10-Q 1 form10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the Quarterly Period Ended September 30, 2020

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

For the transition period from ______________ to ______________

Commission File No. 333-218248

FORGE INNOVATION DEVELOPMENT CORP.

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

NEVADA

81-4635390

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6280 Mission Blvd Unit 205

Jurupa Valley, CA 92509

(Address of principal executive offices)

(626) 986-4566

(Registrant’s telephone number, including area code)

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

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 [X] No [ ]

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

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
	Emerging growth company [X]

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		FGNV		OTC Markets Group

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

The number of shares of Common Stock, $0.0001 par value, of the registrant outstanding at November 11. 2020 was 45,621,868.

FORGE INNOVATION DEVELOPMENT CORP.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS

	PAGE

Part I. FINANCIAL INFORMATION:

Item 1. Condensed Consolidated Financial Statements:	1

Consolidated Balance Sheets, September 30, 2020 (unaudited) and December 31, 2019	2

Consolidated Statements of Operations (unaudited), for the Three Months and Nine Months ended September 30, 2020 and 2019	3

Consolidated Statements of Cash Flows (unaudited), for the Nine Months ended September 30, 2020 and 2019	4

Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months and Nine Months ended September 30, 2020 and 2019	5

Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3. Quantitative and Qualitative Disclosures About Market Risk	12

Item 4. Controls and Procedures	12

Part II. OTHER INFORMATION:

Item 1. Legal Proceedings	13

Item 1A. Risk Factors	13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3. Defaults Upon Senior Securities	13

Item 4. Mine Safety Disclosures	13

Item 5. Other Information	13

Item 6. Exhibits	14

SIGNATURES	15

EXHIBIT INDEX	16

PART I

ITEM 1. FINANCIAL STATEMENTS

FRORGE INNOVATION DEVELOPMENT CORP.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets, September 30, 2020 (Unaudited) and December 31, 2019	2

Consolidated Statements of Operations (unaudited), for the Three Months and Nine Months ended September 30, 2020 and 2019	3

Consolidated Statements of Cash Flows (unaudited), for the Nine Months ended September 30, 2020 and 2019	4

Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months and Nine Months ended September 30, 2020 and 2019	5

Notes to Condensed Consolidated Financial Statements (unaudited)	6

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2020			2019
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	287,337		$	366,270
Note receivable		-			110,000
Account receivable		3,000			-
Prepaid expense and other current assets		13,100			8,000

Total Current Assets		303,437			484,270

NONCURRENT ASSETS
Operating lease right-of-use assets		77,917			122,122
Property and equipment, net		27,059			34,395
Rent deposit		13,953			13,953
Total Non-Current Assets		118,929			170,470
TOTAL ASSETS	$	422,366		$	654,740

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Other current liability	$	23,285		$	4,774
SBA loan		46			-
PPP loan		19,400			-
Operating lease liabilities		63,785			59,313
Total Current Liabilities		106,516			64,087

Long term portion of operating lease liabilities		16,667			65,317
Long term portion of SBA Loan		13,954			-
TOTAL LIABILITIES		137,137			129,404

STOCKHOLDERS’ EQUITY:
Preferred stock ($.0001 par value, 50,000,000 shares authorized; no share issued and outstanding as of September 30, 2020 and December 31, 2019)		-			-
Common stock ($.0001 par value, 200,000,000 shares authorized, 45,621,868 shares issued and outstanding as of September 30, 2020 and December 31, 2019)		4,562			4,562
Additional Paid-in Capital		1,469,678			1,469,678
Accumulated Deficit		(1,189,011	)		(948,904	)
Total Stockholders’ Equity		285,229			525,336
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	422,366		$	654,740

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended						For the nine months ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019

Revenue	$	9,000		$	9,000		$	27,000		$	27,000
Cost of revenue		-			-			-			-
Gross Profit		9,000			9,000			27,000			27,000

Operating Expenses
Consulting Expenses		18,000			18,000			54,000			54,010
Other Selling, General and Administrative Expenses		76,933			60,191			212,307			181,064

Total Operating Expenses		94,933			78,191			266,307			235,074

Interest income		-			550			-			1,650
Income tax		800			-			800			800
Net loss	$	(86,733	)	$	(68,641	)	$	(240,107	)	$	(207,224	)

Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted		45,621,868			45,621,868			45,621,868			45,621,868

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(240,107	)	$	(207,224	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of ROU		27			1,881
Depreciation expense		7,336			6,459
Change in operating assets and liabilities:
Account receivable		(3,000	)		3,000
Prepaid expense and other current assets		(5,100	)		(11,000	)
Other current liability		18,511			(2,675	)
Net cash used in operating activities		(222,333	)		(209,559	)

CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable		110,000			-
Purchase of property and equipment		-			(9,797	)
Net cash provided by (used in) investing activities		110,000			(9,797	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from PPP loan		19,400			-
Proceeds from SBA loan		14,000			-
Process from related party borrowings		-			300
Net cash provided by financing activities		33,400			300

Net decrease in Cash		(78,933	)		(219,056	)
Cash at beginning of period:		366,270			653,142
Cash at end of period:	$	287,337		$	434,086

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	-		$	-
Income taxes paid	$	800		$	800

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

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Equity
Balance, January 1, 2020		45,621,868	$	4,562	$	1,469,678	$	(948,904	)	$	525,336
Net loss								(76,123	)		(76,123	)

Balance, March 31, 2020		45,621,868	$	4,562	$	1,469,678	$	(1,025,027	)	$	449,213
Net loss								(77,251	)		(77,251	)
Balance, June 30, 2020		45,621,868	$	4,562	$	1,469,678	$	(1,102,278	)		371,962
Net loss								(86,733	)		(86,733	)
Balance, September 30, 2020		45,621,868	$	4,562	$	1,469,678	$	(1,189,011	)	$	285,229

	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Equity
Balance, January 1, 2019		45,621,868	$	4,562	$	1,469,678	$	(665,516	)	$	808,724
Net loss								(68,419	)		(68,419	)

Balance, March 31, 2019		45,621,868	$	4,562	$	1,469,678	$	(733,935	)	$	740,305
Net loss								(70,164	)		(70,164	)
Balance, June 30, 2019		45,621,868	$	4,562	$	1,469,678	$	(804,099	)	$	670,141
Net loss								(68,641	)		(68,641	)
Balance, September 30, 2019		45,621,868	$	4,562	$	1,469,678		(872,740	)	$	601,500

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

Forge Innovation Development Corp. and Subsidiary

Notes to the unaudited condensed consolidated financial statements

Note 1 - Organization and Description of Business

Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, the “Company”), was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go Enterprises, LLC (the “Company Predecessor”). On November 3, 2016, Forge filed an amendment to 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. Tel: 626-986-4566. The Company’s main business focuses on real estate development, land purchasing and selling and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”.

On August 17, 2020, Forge established a wholly owned subsidiary, Forge Network Inc, in the State of California. Forge Network Inc is engaged in online retail under the website: http://www.ez2go.us. We are still building up the website at present, and we plan to formally launch it in the month of November 2020.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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

The unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, (FASB ASC 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.

In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on its financial position and results of operations.

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

Liquidity

As of September 30, 2020, the Company’s principal sources of liquidity consisted of approximately $287,000 of cash, and future cash generated from operations. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for at least one year from the date of the issuance of the accompanying financial statements. The Company continues to control its cash expenses. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.

Note 3 - Income Taxes

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

For the nine months ended September 30, 2020 and 2019, the Company has incurred a net loss of $240,107 and $207,224, respectively, which resulted in a net operating loss for income tax purposes. At September 30, 2020 and December 31, 2019, the loss results in a deferred tax assets of approximately $321,000 and $252,722, respectively at the tax rate of 21%. The deferred tax asset has been off-set by an equal valuation allowance.

Note 4 - Concentration of Risk

The Company maintains cash in two accounts within two local commercial bank located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. At September 30, 2020 and December 31, 2019, uninsured cash balances were $47,301 and $116,174, respectively.

For the nine months ended September 30, 2020 and 2019, the Company’s revenue generated from one customer in the amount of $27,000 and $27,000, respectively. At September 30, 2020 and December 31, 2019, the Company had $3,000 and $Nil accounts receivable from the customer, respectively.

Note 5 - Related Party Transactions

During the nine months ended September 30, 2020 and 2019, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $3,761 and $17,203, respectively. At September 30, 2020 and December 31, 2019, the Company had balance of due to Mr. Liang in the amount of $Nil.

Note 6 - Notes Receivable

On March 17, 2017, the Company entered into a Land Transaction Agreement with Steven Zhi Qin, a third party individual. Pursuant to the agreement, the Company sold the undeveloped land located in Desert Hot Spring with value of $283,333, to Steven Zhi Qin in exchange for a Promissory Note in the amount of $310,000. The Promissory Note is secured by a Deed of Trust to Chicago Title Company, a California corporation and an independent institution insuring the Company’s collection right, and was due on March 17, 2018, with interest at the rate of 2% per annum, payable in monthly installment of interest only, in the amount of $517. The Promissory Note also applies to Steven Zhi Qin’s personal property located at 1715 East Cortez Street, West Covina, CA 91791 as additional collateral, of which a lien will be recorded against said property. On March 6, 2018, the Company reached an agreement with Steven Zhi Qin, pursuant to which the Company agreed and approved the amendment of the Promissory Note to extend maturity date to March 17, 2019. On March 12, 2019, the Company reached another agreement with Steven Zhi Qin, pursuant to which the Company agreed and approved amendment of the Promissory Note to extend maturity date to June 30, 2019. On June 26, 2019, the Company reached the third amendment with Steven Zhi Qi, pursuant to which the Company agreed and approved amendment of the Promissory Note to extend maturity date to September 30, 2019, and the remaining $110,000 will be due on September 30, 2019. On September 30, 2019, the Company reached the fourth amendment with Steven Zhi Qi, pursuant to which the Company agreed and approved amendment of the Promissory Note to extend maturity date to December 31, 2019, and the remaining $110,000 was due on December 31, 2019. On March 12, 2020, the Company received the note in the amount of $110,000.

For the nine months ended September 30, 2020 and 2019, total interest income was $Nil and $1,650, respectively.

Note 7 - Leases

The Company has operating lease for its lease’s office space from a third party. We determined if an arrangement is a lease inception of the contract and whether a contract is or contains a lease by determining whether it conveys the right to control the use of identified asset for a period of time. The contract provides us the right to obtain substantially all the economic benefits from the use of the identified asset and the right to direct use of the identified asset, we consider it to be, or contain, a lease.

Leases is classified as operating at inception of the lease. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term as of the commencement date. Because our leases do not provide an explicit or implicit rate of return, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term, which is 5.5%. Lease expense for these leases is recognized on a straight-line basis over the lease term.

Our leases do not contain any residual value guarantees or material restrictive covenants. Leases with a lease term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. The remaining term as of September 30, 2020 is 15 months. We currently have no finance leases.

During the nine months ended September 30, 2020 and 2019, cash paid for amounts included in the measurement of lease liabilities- operating cash flows from operating lease were $48,294 and $46,440, respectively.

The components of lease expense consist of the following:

		Three Months Ended September 30,				Nine Months Ended September 30,
	Classification	2020		2019		2020		2019
Operating lease cost	G&A expense	$	16,107	$	16,107	$	48,321	$	48,321

Net lease cost		$	16,107	$	16,107	$	48,321	$	48,321

Balance sheet information related to leases consists of the following:

	Classification	September 30, 2020			December 31, 2019
Assets
Operating lease ROU assets	Right-of-use assets	$	77,917		$	122,122

Total leased assets		$	77,917		$	122,112
Liabilities
Current portion
Operating lease liabilities	Current maturities of operating lease liabilities	$	63,785		$	59,313

Non-current portion
Operating lease liabilities	Long-term portion of operating lease liabilities		16,667			65,317

Total lease liabilities		$	80,452		$	124,630

Weighted average remaining lease term
Operating leases			1.25			2.0

Weighted average discount rate
Operating leases			5.5	%		5.5	%

Cash flow information related to leases consists of the following:

	Nine Months Ended September 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	44,178	$	40,023
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		44,205		41,904

Future minimum lease payment under non-cancellable lease as of September 30, 2020 are as follows:

Ending December 31,	Operating Leases
2020	$	16,098
2021		66,972
2022		-
Total lease payments		83,070
Less: Interest		(2,618	)
Present value of lease liabilities	$	80,452

Note 8 – PPP and SBA Loan

On April 15, 2020, the Company got a Promissory Note (the “Note”) in the amount of $19,400 approved from the Paycheck Protection Program (the “PPP Loan”) through East West Bank (the “Lender”). The PPP is a loan program of U.S. Small Business Administration (the “SBA”) designated to provide a direct incentive for small business to keep their workers on the payroll due to the Covid-19 crisis. The interest rate on this Note is a fixed rate of 1.00% per annum. The Company will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on that date that is two years after the date of this Note (“Maturity Date”). In addition, the Company will pay regular monthly payments in an amount equal to one month’s accrued interest commencing on that date that is seven months after the date of this Note, with all subsequent interest payments to be due on the same day of each month after that. All interest which accrues during the initial six months of the loan period will be deferred to and payable on the Maturity Date. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal.

According to SBA’s PPP description, the PPP loan will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities (due to likely high subscription, at least 75% of the forgiven amount must have been used for payroll). Loan payments will also be deferred for six months. No collateral or personal guarantees are required. Neither the government nor lenders will charge small businesses any fees. Forgiveness is based on the employer maintaining or quickly rehiring employees and maintaining salary levels. Forgiveness will be reduced if full-time headcount declines, or if salaries and wages decrease.

The Company received the amount of $19,400 from East West Bank on April 16, 2020. The Company plan to submit its application for the forgiveness of the full amount of the PPP Loan and as such, the Company will not be required to make any payments of principal or interest on the PPP Loan before the date on which the SBA remits the loan forgiveness amount on our loan to our lender (or notifies our lender that no forgiveness amount is allowed). Although we expect the full PPP Loan amount to be forgiven, we cannot guarantee our forgiveness application will be accepted allowing for a fully forgiveness loan.

On July 14, 2020, the Company entered into a loan agreement with The U.S. Small Business Administration (SBA), pursuant to which the Company obtain a loan in the amount of $14,000 with the term of 30 years and at the interest rate of 3.75%, payable monthly including principal and interest in the amount $69. The first repayment will be on July 13, 2021. The Company received the loan amount of $14,000 from SBA on July 20, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the 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.

Overview

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

On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. Forge Network Inc is engaged in online retail under the website: http://www.ez2go.us. We are still building up the website at present, and we plan to formally launch it in the month of November 2020.

Results of Operation for the three months ended September 30, 2020 and 2019

During the three months ended September 30, 2020 and 2019, the Company generated $9,000 and $9,000 of revenues, respectively; the revenue was generated from property management service. The corresponding cost of revenue was $0. During the three months ended September 30, 2020 and 2019, the Company incurred general and administrative expenses of $94,933 and $78,191, respectively. The increase was mainly due to the increase in salary expense. For the three months ended September 30, 2020 and 2019, our net loss was $86,733 and $68,641, respectively. The increase in net loss was mainly due to the increase in general and administrative expense for the three months ended September 30, 2020, compared to the same period in last year.

Results of Operation for the nine months ended September 30, 2020 and 2019

During the nine months ended September 30, 2020 and 2019, the Company generated $27,000 and $27,000 of revenues, respectively; the revenue was generated from property management service. The corresponding cost of revenue was $0. During the nine months ended September 30, 2020 and 2019, the Company incurred general and administrative expenses of $266,307 and $235,074, respectively. The increase in general and administrative expenses was mainly due to the increase in salary expense. For the nine months ended September 30, 2020 and 2019, our net loss was $240,107 and $207,224, respectively. The increase in net loss was mainly due to the increase in general and administrative expenses for the nine months ended September 30, 2020, compared to the same period in last year.

Equity and Capital Resources

We have incurred losses since inception of our business in 2016 and, as of September 30, 2020, we had an accumulated deficit of $1,189,011. As of September 30, 2020, we had cash of $287,337 and a working capital of $196,921, compared to cash of $366,270 and a working capital of $420,183 at December 31, 2019. The decrease in the working capital was primarily due to cash used to pay for operating expenses.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

	●	Any obligation under certain guarantee contracts,

	●	Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

	●	Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and

	●	Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item

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

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

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

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

SIGNATURES

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

	FORGE INNOVATION DEVELOPMENT CORP.

Date: November 12, 2020	/s/ Patrick Liang
	Patrick Liang, President
	(Principal Executive Officer)

Date: November 12, 2020	/s/ Patrick Liang
	Patrick Liang, Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit		Item

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

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

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

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.