~~and ~~determines~~amortization. ifMajor anreplacements ~~arrangement~~and isbetterments, acapital ~~lease~~improvements atand ~~inception.~~tenant ~~Operating~~improvements ~~leases~~activities, which ~~are~~improve ~~included in~~or ~~operating~~extend ~~lease~~the ~~right-~~life of~~-use~~ ~~(“ROU”)~~the ~~assets~~asset, ~~operating~~are ~~lease~~capitalized ~~liability,~~ and ~~operating~~depreciated ~~lease~~over ~~liability~~their estimated useful lives, ~~non-current~~while inordinary repairs ~~the~~and ~~Company’s~~maintenance ~~balance~~are ~~sheets.~~expensed ~~ROU~~as ~~assets~~incurred. ~~represent~~Buildings ~~the~~and ~~Company’s~~improvements ~~right~~that toare ~~use~~under anredevelopment, ~~underlying~~or ~~asset~~are ~~for~~being ~~the~~developed, ~~lease~~are ~~term~~carried at cost and ~~lease~~ ~~liabilities~~no ~~represent~~depreciation ~~the~~is ~~Company’s~~recorded ~~obligation~~on tothese ~~make~~assets. ~~lease~~Additionally, ~~payments~~amounts ~~arising~~essential ~~from~~to the ~~lease.~~development ~~Operating~~of ~~lease~~the ~~ROU~~property, ~~assets~~such as pre-construction, development, construction, interest and ~~liabilities~~other ~~are~~costs ~~recognized~~incurred atduring ~~commencement~~the ~~date~~period ~~based~~of ondevelopment are capitalized. The Company ceases capitalization when the ~~present~~property ~~value~~is available for occupancy upon substantial completion of ~~lease~~tenant ~~payments~~improvements, ~~over~~but in any event no later than one year from the ~~lease~~completion ~~term~~of major construction activity. AsDepreciation and amortization are provided primarily by the ~~Company’s leases~~straight-line domethod ~~not~~over the ~~provide~~estimated anuseful ~~implicit~~lives ~~rate,~~of the ~~Company~~assets ~~used~~for anfinancial ~~incremental~~statement ~~borrowing~~purposes ~~rate~~and ~~based~~by onaccelerated ~~the~~methods ~~information~~for ~~available~~income attax ~~commencement~~purposes. Estimated ~~date~~useful inlives ~~determining~~for ~~the~~financial ~~present~~statement ~~value~~purposes ofare ~~lease~~as ~~payments.~~follows:

~~Related~~ Schedule ~~Parties~~of Estimated Useful Lives

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Commercial building			39 years
Building improvements			10 years
Equipment, furniture and fixtures			5-7 years

~~F-8~~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.

~~Impairment of~~Property ~~long-lived~~and ~~assets~~equipment, net

~~Long-lived assets~~Property ~~are~~and ~~tested~~equipment ~~for~~are ~~impairment~~carried inat ~~accordance~~cost. ~~with~~Equipment are ~~ASC~~depreciated ~~360-10-45~~on ~~“Impairment~~a ~~or Disposal of Long~~straight-~~Lived~~line ~~Assets”.~~basis ~~The~~(after ~~Company periodically~~taking ~~evaluates~~into ~~potential~~account ~~impairment~~their ~~whenever~~respective ~~events~~estimated orresidual ~~changes~~value) inover ~~circumstances~~5 ~~indicate~~years, ~~that~~ the ~~carrying~~estimated useful ~~amount~~lives of the assets ~~may not be recoverable~~. IfThe ~~circumstances~~cost ~~require~~of arepairs ~~long-lived~~and ~~asset~~maintenance oris ~~asset~~expensed ~~group~~as beincurred; ~~tested~~major ~~for~~replacements ~~possible~~and ~~impairment,~~improvements ~~the~~are ~~Company first~~capitalized. ~~compares~~When ~~undiscounted~~assets ~~cash~~are ~~flows~~retired ~~expected~~or todisposed beof, ~~generated~~the bycost ~~that~~and ~~asset~~accumulated ordepreciation ~~asset~~are ~~group~~removed tofrom ~~its carrying value. If~~ the ~~carrying~~accounts, ~~value~~and ~~of the~~any ~~long-lived~~resulting ~~asset~~gains or losses ~~asset~~are ~~group~~included isin ~~not~~income ~~recoverable~~in onthe anyear ~~undiscounted~~of ~~cash~~disposition. ~~flow~~The ~~basis,~~Company anexamines ~~impairment~~the ispossibility ~~recognized~~of todecreases ~~the~~in ~~extent that~~ the ~~carrying~~ value ~~exceeds~~of ~~its~~fixed ~~fair value. Fair value is determined through various valuation techniques including discounted cash~~assets ~~flow~~when ~~models,~~events ~~quoted~~or ~~market~~changes ~~values~~in ~~and~~circumstances ~~third-party~~reflect ~~independent~~the ~~appraisals,~~fact asthat ~~considered~~their ~~necessary.~~recorded Novalue ~~impairment~~may ofnot ~~long-lived~~be ~~assets was recognized for the years ended December 31, 2023 and 2022~~recoverable.

~~Business Combination~~Fair Value of Financial Instruments

~~We allocate~~The ~~the~~Company’s ~~fair~~consolidated ~~value~~balance ofsheet ~~purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired~~includes ~~based~~certain onfinancial ~~their estimated fair values~~instruments. The ~~excess~~carrying ofamounts ~~the fair values~~ of ~~these~~current ~~identifiable~~ assets and current liabilities ~~over~~approximate ~~the~~their fair value of ~~purchase~~because ~~consideration~~of the isrelatively ~~recorded~~short asperiod ~~gain~~of ontime ~~bargain~~between ~~purchase~~the ~~included~~origination inof ~~other~~these ~~income~~instruments onand ~~the~~their ~~consolidated~~expected ~~statement of operations~~realization.

~~Non-controlling~~ASC 820, Fair Value Measurements and Disclosures, ~~Interests~~defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Non-controlling interests are portions of entities included in the 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.

●	Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

●	Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●	Level 3 -	Inputs that are both significant to the fair value measurement and unobservable.

~~Revenue Recognition~~F-8

~~On January~~Fair 1,value ~~2018,~~estimates ~~the~~discussed ~~Company~~herein ~~adopted~~are ~~ASU~~based ~~2014-09,~~upon certain ~~Revenue~~market ~~from~~assumptions ~~Contracts~~and ~~with~~pertinent ~~Customers,~~information ~~using~~available ~~the modified retrospective approach, which applies the new standard~~ to ~~contracts~~management ~~that are not completed~~ as of ~~the~~December ~~date~~31, of2024 ~~adoption~~and 2023. ~~Under~~The ~~the~~respective ~~new~~carrying value ~~standard,~~of ~~revenue~~certain ison-balance-sheet ~~recognized upon~~financial ~~transfer~~instruments ofapproximated ~~control~~their offair ~~promised~~values ~~goods~~due ~~and services~~ to ~~customers~~the inshort-term annature ~~amount~~of ~~that~~these ~~reflects~~instruments. These ~~the~~financial ~~consideration~~instruments ~~the~~include ~~Company~~cash, ~~expects to~~accounts ~~receive~~receivable, inaccounts ~~exchange~~payable, ~~for~~due ~~those~~to ~~goods~~related parties, and ~~services~~loans, current.

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

~~Property~~The Company follows ASC 850, Related Party Disclosures, ~~management~~for ~~services~~the identification of related parties and disclosure of related party transactions.

Impairment ~~The Company deals directly with prospects and tenants for the owners~~ of ~~properties,~~long-lived 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.assets

~~Rental~~Long-lived ~~income~~assets are tested for impairment in accordance with ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”. The Company periodically evaluates potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment of long-lived assets was recognized for the years ended December 31, 2024 and 2023.

~~The~~Business 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.Combination

~~F-9~~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.

IfNon-controlling 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:Interests

●Non-controlling ~~whether~~interests are portions of entities included in the ~~lease~~consolidated ~~stipulates~~financial ~~how~~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 ~~what~~of aearnings ~~tenant~~since ~~improvement~~inception. ~~allowance~~The ~~may~~non-controlling beinterests ~~spent~~are calculated based on percentages of ownership.

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

●On ~~whether~~January 1, 2018, the ~~tenant~~Company ~~improvements~~adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are ~~unique~~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 ~~tenant~~consideration orthe ~~general-purpose~~Company expects to receive in ~~nature;~~exchange for those goods and services.

●Revenue ~~whether~~streams ~~the~~that ~~tenant improvements~~ are ~~expected~~ toscoped ~~have~~into ~~any~~ASU ~~residual~~2014-09 ~~value at the end of the lease.~~include:

~~Pursuant~~Property tomanagement 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 December 31, 2023 and 2022, security deposits totaled $151,893 and $nil.services

~~Share-based~~The Company deals directly with prospects and tenants ~~compensation~~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.

~~The Company~~Rental accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.income

~~Segment~~The Company’s rental income, which is derived ~~reporting~~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.

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. During the years ended December 31, 2023 and 2022, the Company had one single segment in property management and rental. F-9

~~Income~~If the lease provides for tenant improvements, the ~~Taxes~~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:

~~The Company~~● ~~accounts~~whether ~~for income taxes under ASC 740, “Income Taxes.” Under~~ the ~~asset~~lease ~~and~~stipulates ~~liability~~how ~~method of ASC 740, deferred tax assets~~ and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on ~~deferred tax assets and liabilities of~~ what a ~~change~~tenant inimprovement ~~tax rates is recognized in income in the period the enactment occurs. A valuation~~ allowance ismay ~~provided~~be ~~for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations~~spent.

~~Basic~~● whether the tenant or landlord retains legal ~~and~~title ~~Diluted~~to ~~Loss~~the ~~Per~~improvements ~~Share~~at the end of the lease term.

~~The Company~~● ~~computes~~whether ~~basic~~the ~~and~~tenant ~~diluted~~improvements ~~loss~~are ~~per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings~~unique ~~per share is computed by dividing net loss available~~ to ~~common shareholders by~~ the ~~weighted~~tenant average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or ~~equity~~general-purpose ~~awards vest resulting~~ in ~~the~~nature; ~~issuance of common stock that could share in the earnings of the Company.~~and

~~The Company~~● ~~does~~whether ~~not~~the ~~have~~tenant ~~any~~improvements ~~potentially~~are ~~dilutive~~expected to ~~instruments~~have asany ofresidual ~~December~~value ~~31,~~at ~~2023~~the ~~and~~end ~~2022~~of ~~and,~~the ~~thus, anti-dilution issues are not applicable~~lease.

~~New~~Pursuant to the lease agreements, the Company receives ~~Accounting~~security ~~Standards~~deposits ~~Adopted~~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 December 31, 2024 and 2023, security deposits totaled $168,810 and $151,893, respectively.

~~In June 2016, the FASB issued ASU No. 2016~~Share-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The Company adopted ASU No. 2016-13 on January 1, 2023, which had no impact on the beginning balance of the Company’s balance as there was no receivable balances as of January 1, 2023.compensation

~~New~~The ~~Accounting~~Company ~~Standards~~accounts ~~Note~~for ~~Adopted~~stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.

~~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.reporting

~~Income~~The ~~Tax~~Company ~~Disclosures~~adopted -ASU ~~In December~~ 2023-07, ~~the~~Segment ~~Financial~~Reporting: Improvements ~~Accounting~~to ~~Standards~~Reportable ~~Board~~Segment Disclosures (~~FASB~~“ASU 2023-07”) ~~released~~on ~~ASU~~January ~~No.~~1, ~~2023-09~~2024 retrospectively, ~~titled~~ ~~“Income~~which ~~Taxes~~focuses ~~(Topic~~on ~~740):~~improving reportable ~~Enhancements~~segment todisclosure ~~Income~~requirements, ~~Tax~~primarily ~~Disclosures”~~through ~~(referred~~enhanced todisclosures asabout ~~“ASU~~significant ~~2023-09”)~~segment expenses. ~~This new~~The ~~standard~~Company ~~mandates~~reports segment ~~the~~information ~~disclosure,~~based on anthe ~~annual~~“management” ~~basis,~~approach. ofThe ~~specific~~management ~~categories~~approach indesignates the ~~rate~~internal ~~reconciliation~~reporting used by management for making decisions and assessing performance as the ~~disaggregation~~source of ~~income~~ ~~taxes~~the ~~paid~~Company’s byreportable ~~jurisdiction~~segments. ~~ASU~~During the years ended December 31, 2024 and 2023~~-09~~, ~~becomes~~the ~~effective~~Company ~~for~~had ~~annual~~one ~~reporting~~single ~~periods~~segment ~~starting~~in ~~after~~property ~~December~~management ~~15,~~and ~~2025~~rental. ~~The~~Because substantially all of the Company’s ~~anticipates~~long-lived ~~that~~assets and revenues are located in and derived from the ~~adoption~~United Statements of ~~this~~America, ~~standard~~the ~~will~~Company does not ~~significantly~~distinguish ~~impact~~between markets ~~its~~for ~~financial~~the ~~position,~~purpose ~~results~~ of ~~operations~~internal reporting, orand ~~cash~~therefore, ~~flows. In~~geographical ~~November~~segments ~~2023,~~are ~~the~~not ~~Financial~~presented. ~~Accounting~~The ~~Standards~~measure ~~Board~~of ~~(FASB)~~segment ~~released~~assets ~~ASU~~is reported ~~2023-07,~~on ~~titled~~the ~~“Enhancements~~consolidated tobalance ~~Reportable~~sheets ~~Segment Disclosures”~~as ~~(“ASU~~total ~~2023-07”)~~consolidated assets. ~~This~~Since ~~standard~~the ~~necessitates~~Company ~~companies~~operates toin ~~provide~~one ~~additional~~segment, ~~more~~segment ~~comprehensive details~~revenue, ~~regarding~~profit ~~significant~~or ~~expenses~~loss ofrequired aby ~~reportable~~“Segment ~~segment,~~Reporting” ~~even~~is ifdisclosed ~~there~~in isthe ~~only~~consolidated ~~one~~statements ~~such~~of ~~segment~~operations. ~~Its~~The ~~purpose~~Company isdetermines that toselling, ~~enhance~~general ~~disclosures related~~and toadministrative aexpenses ~~public~~(“SG&A”) ~~entity’s~~and ~~reportable~~property ~~segments.~~operating ~~ASU~~are ~~2023-07~~the ~~will~~significant besegment ~~effective~~expenses. These expenses for ~~fiscal~~the years ~~commencing~~ended ~~after~~ December 1531, 2024 and 2023 were $441, 092 and ~~for~~$349,404, ~~interim~~respectively. ~~periods~~Other ~~starting~~segment ~~after~~items, ~~December~~representing the ~~15,~~aggregated ~~2024,~~residual ~~with~~amount ~~the~~reconciling ~~option~~from ~~for~~segment ~~early~~revenue, ~~adoption.~~significant Wesegment ~~are~~expense ~~presently~~and ~~assessing~~segment ~~the~~profit ~~potential impact~~or ofloss, ~~adopting~~mainly ~~ASU~~professional fees, ~~2023-07~~depreciation onexpenses ~~our~~and ~~consolidated~~personnel ~~financial~~compensation ~~statements~~expenses.

~~The management~~Income 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.Taxes

~~F-10~~The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

~~Note 3~~ F- ~~Going Concern~~10

~~The accompanying~~Basic ~~consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets~~ and ~~the~~ ~~satisfaction~~Diluted ofLoss ~~obligations~~Per in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $2,485,934 as of December 31, 2023. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.Share

~~In view~~The ofCompany ~~these~~computes ~~matters,~~basic ~~continuation~~and asdiluted aloss ~~going~~per ~~concern~~share amounts isin ~~dependent~~accordance ~~upon~~with ~~several~~ASC ~~factors~~Topic 260, ~~including~~Earnings ~~the~~per ~~availability~~Share. ofBasic ~~debt~~earnings orper ~~equity funding~~share ~~upon~~is ~~terms~~computed ~~and~~by ~~conditions~~dividing ~~acceptable~~net loss available to common shareholders by the ~~Company~~weighted ~~and~~average ~~ultimately~~number ~~achieving~~of ~~profitable~~common ~~operations~~shares outstanding during the reporting period. ~~Management~~Diluted ~~believes~~loss ~~that~~per share reflects the ~~Company’s~~potential ~~business~~dilution ~~plan~~that ~~provides~~could itoccur ~~with~~if anstock ~~opportunity~~options toand ~~continue~~other ascommitments ato ~~going~~issue ~~concern.~~common ~~However,~~stock ~~management~~were ~~cannot~~exercised ~~provide~~or equity ~~assurance~~awards ~~that~~vest resulting in the ~~Company~~issuance ~~will~~of ~~meet~~common ~~its~~stock ~~objectives~~that ~~and~~could beshare ~~able~~in tothe ~~continue~~earnings inof ~~operation~~the Company.

The ~~consolidated~~ ~~financial~~Company ~~statements~~does do not ~~include~~have any ~~adjustments~~potentially todilutive instruments ~~reflect~~as ~~the~~of ~~possible~~December ~~future~~31, ~~effects~~2024 ~~on the recoverability~~ and ~~classification of~~2023 ~~assets or the amounts~~ and, ~~classification~~thus, ofanti-dilution ~~liabilities~~issues ~~that~~are ~~may~~not ~~result from the possible inability of Forge Innovation Development Corp~~applicable. ~~to continue as a going concern.~~

~~Note 4~~Accounting –Standards ~~Real~~Issued ~~Estate~~Recently ~~Investments~~Adopted

~~On March~~Segment 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. See Note 9 for the business acquisition.Reporting

~~Schedule~~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 adoption of ~~Real~~ASU ~~Estate~~No. 2023-07 ~~Investments~~ has no impact on its financial position and results of operations.

	December 31, 2023			December 31, 2022
Commercial building	$	7,026,233		$	-
Tenant improvements		1,074,000			-
Construction in progress		338,000			-
Land		527,000			-
Total real estate investments, at cost		8,965,233			-
Less: accumulated depreciation		(846,505	)		-
Total real estate investments, net	$	8,118,728		$	-

Accounting Standards Issued but Not Yet Adopted

~~Note~~In December 2023, the FASB issued ASU 2023-09, Income 5Taxes –(Topic ~~Property~~740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and ~~equipment~~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.

~~Property~~In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and ~~equipment~~in January 2025, ~~net~~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 ofclarified by ASU 2025-01, are effective for fiscal years beginning after December 3115, ~~2023~~2026 and ~~2022~~interim periods within fiscal years beginning after December 15, ~~consisted~~2027. Early adoption is permitted. The Company is evaluating the effect of ~~following:~~adopting the new disclosure requirements.

~~Schedule~~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 ~~Property~~operations ~~and~~or ~~Equipment~~cash ~~Net~~flows.

	2023			2022
	December 31,
	2023			2022
Furniture	$	26,773		$	24,668
Equipment		9,913			9,913
Vehicle		66,265			66,265
Computers		37,312			37,312
Total property and equipment		140,263			138,158
Less: accumulated depreciation		(76,743	)		(54,522	)
Property and equipment, net	$	63,520		$	83,636

F-11

~~During the~~Note ~~years~~3 ~~ended~~- ~~December~~Going 31, 2023 and 2022, depreciation expenses were $22,221 and $15,621, respectively, which were included and presented in selling, general and administrative expenses on the consolidated statements of operations.Concern

~~Note~~The accompanying consolidated financial 6statements -were ~~Concentration~~prepared on a going concern basis, which contemplates the realization of ~~Risk~~assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception and negative cash flow from operating activities, resulting in an accumulated deficit of $3,754,427 as of December 31, 2024. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

~~The~~In view of these matters, continuation as a going ~~Company~~concern ~~maintains~~is ~~cash~~dependent inupon ~~two~~several ~~accounts~~factors, ~~within~~including ~~two~~the ~~local~~availability ~~commercial~~of ~~banks~~debt ~~located~~or inequity ~~Southern~~funding ~~California.~~upon ~~The~~terms ~~standard~~and ~~insurance~~conditions ~~amount~~acceptable to isthe ~~$250,000~~Company ~~per~~and ~~depositors~~ultimately ~~under~~achieving profitable operations. Management believes that the ~~FDIC~~Company’s ~~general~~business ~~deposit~~plan ~~insurance~~provides ~~rules.~~it Onwith an ~~December~~opportunity ~~31,~~to ~~2023~~continue ~~and~~as ~~2022~~a going concern. However, management cannot provide assurance that the ~~cash~~Company ~~balances~~will ~~were~~meet its objectives ~~fully~~and ~~insured~~be able to continue in operation.

~~For the~~The ~~year~~consolidated ~~ended~~financial ~~December~~statements ~~31,~~do ~~2023,~~not ~~the~~include any ~~Company~~adjustments ~~generate~~to ~~revenue~~reflect ofthe ~~50% and~~possible ~~10% from~~future ~~two~~effects ~~unrelated~~on ~~customers, respectively. For~~ the ~~year~~recoverability ~~ended~~and ~~December~~classification ~~31,~~of ~~2022,~~assets or the ~~Company~~amounts ~~generated revenue of 87%~~ and ~~12%~~classification ~~from~~of ~~two~~liabilities ~~top~~that ~~customers,~~may ~~including~~result afrom ~~related~~the ~~party,~~possible ~~respectively.~~inability As of ~~December~~Forge ~~31,~~Innovation ~~2023,~~Development ~~accounts~~Corp. ~~receivable~~to ~~from~~continue ~~the~~as ~~largest~~a ~~customer~~going ~~accounted for 68% of the total accounts receivable~~concern.

~~F-11~~Note 4 – Real Estate Investments

~~Note~~On March 24, 2023, the Company acquired 51% of partnership 7interest 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 ~~Related~~and ~~Party~~one, ~~Transactions~~two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site. See Note 9 for the business acquisition.

AsSchedule of ~~December~~Real ~~31,~~Estate ~~2023 and 2022, the amounts due to related parties consisted of the following:~~Investments

Schedule of Amounts Due to Related Parties

	December 31, 2024			December 31, 2023
Commercial building	$	7,026,233		$	7,026,233
Tenant improvements		1,074,000			1,074,000
Construction in progress		484,000			338,000
Land		527,000			527,000
Total real estate investments, at cost		9,111,233			8,965,233
Less: accumulated depreciation		(1,143,624	)		(846,505	)
Total real estate investments, net	$	7,967,609		$	8,118,728

Party	Nature of relationship	December 31, 2023		December 31, 2022
Patrick Liang (“Patrick”)	CEO of the Company	$	364	$	-
Hua Guo	Officer of Legend LP and Patrick’s mother		53,000		-
Xiaohui Deng	Member of Legend LP		50,000		-
Xingyu Liu	Member of Legend LP		100,000		-
Glory Investment International Inc. (“Glory”)	Entity controlled by Patrick’s mother		161,500		-
Prime Investment International Inc. (“Prime”)	Entity controlled by Patrick’s mother		300,451		-
University Campus Hotel LP (“University”)	Entity controlled by Patrick’s mother		191,000		-
Speedlight Consulting (“Speedlight”)	Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023		70,500		60,000
Amounts due to related parties		$	926,815	$	60,000

For the years ended December 31, 2024 and 2023, the depreciation expenses were $318,696 and $239,816, respectively.

~~The amounts~~Note ~~due~~5 to– ~~related~~Property ~~parties are unsecured, non-interest-bearing~~ and ~~due on demand. During the years ended December 31~~equipment, 2023 and 2022, these related parties paid expenses on behalf of the Company in the total amount of $9,980 and $4,809, respectively. Advances received from these related parties totaled $364,575 in 2023, and the Company repaid a total of $176,273. $658,000 due to the three entities controlled by our CEO’s mother, was assumed by acquisition of Legend LP on March 24, 2023.net

AsProperty ofand ~~December 31~~equipment, ~~2023~~net, ~~$33 has~~as ~~not~~of ~~been paid and was included in the amount due to related parties on the consolidated balance sheet. For the years ended~~ December 31, ~~2023 and 2022, the Company paid professional fee of $48,400~~2024 and ~~$39~~2023,~~200, respectively,~~ toconsisted ~~Speedlight. The amount due to Speedlight represents the professional fee which has not been paid as~~ of ~~December 31, 2023 and 2022.~~following:

On April 2, 2022, the Company entered into a property management agreement (“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage 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 due to new tenants moving in and additional management services desired. During the years ended December 31, 2023 and 2022, the Company recognized property management income from Legend LP in the amount of $107,000 and 180,000, respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the period started from April to December in 2023.

	2024			2023
	December 31,
	2024			2023
Furniture	$	26,773		$	26,773
Equipment		13,696			9,913
Vehicle		59,406			66,265
Computers		38,907			37,312
Total property and equipment		138,782			140,263
Less: accumulated depreciation		(91,462	)		(76,743	)
Property and equipment, net	$	47,320		$	63,520

~~On July~~During ~~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 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 for the year~~ ended December 31, ~~2022.~~2024 ~~During~~and ~~the year ended December 31,~~ 2023, ~~the Company made loan payment of $8,048. As of December 31, 2023 and 2022, the current portion of the Chase~~ ~~auto~~depreciation ~~loan~~expenses ~~totaled~~were $821,~~048~~577 and $822,~~049~~221, respectively, which ~~was~~were included and presented in ~~loans~~selling, ~~current~~general and administrative expenses on the consolidated ~~balance~~statements ~~sheets~~of operations.

FNote 6 -12 Concentration of Risk

~~Note~~The Company maintains cash in two accounts within 8two -local ~~Commercial~~commercial banks located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. On December 31, 2024 and ~~SBA~~2023, ~~Loans~~the cash balances were fully insured.

~~Schedule~~For the year ended December 31, 2024, the Company generate 42% and 14% of ~~Commercial~~the total revenue from two unrelated customers. For the year ended December 31, 2023, the Company generate 50% and ~~SBA~~10% of ~~Loans~~the total revenue from two unrelated customers, respectively. As of December 31, 2024 and 2023, accounts receivable from the largest customer accounted for 64% and 68% of the total accounts receivable, respectively.

	December 31,			December 31,
Party	2023			2022
Chase auto loan (Note 7)	$	36,222		$	44,271
SBA Loan (a)		12,344			12,689
Third party individual (b)		50,000			-
Third party entity A (c)		21,256			-
Third party entity B (d)		4,149,950			-
Third party entity C (e)		386,091			-
Total commercial loans		4,655,863			56,960
Less: current portion		(466,065	)		(8,236	)
Non-current portion	$	4,189,798		$	48,724

F-12

a.Note On7 ~~July~~- ~~14,~~Related ~~2020,~~Party 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 December 31, 2023 and 2022, the current portion of the outstanding loan balances were $670 and $187, respectively.Transactions

b.As ~~During~~of ~~the year ended~~ December 31, 2024 and 2023, the ~~Company~~amounts ~~received a loan of $50,000 from a third-party individual. The loan is unsecured,~~ due to onrelated ~~April~~parties ~~10,~~consisted ~~2024, and bears an interest rate~~ of 5%the ~~per annum.~~following:

c. Schedule ~~In December 2023, the Company received a loan~~ of ~~$20,000~~Amounts ~~from~~Due ato ~~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.~~Related Parties

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 $43,705 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.

Party	Nature of relationship	December 31, 2024		December 31, 2023
Patrick Liang (“Patrick”)	Chief Executive Officer	$	5,210	$	364
Hua Guo	Officer		103,654		53,000
Xiaohui Deng	Member of Legend LP		-		50,000
Xingyu Liu	Member of Legend LP		-		100,000
Glory Investment International Inc. (“Glory”)	Entity controlled by Mother of CEO		131,500		161,500
Prime Investment International Inc. (“Prime”)	Entity controlled by Mother of CEO		258,971		300,451
University Campus Hotel LP (“University”)	Entity controlled by Mother of CEO		37,230		191,000
Speedlight Consulting (“Speedlight”)	Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023		75,500		70,500
Amounts due to related parties		$	612,065	$	926,815

e. The ~~Company~~amounts ~~assumed~~due ato ~~third~~related parties are unsecured, non-~~party~~interest-bearing ~~loan~~and due on demand. During the years ended December 31, 2024 and 2023, these related parties paid expenses on behalf of the Company in the total amount of $~~386~~18,~~091~~570 ~~upon~~and ~~acquisition~~$9,980, ofrespectively. ~~Legend~~Advances ~~LP,~~received ~~which~~from isthese ~~unsecured~~related parties totaled $235,511 in ~~non-interest-bearing~~2024 and ~~due~~$364,575 onin ~~demand~~2023. ~~During~~The Company repaid a total of $568,831 and $176,273 for the ~~year~~years ended December 31, 2024 and 2023, norespectively. $427,701 ~~amount~~due ~~has~~to ~~been~~the ~~paid~~three ~~for~~entities ~~this~~controlled ~~third-party~~by ~~loan~~Mother of CEO, was assumed by acquisition of Legend LP on March 24, 2023.

~~F-13~~During the years ended December 31, 2024 and 2023, the Company paid compensation to CEO in the amount of $nil and $10,000, respectively. As of December 31, 2024 and 2023, $5,210 and $364 has not been paid and was included in the amount due to related parties on the consolidated balance sheet. For the years ended December 31, 2024 and 2023, the Company occurred professional fee of $44,000 and $48,400, respectively, to Speedlight. During the year ended December 31, 2024 and 2023, payment made to Speedlight totaled $39,000 and $37,900, respectively. The amount due to Speedlight represents the professional fee which has not been paid as of December 31, 2024 and 2023.

~~Note~~On April 2, 2022, the Company entered into a property 9management –agreement ~~Acquisition~~(“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage 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 due to new tenants moving in and additional management services desired. During the year ended December 31, 2023 and 2024, the Company recognized property management income from Legend LP in the amount of $45,000 and $nil, respectively. On March 24, 2023, the Company acquired 51% interest in Legend LP from Legend LLC. Legend LP became a subsidiary of the Company.

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, oneF-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 with related parties in accordance with ASC 805 Business Combinations.13

~~The following~~Note ~~table~~8 ~~presents~~- ~~the~~Commercial ~~allocation of the consideration transferred to the assets acquired~~ and ~~liabilities~~SBA ~~assumed based on their book values.~~Loans

Schedule of ~~Assets~~Commercial ~~Acquired~~ and ~~Liabilities~~SBA ~~Fair Values~~Loans

	Allocation
	December 31,			December 31,
Total purchase consideration	$	1,377,000
Party	2024			2023
Book value of non-controlling interests		1,323,000
Chase auto loan (a)	$	28,172		$	36,222
Total consideration		2,700,000
SBA Loan (b)		13,820			12,344
Identifiable net assets acquired:
Third party individual (c)		-			50,000
Cash	$	3,192
Third party entity A (d)		-			21,256
Account receivable		81,779
Third party entity B (e)		-			4,149,950
Prepaid expenses and other		49,959
Third party entity C (f)		386,091			386,091
Real estate investments		7,888,323
Third party entity D (e)		4,972,642			-
Accounts payable and accrued liabilities		(104,256	)
Total commercial loans		5,400,725			4,655,863
Security deposits payable		(121,893	)
Less: current portion		(498,888	)		(466,065	)
Unearned revenue		(34,125	)
Non-current portion	$	4,901,837		$	4,189,798
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 would start to consolidate the operation results of Legend from April 1, 2023. From April 1, 2023 to December 31, 2023, the Company recognized net loss of $329,886, net of noncontrolling interest, from operations of Legend LP.

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 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 for the year ended December 31, 2022. During the year ended December 31, 2024 and 2023, the Company made loan payment of $8,050 and $8,048, respectively. As of December 31, 2024 and 2023, the current portion of the Chase auto loan totaled $8,049 and $8,048, respectively, which was included in loans, current on the consolidated balance sheets.

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 December 31, 2024 and 2023, the current portion of the outstanding loan balances were $2,974 (including accrued interest of $2,304) and $670, respectively.

~~Note 10~~c. During the year ended December 31, 2023, the Company received a loan of $50,000 from a third-party ~~Income~~individual. ~~Taxes~~The loan was unsecured, due on April 10, 2024, and bears an interest rate of 5% per annum. As of December 31, 2024, the loan has been fully paid off.

~~The Company~~d. ~~has~~In ~~not~~December ~~recognized~~2023, anthe ~~income~~Company ~~tax~~received ~~benefit~~a ~~for~~loan ~~its~~of ~~operating~~$20,000 ~~losses~~from ~~generated~~a ~~based~~third-party ondue ~~uncertainties~~within ~~concerning~~9 ~~its ability to generate taxable income in future periods~~months. The ~~tax~~loan ~~benefit~~origination ~~for~~fee ~~the~~was ~~period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses~~$1,256 ~~the realization of~~ which ~~could~~was ~~not~~unpaid beas ~~considered~~of ~~more~~December ~~likely~~31, ~~than not. In future periods~~2023, ~~tax benefits~~ and ~~related~~included ~~deferred~~in ~~tax~~the ~~assets~~total ~~will~~loan ~~be recognized when management considers realization of such amounts to be more likely than not~~balance. ~~Due~~Monthly topayment ~~the change in ownership provisions~~ of the ~~Tax~~loan ~~Reform~~totaled ~~Act of 1986~~$2, ~~net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations~~362. ~~Should~~The aload ~~change~~was infully ~~ownership~~paid ~~occur,~~off ~~net operating loss carryforwards may be limited~~ as toof ~~use~~December in31, ~~future years~~2024.

As e. 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 ~~2022~~$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 ~~has~~were ~~incurred~~included anin ~~accumulated~~the ~~net~~commercial ~~loss~~loan balance as of ~~approximately~~December $231, 2023.5 ~~million~~During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $1472,977, with $348,309 paid in cash.6 ~~million~~As ~~which resulted~~of December 31, 2023, interest payable of $43,705 was presented and included in athe ~~net~~accounts ~~operating~~payable ~~loss~~and accrued liabilities on the consolidated balance sheet. During the year ended December 31, 2024, the Company received loan proceeds of $30,000, and advance of $68,313 which was paid directly to vendors for ~~income~~real ~~tax~~estate ~~purposes~~investments. ~~Net~~As ~~operation~~of ~~losses~~December 31, 2024, the loan was fully paid off through the refinaning transaction below. On April 15, 2024, Legend LP refinanced the mortgage loan of its Property by securing a new promissory note (the “~~NOLs~~New Note”) ~~can~~ bein ~~carried~~the ~~forever~~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 ~~2017~~“Wall ~~Tax~~Street ~~Cuts~~Journal ~~and~~Prime ~~Jobs~~Rate” ~~Act~~(the “Prime Rate”). The ~~deferred~~Prime ~~tax~~Rate ~~asset~~is ~~has~~the ~~been~~interest ~~fully~~rate ~~reserved~~published ~~for~~each ~~valuation~~business ~~allowance as~~day in the ~~Company~~money ~~believes~~rates ~~they~~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 ~~most~~be using a variable interest rate based on the Prime Rate plus a margin of -~~likely-than-~~1.125 parentage points. However, the interest rate will not ~~realize~~fall below 5% throughout the ~~benefits~~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 year ended December 31, 2024, the Company made repayment of $53,704 to GBC. As of December 31, 2024, accrued interest of $26,346 was included in the current portion of this loan payable

~~Schedule~~ f. The Company assumed a third-party loan in the total amount of ~~Deferred~~$386,091 ~~Tax Asset~~upon ~~Off~~acquisition of Legend LP, which is unsecured, non-~~set~~interest-bearing ~~Valuation~~and ~~Allowance~~due on demand. During the years of 2024 and 2023, no amount has been paid for this third-party loan.

	December 31, 2023			December 31, 2022
Deferred tax asset:
Net operating loss at statutory rates	$	711,237			446,087
Depreciation expense		(52,961	)		(25,214	)
Total deferred tax asset		658,276			420,873
Valuation allowance		(658,276	)		(420,873	)
Net deferred tax asset	$	-			-

F-14

~~F-14~~Note 9 – Acquisition of Legend

~~The~~On March 23, 2023, the Company acquired 51% of partnership ~~reconciliation~~interest of Legend LP from Legend LLC, for issuance of 1,967,143 common stocks of the ~~effective~~Company, ~~income~~with ~~tax~~a ~~rate~~total tofair value of $1,377,000. Legend became a subsidiary of the ~~federal~~Company. ~~statutory~~Legend ~~rate~~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 ~~follows:~~a business combination between related parties in accordance with ASC 805 Business Combinations.

~~Schedule of~~The ~~Reconciliation~~following oftable ~~Effective~~presents ~~Income~~the ~~Tax~~allocation ~~Rate~~of the consideration transferred to ~~Federal~~the ~~Statutory~~assets ~~Rate~~acquired and liabilities assumed based on their book values.

	December 31, 2023			December 31, 2022
Federal income tax rate		21.0	%		21.0	%
Increase in valuation allowance		(21.0	)%		(21.0	)%
Effective income tax rate		0.0	%		0.0	%

The Company has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. In the normal course of business, the Company is subject to examination by taxing authorities. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years before 2017.

	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	)

~~The~~Given the nature of Legend’s operations, substantially ~~Company~~all ~~may~~revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from ~~time~~acquisition date to ~~time~~the bequarter end, ~~assessed~~upon ~~interest~~agreement orwith ~~penalties~~Legend byLLC, ~~major~~the ~~tax~~Company ~~jurisdictions.~~would Instart to consolidate the ~~event~~operation itresults ~~receives~~of anLegend ~~assessment~~from ~~for interest~~April ~~and/or~~1, ~~penalties~~2023. From April 1, it2023 ~~will~~to beDecember ~~classified~~31, in2023, the ~~consolidated~~Company ~~financial~~recognized ~~statements~~net asloss ~~tax~~of ~~expense~~$329,886, net of noncontrolling interest, from operations of Legend LP.

Note 11 –10 ~~Stockholders’~~- ~~Equity~~Income Taxes

AsThe Company has not recognized an income tax benefit offor ~~December~~its ~~31,~~operating ~~2023~~losses ~~and~~generated ~~2022~~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 ~~Company~~realization ~~had~~of 50which could not be considered more likely than not. In future periods,~~389,011~~ tax benefits and ~~45,621,868~~related ~~shares~~deferred tax assets will be recognized when management considers realization of ~~common~~such ~~stock~~amounts ~~issued~~to ~~and~~be ~~outstanding~~more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, ~~respectively~~net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

~~On March~~As 24of December 31, 2024 and 2023, the Company has ~~issued~~incurred ~~1,967,143~~an ~~shares~~accumulated net loss of ~~common~~approximately ~~stock~~$3.8 million and $2.5 million which resulted in a net operating loss for income tax purposes. Net operation losses (“NOLs”) can be carried forever but up to ~~complete~~80% of current year operation result for usage based on the ~~acquisition~~2017 ofTax ~~Legend~~Cuts ~~(Note~~and Jobs 9)Act. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

~~2023~~Schedule ~~Equity~~of ~~Incentive~~Deferred ~~Plan~~Tax Asset Off-set Valuation Allowance

On June 15, 2023, the Board of the Company adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of Common Stock, $0.0001 par value, of the Company (“Common Stock”) on terms determined under this plan (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the Company can issue up to 5,000,000 shares of common stocks of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

	December 31, 2024			December 31, 2023
Deferred tax asset:
Net operating loss at statutory rates	$	985,963		$	711,237
Depreciation expense		(66,926	)		(52,961	)

Total deferred tax asset		919,037			658,276

Valuation allowance		(919,037	)		(658,276	)
Net deferred tax asset	$	-		$	-

On June 26, 2023, the Company granted a total of 2,800,000 shares of common stock of the Company to four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The ~~fair~~reconciliation ~~value~~ of the ~~shares~~effective ~~granted~~income ~~was~~tax ~~valued in the amount of $1,960,000~~rate ~~(i.e.~~to ~~$0.7 per share) at~~ the ~~grant~~federal ~~date.~~statutory ~~For~~rate ~~the~~is ~~year ended December 31, 2023, the Company recognized share-based compensation in the amount of $1,031,014 and the deferred share-based compensation totaled $928,986~~ as ~~of December 31, 2023 given the share certificates have been issued to the four consultants on the grant date.~~follows:

AsSchedule of ~~December~~Reconciliation ~~31,~~of ~~2023,~~Effective ~~the~~Income ~~Company’s~~Tax ~~common~~Rate ~~stock~~to ~~issuable~~Federal ~~under~~Statutory ~~the 2023 Equity Incentive Plan totaled 2,200,000 shares.~~Rate

Note 12 – Contingencies

	December 31, 2024			December 31, 2023
Federal income tax rate		21.0	%		21.0	%
Increase in valuation allowance		(21.0	)%		(21.0	)%
Effective income tax rate		0.0	%		0.0	%

~~On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC~~F-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 within one year and $40,000 due after one year. As of December 31, 2022, the Company had rent payable in the amount of $83,070.15

~~Note~~The Company has evaluated and concluded that there 13are –no ~~Subsequent~~significant ~~event~~uncertain tax positions requiring recognition in its consolidated financial statements. In the normal course of business, the Company is subject to examination by taxing authorities. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years before 2021.

The Company ~~has~~may ~~evaluated~~from ~~subsequent~~time ~~events~~to ~~through~~time ~~the~~be ~~date~~assessed ~~the~~interest or ~~financial~~penalties ~~statements~~by ~~were~~major ~~issued~~tax ~~and~~jurisdictions. ~~filed~~In ~~with~~ the ~~Securities~~event ~~and~~it ~~Exchange~~receives ~~Commission,~~an assessment for interest and/or ~~noted~~penalties, it will be classified in the ~~subsequent~~consolidated ~~event~~financial ~~below:~~statements as tax expense.

~~On April 15, 2024, Legend LP refinanced its Property by securing a new promissory note (the “New~~ Note”) in11 ~~the~~– ~~totaling~~Stockholders’ $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.Equity

~~F-15~~As of December 31, 2024 and 2023, the Company had 50,389,011 and 50,389,011 shares of common stock issued and outstanding, respectively.

~~Item 9.~~On ~~Changes~~March In24, ~~and~~2023, ~~Disagreements~~the ~~with~~Company ~~Accountants~~issued on1,967,143 ~~Accounting~~shares of ~~and~~common ~~Financial~~stock ~~Disclosure~~to complete the acquisition of Legend (Note 9).

~~Not Applicable.~~2023 Equity Incentive Plan

~~Item~~On June 15, 2023, the Board of the Company adopted 9Aan equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. ~~Controls~~Incentives may consist of opportunities to purchase or receive shares of Common Stock, $0.0001 par value, of the Company (“Common Stock”) on terms determined under this plan (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the Company can issue up to 5,000,000 shares of common stocks of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and ~~Procedures~~non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

~~Evaluation~~On June 26, 2023, the Company granted a total of 2,800,000 shares of ~~Disclosure~~common ~~Controls~~stock of the Company to four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The fair value of the shares granted was valued in the amount of $1,960,000 (i.e. $0.7 per share) at the grant date. For the year ended December 31, 2024 and ~~Procedures~~2023, the Company recognized share-based compensation in the amount of $928,986 and $1,031,014, respectively.

~~Disclosure controls~~As ~~and procedures are designed with an objective~~ of ~~ensuring~~December ~~that~~31, ~~information~~2024 ~~required to be disclosed in our periodic reports filed with the Securities~~ and ~~Exchange Commission~~2023, ~~such~~the ~~as this Annual Report on Form 10-K, is recorded, processed, summarized and reported~~Company’s ~~within~~common ~~the~~stock ~~time~~issuable ~~periods~~under ~~specified by~~ the ~~Securities~~2023 ~~and~~Equity ~~Exchange~~Incentive ~~Commission.~~Plan ~~Disclosure~~totaled ~~controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management~~2, ~~including our chief executive officer~~200,000 ~~in order to allow timely consideration regarding required disclosures~~shares.

~~The evaluation~~Note of12 ~~our~~– disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Contingencies

~~As of~~The ~~the~~Company ~~end~~is ofa ~~the~~party ~~period~~to ~~covered~~various bylegal ~~this~~actions ~~report, we carried out an evaluation, under the supervision and with the participation of our~~arising ~~management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined~~ in ~~Rules 13a-15(e) and 15d-15(e) of~~ the ~~Securities~~ordinary ~~Exchange~~course ~~Act~~ of ~~1934~~business asduring of the ~~end~~past ofcouple ~~the period covered by this report~~years. ~~Based~~ onWhen ~~that~~the ~~evaluation,~~Company ~~our~~is ~~Chief~~involved ~~Executive Officer and Chief Financial Officer have concluded that there were significant deficiency~~ in ~~our~~legal ~~internal controls over Financial reporting as of December 31~~proceedings, the ~~2023~~Company ~~and~~records ~~they~~a ~~were~~liability ~~therefore~~for ~~not~~those aslegal ~~effective~~proceedings aswhen ~~they~~it ~~could~~determines beit ~~to ensure~~is ~~that~~probable ~~information required to be disclosed by us in reports~~ that wea ~~file~~loss orhas ~~submit~~been ~~under~~incurred ~~the Securities Exchange Act of 1934 is recorded, processed, summarized~~ and ~~reported within~~ the ~~time~~amount of ~~periods specified in~~ the ~~Securities~~loss ~~and~~can ~~Exchange~~be ~~Commission’s~~reasonably ~~rules and forms~~estimated. The ~~significant~~Company ~~deficiency~~also indiscloses ~~our~~when ~~controls~~it ~~and~~is ~~procedure~~reasonably ~~were~~possible ~~lack of evidences for proper approval and review of disbursements. Management does not believe~~ that ~~any~~a ofmaterial ~~these~~loss ~~significant~~may ~~deficiencies~~be ~~materially affected the results and accuracy of its consolidated~~incurred, ~~financial statements. However~~however, inthe ~~view~~amount ofcannot ~~this~~be ~~discovery~~reasonably ~~of such weaknesses, management has begun a review to improve them~~estimated.

~~MANAGEMENT’S~~On December 8, 2017, the Company entered into a ~~ANNUAL~~lease ~~REPORT~~agreement ONwith ~~INTERNAL~~Puente ~~CONTROL~~Hills ~~OVER~~Business ~~FINANCIAL~~Center ~~REPORTING~~II, L.P. (“PHBC-II”) for a lease term of forty-eight months48, 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 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. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

~~Our management~~On isMay ~~responsible~~23, ~~for~~2023, ~~establishing~~Legend ~~and~~International Investment, ~~maintaining~~LP. ~~adequate~~(“Legend ~~internal~~LP”) ~~control~~and ~~over~~Forge ~~financial~~Innovation ~~reporting~~Development ~~for~~Corp. (the ~~company~~“Company”) inwere ~~accordance with~~added as defendants ~~defined~~ in ~~Rules~~a ~~13a-15(f)~~derivative ~~and~~case ~~15d-15(f)~~associated ~~under~~with the ~~Exchange~~case#: ~~Act~~CVRI2104400. ~~Our~~On ~~internal~~December ~~control~~9, ~~over~~2024, ~~financial~~the ~~reporting~~Riverside isSuperior ~~designed~~Court ~~to provide reasonable assurance regarding the~~ (ithe “Court”) ~~effectiveness~~granted ~~and~~Matthew ~~efficiency~~Taylor ofas ~~operations,~~receiver ~~(ii) reliability~~ of ~~financial~~Legend ~~reporting~~LP ~~and~~ (the ~~preparation~~“Receiver”) ofto ~~consolidated~~assume ~~financial~~control ~~statements~~Legend ~~for~~LP ~~external~~and ~~purposes in accordance with generally accepted accounting principles,~~to ~~and~~manage ~~(iii)~~Legend ~~compliance~~LP’s ~~with applicable laws and regulations~~finances. ~~Our~~As ~~internal~~of ~~controls~~December ~~framework~~31, is2024, ~~based~~Legend onLP ~~the criteria set forth in the Internal Control - Integrated Framework that~~ was ~~issued~~under inreceivership ~~2013~~ordered by the ~~Committee of Sponsoring Organizations of the Treadway Commission (COSO)~~Court.

~~Because~~Legend LP filed a motion to set aside the ofreceivership ~~its~~on ~~inherent~~February ~~limitations~~28th, ~~internal~~2025, ~~control~~and successfully ~~over~~suspending ~~financial~~the ~~reporting~~receivership ~~may~~on ~~not~~March ~~prevent~~17, or2025. ~~detect~~The ~~misstatements.~~Company ~~Also,~~and ~~projections~~Legend LP are currently evaluating the impacts of the ~~any~~receivership ~~evaluation~~and ofmay ~~effectiveness~~bring up a lawsuit to ~~future~~against ~~periods~~the ~~are~~plaintiff ~~subject~~of toreceivership. The rents for the ~~risk~~period ~~that~~from ~~controls~~January ~~may~~through March ~~become~~2025 ~~inadequate~~were ~~because~~collected ofby ~~changes~~the inReceiver ~~conditions~~and will be returned to Legend LP, or subject to any amounts that may have been spent. The Receiver is currently in the ~~degree~~process of ~~compliance~~finalizing ~~with~~the accounting, which is expected to take approximately 30 days. As of the reporting ~~policies~~date, we have not yet received any funds or ~~procedures~~reports ~~may~~from ~~deteriorate~~the receiver. ~~Management~~Further ~~identified~~details awill ~~lack~~be ofprovided once ~~segregation~~the ofreceiver’s ~~duties~~report is made available.

~~Management’s assessment~~On ofMarch ~~the~~3, ~~effectiveness~~2025, ofPlaintiff ~~the~~Xinyi ~~small~~Guo ~~business~~initiated ~~issuer’s~~legal proceedings ~~internal~~against ~~control~~multiple ~~over~~Defendants, ~~financial~~inlcuding ~~reporting~~Legend isInternational asInvestment ofLP. ~~the~~As ~~year~~of ~~ended December~~April 3114, ~~2023.~~2025, Wethe ~~believe~~Defendant ~~that~~has ~~internal controls over financial reporting as set forth above shows material weaknesses and are~~ not yet ~~effective.~~been Weformally ~~have~~served ~~identified~~with ~~material~~the ~~weaknesses~~complaint; ~~considering~~therefore, the ~~nature~~specific ~~and~~allegations ~~extent of our current operations~~ and ~~any~~claims ~~risks~~set orforth ~~errors in~~by ~~financial~~the ~~reporting~~Plaintiff ~~under~~are ~~current~~currently ~~operations~~unavailable.

~~This annual~~Note ~~report~~13 ~~does~~– ~~not~~Subsequent include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.event

~~Subsequent to~~The ~~the~~Company ~~end~~has ofevaluated ~~the~~all ~~period~~other ~~covered~~subsequent byevents through ~~this report, and in light of~~ the ~~weakness~~date ~~described~~these ~~above,~~condensed ~~management~~financial isstatements inwere ~~the~~issued ~~process~~and ofdetermine ~~designing and~~that ~~implementing~~there ~~improvements~~were inno ~~its~~other ~~internal~~subsequent ~~control~~events ~~over~~or ~~financial~~transactions, other ~~reporting~~than ~~and~~the weone ~~currently~~disclosed ~~plan~~under ~~tom~~Note ~~hire~~12, anthat ~~independent~~require ~~third-party consultant~~recognition toor ~~assist~~disclosures in ~~identifying and determining~~ the ~~appropriate~~condensed ~~accounting~~financial ~~procedures and controls to implement~~statements.

~~Item 9B. Other Information.~~F-16

~~Not applicable~~Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

10Not Applicable.

~~PART III~~Item 9A. Controls and Procedures.

~~Item 10.~~Evaluation ~~Directors,~~of ~~Executive~~Disclosure ~~Officers~~Controls and ~~Corporate Governance.~~Procedures

~~The following~~Disclosure ~~table~~controls ~~sets~~and ~~forth~~procedures ~~the~~are ~~names~~designed ~~and~~with an ~~ages~~objective of ~~the~~ensuring ~~current~~that ~~directors~~information ~~and~~required ~~executive~~to ~~officers~~be ofdisclosed ~~the~~in ~~Company,~~our ~~the~~periodic ~~principal~~reports ~~offices~~filed ~~and positions~~ with the ~~Company~~Securities ~~held by each person~~ and ~~the~~Exchange ~~date~~ Commission, such ~~person~~as ~~became~~this aAnnual ~~director~~Report oron ~~executive~~Form ~~officer~~10-K, ofis ~~the~~recorded, ~~Company.~~processed, ~~The~~summarized ~~executive officers~~and ofreported within the ~~Company~~time ~~are~~periods ~~elected~~specified ~~annually~~ by the ~~Board~~Securities and ofExchange ~~Directors~~Commission. ~~The~~Disclosure ~~directors~~controls ~~serve~~are ~~one-year~~also ~~terms~~designed ~~until~~with ~~their~~an ~~successors~~objective ~~are elected.~~of ~~The~~ensuring ~~executive~~that ~~officers~~such ~~serve~~information ~~terms~~is ofaccumulated ~~one~~and communicated ~~year~~to orour ~~until~~management, ~~their~~including ~~death~~our chief executive officer, ~~resignation~~in ororder ~~removal~~to byallow ~~the~~timely ~~Board~~consideration ofregarding ~~Directors~~required disclosures.

The evaluation of our disclosure controls by our principal ~~following~~executive ~~table~~officer ~~sets~~included ~~forth~~a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information ~~regarding~~presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the ~~members~~objectives of the ~~Company’s~~control ~~board~~system are met. Also, projections of any ~~directors~~evaluation of the disclosure controls and ~~its~~procedures ~~executive~~to ~~officers:~~future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Name	Age	Position	Year Commenced
Patrick Liang	40	President, CEO, CFO and Director	2016
Hengjiang Pang (1)	43	Former Director	2020

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were significant deficiency in our internal controls over Financial reporting as of December 31, 2024 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The significant deficiency in our controls and procedure were lack of evidence for proper approval and review of disbursements. Management does not believe that any of these significant deficiencies materially affected the results and accuracy of its consolidated financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

~~(1) Mr.~~MANAGEMENT’S ~~Pang~~ANNUAL ~~resigned~~REPORT asON aINTERNAL ~~Director~~CONTROL OVER ofFINANCIAL ~~the Company on January 11, 2023~~REPORTING.

~~Directors~~Our management is responsible for establishing and ~~serve~~maintaining ~~until~~adequate internal control over financial reporting for the ~~next~~company ~~annual~~in ~~meeting~~accordance ~~and~~with ~~until~~as ~~their~~defined ~~successors~~in ~~are~~Rules ~~elected~~13a-15(f) and ~~qualified~~15d-15(f) under the Exchange Act. ~~Officers~~Our ~~are~~internal ~~appointed~~control over financial reporting is designed to ~~serve~~provide ~~for~~reasonable ~~one~~assurance ~~year until~~regarding the ~~meeting~~(i) effectiveness and efficiency of ~~the~~operations, ~~board~~(ii) reliability of ~~directors~~financial ~~following~~reporting and the ~~annual~~preparation ~~meeting~~ of ~~stockholders~~consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and ~~until~~(iii) ~~their~~compliance ~~successors~~with ~~have~~applicable ~~been~~laws ~~elected~~ and ~~qualified~~regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~Patrick Liang-~~Because ~~President, CEO, CFO and Director since April 2016. Mr. Liang has transitioned over to the Company from Finisar Corp., from May 2015 until April 2016, where Mr. Liang was in charge~~ of ~~MES~~its ~~(Manufacturing~~inherent ~~Executive System)~~limitations, ~~Operation~~internal ~~Support and Head Industry~~control ~~Engineer.~~over ~~Mr.~~financial ~~Liang’s~~reporting ~~responsibilities~~may ~~were supporting the company’s MES system, which included but were~~ not ~~limited~~prevent ~~to: Forecasting~~or ~~the~~detect ~~company’s~~misstatements. ~~capacity~~Also, ~~calculate~~projections ~~the~~of ~~yield~~any ~~rate~~evaluation ~~and~~of ~~HPU,~~effectiveness ~~UPU system in order~~ to ~~optimize~~future ~~the performance of production~~periods ~~assembly;~~are ~~Using~~subject ~~Camstar’s Insite system~~ to ~~trace and track~~ the ~~production~~risk inthat ~~order~~controls tomay ~~monitor~~become ~~the~~inadequate ~~assembly~~because ~~line’s~~of ~~real~~changes ~~time assembly performance and understanding the detail assembly issue such as bottle neck, yield rate low on specific processing step, production~~ in ~~assembly flow’s traceability and so on. Mr. Liang also has extensive experience in Parts Coordinator Supervision and worked in the Yami Seiki USA~~conditions, from February 2014 until March 2015 as raw materials coordinator supervisor to which his duties included, but were not limited to: Regulating parts to provide precise information to the technician who use the parts to install or ~~repair~~that the ~~CNC (Computer~~degree ~~Numerical Controls) machine. Mr. Liang received a BS Degree in Mathematics/Math and Physical Sciences from the University~~ of ~~California~~ ~~Riverside~~compliance ~~and~~with ~~in 2008 a BA Degree in English and Business from~~ the ~~Shanghai Foreign Language University; Mr. Liang skills~~ ~~include~~policies ~~familiarity~~or ~~with~~procedures ~~Industry’s~~may MES system as well as Industry Engineering; Strong leadership and management capabilities; Fluent in English and Chinese (Both Mandarin and Cantonese) and expert capability with Microsoft Word, Microsoft Excel, Microsoft Power Point and Adobe Photoshopdeteriorate. AsManagement identified a ~~founder~~lack of ~~the~~segregation ~~Company, Mr. Liang is most familiar with the business plan and the future mission~~ of ~~the Company~~duties. ~~His vision, together with his strong analytical academic background, we believe, makes him an excellent choice to be the CEO and a director of the Company.~~

~~Hengjiang Pang~~Management’s –assessment ~~Mr. Pang has nearly 18 years~~ of ~~finance~~the ~~and accounting experiences in both Asia~~effectiveness ~~and North America. Mr. Pang served a number~~ of ~~senior management roles in~~ the ~~companies~~small ~~including~~business ~~his~~issuer’s ~~6-year~~internal ~~tenure~~control ~~with~~over ~~HeJian~~financial ~~Technology Co.,~~reporting ~~Ltd.~~is ~~(subsidiary~~as of ~~UMC),~~the ~~Financial~~year ~~Controller~~ended ofDecember ~~a private-equity company in Pasadena~~31, ~~California~~2024. ~~Mr.~~We ~~Pang~~believe ~~is also the President~~that ofinternal ~~Speedlight~~controls ~~Consulting~~over ~~Services~~financial ~~Inc.,~~reporting ~~which~~as isset ~~focus~~forth onabove ~~the~~shows ~~goal~~material toweaknesses ~~assist companies going public in the USA,~~ and ~~maintain~~are ~~the~~not ~~public requirements from both SEC and other departments~~effective. ~~Mr.~~We ~~Pang~~have ~~has~~identified ~~successfully assisted several companies going public in the USA since~~material ~~2016,~~weaknesses ~~which~~considering ~~including~~ the ~~areas~~nature ~~of real estate development, travelling business, hotel management, medical product development~~ and ~~hemp industry.~~extent ~~Mr. Pang holds MBA degree from Keller Graduate School~~ of ~~Management~~our atcurrent ~~Devry~~operations ~~University,~~and ~~Long~~any ~~Beach~~risks ~~and~~or aerrors BA in ~~Industrial Engineering~~financial ~~from~~reporting ~~Northeastern~~under ~~University~~current ~~(China)~~operations.

~~Term~~This annual report does not include an attestation report of ~~office~~the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

~~All officers~~Subsequent ~~and~~to ~~directors listed above will remain in office until~~ the ~~next~~end ~~annual meeting~~ of ~~our~~the ~~stockholders,~~period ~~and~~covered ~~until~~by ~~their successors~~this ~~have~~report, ~~been duly elected~~ and ~~qualified or until removed from office~~ in ~~accordance~~light ~~with~~of ~~our bylaws. There are no agreements with respect to~~ the ~~election~~weakness ofdescribed ~~Directors. We have not compensated our Directors for service on our Board of Directors~~above, ~~any~~management ~~committee~~is ~~thereof,~~in ~~or reimbursed~~the ~~for~~process ~~expenses incurred for attendance at meetings~~ of ~~our~~designing ~~Board of Directors~~ and~~/or~~ ~~any~~implementing ~~committee~~improvements ofin ~~our~~its ~~Board of Directors.~~internal ~~Officers~~control ~~are~~over ~~appointed~~financial ~~annually~~reporting ~~by our Board of Directors~~ and ~~each~~we ~~Executive~~currently ~~Officer~~plan ~~serves~~tom athire ~~the~~an ~~discretion~~independent ofthird-party ~~our~~consultant ~~Board~~to ofassist ~~Directors. We~~in doidentifying ~~not~~and ~~have any standing committees. Our Board of Directors may in~~ determining the ~~future~~appropriate ~~determine~~accounting toprocedures ~~pay Directors’ fees~~ and ~~reimburse Directors~~controls ~~for expenses related~~ to ~~their activities~~implement.

~~None of~~Item ~~our~~9B. ~~Officers~~Other and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) yearsInformation.

~~Director Independence~~Not applicable.

~~The Board currently consists of one member, Mr. Patrick Liang, and who does not meet the independence requirements of the Nasdaq Stock Market as currently in effect.~~10

11PART III

~~Committees~~ Item 10. Directors, Executive Officers and ~~Terms~~Corporate Governance.

The ~~Board~~ offollowing ~~Directors~~table ~~(the~~sets ~~“Board”)~~forth ~~has~~the ~~not~~names ~~established~~and ~~any~~ages of ~~committees.~~the ~~The~~current ~~Company~~directors ~~will~~and ~~notify~~executive ~~its~~officers ~~shareholders~~of ~~for~~the anCompany, ~~annual shareholder~~the ~~meeting~~principal offices and ~~that~~positions ~~they~~with ~~may~~the ~~present~~Company ~~proposals~~held ~~for~~by ~~inclusion~~each inperson and the ~~Company’s~~date ~~proxy~~such ~~statement~~person tobecame bea ~~mailed~~director inor ~~connection with~~executive ~~any~~officer ~~such~~of ~~annual~~the ~~meeting;~~Company. ~~such~~The ~~proposals~~executive ~~must~~officers beof ~~received~~the Company are elected annually by the ~~Company~~Board atof ~~least~~Directors. 90The ~~days~~directors ~~prior~~serve toone-year ~~the~~terms ~~meeting~~until their successors are elected. NoThe ~~other~~executive ~~specific policy~~officers ~~has~~serve ~~been~~terms ~~adopted~~of one inyear ~~regard~~or tountil ~~the~~their ~~inclusion~~death, ofresignation ~~shareholder~~or ~~nominations~~removal toby the Board of Directors.

~~Code~~The following table sets forth information regarding the members of ~~Ethics~~the Company’s board of directors and its executive officers:

To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations.

Name		Age		Position		Year Commenced
Patrick Liang		41		President, CEO, CFO and Director		2016

~~Item~~Directors serve until the next annual meeting and 11until their successors are elected and qualified. ~~Executive~~Officers ~~Compensation~~are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified.

Patrick Liang- President, CEO, CFO and Director since April 2016. Mr. Liang has transitioned over to the Company from Finisar Corp., from May 2015 until April 2016, where Mr. Liang was in charge of MES (Manufacturing Executive System), Operation Support and Head Industry Engineer. Mr. Liang’s responsibilities were ~~Compensation~~supporting the company’s MES system, which included but were not limited to: Forecasting the company’s capacity, calculate the yield rate and HPU, UPU system in order to optimize the performance of production assembly; Using Camstar’s Insite system to trace and track the production in order to monitor the assembly line’s real time assembly performance and understanding the detail assembly issue such as bottle neck, yield rate low on specific processing step, production in assembly flow’s traceability and so on. Mr. Liang also has extensive experience in Parts Coordinator Supervision and worked in the Yami Seiki USA, from February 2014 until March 2015 as raw materials coordinator supervisor to which his duties included, but were not limited to: Regulating parts to provide precise information to the technician who use the parts to install or repair the CNC (Computer Numerical Controls) machine. Mr. Liang received a BS Degree in Mathematics/Math and Physical Sciences from the University of California Riverside and in 2008 a BA Degree in English and Business from the Shanghai Foreign Language University; Mr. Liang skills include familiarity with Industry’s MES system as well as Industry Engineering; Strong leadership and management capabilities; Fluent in English and Chinese (Both Mandarin and Cantonese) and expert capability with Microsoft Word, Microsoft Excel, Microsoft Power Point and Adobe Photoshop. As a founder of the Company, Mr. Liang is most familiar with the business plan and the future mission of the Company. His vision, together with his strong analytical academic background, we believe, makes him an excellent choice to be the CEO and a director of the Company.

~~The Summary~~Term Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2023, 2022 and 2021. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.office

~~Summary~~All officers and directors listed above will remain ~~Compensation~~in ~~Table~~office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Patrick Liang		2023		35,000														35,000
President, Chief		2022		60,000		-		-		-		-		-		-		60,000
Executive Officer		2021		60,000		-		-		-		-		-		-		60,000
Hengjiang Pang (1)		2023		-		-		-		-		-		-		-		-
Director		2022		-		-		-		-		-		-		-		-
		2021		-		-		-		-		-		-		-		-

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

~~(1) Mr. Pang resigned as a~~ Director ~~of the Company on January 11, 2023.~~Independence

~~Employment~~The Board currently consists of one member, Mr. Patrick ~~Agreements~~Liang, and who does not meet the independence requirements of the Nasdaq Stock Market as currently in effect.

~~The Company has not entered into employment agreements with any of its employees or officers as of December 31, 2023.~~11

~~Stock Equity~~Committees ~~Plan~~and Terms

~~A total~~The ofBoard ~~5,000,000 shares~~ of ~~common~~Directors ~~stock~~(the ~~are~~“Board”) ~~authorized~~has not toestablished beany ~~issuable~~committees. toThe ~~employees, consultants, and directors of the~~ Company ~~under our~~will ~~2023~~notify ~~Equity~~its ~~Incentive~~shareholders ~~Plan~~for ~~which~~an ~~was~~annual ~~approved~~shareholder bymeeting ~~our~~and ~~Board~~that ofthey ~~Directors~~may onpresent ~~June 15, 2023. On~~proposals ~~June~~for ~~26,~~inclusion ~~2023,~~in the Company’s ~~granted~~proxy astatement ~~total~~to ofbe ~~2,800,000~~mailed ~~shares~~in ofconnection ~~common~~with ~~stock~~any ofsuch ~~the~~annual ~~Company~~meeting; tosuch ~~four~~proposals ~~consultants~~must ~~for~~be ~~one-year consulting~~received ~~services,~~by ~~pursuant to~~ the Company’s ~~2023~~at ~~Equity~~least ~~Incentive~~90 ~~Plan.~~days ~~The~~prior ~~fair~~to ~~value of~~ the ~~shares granted was valued in the amount of $1,960,000 at the grant date~~meeting. ~~For~~No ~~the~~other ~~year~~specific ~~ended~~policy ~~December~~has ~~31,~~been ~~2023,~~adopted ~~the~~in ~~Company~~regard ~~recognized~~to ~~share-based compensation in~~ the ~~amount of~~inclusion ~~$1,031,014. As~~ of ~~December~~shareholder nominations ~~31,~~to ~~2023,~~ the ~~deferred~~Board ~~share-based~~of ~~compensation totaled $928,986~~Directors.

As Code of ~~December 31, 2023, the Company’s common stock issuable under the 2023 Equity Incentive Plan totaled 2,200,000 shares.~~Ethics

~~Employee Pension~~To date, ~~Profit~~we ~~Sharing~~have ornot ~~other~~adopted ~~Retirement~~a ~~Plans~~Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations.

~~We do~~Item ~~not~~11. ~~have~~Executive ~~a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.~~Compensation

12Executive Compensation

~~Item~~The Summary Compensation Table shows certain compensation 12information for services rendered in all capacities for the fiscal years ended December 31, 2024, 2023 and 2022. ~~Security~~Other ~~Ownership~~than ofas ~~Certain~~set ~~Beneficial~~forth herein, ~~Owners~~no executive officer’s salary and ~~Management~~bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and ~~related~~certain ~~Stockholder~~other ~~Matters~~compensation, if any, whether paid or deferred.

~~The following~~Summary ~~table~~Compensation sets forth information as of December 31, 2023 regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.Table

Name and Address of Beneficial Owner (3)	Position		Amount of Shares Beneficial Owned				Percent of class (1)
Name and Principal Position	Year				Salary ($)				Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Patrick Liang (3)	President, CEO, CFO and Director			37,184,843	(2)			73.80	%
Patrick Liang		2024				15,000																15,000
Hengjiang Pang (4)	Former Director			2,800,600	(5)			5.56	%
President, Chief		2023				35,000																35,000
Officers and Directors as a Group (1)				37,184,843				73.80	%
Executive Officer		2022				60,000				-		-		-		-		-		-		60,000

(1)	Based upon 50,389,011 shares outstanding as of April 15, 2024.
(2)	Includes 10,000 shares owned by Mr. Liang’s wife.
(3)	The addresses of the officers and directors of the Company is 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509.
(4)	Mr. Pang resigned as a Director of the Company on January 11, 2023.
(5)	Includes 2,800,400 shares owned by Mr. Pang’s wife.

Employment Agreements

~~Item~~The Company has not entered into employment agreements ~~13.~~with ~~Certain~~any ~~Relationships~~of ~~and~~its ~~Related~~employees ~~Transactions~~or officers as of December 31, 2024.

~~As of~~Stock ~~December~~Equity ~~31, 2023 and 2022, the amounts due to related parties consisted of the following:~~Plan

Party	Nature of relationship	December 31, 2023		December 31, 2022
Patrick Liang (“Patrick”)	CEO of the Company	$	364	$	-
Hua Guo	Officer of Legend LP and Patrick’s mother		53,000		-
Xiaohui Deng	Member of Legend LP		50,000		-
Xingyu Liu	Member of Legend LP		100,000		-
Glory Investment International Inc. (“Glory”)	Entity controlled by Patrick’s mother		161,500		-
Prime Investment International Inc. (“Prime”)	Entity controlled by Patrick’s mother		300,451		-
University Campus Hotel LP (“University”)	Entity controlled by Patrick’s mother		191,000		-
Speedlight Consulting Services Inc (“Speedlight”)	Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023		70,500		60,000
		$	926,815	$	60,000

2023 Equity Incentive Plan

~~The~~On June 15, 2023, the Board of the Company adopted ~~amounts~~an ~~due~~equity toincentive ~~related~~plan ~~parties~~to ~~are~~increase ~~unsecured,~~stockholder ~~non-interest-bearing~~value and ~~due~~to onadvance ~~demand.~~the ~~During~~interests of the ~~years~~Company ~~ended~~by ~~December~~furnishing 31a variety of economic incentives (“Incentives”) designed to attract, ~~2023~~retain and ~~2022~~motivate employees, ~~these~~ ~~related~~certain ~~parties~~key ~~paid~~consultants ~~expenses~~and ondirectors ~~behalf~~ of the Company. inIncentives ~~the~~may ~~total~~consist ~~amount~~of opportunities to purchase or receive shares of $9Common Stock,~~980~~ ~~and~~ $40.0001 par value,~~809,~~ ~~respectively.~~of ~~Advances~~the ~~received~~Company (“Common ~~from~~Stock”) ~~these~~on ~~related~~terms ~~parties~~determined ~~totaled~~under ~~$364,575~~this inplan (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the ~~and~~Company can issue up to 5,000,000 shares of common stocks of the Company. ~~repaid~~Incentives may be granted in any one or a ~~total~~combination of: (a) ~~$176,273~~incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. ~~$658,000~~Such ~~due~~incentives may be subject to vesting conditions determined by the ~~three~~Board ~~entities~~of ~~controlled~~Directors at grant. The maximum byterm ~~our~~of ~~CEO’s~~options ~~mother,~~or ~~was~~other ~~assumed~~stock-based award granted is ten years or such lesser time as determined by ~~acquisition~~the Board of ~~Legend~~Directors LPat onthe ~~March~~time of ~~24, 2023~~grant.

13On June 26, 2023, the Company granted a total of 2,800,000 shares of common stock of the Company to four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The fair value of the shares granted was valued in the amount of $1,960,000 (i.e. $0.7 per share) at the grant date. For the year ended December 31, 2024 and 2023, the Company recognized share-based compensation in the amount of $928,986 and $1,031,014, respectively.

As of December 31, ~~2023,~~2024 ~~$33 has not been paid~~ and ~~was included in the amount due to related parties on the consolidated balance sheet. For the years ended December 31,~~ 2023 ~~and 2022~~, the Company ~~paid professional fee of $48,400 and $39,200, respectively, to Speedlight.~~’s ~~The~~common ~~amount~~stock ~~due~~issuable tounder ~~Speedlight represents~~ the ~~professional~~2023 ~~fee~~Equity ~~which~~Incentive ~~has~~Plan ~~not~~totaled ~~been paid as of December 31~~2,200,000 ~~2023 and 2022~~shares.

~~On January~~Employee 4Pension, ~~2021,~~Profit ~~the~~Sharing ~~Company~~or ~~purchased~~other ~~a vehicle from Patrick Liang, the President of the Company, for daily business operation, in the~~Retirement ~~amount of $22,861, which equaled to the remaining vehicle loan balance with 7.11% interest rate annum for a period of 41 months and monthly installment of $558.~~Plans

OnWe ~~April~~do 2,not ~~2022,~~have ~~the Company entered into~~ a ~~property~~defined ~~management agreement (“PMA”) with Legend International Investment~~benefit, ~~LP.~~pension ~~(the “Legend LP”)~~plan, ~~a previous related party of the Company and~~profit ~~currently~~sharing aor ~~subsidiary~~other ofretirement ~~the Company~~plan, ofalthough ~~which~~we ~~the~~may ~~management~~adopt is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage 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,~~or ~~two-story~~more ~~buildings containing 48,722 total square foot~~ of ~~gross~~such ~~leasable~~plans ~~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 due to new tenants moving in and additional management services desired~~future. During the years ended December 31, 2023 and 2022, the Company recognized property management income from Legend LP in the amount of $107,000 and 180,000, respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the period started from April to December in 2023.

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 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 for the year ended December 31, 2022. During the year ended December 31, 2023, the Company made loan payment of $8,048. As of December 31, 2023 and 2022, the current portion of the Chase auto loan totaled $8,048 and $8,049, respectively, which was included in loans, current on the consolidated balance sheets.12

Item 14 12. ~~Principal~~Security ~~Accountant~~Ownership ~~Fees~~of Certain Beneficial Owners and ~~Services.~~Management and related Stockholder Matters

~~During 2023~~The ~~and~~following ~~2022,~~table ~~Simon~~sets &forth ~~Edward,~~information ~~LLP~~as of December 31, 2024 regarding the beneficial ownership of the Company’s ~~independent~~common ~~auditors~~stock ~~have~~by ~~billed~~each ~~for~~of ~~their~~its ~~services~~executive asofficers ~~set~~and ~~forth~~directors, ~~below. In~~individually ~~addition,~~and ~~fees~~as ~~and~~a ~~services~~group ~~related~~and toby ~~the~~each ~~audit~~person ofwho ~~the~~beneficially ~~consolidated~~owns ~~financial~~in ~~statements~~excess of ~~the~~five ~~Company~~percent ~~for~~of the ~~period~~common ~~ended~~stock ~~December 31,~~after ~~2023,~~giving aseffect ~~contained~~to inany ~~this~~exercise of ~~Report,~~warrants ~~are~~or ~~estimated~~options ~~and~~held ~~included~~by ~~for~~that ~~the fiscal year ended December 31, 2022~~person.

	Year ended December 31,
Name and Address of Beneficial Owner (1)	Position		Amount of Shares Beneficial Owned				Percent of class (2)
	2023				2022
Patrick Liang (1)	President, CEO, CFO and Director			37,184,843	(3)			73.80	%
Audit Fees	$	17,000			$	9,500
Officers and Directors as a Group (1)				37,184,843				73.80	%
Audit-Related Fees	$	-0-			$	-0-
Tax Fees	$	1,760			$	1,200
All Other Fees	$	-0-			$	-0-

Pre-Approval Policy

⁽¹⁾	The addresses of the officers and directors of the Company is 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509.
⁽²⁾	Based upon 50,389,011 shares outstanding as of April 15, 2025.
⁽³⁾	Includes 10,000 shares owned by Mr. Liang’s wife.

14As of December 31, 2024 and 2023, the amounts due to related parties consisted of the following:

PART IV

Party	Nature of relationship	December 31, 2024		December 31, 2023
Patrick Liang (“Patrick”)	Chief Executive Officer	$	5,210	$	364
Hua Guo	Officer		103,654		53,000
Xiaohui Deng	Member of Legend LP		-		50,000
Xingyu Liu	Member of Legend LP		-		100,000
Glory Investment International Inc. (“Glory”)	Entity controlled by Mother of CEO		131,500		161,500
Prime Investment International Inc. (“Prime”)	Entity controlled by Mother of CEO		258,971		300,451
University Campus Hotel LP (“University”)	Entity controlled by Mother of CEO		37,230		191,000
Speedlight Consulting (“Speedlight”)	Entity controlled by a former director, appointed on November 2020 and resigned on January 11, 2023		75,500		70,500
		$	612,065	$	926,815

~~Item~~The amounts due to related parties are unsecured, 15non-interest-bearing and due on demand. ~~Exhibits;~~During ~~Financial~~the ~~Statement~~years ~~Schedules~~ended December 31, 2024 and 2023, these related parties paid expenses on behalf of the Company in the total amount of $13,570 and $9,980, respectively. Advances received from these related parties totaled $235,180 in 2024 and $364,575 in 2023. The Company repaid a total of $568,500 and $176,273 for the years ended December 31, 2024 and 2023, respectively. $658,000 due to the three entities controlled by Mother of CEO, was assumed by acquisition of Legend LP on March 24, 2023.

3.1*	Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 25, 2017)
3.2*	By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 25, 2017)
31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
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 (formatted as Inline XBRL and contained in Exhibit 101)

During the years ended December 31, 2024 and 2023, the Company paid compensation to CEO in the amount of $nil and $10,000, respectively. As of December 31, 2024 and 2023, $5,210 and $364 has not been paid and was included in the amount due to related parties on the consolidated balance sheet. For the years ended December 31, 2024 and 2023, the Company occurred professional fee of $44,000 and $48,400, respectively, to Speedlight. The amount due to Speedlight represents the professional fee which has not been paid as of December 31, 2024 and 2023.

*	Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 25, 2017.
**	Filed herewith

On January 4, 2021, the Company purchased a vehicle from Patrick Liang, the President of the Company, for daily business operation, in the amount of $22,861, which equaled to the remaining vehicle loan balance with 7.11% interest rate annum for a period of 41 months and monthly installment of $558.

~~SIGNATURES~~On April 2, 2022, the Company entered into a property management agreement (“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage 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 due to new tenants moving in and additional management services desired. During the year ended December 31, 2023 and 2024, the Company recognized property management income from Legend LP in the amount of $45,000 and $nil, respectively.

~~In accordance~~Item ~~with~~14. ~~the~~Principal ~~Section~~Accountant 13Fees orand ~~15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 16th day of April, 2024~~Services.

~~FORGE~~During ~~INNOVATION~~2024 ~~DEVELOPMENT~~and ~~CORP.~~2023, ~~By:~~Simon /& Edward, LLP, the Company’s/ ~~Patrick~~independent ~~Liang~~auditors ~~Patrick~~have ~~Liang~~billed for their services as set forth below. In addition, ~~Chief~~fees ~~(Principle)~~and ~~Executive~~services ~~Officer~~related to the audit of the consolidated financial statements of the Company for the period ended December 31, 2024, as contained in this Report, are estimated and included for the fiscal year ended December 31, 2023.

In accordance with the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the dates stated.

	Years ended December 31,
	2024		2023
Audit Fees	$	17,707	$	17,000

Audit-Related Fees	$	-0-	$	-0-

Tax Fees	$	1,760	$	1,760

All Other Fees	$	-0-	$	-0-

/s/ Patrick Liang		Dated: April 16, 2024
Patrick Liang
Chief Executive Officer, President, Chief Financial Officer and Director

Pre-Approval Policy

16Our Board as a whole pre-approves all services provided by Simon & Edward, LLP. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with the independence as our auditors.

~~EXHIBIT INDEX~~14

3.1*	Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 25, 2017)
3.2*	By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 25, 2017)
31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
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.

PART IV

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 (formatted as Inline XBRL and contained in Exhibit 101)

Item 15. Exhibits; Financial Statement Schedules.

*	Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 25, 2017.
3.1*	Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 25, 2017)
**	Filed herewith
3.2*	By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 25, 2017)
31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
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 (formatted as Inline XBRL and contained in Exhibit 101)

*	Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 25, 2017.

**	Filed herewith

SIGNATURES

In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 15^st day of April, 2025.

	FORGE INNOVATION DEVELOPMENT CORP.

	By:	/s/ Patrick Liang
		Patrick Liang, Chief (Principle) Executive Officer

/s/ Patrick Liang

Dated: April 15, 2025

Patrick Liang

Chief Executive Officer, President,

Chief Financial Officer and Director

EXHIBIT INDEX

3.1*	Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 25, 2017)

3.2*	By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 25, 2017)

31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

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 (formatted as Inline XBRL and contained in Exhibit 101)

*	Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 25, 2017.

**	Filed herewith

Filing Compare · FORGE INNOVATION DEVELOPMENT CORP.