FGNV Forge Innovation Development Corporation (QB)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the Quarterly Period Ended June 30, 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		(I.R.S. Employer
incorporation or organization)		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 on August 14, 2023, was 50,389,011.

 

 

 

FORGE INNOVATION DEVELOPMENT CORP.

 

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED June 30, 2023

 

TABLE OF CONTENTS

 

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements:	1
Consolidated Balance Sheets, June 30, 2023 (unaudited) and December 31, 2022	2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	3
Consolidated Statements of Cash Flows (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	4
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4. Controls and Procedures	14
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	16
SIGNATURES	17
EXHIBIT INDEX	18

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

FRORGE INNOVATION DEVELOPMENT CORP.

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Balance Sheets, June 30, 2023 (unaudited) and December 31, 2022	2
Consolidated Statements of Operations (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	3
Consolidated Statements of Cash Flows (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	4
Consolidated Statements of Changes in Equity (Deficit) (unaudited) for the Three and Six Months ended June 30, 2023 and 2022	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

		June 30,				December 31,
		2023				2022
			(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	628			$	11,734
Account receivable			97,856				-
Deferred share-based compensation			1,917,041				-
Prepaid expense and other current assets			63,049				16,521
Total Current Assets			2,078,574				28,255
NONCURRENT ASSETS
Property and equipment, net			73,078				83,636
Real estate investments, net			8,140,362				-
Rent deposit			-				13,953
Total Non-Current Assets			8,213,440				97,589
TOTAL ASSETS		$	10,292,014			$	125,844
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	127,479			$	4,029
Other payable - related party			89,532				60,000
Unearned revenue			43,167				13,124
Rent payable			60,000				83,070
Loans payable - related parties			715,529				-
Loans payable			394,740				8,236
Total Current Liabilities			1,430,447				168,459
Security deposits payable			121,893				-
Rent payable			40,000				-
Long term portion of Chase auto loan			32,198				36,222
Long term portion of SBA loan			12,088				12,502
Commercial loan			4,004,200				-
TOTAL LIABILITIES			5,640,826				217,183
COMMITMENTS AND CONTINGENCIES			-				-
EQUITY (DEFICIT)
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding			-				-
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 and 45,621,868 shares issued and outstanding			5,039				4,562
Additional paid-in capital			4,806,201				1,469,678
Accumulated deficit			(1,329,119	)			(1,565,579	)
Total Forge Stockholders’ Equity (Deficit)			3,482,121				(91,339	)
Non-controlling interests			1,169,067				-
Total Equity (Deficit)			4,651,188				(91,339	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)		$	10,292,014			$	125,844

 

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

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2023				2022				2023				2022
Revenues
Property management income		$	—			$	5,259			$	—			$	5,863
Property management income from a related party			—				25,000				45,000				40,000
Rent income			133,010				—				133,010				—
Total revenues			133,010				30,529				178,010				45,863
Operating Expenses
Professional expenses			15,600				9,800				36,400				19,600
Depreciation expense			115,634				9,198				121,847				14,275
Share-based compensation			42,959				—				42,959				—
Selling, general and administrative expenses			62,080				23,085				98,391				54,569
Property operating			52,010				—				52,010				—
Total operating expenses			288,283				42,083				351,607				88,444
Other income (expenses):
Interest expense and loan fee, net			(204,763	)			—				(204,763	)			—
Gain on bargain purchase			—				—				487,688				—
Gain on debt settlement			—				3,284				—				3,284
Other expense, net			(29,093	)			—				(26,801	)			—
Total other income (expense), net			(233,856	)			3,284				256,124				3,284
Net income (loss) before income tax			(389,129	)			(8,540	)			82,527				(39,297	)
Income tax expense			—				(800	)			—				(800	)
Net income (loss)		$	(389,129	)		$	(9,340	)		$	82,527			$	(40,097	)
Net loss attributable to non-controlling interests in a subsidiary			(153,933	)			—				(153,933	)			—
Net income (loss) attributable to common stockholders		$	(235,196	)		$	(9,340	)		$	236,460			$	(40,097	)
Weighted average shares outstanding:
Basic and diluted			47,712,088				45,621,868				46,759,697				45,621,868
Weighted Average Number of Shares Outstanding, Basic			47,712,088				45,621,868				46,759,697				45,621,868
Earnings per share:
Basic and diluted		$	(0.00	)		$	(0.00	)		$	0.01				(0.00	)
Earnings Per Share, Basic		$	(0.00	)		$	(0.00	)		$	0.01				(0.00	)

 

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

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

		For the six months ended June 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	82,527			$	(40,097	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense			121,847				14,275
Share-based compensation			42,959				—
Debt settlement			—				(3,284	)
Bad debt reserve			—				3,500
Gain on bargain purchase			(487,688	)			—
Change in operating assets and liabilities:
Account receivable			(16,077	)			(1,000	)
Prepaid expense and other current assets			3,431				5,547
Accrued interest and loan fee			110,956				—
Rent deposit			13,953				—
Rent payable			16,930				—
Unearned revenue			(4,082	)			—
Other current liability – related party			1,500				(5,598	)
Accounts payable and accrued liabilities			19,194				(12,872	)
Net cash used in operating activities			(94,550	)			(39,529	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment			(1,078	)			(17,975	)
Cash acquired from Legend			3,192				—
Net cash provided by (used in) investing activities			2,114				(17,975	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan and car loans			(4,231	)			(227	)
Repayment to a related party			(24,338	)			—
Advance from related parties			109,899				—
Net cash provided by (used in) financing activities			81,330				(227	)
Net decrease in Cash			(11,106	)			(57,731	)
Cash at beginning of period:			11,734				60,364
Cash at end of period:		$	628			$	2,633
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid		$	109,519			$	—
Income taxes paid		$	—			$	—
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend		$	1,377,000			$	-
Purchase of real estate investment settled by loans		$	362,250			$	—

 

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

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

 

		Number of Shares				Common Shares				Additional Paid-in Capital				Accumulated Deficit				Noncontrolling interests				Total Equity
Balance, March 31, 2023 (unaudited)			47,589,011			$	4,759			$	2,846,481			$	(1,093,923	)		$	1,323,000			$	3,080,317
Balance			47,589,011			$	4,759			$	2,846,481			$	(1,093,923	)		$	1,323,000			$	3,080,317
Shares issued for compensation			2,800,000				280				1,959,720				-				-				1,960,000
Net loss			-				-				-				(235,196	)			(153,933	)			(389,129	)
Balance, June 30, 2023 (unaudited)			50,389,011			$	5,039			$	4,806,201			$	(1,329,119	)		$	1,169,067			$	4,651,188
Balance			50,389,011			$	5,039			$	4,806,201			$	(1,329,119	)		$	1,169,067			$	4,651,188

 

		Number of Shares				Common Shares				Additional Paid-in Capital				Accumulated Deficit				Noncontrolling interests				Total Equity
Balance, December 31, 2022			45,621,868			$	4,562			$	1,469,678			$	(1,565,579	)		$	-			$	(91,339	)
Balance			45,621,868			$	4,562			$	1,469,678			$	(1,565,579	)		$	-			$	(91,339	)
Net loss			-				-				-				236,460				(153,933	)			82,527
Shares issued for compensation			2,800,000				280				1,959,720				-				-				1,960,000
Acquisition of Legend			1,967,143				197				1,376,803				-				1,323,000				2,700,000
Balance, June 30, 2023 (unaudited)			50,389,011			$	5,039			$	4,806,201			$	(1,329,119	)		$	1,169,067			$	4,651,188
Balance			50,389,011			$	5,039			$	4,806,201			$	(1,329,119	)		$	1,169,067			$	4,651,188

 

		Number of Shares				Common Shares				Additional Paid-in Capital				Accumulated Deficit				Total Equity
Balance, March 31, 2022 (unaudited)			45,621,868			$	4,562			$	1,469,678			$	(1,562,224	)		$	(87,984	)
Balance			45,621,868			$	4,562			$	1,469,678			$	(1,562,224	)		$	(87,984	)
Net loss			-				-				-				(9,340	)			(9,340	)
Balance, June 30, 2022 (unaudited)			45,621,868			$	4,562			$	1,469,678			$	(1,571,564	)		$	(97,324	)
Balance			45,621,868			$	4,562			$	1,469,678			$	(1,571,564	)		$	(97,324	)

 

		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	)
Balance			45,621,868			$	4,562			$	1,469,678			$	(1,531,467	)		$	(57,227	)
Net loss			-				-				-				(40,097	)			(40,097	)
Balance, June 30, 2022 (unaudited)			45,621,868			$	4,562			$	1,469,678			$	(1,571,564	)		$	(97,324	)
Balance			45,621,868			$	4,562			$	1,469,678			$	(1,571,564	)		$	(97,324	)

 

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

 

 

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 June 30, 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 the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

 

Note 2 - Summary of Significant Accounting Policies

 

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

 

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.

 

Non-controlling Interests

 

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

 

Share-based compensation

 

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

 

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.

 

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 $1,329,119 as of June 30, 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

Schedule of Real Estate Investments

		June 30, 2022				December 31, 2022
		(Unaudited)
Commercial building		$	7,026,233			$	-
Tenant improvements			736,000				-
Construction in progress			590,250				-
Land			527,000				-
Total real estate investments, at cost			8,879,483				-
Less: accumulated depreciation			(739,121	)			-
Total real estate investments, net		$	8,140,362			$	-

 

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.

 

For the three months ended June 30, 2023 and 2022, the Company has incurred a net loss of $389,129 and $9,340, respectively. For the six months ended June 30, 2023 and 2022, the Company incurred net income of $82,257 and net loss of $40,097, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of June 30, 2023 and December 31, 2022, deferred tax assets resulted from NOLs of approximately $526,284 and $420,873, respectively, which were fully off-set by valuation allowance reserved.

 

8

 

 

Note 6 - Related Party Transactions

 

During the six months ended June 30, 2023 and 2022, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $14,370 and $4,809, respectively. Repayment paid back to Mr. Liang totaled $14,337 and $nil for the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the Company had payable balance to Mr. Liang in the amount of $33 and $nil, 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 six months ended June 30, 2023, the Company made loan payment of $4,231.

 

As of June 30, 2023 and December 31, 2022, the Company had payable of $61,500 and $60,000, respectively, owing to Speedlight Consulting Services Inc. (“Speedlight”) for consulting services, which was owned by a previous director, appointed on November 2020 and resigned on January 11, 2023. The amount is unsecure, non-interest-bearing and due on demand. During the six months ended June 30, 2023 and 2022, the Company incurred professional fee with Speedlight in the total amount of $4,500 and $19,600, respectively.

 

During the six months ended June 30, 2023, the Company received advance of $28,000 from Mr. Hua Guo, an officer of the Company for operating expenses. As of June 30, 2023, the amount payable to Mr. Hua Guo is $28,000. The amount is unsecure, non-interest-bearing and due on demand.

 

During the six months ended June 30, 2023 and 2022, the Company generated property management income of $45,000 and $40,000 from Legend. Pursuant to the agreement between Legend and the Company, the Company will manage the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51 acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend 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 June 30, 2023, Legend LP had loans payable in the total amount of $709,500, 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. Of the total amount payable, $658,000 was assumed by acquisition of Legend LP. During the three months ended June 30, 2023, the Company received additional advance of $61,500 from and repaid $10,000 to these entities.

 

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 June 30, 2023 and December 31, 2022, the outstanding loan balances were $12,689 and $12,689, respectively.

 

9

 

 

Upon acquisition of Legend LP, the Company assumed loans from Legend LP which is payable to a third party in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the third party in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the third-party lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025. During the three months ended June 30, 2023, the Company received additional amount of $362,250 from this third party which was paid directly to vendors for real estate investments by the creditor. The Company accrued interest and loan fee of $110,956 under the Note. During the three months ended June 30, 2023, the Company recognized interest expense and loan fee of $204,763. Interest payable of $39,835 was included in accounts payable and accrued liabilities as at June 30, 2023.

 

The Company also assumed a loan from a third party in the total amount of $386,091 upon acquisition of Legend LP, 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 became a subsidiary of the Company. Legend LP owns 100% of Mission Marketplace: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site. Legend LLC is a related party of the President of the Company. The acquisition has been accounted for as a business combination in accordance with ASC 805 Business Combinations.

 

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

Schedule of Assets Acquired and Liabilities 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			7,888,323
Accounts payable and accrued liabilities			(104,256	)
Security deposits payable			(121,893	)
Unearned revenue			(34,125	)
Loans to related parties			(658,000	)
Loans, current			(3,917,291	)
Net assets acquired			3,187,688
Gain on bargain purchase		$	(487,688	)

 

Given the nature of Legend’s operations, substantially all revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from acquisition date to the quarter end, upon agreement with Legend LLC, the Company would start to consolidate the operation results of Legend from April 1, 2023. From April 1, 2023 to June 30, 2023, the Company recognized net loss of $314,147 from operations of Legend LP.

 

10

 

 

Note 9 – Stockholders’ Equity

 

As of June 30, 2023 and December 31, 2022, the Company had 50,389,011 and 45,621,868 shares of common stock issued and outstanding, respectively.

 

On March 24, 2023, the Company issued 1,967,143 shares of common stock to complete the acquisition of Legend (Note 8).

 

2023 Equity Incentive Plan

 

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

 

On June 26, 2023, the Company granted a total of 2,800,000 shares of common stock of the Company to four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The fair value of the shares granted was valued in the amount of $1,960,000 at the grant date. For the three months ended June 30, 2023, the Company recognized share-based compensation in the amount of $42,959. As of June 30, 2023, the deferred share-based compensation totaled $1,917,041.

 

As of June 30, 2023, the Company’s common stock issuable under the 2023 Equity Incentive Plan totaled 2,200,000 shares.

 

Note 10 - Commitment and Contingencies

 

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the three and six months ended June 30, 2023, the Company recognized settlement loss of $30,883 which is included in other expenses, net on the consolidated statement of operations. As of June 30, 2023, the Company had $100,000 in rent payable to PHBC-II, with $60,000 within one year and $40,000 due after one year. As of December 31, 2022, the Company had $83,070 rent payabletoward the lease agreement.

 

Note 11- Subsequent Event

 

On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 (the “Settlement”). Pursuant to the Settlement, the rent payment shall be paid in full with certain payment schedules on or before May 10, 2026. Once the $100,000 has been paid in full, the Settlement shall be considered to be satisfied and the Company shall not be obligated to make any further payments.

 

 

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

 

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

 

Overview

 

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

 

On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of June 30, 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 the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

 

Results of operation for the three months ended June 30, 2023

 

For the three months ended June 30, 2023, we had total revenue of $133,010, as compared to $30,259 for the three months ended June 30, 2022, an increase of $102,751 or 340%. The increase was mainly due to the acquisition of Legend LP in the first quarter of 2023 which generated rent income for the three months ended June 30, 2023.

 

For the three months ended June 30, 2023, we had property management income of $nil, as compared to $5,259 for the three months ended June 30, 2022, a decrease of $5,259 or 100%. The decrease was due to the termination of property management services with a third party in April 2022.

 

For the three months ended June 30, 2023, we had property management income from related party, Legend LP, in the amount of $nil, as compared to $25,000 for the three months ended June 30, 2022, a decrease of $25,000. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the three months ended June 30, 2023.

 

 

For the three months ended June 30, 2023, the Company had total rent income generated by Legend LP of $133,010 as compared to $nil during the three months ended June 30, 2022, an increase of $133,010, or 100%. The increase was mainly resulted from the acquisition of Legend LP.

 

During the three months ended June 30, 2023 and 2022, the Company incurred general and administrative expenses of $62,080 and $23,085, respectively. During the same period of 2022 and 2023, the depreciation expense increased from $9,198 to $115,634, and property operating expense increased from $nil to $52,010. The increases in expenses are mainly due to the acquisition of Legend LP, which leads more depreciation expenses and property operating related expenses.

 

During the three months ended June 30, 2023 and 2022, the Company had interest expense of $204,763 and $nil occurred from the loans of Legend LP.

 

For the three months ended June 30, 2023 and 2022, the Company had share-based compensation of $42,959 and $nil. The increase is due to the adoption of 2023 Equity Incentive Plan and the issuance of 2,800,000 shares of common stocks under the plan to the Company’s 2023 Equity Incentive Plan.

 

Results of operation for the six months ended June 30, 2023

 

For the six months ended June 30, 2023, we had total revenue of $178,010, as compared to $45,863 for the six months ended June 30, 2022, an increase of $132,147 or 288%. The increase was mainly due to the acquisition of Legend LP in the first quarter of 2023.

 

For the six months ended June 30, 2023, we had property management income of $45,000, as compared to $45,863 for the six months ended June 30, 2022, a decrease of $863. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the three months ended June 30, 2023.

 

For the six months ended June 30, 2023, the Company had total rent income generated by Legend LP of $133,010 as compared to $nil during the six months ended June 30, 2022, an increase of $133,010, or 100%. The increase was mainly resulted from the acquisition of Legend LP.

 

During the six months ended June 30, 2023 and 2022, the Company incurred general and administrative expenses of $98,391 and $54,569 respectively. During the same period of 2022 and 2023, the depreciation expense increased from $14,275 to $121,847, and property operating expense increased from $nil to $52,010. The increases in expenses are mainly due to the acquisition of Legend LP, which led to more depreciation expenses and property operating related expenses.

 

During the six months ended June 30, 2023 and 2022, the Company had interest expense of $204,763 and $nil occurred from the loans of Legend LP.

 

During the six months ended June 30, 2023 and 2022, the Company had gain on bargain purchase of $487,688 and $nil on the acquisition of Legend LP.

 

For the six months ended June 30, 2023 and 2022, the Company had share-based compensation of $42,959 and $nil. The increase is due to the adoption of 2023 Equity Incentive Plan and the issuance of 2,800,000 shares of common stocks under the plan to the Company’s 2023 Equity Incentive Plan.

 

Equity and Capital Resources

 

We have incurred losses since inception of our business in 2016, except for prior quarter, and as of June 30, 2023, we had an accumulated deficit of $1,329,119. As of June 30, 2023, we had cash of $628 and a working capital of $648,127, compared to cash of $11,734 and a negative working capital of $140,204 as of December 31, 2022. The change in the working capital was primarily due to cash used to pay for operating expenses, deferred compensation and acquired loans from Legend.

 

 

Going Concern Assessment

 

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

 

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

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

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

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2023 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.

 

On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the three and six months ended June 30, 2023, the Company recognized settlement loss of $30,883 which is included in other expenses, net on the consolidated statement of operations. As of June 30, 2023, the Company had $100,000 in rent payable to PHBC-II, with $60,000 within one year and $40,000 due after one year. As of December 31, 2022, the Company had $83,070 rent payable  toward the lease agreement.

 

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 June 26, 2023, the Company granted total 2,800,000 shares of common stock of the Company to four consultants, pursuant to the Company’s 2023 Equity Incentive Plan, the shares of which were registered with the SEC by filing of the Form S-8 dated on June 16, 2023. The fair value of the shares granted was valued in the amount of $1,960,000 at grant date. For the three months ended June 30, 2023, the Company recognized share-based compensation in the amount of $42,959. As of June 30, 2023, the deferred share-based compensation totaled $1,917,041.

 

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

 

* Filed herewith.

 

 

SIGNATURES

 

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

 

	FORGE INNOVATION DEVELOPMENT CORP.
Date: August 14, 2023	/s/ Patrick Liang
	Patrick Liang
	Chief Executive Officer
Date: August 14, 2023	/s/ Patrick Liang
	Patrick Liang
	Chief Financial 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		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.

 

 

 

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
	August 14, 2023

 

 

 

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
	August 14, 2023

 

 

 

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 June 30, 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
	August 14, 2023
	/s/ Patrick Liang
	Patrick Liang
	Chief Financial Officer
	August 14, 2023

 

 

v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
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		50,389,011

v3.23.2

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 628	$ 11,734
Account receivable	97,856
Deferred share-based compensation	1,917,041
Prepaid expense and other current assets	63,049	16,521
Total Current Assets	2,078,574	28,255
NONCURRENT ASSETS
Property and equipment, net	73,078	83,636
Real estate investments, net	8,140,362
Rent deposit		13,953
Total Non-Current Assets	8,213,440	97,589
TOTAL ASSETS	10,292,014	125,844
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	127,479	4,029
Unearned revenue	43,167	13,124
Rent payable	60,000	83,070
Total Current Liabilities	1,430,447	168,459
Security deposits payable	121,893
Rent payable	40,000
Long term portion of Chase auto loan	32,198	36,222
Long term portion of SBA loan	12,088	12,502
Commercial loan	4,004,200
TOTAL LIABILITIES	5,640,826	217,183
COMMITMENTS AND CONTINGENCIES
EQUITY (DEFICIT)
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 and 45,621,868 shares issued and outstanding	5,039	4,562
Additional paid-in capital	4,806,201	1,469,678
Accumulated deficit	(1,329,119)	(1,565,579)
Total Forge Stockholders’ Equity (Deficit)	3,482,121	(91,339)
Non-controlling interests	1,169,067
Total Equity (Deficit)	4,651,188	(91,339)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	10,292,014	125,844
Related Party [Member]
CURRENT LIABILITIES:
Other payable - related party	89,532	60,000
Loans payable	715,529
Nonrelated Party [Member]
CURRENT LIABILITIES:
Loans payable	$ 394,740	$ 8,236

v3.23.2

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	50,389,011	45,621,868
Common stock, shares outstanding	50,389,011	45,621,868

v3.23.2

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Total revenues	$ 133,010	$ 30,529	$ 178,010	$ 45,863
Operating Expenses
Professional expenses	15,600	9,800	36,400	19,600
Depreciation expense	115,634	9,198	121,847	14,275
Share-based compensation	42,959		42,959
Selling, general and administrative expenses	62,080	23,085	98,391	54,569
Property operating	52,010		52,010
Total operating expenses	288,283	42,083	351,607	88,444
Other income (expenses):
Interest expense and loan fee, net	(204,763)		(204,763)
Gain on bargain purchase			487,688
Gain on debt settlement		3,284		3,284
Other expense, net	(29,093)		(26,801)
Total other income (expense), net	(233,856)	3,284	256,124	3,284
Net income (loss) before income tax	(389,129)	(8,540)	82,527	(39,297)
Income tax expense		(800)		(800)
Net income (loss)	(389,129)	(9,340)	82,527	(40,097)
Net loss attributable to non-controlling interests in a subsidiary	(153,933)		(153,933)
Net income (loss) attributable to common stockholders	$ (235,196)	$ (9,340)	$ 236,460	$ (40,097)
Weighted average shares outstanding:
Weighted Average Number of Shares Outstanding, Basic	47,712,088	45,621,868	46,759,697	45,621,868
Weighted Average Number of Shares Outstanding, Diluted	47,712,088	45,621,868	46,759,697	45,621,868
Earnings per share:
Earnings Per Share, Basic	$ (0.00)	$ (0.00)	$ 0.01	$ (0.00)
Earnings Per Share, Diluted	$ (0.00)	$ (0.00)	$ 0.01	$ (0.00)
Property Management Income [Member]
Revenues
Total revenues		$ 5,259		$ 5,863
Property Management Income From A Related Party [Member]
Revenues
Total revenues		25,000	45,000	40,000
Rent Income [Member]
Revenues
Total revenues	$ 133,010		$ 133,010

v3.23.2

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 82,527	$ (40,097)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	121,847	14,275
Share-based compensation	42,959
Debt settlement		(3,284)
Bad debt reserve		3,500
Gain on bargain purchase	(487,688)
Change in operating assets and liabilities:
Account receivable	(16,077)	(1,000)
Prepaid expense and other current assets	3,431	5,547
Accrued interest and loan fee	110,956
Rent deposit	13,953
Rent payable	16,930
Unearned revenue	(4,082)
Other current liability – related party	1,500	(5,598)
Accounts payable and accrued liabilities	19,194	(12,872)
Net cash used in operating activities	(94,550)	(39,529)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(1,078)	(17,975)
Cash acquired from Legend	3,192
Net cash provided by (used in) investing activities	2,114	(17,975)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan and car loans	(4,231)	(227)
Repayment to a related party	(24,338)
Advance from related parties	109,899
Net cash provided by (used in) financing activities	81,330	(227)
Net decrease in Cash	(11,106)	(57,731)
Cash at beginning of period:	11,734	60,364
Cash at end of period:	628	2,633
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	109,519
Income taxes paid
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend	1,377,000
Purchase of real estate investment settled by loans	$ 362,250

v3.23.2

Consolidated Statements of Changes in Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2021	$ 4,562	$ 1,469,678	$ (1,531,467)		$ (57,227)
Balance, shares at Dec. 31, 2021	45,621,868
Net loss			(40,097)		(40,097)
Balance at Jun. 30, 2022	$ 4,562	1,469,678	(1,571,564)		(97,324)
Balance, shares at Jun. 30, 2022	45,621,868
Balance at Mar. 31, 2022	$ 4,562	1,469,678	(1,562,224)		(87,984)
Balance, shares at Mar. 31, 2022	45,621,868
Net loss			(9,340)		(9,340)
Balance at Jun. 30, 2022	$ 4,562	1,469,678	(1,571,564)		(97,324)
Balance, shares at Jun. 30, 2022	45,621,868
Balance at Dec. 31, 2022	$ 4,562	1,469,678	(1,565,579)		(91,339)
Balance, shares at Dec. 31, 2022	45,621,868
Shares issued for compensation	$ 280	1,959,720			1,960,000
Shares issued for compensation, shares	2,800,000
Net loss			236,460	(153,933)	82,527
Acquisition of Legend	$ 197	1,376,803		1,323,000	2,700,000
Acquisition of acquiree, shares	1,967,143
Balance at Jun. 30, 2023	$ 5,039	4,806,201	(1,329,119)	1,169,067	4,651,188
Balance, shares at Jun. 30, 2023	50,389,011
Balance at Mar. 31, 2023	$ 4,759	2,846,481	(1,093,923)	1,323,000	3,080,317
Balance, shares at Mar. 31, 2023	47,589,011
Shares issued for compensation	$ 280	1,959,720			1,960,000
Shares issued for compensation, shares	2,800,000
Net loss			(235,196)	(153,933)	(389,129)
Balance at Jun. 30, 2023	$ 5,039	$ 4,806,201	$ (1,329,119)	$ 1,169,067	$ 4,651,188
Balance, shares at Jun. 30, 2023	50,389,011

v3.23.2

Organization and Description of Business	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Note 1 - Organization and Description of Business   Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, the “Company”), was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go Enterprises, LLC (the “Company Predecessor”). On November 3, 2016, Forge amended its Articles of Incorporation in the State of Nevada to change the Company Predecessor’s name to Forge Innovation Development Corp. Our current principle executive office is located at 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509. The Company’s main business focuses on real estate development, land purchasing and selling and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”.   On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of June 30, 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 the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

v3.23.2

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies   The accompanying unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.     Use of Estimates   The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Actual results could differ from those estimates.   Revenue Recognition   On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services.   Revenue streams that are scoped into ASU 2014-09 include:   Property management services: The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard.   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.   Non-controlling Interests   Non-controlling interests are portions of entities included in the consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.   Share-based compensation   The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.     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.   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.

v3.23.2

Going Concern	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	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 $1,329,119 as of June 30, 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.

v3.23.2

Real Estate Investments	6 Months Ended
	Jun. 30, 2023
Real Estate [Abstract]
Real Estate Investments	Note 4 – Real Estate Investments Schedule of Real Estate Investments     June 30, 2022     December 31, 2022       (Unaudited)       Commercial building   $ 7,026,233     $       -   Tenant improvements     736,000       -   Construction in progress     590,250       -   Land     527,000       -   Total real estate investments, at cost     8,879,483       -   Less: accumulated depreciation     (739,121 )     -   Total real estate investments, net   $ 8,140,362     $ -

v3.23.2

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	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.   For the three months ended June 30, 2023 and 2022, the Company has incurred a net loss of $389,129 and $9,340, respectively. For the six months ended June 30, 2023 and 2022, the Company incurred net income of $82,257 and net loss of $40,097, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of June 30, 2023 and December 31, 2022, deferred tax assets resulted from NOLs of approximately $526,284 and $420,873, respectively, which were fully off-set by valuation allowance reserved.

v3.23.2

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 - Related Party Transactions   During the six months ended June 30, 2023 and 2022, Mr. Liang, the Company’s CEO, paid operating expenses on behalf of the Company in the amount of $14,370 and $4,809, respectively. Repayment paid back to Mr. Liang totaled $14,337 and $nil for the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the Company had payable balance to Mr. Liang in the amount of $33 and $nil, 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 six months ended June 30, 2023, the Company made loan payment of $4,231.   As of June 30, 2023 and December 31, 2022, the Company had payable of $61,500 and $60,000, respectively, owing to Speedlight Consulting Services Inc. (“Speedlight”) for consulting services, which was owned by a previous director, appointed on November 2020 and resigned on January 11, 2023. The amount is unsecure, non-interest-bearing and due on demand. During the six months ended June 30, 2023 and 2022, the Company incurred professional fee with Speedlight in the total amount of $4,500 and $19,600, respectively.   During the six months ended June 30, 2023, the Company received advance of $28,000 from Mr. Hua Guo, an officer of the Company for operating expenses. As of June 30, 2023, the amount payable to Mr. Hua Guo is $28,000. The amount is unsecure, non-interest-bearing and due on demand.   During the six months ended June 30, 2023 and 2022, the Company generated property management income of $45,000 and $40,000 from Legend. Pursuant to the agreement between Legend and the Company, the Company will manage the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51 acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend 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 June 30, 2023, Legend LP had loans payable in the total amount of $709,500, 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. Of the total amount payable, $658,000 was assumed by acquisition of Legend LP. During the three months ended June 30, 2023, the Company received additional advance of $61,500 from and repaid $10,000 to these entities.

v3.23.2

Commercial and SBA Loans	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Commercial and SBA Loans	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 June 30, 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 is payable to a third party in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the third party in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the third-party lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025. During the three months ended June 30, 2023, the Company received additional amount of $362,250 from this third party which was paid directly to vendors for real estate investments by the creditor. The Company accrued interest and loan fee of $110,956 under the Note. During the three months ended June 30, 2023, the Company recognized interest expense and loan fee of $204,763. Interest payable of $39,835 was included in accounts payable and accrued liabilities as at June 30, 2023.   The Company also assumed a loan from a third party in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due one demand.

v3.23.2

Acquisition of Legend	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisition of Legend	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 became a subsidiary of the Company. Legend LP owns 100% of Mission Marketplace: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site. Legend LLC is a related party of the President of the Company. The acquisition has been accounted for as a business combination in accordance with ASC 805 Business Combinations.   The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values. Schedule of Assets Acquired and Liabilities 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     7,888,323   Accounts payable and accrued liabilities     (104,256 ) Security deposits payable     (121,893 ) Unearned revenue     (34,125 ) Loans to related parties     (658,000 ) Loans, current     (3,917,291 ) Net assets acquired     3,187,688   Gain on bargain purchase   $ (487,688 )   Given the nature of Legend’s operations, substantially all revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from acquisition date to the quarter end, upon agreement with Legend LLC, the Company would start to consolidate the operation results of Legend from April 1, 2023. From April 1, 2023 to June 30, 2023, the Company recognized net loss of $314,147 from operations of Legend LP.

v3.23.2

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders’ Equity	Note 9 – Stockholders’ Equity   As of June 30, 2023 and December 31, 2022, the Company had 50,389,011 and 45,621,868 shares of common stock issued and outstanding, respectively.   On March 24, 2023, the Company issued 1,967,143 shares of common stock to complete the acquisition of Legend (Note 8).   2023 Equity Incentive Plan   On June 15, 2023, the Board of the Company adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of Common Stock, $0.0001 par value, of the Company (“Common Stock”) on terms determined under this plan (the “2023 Equity Incentive Plan”). Under the 2023 Equity Incentive Plan, the Company can issue up to 5,000,000 shares of common stocks of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.   On June 26, 2023, the Company granted a total of 2,800,000 shares of common stock of the Company to four consultants for one-year consulting services, pursuant to the Company’s 2023 Equity Incentive Plan. The fair value of the shares granted was valued in the amount of $1,960,000 at the grant date. For the three months ended June 30, 2023, the Company recognized share-based compensation in the amount of $42,959. As of June 30, 2023, the deferred share-based compensation totaled $1,917,041.   As of June 30, 2023, the Company’s common stock issuable under the 2023 Equity Incentive Plan totaled 2,200,000 shares.

v3.23.2

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitment and Contingencies	Note 10 - Commitment and Contingencies   On December 8, 2017, the Company entered into a lease agreement with Puente Hills Business Center II, L.P. (“PHBC-II”) for a lease term of forty-eight months, and which was scheduled to expire on January 14, 2022, at monthly rent of $4,962, subject to increase. On or about September 29, 2020, the Company vacated the premises. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. The Company has retained legal counsel to address the matter and the Court has rescheduled the trial date from January 31, 2023 to April 18, 2023, and then again rescheduled to June 14, 2023. On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 and rent deposit of $13,953 became nonrefundable. During the three and six months ended June 30, 2023, the Company recognized settlement loss of $30,883 which is included in other expenses, net on the consolidated statement of operations. As of June 30, 2023, the Company had $100,000 in rent payable to PHBC-II, with $60,000 within one year and $40,000 due after one year. As of December 31, 2022, the Company had $83,070 rent payabletoward the lease agreement.

v3.23.2

Subsequent Event	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Event	Note 11- Subsequent Event   On July 14, 2023, the Company reached a settlement with PHBC-II and agreed to pay rent of $100,000 (the “Settlement”). Pursuant to the Settlement, the rent payment shall be paid in full with certain payment schedules on or before May 10, 2026. Once the $100,000 has been paid in full, the Settlement shall be considered to be satisfied and the Company shall not be obligated to make any further payments.

v3.23.2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Use of Estimates	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	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	Business Combination   We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration is recorded as gain on bargain purchase included in other income on the consolidated statement of operations.
Non-controlling Interests	Non-controlling Interests   Non-controlling interests are portions of entities included in the consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.
Share-based compensation	Share-based compensation   The Company accounts for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and nonemployees, net of estimated forfeitures, over the employees’ requisite service period or the non-employee performance period based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.
New Accounting Standards Adopted	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.   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.

v3.23.2

Real Estate Investments (Tables)	6 Months Ended
	Jun. 30, 2023
Real Estate [Abstract]
Schedule of Real Estate Investments	Schedule of Real Estate Investments     June 30, 2022     December 31, 2022       (Unaudited)       Commercial building   $ 7,026,233     $       -   Tenant improvements     736,000       -   Construction in progress     590,250       -   Land     527,000       -   Total real estate investments, at cost     8,879,483       -   Less: accumulated depreciation     (739,121 )     -   Total real estate investments, net   $ 8,140,362     $ -

v3.23.2

Acquisition of Legend (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Assets Acquired and Liabilities Fair Values	The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values. Schedule of Assets Acquired and Liabilities 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     7,888,323   Accounts payable and accrued liabilities     (104,256 ) Security deposits payable     (121,893 ) Unearned revenue     (34,125 ) Loans to related parties     (658,000 ) Loans, current     (3,917,291 ) Net assets acquired     3,187,688   Gain on bargain purchase   $ (487,688 )

v3.23.2

Organization and Description of Business (Details Narrative)	Mar. 24, 2023 USD ($) a $ / shares shares	Mar. 23, 2023 ft² shares	Jun. 30, 2023 ft²	Jun. 30, 2023 a	Mar. 23, 2023 a	Mar. 23, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land	4.51		48,722	4.51
Stock issued during period, shares, value issues	$ 2,700,000
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues | shares	1,967,143	1,967,143
Stock issued during period, value, purchase of assets	$ 1,377,000
Legend LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition interests percentage	51.00%					51.00%
Legend LP [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land		48,722			4.51
Business acquisition interests percentage	51.00%					100.00%
Sellers Management [Member] | Legend LP [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition interests percentage	15.00%
Legend LLC [Member] | Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment ownership percentage	77.30%
Legend LLC [Member] | Asset Purchase Agreement [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares	$ 0.70
Legend LP [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment ownership percentage	66.00%
Legend LP [Member] | Mission Marketplace [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment ownership percentage	100.00%

v3.23.2

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 1,329,119	$ 1,565,579

v3.23.2

Schedule of Real Estate Investments (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Real Estate [Abstract]
Commercial building	$ 7,026,233
Tenant improvements	736,000
Construction in progress	590,250
Land	527,000
Total real estate investments, at cost	8,879,483
Less: accumulated depreciation	(739,121)
Total real estate investments, net	$ 8,140,362

v3.23.2

Income Taxes (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net income loss	$ 389,129	$ 9,340	$ (82,527)	$ 40,097
Net income loss	(389,129)	$ (9,340)	82,527	$ (40,097)
Deferred tax assets	$ 526,284		$ 526,284		$ 420,873

v3.23.2

Related Party Transactions (Details Narrative)					1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 17, 2022 USD ($)	Jul. 15, 2022 USD ($)	Jul. 15, 2022 USD ($)	Jan. 04, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 ft²	Jun. 30, 2023 a	Mar. 24, 2023 a
Related Party Transaction [Line Items]
Operating expenses						$ 288,283	$ 42,083	$ 351,607	$ 88,444
Advance received from related party		$ 15,000
Monthly installment amount			$ 671
Purchasse price			84,406.12
Loan amount			$ 48,295
Monthly installment amount		0.00%	0.00%
Gain on sale of property plant equipment										$ 6,874
Loans payable						4,231		4,231
Professional Fees						15,600	$ 9,800	36,400	19,600
Area of land											48,722	4.51	4.51
Service charges								5,000
Additional management service charges					$ 10,000
Service charges	$ 15,000
Company received additional advance								109,899
Repayments of related party debt								24,338
Legend LP [Member]
Related Party Transaction [Line Items]
Ownership interest perecentage													51.00%
Related Party [Member]
Related Party Transaction [Line Items]
Loans payable						89,532		89,532		60,000
Legend LP [Member]
Related Party Transaction [Line Items]
Loans payable						658,000		658,000
Mr Liang [Member]
Related Party Transaction [Line Items]
Operating expenses								14,370	4,809
Advance received from related party								14,337
Loans payable						33		33
Debt instrument interest rate				7.11%
Debt instrument, term				41 months
Monthly installment amount				$ 558
Property management fee revenue								45,000	40,000
Mr Liang [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Loans payable				$ 22,861
Mr Liang [Member] | Legend LP [Member]
Related Party Transaction [Line Items]
Loans payable						709,500		709,500
Speedlight Consulting Services Inc [Member]
Related Party Transaction [Line Items]
Professional Fees								4,500	$ 19,600
Speedlight Consulting Services Inc [Member] | Related Party [Member] | Director [Member]
Related Party Transaction [Line Items]
Loans payable						61,500		61,500		$ 60,000
Mr. Hua Guo [Member] | Officer [Member]
Related Party Transaction [Line Items]
Advance received from related party								28,000
Loans payable						28,000		$ 28,000
Legend LP [Member]
Related Party Transaction [Line Items]
Company received additional advance						61,500
Repayments of related party debt						$ 10,000

v3.23.2

Commercial and SBA Loans (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Jul. 15, 2022	Jul. 14, 2020	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 23, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Debt interest amount	$ 671
Company received additional amount					$ 109,899
Accrued interest and loan fee					110,956
Accrued interest and loan fee			$ 204,763		204,763
Accounts Payable and Accrued Liabilities [Member]
Short-Term Debt [Line Items]
Interest payable current			39,835		39,835
Legend LP [Member]
Short-Term Debt [Line Items]
Company received additional amount			61,500
Unsecured debt			386,091		386,091
Small Business Administration Loan [Member]
Short-Term Debt [Line Items]
Debt instrument face amount		$ 14,000
Debt interest rate		3.75%
Debt interest amount		$ 69
Long term debt			12,689		12,689			$ 12,689
Existing Loan [Member]
Short-Term Debt [Line Items]
Debt instrument face amount			3,531,200		$ 3,531,200
Debt interest rate							3.73%
The Wall Street Journal Prime Rate [Member] | Legend LP [Member]
Short-Term Debt [Line Items]
Company received additional amount			$ 362,250

v3.23.2

Schedule of Assets Acquired and Liabilities Fair Values (Details) - USD ($)		3 Months Ended		6 Months Ended
	Mar. 23, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Gain on bargain purchase				$ (487,688)
Legend LLC [Member]
Business Acquisition [Line Items]
Total purchase consideration	$ 1,377,000
Fair value of non-controlling interests	1,323,000
Total consideration	2,700,000
Cash	3,192
Account receivable	81,779
Prepaid expenses and other	49,959
Real estate investments	7,888,323
Accounts payable and accrued liabilities	(104,256)
Security deposits payable	(121,893)
Unearned revenue	(34,125)
Loans to related parties	(658,000)
Loans, current	(3,917,291)
Net assets acquired	3,187,688
Gain on bargain purchase	$ (487,688)

v3.23.2

Acquisition of Legend (Details Narrative)			3 Months Ended		6 Months Ended
	Mar. 24, 2023 a shares	Mar. 23, 2023 USD ($) ft² shares	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($)	Jun. 30, 2023 a	Mar. 23, 2023 a	Mar. 23, 2023
Business Acquisition [Line Items]
Area of land	4.51		48,722		48,722		4.51
Net income loss			$ (235,196)	$ (9,340)	$ 236,460	$ (40,097)
Legend LLC [Member]
Business Acquisition [Line Items]
Net income loss			$ 314,147
Common Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, new issues | shares	1,967,143	1,967,143
Legend LLC [Member]
Business Acquisition [Line Items]
Business acquisition interests percentage	51.00%								51.00%
Stock issued during period, value, purchase of assets		$ 1,377,000
Legend LP [Member]
Business Acquisition [Line Items]
Business acquisition interests percentage	51.00%								100.00%
Area of land		48,722						4.51

v3.23.2

Stockholders’ Equity (Details Narrative) - USD ($)					3 Months Ended	6 Months Ended
	Jun. 26, 2023	Jun. 26, 2023	Jun. 15, 2023	Mar. 24, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued					50,389,011	50,389,011		45,621,868
Common stock, shares outstanding					50,389,011	50,389,011		45,621,868
Acquisition of new shares				1,967,143
Common stock, par value					$ 0.0001	$ 0.0001		$ 0.0001
Share-based payment award, grants in period gross		1,960,000
Share-based compensation noncash expenses					$ 42,959	$ 42,959
Deferred share-based compensation					$ 1,917,041	$ 1,917,041
2023 Equity Incentive Plan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value			$ 0.0001
Number of new shares issued			5,000,000
Share-based payment award, grants in period gross	2,800,000
Common stock, value issuale					2,200,000	2,200,000

v3.23.2

Commitment and Contingencies (Details Narrative) - USD ($)				6 Months Ended
	Jul. 14, 2023	Dec. 31, 2022	Dec. 08, 2017	Jun. 30, 2023
Loss Contingencies [Line Items]
Rent payable		$ 83,070
Deposit assets		$ 13,953
Other Expense [Member]
Loss Contingencies [Line Items]
Loss settlement included in other expenses				30,883
Puente Hills Business Center II, L.P [Member]
Loss Contingencies [Line Items]
Lessee operating lease description			forty-eight months
Lease expiration date			Jan. 14, 2022
Rent payable			$ 4,962
Rent payable current and noncurrent				100,000
Rent payable with in on year				60,000
Rent payable after one year				$ 40,000
Puente Hills Business Center II, L.P [Member] | Subsequent Event [Member]
Loss Contingencies [Line Items]
Rent payable	$ 100,000
Deposit assets	$ 13,953

v3.23.2

Subsequent Event (Details Narrative) - USD ($)	Jul. 14, 2023	Dec. 31, 2022	Dec. 08, 2017
Subsequent Event [Line Items]
Payments for rent		$ 83,070
Puente Hills Business Center II, L.P [Member]
Subsequent Event [Line Items]
Payments for rent			$ 4,962
Puente Hills Business Center II, L.P [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Payments for rent	$ 100,000
Fully paid in rent	$ 100,000

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