0001493152-23-016924.txt : 20230515 0001493152-23-016924.hdr.sgml : 20230515 20230515080041 ACCESSION NUMBER: 0001493152-23-016924 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 44 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230515 DATE AS OF CHANGE: 20230515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORGE INNOVATION DEVELOPMENT CORP. CENTRAL INDEX KEY: 0001687919 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 814635390 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-218248 FILM NUMBER: 23918492 BUSINESS ADDRESS: STREET 1: 17700 CASTLETON STREET, SUITE 469 CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 BUSINESS PHONE: 626-361-1393 MAIL ADDRESS: STREET 1: 17700 CASTLETON STREET, SUITE 469 CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 FORMER COMPANY: FORMER CONFORMED NAME: YOU-GO ENTERPRISES, LLC DATE OF NAME CHANGE: 20161019 10-Q 1 form10-q.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the Quarterly Period Ended March 31, 2023

 

OR

 

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

 

For the transition period from ______________ to ______________

 

Commission File No. 333-218248

 

FORGE INNOVATION DEVELOPMENT CORP.

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

 

nevada   81-4635390

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

6280 Mission Blvd Unit 205

Jurupa Valley, CA 92509

(Address of principal executive offices)

 

(626) 986-4566

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The number of shares of Common Stock, $0.0001 par value of the registrant outstanding at May 12, 2023, was 47,589,011.

 

 

 

 
 

 

FORGE INNOVATION DEVELOPMENT CORP.

 

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2023

 

TABLE OF CONTENTS

 

  PAGE
   
Part I. FINANCIAL INFORMATION:  
   
Item 1. Condensed Financial Statements: 1
   
Consolidated Balance Sheets, March 31, 2023 (unaudited) and December 31, 2022 2
   
Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2023 and 2022 3
   
Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2023 and 2022 4
   
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three Months ended March 31, 2023 and 2022 5
   
Notes to Condensed Consolidated Financial Statements (unaudited) 6
   
Item 2. Management’s Discussion and Analysis and Plan of Operation 11
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
   
Item 4. Controls and Procedures 13
   
Part II. OTHER INFORMATION:  
   
Item 1. Legal Proceedings 14
   
Item 1A. Risk Factors 14
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
   
Item 3. Defaults Upon Senior Securities 14
   
Item 4. Mine Safety Disclosures 14
   
Item 5. Other Information 14
   
Item 6. Exhibits 15
   
SIGNATURES 16
   
EXHIBIT INDEX 17

 

i
 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

FRORGE INNOVATION DEVELOPMENT CORP.

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Balance Sheets, March 31, 2023 (unaudited) and December 31, 2022 2
   
Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2023 and 2022 3
   
Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2023 and 2022 4
   
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three Months ended March 31, 2023 and 2022 5
   
Notes to Condensed Consolidated Financial Statements (Unaudited) 6

 

1
 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2023   2022 
   (Unaudited)     
ASSETS          
CURRENT ASSETS          
Cash  $8,943   $11,734 
Account receivable   85,779    - 
Prepaid expense and other current assets   68,688    16,521 
           
Total Current Assets   163,410    28,255 
           
NONCURRENT ASSETS          
Property and equipment, net   77,423    83,636 
Real estate investments   7,888,323    - 
Rent deposit   13,953    13,953 
Total Non-Current Assets   7,979,699    97,589 
TOTAL ASSETS  $8,143,109   $125,844 
           
LIABILITIES AND EQUITY (DEFICIT)          
CURRENT LIABILITIES:          
Accounts payable and accrued liabilities  $108,263   $4,029 
Other payable - Related Party   74,370    60,000 
Unearned revenue   44,957    13,124 
Rent payable   83,070    83,070 
Loans payable to related parties   658,000    - 
Loans, current   3,925,734    8,236 
           
Total Current Liabilities   4,894,394    168,459 
           
Long term portion of Chase auto loan   34,210    36,222 
Long term portion of SBA loan   12,295    12,502 
Security deposits   

121,893

    - 
           
Total Non-Current Liabilities   

168,398

    

48,724

 
TOTAL LIABILITIES   5,062,792    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, 47,589,011 and 45,621,868 shares issued and outstanding   4,759    4,562 
Additional paid-in capital   2,846,481    1,469,678 
Accumulated deficit   (1,093,923)   (1,565,579)
Total Forge Stockholders’ Equity   1,757,317    (91,339)
Noncontrolling interests   1,323,000    - 
Total Equity (Deficit)   3,080,317    (91,339)
TOTAL LIABILITIES AND EQUITY  $8,143,109   $125,844 

 

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

 

2
 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

   March 31, 2023   March 31, 2022 
   For the three months ended 
   March 31, 2023   March 31, 2022 
         
Property management income from related party  $45,000   $- 
Property management income   -    15,604 
Total revenue   45,000    15,604 
           
Operating expenses          
Professional expenses   20,800    9,800 
Selling, general and administrative expenses   42,524    36,561 
           
Total operating expenses   63,324    46,361 
           
Other income          
Other income   2,292    - 
Gain on bargain purchase   487,688    - 
Total other income   489,980    - 
           
Net income (loss) before tax   471,656    (30,757)
Income tax   -    - 
Net income (loss)  $471,656   $(30,757)
           
Earning (loss) per common share, basic and diluted  $0.01   $(0.00)
           
Weighted average number of common shares outstanding, basic and diluted   45,791,085    45,621,868 

 

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

 

3
 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

   2023   2022 
   For the three months ended March 31, 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income (loss)  $471,656   $(30,757)
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Depreciation expense   6,213    5,077 
Gain on bargain purchase   (487,688)   - 
Change in operating assets and liabilities:          
Account receivable   (4,000)   4,000 
Prepaid expense and other current assets   (2,208)   2,500 
Other receivable-related party   -    (608)
Unearned revenue   (2,292)   - 
Other current liability – related party   -    (2,196)
Accounts payable and accrued liabilities   (22)   (16,596)
Net cash used in operating activities   (18,341)   (38,580)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   -    (9,975)
Cash acquired from acquiree   3,192    - 
Net cash provided by (used in) investing activities   3,192    (9,975)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Repayment of SBA loan and car loans   (2,012)   (20)
Advance from a related party   14,370    - 
Net cash provided by (used in) financing activities   12,358    (20)
           
Net decrease in Cash   (2,791)   (48,575)
Cash at beginning of period:   11,734    60,364 
Cash at end of period:  $8,943   $11,789 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR          
Interest paid  $-   $- 
Income taxes paid  $-   $- 
           
NONCASH TRANSACTION OF INVESTING ACTIVITIES          
Shares issued for acquisition of acquiree  $1,377,000   $- 

 

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

 

4
 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

  

Number of

Shares

  

Common

Shares

  

Additional

Paid-in

Capital

  

Accumulated

Deficit

  

 

 

Noncontrolling interests

  

Total

Equity

 
  

Number of

Shares

  

Common

Shares

  

Additional

Paid-in

Capital

  

Accumulated

Deficit

  

 

 

Noncontrolling interests

  

Total

Equity

 
Balance, January 1, 2023   45,621,868   $4,562   $1,469,678   $(1,565,579)  $-   $(91,339)
Net income   -    -    -    471,656    -    471,656 
Acquisition of acquiree   1,967,143    197    1,376,803    -    1,323,000    2,700,000 
Balance, March 31, 2023 (unaudited)   47,589,011   $4,759   $2,846,481   $(1,093,923)   1,323,000   $3,080,317 

 

   Number of Shares   Common Shares  

Additional

Paid-in

Capital

   Accumulated Deficit  

Total

Equity

 
   Number of Shares   Common Shares  

Additional

Paid-in

Capital

   Accumulated Deficit  

Total

Equity

 
Balance, December 31, 2021   45,621,868   $4,562   $1,469,678   $(1,531,467)  $(57,227)
Net loss   -    -    -    (30,757)   (30,757)
Balance, March 31, 2022 (unaudited)   45,621,868   $4,562   $1,469,678   $(1,562,224)  $(87,984)

 

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

 

5
 

 

Forge Innovation Development Corp. and Subsidiary

 

Notes to the consolidated financial statements

 

Note 1 - Organization and Description of Business

 

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

 

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

 

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

 

A relative of the President of Forge 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. 51% of Legend LP approximate valued at $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. Upon consummation of the acquisition, the Company owns 51% of Legend LP and the Seller owns 15% of Legend LP.

 

Note 2 - Summary of Significant Accounting Policies

 

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

 

6
 

 

Use of Estimates

 

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

 

Revenue Recognition

 

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

 

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

 

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

 

Real estate sales: The Company accounts for the sale of real estate assets and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions, other than retail land sales. The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete, and the Company does not have significant continuing involvement. Subsequent to the adoption of the new standard, the Company may recognize a gain on a real estate disposition that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control.

 

Business Combination

 

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

 

Noncontrolling Interests

 

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

 

7
 

 

New Accounting Standards Adopted

 

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

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

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

 

Note 3 - Going Concern

 

The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $1,093,923 as of March 31, 2023. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 

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

 

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

 

Note 4 – Real Estate Investments

 

 

   March 31,   December 31, 
  

2023

(Unaudited)

   2022 
Commercial building  $6,440,713   $     - 
Tenant improvements   416,610    - 
Construction in progress   504,000    - 
Land    527,000    - 
Total real estate investments, at cost   7,888,323    - 
Less: accumulated depreciation    -     - 
Total real estate investments, net  $7,888,323   $- 

 

Note 5 – 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.

 

8
 

 

For the three months ended March 31, 2023 and 2022, the Company has incurred a net income before tax of $471,656 and net loss before tax of $30,757, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of March 31, 2023 and December 31, 2022, deferred tax assets resulted from NOLs of approximately $444,567 and $420,873, respectively, which were fully off-set by valuation allowance reserved.

 

Note 6 - Related Party Transactions

 

During the three months ended March 31, 2023 and 2022, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $7,945 and $nil, respectively. As of March 31, 2023 and December 31, 2022, the Company had payable balance to Mr. Liang in the amount of $14,370 and $8,212, respectively.

 

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.

 

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

 

As of March 31, 2023 and December 31, 2022, the Company had payable of $60,000 and $60,000, respectively, owing to Speedlight Consulting Services Inc. for consulting services, which was owned by a previous director, appointed in November 2020 and resigned on January 11, 2023. The amount is unsecure, non-interest-bearing and due on demand.

 

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

 

As of March 31, 2023, Legend LP had loans payable in the total amount of $658,000, owing to three entities under the control by the Mother of Mr. Liang, the President of the Company. The amount is unsecure, non-interest-bearing and due on demand.

 

9
 

 

Note 7 – Commercial and SBA Loans

 

On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of March 31, 2023 and December 31, 2022, the outstanding loan balances were $12,689 and $12,689, respectively.

 

Upon acquisition of Legend LP, the Company assumed loans from Legend LP which was payable to a third party in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP used its Property and rental incomes of the Property and refinanced with the same third party in a promissory note (the “Note”), which provided additional funds after paid off the Existing Loan for the renovation of certain suites of the Property and reserve some interest payments, at the interest rate of “The Wall Street Journal Prime Rate” plus 3.73% per annum. The Note rate shall be reset whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the third-party lender on April 5, 2023.

 

The Company also assumed a loan from a third party in the total amount of $386,091, which is unsecured, non-interest-bearing and due one demand.

 

Note 8 – Acquisition of Legend

 

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

 

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

 

    Allocation 
Total purchase consideration  $1,377,000 
Fair 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 (Note 5)   7,888,323 
Accounts payable and accrued liabilities   (104,256)
Security deposits payable   (121,893)
Unearned revenue   (34,125)
Loans to related parties (Note 7)   (658,000)
Loans, current (Note 9)    (3,917,291)
Net assets acquired    3,187,688  
Gain on bargain purchase  $(487,688)

 

Given the nature of Legend LP’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 will start to consolidate the operation results of Legend LP from April 1, 2023.

 

Note 9 – Contingencies

 

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. No judgment has been rendered as of March 31, 2023, and the case is still in the pre-trial stage. As of March 31, 2023 and December 31, 2022, the Company had $83,070 and $83,070 rent payable toward the lease agreement, respectively

 

Note 10 - Subsequent Event

 

In accordance with ASC 855, “Subsequent Events”, the Company has evaluated subsequent events through the date of issuance of these unaudited financial statements and no subsequent events were noted except the one disclosed under Note 7.

 

10
 

 

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

 

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

 

Overview

 

Forge Innovation Development Corp. is a development stage company and was incorporated in the State of Nevada in January 2016. The Company’s primary objective is commercial and residential land development, including the purchase and sale of real estate, targeting properties primarily in Southern California. We also intend to manage properties we own, and properties owned by unaffiliated third parties. Our activities will include securing acquisition rights to properties, obtaining zoning and other entitlements for the properties, securing financing for purchase of the properties, improving the properties’ infrastructure and amenities and selling the properties to homeowner and commercial owners for restaurants, offices and small businesses.

 

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

 

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

 

A relative of the President of Forge 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.

 

11
 

 

Results of Operation for the three months ended March 31, 2023 and 2022

 

For the three months ended March 31, 2023, we had total revenue of $45,000, as compared to $15,604 for the three months ended March 31, 2022, an increase of $29,396 or 188%. The increase was mainly due to the newly signed property management agreement with Legend LP in 2022.

 

During the three months ended March 31, 2023 and 2022, the Company incurred general and administrative expenses of $42,524 and $36,561, respectively. The increasing was mainly attributable to the increase in legal and audit fees due to the acquisition of Legend LP’s interest occurred in the first quarter of 2023. For the three months ended March 31, 2023, our net income was $471,656. The net loss for the three months ended March 31, 2022 was $30,757. The change was mainly due to the gain on bargain purchase resulting from the acquisition of Legend LP’s interest, compared to the same period last year.

 

Equity and Capital Resources

 

We have incurred losses since inception of our business in 2016, except for current quarter, and as of March 31, 2023, we had an accumulated deficit of $1,093,923. As of March 31, 2023, we had cash of $8,943 and a negative working capital of $4,730,984, compared to cash of $11,734 and a negative working capital of $140,204 as of December 31, 2022. The increase in the working capital deficiency was primarily due to cash used to pay for operating expenses and assumed loans from the acquisition of Legend LP’s interest.

 

Going Concern Assessment

 

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

 

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

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

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

 

12
 

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

13
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. No judgment has been rendered as of March 31, 2023, and the case is still in the pre-trial stage.

 

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.

 

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

 

A relative of the President of Forge 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. 51% of Legend LP approximate valued at $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. Upon consummation of the acquisition, the Company owns 51% of Legend LP and the Seller owns 15% of Legend LP.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None

 

14
 

 

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

 

* Filed herewith.

 

15
 

 

SIGNATURES

 

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

 

  FORGE INNOVATION DEVELOPMENT CORP.
   
Date: May 15, 2023 /s/ Patrick Liang
  Patrick Liang
  Chief Executive Officer
   
Date: May 15, 2023 /s/ Patrick Liang
  Patrick Liang
  Chief Financial Officer

 

16
 

 

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

 

* Filed herewith.

 

17

 

EX-31.1 2 ex31-1.htm

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Patrick Liang, certify that:

 

1. I have reviewed this report on Form 10-Q of Forge Innovation Development Corp.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  c. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Patrick Liang
  Patrick Liang
  Chief Executive Officer
  May 15, 2023

 

 

EX-31.2 3 ex31-2.htm

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Patrick Liang, certify that:

 

1. I have reviewed this report on Form 10-Q of Forge Innovation Development Corp.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  c. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Patrick Liang
  Patrick Liang
  Chief Financial Officer
  May 15, 2023

 

 

 

EX-32.1 4 ex32-1.htm

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  /s/ Patrick Liang
  Patrick Liang
  Chief Executive Officer
  May 15, 2023
   
  /s/ Patrick Liang
  Patrick Liang
  Chief Financial Officer
  May 15, 2023

 

 

 

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Transition Period Document Accounting Standard Other Reporting Standard Item Number Entity Shell Company Entity Public Float Entity Bankruptcy Proceedings, Reporting Current Entity Common Stock, Shares Outstanding Documents Incorporated by Reference [Text Block] Statement of Financial Position [Abstract] ASSETS CURRENT ASSETS Cash Account receivable Prepaid expense and other current assets Total Current Assets NONCURRENT ASSETS Property and equipment, net Real estate investments Rent deposit Total Non-Current Assets TOTAL ASSETS LIABILITIES AND EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued liabilities Other payable - Related Party Unearned revenue Rent payable Loans payable to related parties Loans, current Total Current Liabilities Long term portion of Chase auto loan Long term portion of SBA loan Security deposits Total Non-Current Liabilities TOTAL LIABILITIES 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, 47,589,011 and 45,621,868 shares issued and outstanding Additional paid-in capital Accumulated deficit Total Forge Stockholders’ Equity Noncontrolling interests Total Equity (Deficit) TOTAL LIABILITIES AND EQUITY Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Statement [Table] Statement [Line Items] Total revenue Operating expenses Professional expenses Selling, general and administrative expenses Total operating expenses Other income Other income Gain on bargain purchase Total other income Net income (loss) before tax Income tax Net income (loss) Earning (loss) per common share, basic and diluted Weighted average number of common shares outstanding, basic and diluted Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation expense Gain on bargain purchase Change in operating assets and liabilities: Account receivable Prepaid expense and other current assets Other receivable-related party Unearned revenue Other current liability – related party Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment Cash acquired from acquiree Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayment of SBA loan and car loans Advance from a related party Net cash provided by (used in) financing activities Net decrease in Cash Cash at beginning of period: Cash at end of period: SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR Interest paid Income taxes paid NONCASH TRANSACTION OF INVESTING ACTIVITIES Shares issued for acquisition of acquiree Beginning balance, value Beginning balance, shares Net loss Acquisition of acquiree Acquisition of acquiree, shares Ending balance, value Ending balance, shares Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization and Description of Business Accounting Policies [Abstract] Summary of Significant Accounting Policies Going Concern Real Estate [Abstract] Real Estate Investments Income Tax Disclosure [Abstract] Income Taxes Related Party Transactions [Abstract] Related Party Transactions Debt Disclosure [Abstract] Commercial and SBA Loans Business Combination and Asset Acquisition [Abstract] Acquisition of Legend Commitments and Contingencies Disclosure [Abstract] Contingencies Subsequent Events [Abstract] Subsequent Event Use of Estimates Revenue Recognition Business Combination Noncontrolling Interests New Accounting Standards Adopted Recently Issued Accounting Pronouncements Not Yet Adopted Schedule of Real Estate Investments Schedule of Assets Acquired and Liabilities Fair Values Collaborative Arrangement and Arrangement Other than Collaborative [Table] Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] Equity method investment ownership percentage Area of land Business acquisition interests percentage Stock issued during period, shares, new issues Shares issued, price per share Stock issued during period, value, purchase of assets Stock issued during period, shares, value issues Accumulated deficit Commercial building Tenant improvements Construction in progress Land Total real estate investments, at cost Less: accumulated depreciation Total real estate investments, net Net income before tax Net loss before tax Deferred tax assets Schedule of Related Party Transactions, by Related Party [Table] Related Party Transaction [Line Items] Operating expenses Other payable Debt instrument interest rate Debt Instrument, Term Monthly installment amount Purchasse price Loan amount Monthly installment amount Related party transaction amounts Gain on sale of property plant equipment Loans payable Property management fee revenue Service charges Additional management service charges Service charges Ownership interest perecentage Schedule of Short-Term Debt [Table] Short-Term Debt [Line Items] Debt instrument face amount Debt instrument term Debt interest rate Debt interest amount Long term debt Unsecured debt Asset Acquisition [Table] Asset Acquisition [Line Items] Total purchase consideration Fair value of non-controlling interests Total consideration Cash Account receivable Prepaid expenses and other Real estate investments (Note 5) Accounts payable and accrued liabilities Security deposits payable Unearned revenue Loans to related parties (Note 7) Loans, current (Note 9) Net assets acquired Gain on bargain purchase Schedule of Business Acquisitions, by Acquisition [Table] Business Acquisition [Line Items] Stock issued during period, value, purchase of assets Lessee, Operating Lease, Description Lease Expiration Date Payments for Rent Unearned revenue Loans payable to related parties. Small business administration loan non current. Gain on bargain purchase. Increase decrease in unearned revenue. Legend LLC [Member] Legend LP [Member] Noncontrolling Interests [Policy Text Block] Rent payable. Mr Liang [Member] Speedlight Consulting Services Inc [Member] Service charges. Additional management service charges. Small Business Administration Loan [Member] Puente Hills Business Center Two LP [Member] Business combination recognized identifiable assets acquired and liabilities assumed current liabilities security deposits payable. Business combination recognized identifiable assets acquired and liabilities assumed current liabilities long term debt related parties. New Accounting Standards Adopted [Policy Text Block] Sellers Management [Member] Existing Loan [Member] Asset Purchase Agreement [Member] Mission Marketplace [Member] Property Management Income from Related Party [Member] Property Management Income [Member] Assets, Current Assets, Noncurrent Assets Liabilities, Current Liabilities, Noncurrent Liabilities Equity, Attributable to Parent Equity, Including Portion Attributable to Noncontrolling Interest Liabilities and Equity Operating Expenses Other Income Nonoperating Income (Expense) Income Tax Expense (Benefit) GainOnBargainPurchase Increase (Decrease) in Accounts Receivable Increase (Decrease) in Prepaid Expense Increase (Decrease) Due from Other Related Parties IncreaseDecreaseInUnearnedRevenue Increase (Decrease) in Accounts Payable and Accrued Liabilities Net Cash Provided by (Used in) Operating Activities Payments to Acquire Property, Plant, and Equipment Payments to Acquire Businesses, Net of Cash Acquired Net Cash Provided by (Used in) Investing Activities Net Cash Provided by (Used in) Financing Activities Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Shares, Outstanding Real Estate Investment Property, at Cost Real Estate Investment Property, Accumulated Depreciation Real Estate Investment Property, Net Loans Receivable, Basis Spread on Variable Rate Cost of Property Repairs and Maintenance Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesSecurityDepositsPayable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesLongTermDebtRelatedParties Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt EX-101.PRE 9 fgnv-20230331_pre.xml XBRL PRESENTATION FILE XML 10 R1.htm IDEA: XBRL DOCUMENT v3.23.1
Cover - shares
3 Months Ended
Mar. 31, 2023
May 12, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 333-218248  
Entity Registrant Name FORGE INNOVATION DEVELOPMENT CORP.  
Entity Central Index Key 0001687919  
Entity Tax Identification Number 81-4635390  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 6280 Mission Blvd Unit 205  
Entity Address, City or Town Jurupa Valley  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92509  
City Area Code (626)  
Local Phone Number 986-4566  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   47,589,011
XML 11 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Balance Sheets - USD ($)
Mar. 31, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash $ 8,943 $ 11,734
Account receivable 85,779
Prepaid expense and other current assets 68,688 16,521
Total Current Assets 163,410 28,255
NONCURRENT ASSETS    
Property and equipment, net 77,423 83,636
Real estate investments 7,888,323
Rent deposit 13,953 13,953
Total Non-Current Assets 7,979,699 97,589
TOTAL ASSETS 8,143,109 125,844
CURRENT LIABILITIES:    
Accounts payable and accrued liabilities 108,263 4,029
Other payable - Related Party 74,370 60,000
Unearned revenue 44,957 13,124
Rent payable 83,070 83,070
Loans payable to related parties 658,000
Loans, current 3,925,734 8,236
Total Current Liabilities 4,894,394 168,459
Long term portion of Chase auto loan 34,210 36,222
Long term portion of SBA loan 12,295 12,502
Security deposits 121,893
Total Non-Current Liabilities 168,398 48,724
TOTAL LIABILITIES 5,062,792 217,183
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, 47,589,011 and 45,621,868 shares issued and outstanding 4,759 4,562
Additional paid-in capital 2,846,481 1,469,678
Accumulated deficit (1,093,923) (1,565,579)
Total Forge Stockholders’ Equity 1,757,317 (91,339)
Noncontrolling interests 1,323,000
Total Equity (Deficit) 3,080,317 (91,339)
TOTAL LIABILITIES AND EQUITY $ 8,143,109 $ 125,844