Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM 10-K/A

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

For the fiscal year ended: December 31, 2023

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

For the transition period from _____________ to ____________

Commission file number 333-218248

FORGE INNOVATION DEVELOPMENT CORP.

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

Nevada

81-4635390

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

6280 Mission Blvd Unit 205

Jurupa Valley, CA 92509

(Address of principal executive offices) (Zip Code)

(626)-986-4566

(Issuer’s telephone number)

N/A

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, 2023 the last business day of the Company’s most recently completed second fiscal quarter was $9,903,126 based on the closing price of $0.75 per share, as reported on the over-the-counter bulletin board.

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

Documents Incorporated By Reference. None

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K of Forge Innovation Development Corp. for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024 (the “Original Filing”), is being filed solely to correct the following:

	1.	the date of the Report of Independent Registered Public Accounting Firm to April 16, 2024, and
	2.	to include in the Certifications previously filed with our Form 10-K the introductory language in paragraph 4 to conform exactly to the language set forth in Exchange Act Rule 13a-14(a).

In addition, pursuant to the rules of the SEC, the exhibit list included herein reflects currently dated certifications from the Company’s principal executive officer and principal accounting officer, which are filed as exhibits to this Amendment No. 1.

Except for the foregoing amended information, this Amendment No. 1 does not amend or update any other information contained in the Original Filing or reflect any events that have occurred after the filing date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

TABLE OF CONTENTS

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

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

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

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

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

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

PART I

Item 1. Description of Business.

Background

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

Overview

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

On August 1, 2017, the Company entered into a property management agreement with Bloomage Beverly Hills Investment Inc. Pursuant to the agreement, the Company provided property management services for Bloomage Beverly Hills Investment Inc. in exchange for the compensation of $3,000 per month. During the year ended December 31, 2021, the service charges increased to $5,000 per month. In April 2022, we terminated the property management services with Bloomage Beverly Hills Investment Inc. due to the sales of the managed properties. During the years ended December 31, 2022, the Company recognized management service income of $15,000 under this agreement.

On April 2, 2022, the Company entered into a property management agreement (“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51-acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend LP required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 due to new tenants moving in and additional management services desired. During the year ended December 31, 2022 and 2023, the Company recognized property management income from Legend LP in the amount of $107,000 and $45,000, respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the year ended December 31, 2023.

On March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site. As a result of the acquisition of Legend LP, the Company had total rent income generated by Legend LP of $393,474 for the year ended December 31, 2023, as compared to $nil during the year ended December 31, 2022, an increase of $393,474, or 100%. The increase was mainly resulted from the acquisition of Legend LP.

Business Strategy

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

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

Property Development

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

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

Investing in Development Projects

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

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

Our targeted asset classes and the principal investments we have made and expect to make in each are as follows:

Asset Class	Principal Investments
Residential Property	●	Single family attached, Single Family detached, multi-unit, condominiums, townhomes, etc.

Partially completed real estate developments, residential, commercial, retail.	●	Acquisition and sale of vacant land

REO Tape Transactions	●	Bulk or block acquisitions of single family detached residential units or homes.

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

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

Property Management

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

	●	Establishes rental rate by surveying local rental rates; calculating overhead costs, depreciation, taxes, and profit goals.

	●	Attracts tenants by advertising vacancies; obtaining referrals from current tenants; explaining advantages of location and services; showing units.

	●	Contracts with tenants by negotiating leases; collecting security deposit.

	●	Accomplishes financial objectives by collecting rents; paying bills; forecasting requirements; preparing an annual budget; scheduling expenditures; analyzing variances; initiating corrective action.

	●	Maintains property by investigating and resolving tenant complaints; enforcing rules of occupancy; inspecting vacant units and completing repairs; planning renovations; contracting with landscaping and snow removal services.

	●	Maintains building systems by contracting for maintenance services; supervising repairs.

	●	Secures property by contracting with security patrol service; installing and maintaining security devices; establishing and enforcing precautionary policies and procedures; responding to emergencies.

	●	Enforces occupancy policies and procedures by confronting violators.

	●	Prepares reports by collecting, analyzing, and summarizing data and trends.

We also intend to provide the following special services to our third part owners:

●

Legal Services

	–	Eviction Coordination
	–	Personal Property Management
	–	Property Inspections

●

Closing — Title Services

	–	Title Closing Documents and Preparation
	–	Escrow and Closing Coordination
	–	HUD Reviews and Analysis

●

Reports

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

●

Accounting — Financial

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

Sales and Marketing

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

Competition

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

Real estate development is a highly competitive business. We compete with numerous developers, builders and others for the acquisition of property. As we attempt to expand our operations we will certainly be competing with other business ranging from large multinational corporations to small startup business such as ourselves. Many of our competitors may have longer operating histories, better brand recognition and greater financial resources than we do. To successfully compete in our industry, we will need to:

	●	Ensure that investments in our projects are affordable;

	●	That we only invest in properties in well-priced locations;

	●	That our investment strategy is simple to understand; and

	●	That we provide outstanding customer service and rigid integrity in our business dealings.

However, there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry. We believe we have the required management expertise in sourcing properties with good development potential and affordable price.

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

Government Regulations

Real Property Development

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

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

Timing of the initiation and completion of development projects depends upon receipt of necessary authorizations and approvals. Because of the provisional nature of these approvals and the concerns of various environmental and public interest groups, the approval process can be delayed by withdrawals or modifications of preliminary approvals and by litigation and appeals challenging development rights. Our ability to develop projects could be delayed or prevented due to litigation challenging previously obtained governmental approvals. We also may be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Such delays could adversely affect our ability to complete our projects, significantly increase the costs of doing so or drive potential customers to purchase competitors’ products.

Management Services

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

Environmental Compliance

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

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

Employees

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

Reports to Security Holders

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

Item 1A. Risk Factors.

Not applicable to smaller reporting companies

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties.

The Company’s subsidiary, Legend LP owns 100% of Mission Marketplace, a grocery anchored shopping center locates 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.

Item 3. 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 year ended Decembe 31, 2023, the Company recognized settlement loss of $30,883 which is included in other income (expense), net, on the consolidated statement of operations. As of December 31, 2023, the Company had $80,588 in rent payable to PHBC-II, with $40,588 within one year and $40,000 due after one year.

Item 4. Mine Safety Disclosures.

None.

PART II

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

Market Information

There has only been limited trading for the Company’s Common Stock since it began trading on September 25, 2018. There is no assurance that an active trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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

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

On April 15, 2024, the closing price of our common stock reported on the OTCQB Markets was $1.26 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low closing prices of our common stock, as reported on the OTCQB.

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

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

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

Fiscal 2024		Low				High
First Quarter through April 15, 2024		$	1.26			$	1.26

Holders

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

Dividends

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

Securities Authorized under Equity Compensation Plans

We do not have any equity compensation plans.

Securities Currently Outstanding

	●	Our Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, of which 50,389,011 shares were issued and outstanding, as of April 15, 2024.

	●	Our Certificate of Incorporation authorizes us to issue up to 50,000,000 shares of preferred stock with no share issued and outstanding as of April 15, 2024.

Repurchases of Equity Securities

None

Reports to Stockholders

We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC.

Transfer Agent

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

Recent Sales of Unregistered Securities

None.

Repurchase of Equity Securities

None.

Additional Information

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

Item 6. Selected financial Data.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

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

Overview

Forge Innovation Development Corp., or the “Company”, was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go enterprises, LLC (the “Company Predecessor”). On November 3, 2016, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change the Company’s name to Forge Innovation Development Corp. The Company’s primary objective is commercial and residential land development, including the purchase and sale of real estate, targeting properties primarily in Southern California. We also intend to manage properties we own, and properties owned by unaffiliated third parties. Our activities will include securing acquisition rights to properties, obtaining zoning and other entitlements for the properties, securing financing for purchase of the properties, improving the properties’ infrastructure and amenities and selling the properties to homeowner and commercial owners for restaurants, offices and small businesses. Our first property acquisition was 29 acres in the city of Desert Hot Springs in Southern California. Due to problems with permits and adjacent landowners, rather than getting involved in protracted negotiations, the Company sold the property to an independent third party for a profit.

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

Results of Operation for the years ended December 31, 2023 and 2022

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

For the year ended December 31, 2023, we had property management income of $45,000, as compared to $122,604 for the year ended December 31, 2022, a decrease of $77,604. 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 year ended December 31, 2023.

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

During the years ended December 31, 2023 and 2022, the Company incurred general and administrative expenses of $234,596 and $112,016, respectively. During the same period of 2022 and 2023, the depreciation expense increased from $15,621 to $252,193, and property operating expense increased from $nil to $114,808. 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 years ended December 31, 2023 and 2022, the Company had interest expense, net of $466,640 and $nil occurred from the loans of Legend LP, respectively.

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

For the years ended December 31, 2023 and 2022, the Company had share-based compensation of $1,031,014 and $nil, respectively. 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 and, as of December 31, 2023, we had an accumulated deficit of $2,485,934. As of December 31, 2023, we had cash of $4,892 and a negative working capital of $482,138, compared to cash of $11,734 and a working capital deficit of $140,204 on December 31, 2022. The increase in the working capital deficit was primarily due to cash used to pay for operating expenses, acquisition of property and equipment, and repayment of loans.

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 7A. Quantitative and Qualitative Disclosures about Market Risk

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

Item 8. Consolidated Financial Statements and Supplementary Data

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

FRORGE INNOVATION DEVELOPMENT CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Consolidated Balance Sheets, December 31, 2023 and 2022	F-3

Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022	F-4

Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022	F-5

Consolidated Statements of Changes in Shareholders’ (Equity) Deficit for the Years ended December 31, 2023 and 2022	F-6

Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Forge Innovation Development Corp.

Jurupa Valley, California

Opinion on the Consolidated Financial Statements

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

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

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

Basis for Opinion

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

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Simon & Edward, LLP

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

PCAOB ID: 2485

Rowland Heights, California

April 16, 2024

F-2

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31, 2023			December 31, 2022

ASSETS
CURRENT ASSETS
Cash	$	4,892		$	11,734
Rent receivable		114,036			-
Deferred share-based compensation		928,986			-
Prepaid expense and other current assets		76,239			16,521

Total Current Assets		1,124,153			28,255

NONCURRENT ASSETS
Property and equipment, net		63,520			83,636
Real estate investments, net		8,118,728			-
Rent deposit		-			13,953
Total Non-Current Assets		8,182,248			97,589
TOTAL ASSETS	$	9,306,401		$	125,844

LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	127,049		$	4,029
Due to related parties		926,815			60,000
Unearned revenue		45,774			13,124
Rent payable, current		40,588			83,070
Loan payables		466,065			8,236

Total Current Liabilities		1,606,291			168,459

Security deposits payable		151,893			-
Rent payable		40,000			-
Long term portion of Chase auto loan		28,174			36,222
Long term portion of SBA loan		11,674			12,502
Commercial loan		4,149,950			-
TOTAL LIABILITIES		5,987,982			217,183

COMMITMENTS AND CONTINGENCIES		-			-

EQUITY (DEFICIT)
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding		-			-
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 and 45,621,868 shares issued and outstanding		5,039			4,562
Additional paid-in capital		4,806,201			1,469,678
Accumulated deficit		(2,485,934	)		(1,565,579	)
Total Forge Stockholders’ Equity (Deficit)		2,325,306			(91,339	)
Noncontrolling interests		993,113			-
Total Equity (Deficit)		3,318,419			(91,339	)
TOTAL LIABILITIES AND EQUITY	$	9,306,401		$	125,844

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

F-3

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the years ended December 31,
	2023			2022

Revenues
Property management income	$	-		$	15,604
Property management income from a related party		45,000			107,000
Rent income		393,474			-
Total revenues		438,474			122,604

Operating Expenses
Professional expenses		69,900			39,200
Depreciation expense		239,816			15,621
Share-based compensation		1,031,014			-
Selling, general and administrative expenses		234,596			112,016
Property operating		114,808			-

Total operating expenses		1,690,134			166,837

Other income (expenses):
Interest expense and loan fee, net		(466,640	)		-
Gain on bargain purchase		487,688			-
Gain on debt settlement		-			3,284
Gain on sale of property and equipment		-			6,874
Other income (expense), net		(19,630	)		2,135
Total other income, net		1,418			12,293

Net loss before income tax		(1,250,242	)		(31,940	)
Income tax expense		-			(2,172	)

Net loss	$	(1,250,242	)	$	(34,112	)
Net loss attributable to non-controlling interests in a subsidiary		(329,887	)		-
Net loss attributable to common stockholders	$	(920,355	)	$	(34,112	)

Weighted average shares outstanding:
Basic and diluted		48,589,270			45,621,868

Earnings per share:
Basic and diluted	$	(0.02	)	$	(0.00	)

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

F-4

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,250,242	)	$	(34,112	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		239,816			15,621
Share-based compensation		1,031,014			-
Gain on debt settlement		-			(3,284	)
Gain on sale of property and equipment		-			(6,874	)
Gain on bargain purchase		(487,688	)		-
Change in operating assets and liabilities:
Rent receivable		(32,257	)		9,000
Prepaid expense and other current assets		653			(1,829	)
Accrued interest		81,594			-
Rent deposit		13,953			-
Rent payable		(2,482	)		-
Unearned revenue		(1,475	)		13,124
Other current liability – related party		20,513			(10,591	)
Accounts payable and accrued liabilities		18,764			(11,890	)
Security deposits payable		30,000			-
Net cash used in operating activities		(337,837	)		(30,835	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,105	)		(9,040	)
Cash acquired from Legend		3,192			-
Net cash provided by (used in) investing activities		1,087			(9,040	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan and car loans		(8,394	)		(8,756	)
Repayment to related parties		(176,273	)		-
Proceeds from third parties		150,000			-
Advance from related parties		364,575			-
Net cash provided by (used in) financing activities		329,908			(8,756	)

Net decrease in Cash		(6,842	)		(48,630	)
Cash at beginning of period:		11,734			60,364
Cash at end of period:	$	4,892		$	11,734

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	$	385,568		$	-
Income taxes paid	$	-		$	2,172

NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend, including noncontrolling	$	2,700,000		$	-
Net loan carried through purchase of vehicle with trade-in	$	-		$	36,030
Additional real estate investment paid through commercial loans	$	448,000		$	-

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

F-5

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)


	Number of Shares		Common Shares		Additional Paid-in Capital		Accumulated Deficit			Noncontrolling interests			Total Equity
Balance, December 31, 2021		45,621,868	$	4,562	$	1,469,678	$	(1,531,467	)	$	-		$	(57,227	)
Net loss		-		-		-		(34,112	)		-			(34,112	)
Balance, December 31, 2022		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-		$	(91,339	)
Balance		45,621,868	$	4,562	$	1,469,678	$	(1,565,579	)	$	-		$	(91,339	)
Net loss		-		-		-		(920,355	)		(329,887	)		(1,250,242	)
Shares issued for compensation		2,800,000		280		1,959,720		-			-			1,960,000
Acquisition of Legend		1,967,143		197		1,376,803		-			1,323,000			2,700,000
Balance, December 31, 2023		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419
Balance		50,389,011	$	5,039	$	4,806,201	$	(2,485,934	)	$	993,113		$	3,318,419

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

F-6

Forge Innovation Development Corp. and Subsidiaries

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”.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

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

Basis of Presentation

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

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.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash on December 31, 2023 and 2022 were $4,892 and $11,734, respectively, representing cash deposited in bank and petty cash.

Rent Receivables

Rent receivables refer to the differences of the total rental revenue recognized on a straight-line basis over the lease terms in accordance US GAAP ASC 842 and the total rent payments received according to lease agreements. As of December 31, 2023 and 2022, the rent receivable balances were $114,036 and $nil, respectively.

Real estate investments, net

Land, building, and improvements are stated at cost, less accumulated depreciation and amortization. Major replacements and betterments, capital improvements and tenant improvements activities, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. The Company ceases capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in any event no later than one year from the completion of major construction activity. Depreciation and amortization are provided primarily by the straight-line method over the estimated useful lives of the assets for financial statement purposes and by accelerated methods for income tax purposes. Estimated useful lives for financial statement purposes are as follows:

Schedule of Estimated Useful Lives

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

Land is not depreciated because land is assumed to have an unlimited useful life. Upon sale or retirement of depreciable assets, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

Property and equipment, net

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

Fair Value of Financial Instruments

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

F-7

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

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

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

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023 and 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, accounts payable, due to related parties, and loans, current.

Operating Leases

The Company adopted ASC 842 on January 1, 2019. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Related Parties

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

F-8

Impairment of long-lived assets

Long-lived assets are tested for impairment in accordance with ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”. The Company periodically evaluates potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment of long-lived assets was recognized for the years ended December 31, 2023 and 2022.

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.

Revenue Recognition

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

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

Property management services

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

Rental income

The Company’s rental income, which is derived primarily from lease contracts through Legend LP, includes rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the non-cancelable term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. In addition to base rent, the Company’s lease agreements generally require tenants to pay or reimburse the Company for all property operating expenses, which primarily reflect insurance costs and real estate taxes incurred by the Company and subsequently reimbursed by the tenant. However, some limited property operating expenses that are not the responsibility of the tenant are absorbed by the Company. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

F-9

If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on several factors including, but not limited to:

● whether the lease stipulates how and on what a tenant improvement allowance may be spent.

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

● whether the tenant improvements are unique to the tenant or general-purpose in nature; and

● whether the tenant improvements are expected to have any residual value at the end of the lease.

Pursuant to the lease agreements, the Company receives security deposits which will be refunded or applied as final payments as outlined in the agreements. Such security deposits are recorded as liabilities for the Company on the consolidated balance sheet. As of December 31, 2023 and 2022, security deposits totaled $151,893 and $nil.

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.

Segment reporting

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

Income Taxes

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

Basic and Diluted Loss Per Share

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

The Company does not have any potentially dilutive instruments as of December 31, 2023 and 2022 and, thus, anti-dilution issues are not applicable.

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.

New Accounting Standards Note Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.

Income Tax Disclosures - In December 2023, the Financial Accounting Standards Board (FASB) released ASU No. 2023-09, titled “Income Taxes (Topic 740): Enhancements to Income Tax Disclosures” (referred to as “ASU 2023-09”). This new standard mandates the disclosure, on an annual basis, of specific categories in the rate reconciliation and the disaggregation of income taxes paid by jurisdiction. ASU 2023-09 becomes effective for annual reporting periods starting after December 15, 2025. The Company anticipates that the adoption of this standard will not significantly impact its financial position, results of operations, or cash flows. In November 2023, the Financial Accounting Standards Board (FASB) released ASU 2023-07, titled “Enhancements to Reportable Segment Disclosures” (“ASU 2023-07”). This standard necessitates companies to provide additional, more comprehensive details regarding significant expenses of a reportable segment, even if there is only one such segment. Its purpose is to enhance disclosures related to a public entity’s reportable segments. ASU 2023-07 will be effective for fiscal years commencing after December 15, 2023, and for interim periods starting after December 15, 2024, with the option for early adoption. We are presently assessing the potential impact of adopting ASU 2023-07 on our consolidated financial statements.

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.

F-10

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 $2,485,934 as of December 31, 2023. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

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

On March 24, 2023, the Company acquired 51% of partnership interest of Legend LP from Legend LLC, for issuance of 1,967,143 common stocks of the Company, with a total fair value of $1,377,000. Legend LP owns 100% of Mission Marketplace – a real estate property: a grocery anchored shopping center located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site. See Note 9 for the business acquisition.

Schedule of Real Estate Investments

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

Note 5 – Property and equipment, net

Property and equipment, net, as of December 31, 2023 and 2022, consisted of following:

Schedule of Property and Equipment Net

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

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

Note 6 - Concentration of Risk

The Company maintains cash in two accounts within two local commercial banks located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. On December 31, 2023 and 2022, the cash balances were fully insured.

For the year ended December 31, 2023, the Company generate revenue of 50% and 10% from two unrelated customers, respectively. For the year ended December 31, 2022, the Company generated revenue of 87% and 12% from two top customers, including a related party, respectively. As of December 31, 2023, accounts receivable from the largest customer accounted for 68% of the total accounts receivable.

F-11

Note 7 - Related Party Transactions

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

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

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

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

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 April 2, 2022, the Company entered into a property management agreement (“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51-acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend LP required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 due to new tenants moving in and additional management services desired. During the years ended December 31, 2023 and 2022, the Company recognized property management income from Legend LP in the amount of $107,000 and 180,000, respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the period started from April to December in 2023.

On July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84,406 and the loan amount is $48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from the manufacturer. The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction, we received a $15,000 Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense and unearned revenue to amortize on a straight-line basis over the estimate useful life of four years started on the purchase date. As a result of the trade-in transaction, $6,874 gain on disposal was recognized for the year ended December 31, 2022. During the year ended December 31, 2023, the Company made loan payment of $8,048. As of December 31, 2023 and 2022, the current portion of the Chase auto loan totaled $8,048 and $8,049, respectively, which was included in loans, current on the consolidated balance sheets.

F-12

Note 8 - Commercial and SBA Loans

Schedule of Commercial and SBA Loans

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

On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of December 31, 2023 and 2022, the current portion of the outstanding loan balances were $670 and $187, respectively.

b.	During the year ended December 31, 2023, the Company received a loan of $50,000 from a third-party individual. The loan is unsecured, due on April 10, 2024, and bears an interest rate of 5% per annum.

c.	In December 2023, the Company received a loan of $20,000 from a third-party due within 9 months. The loan origination fee was $1,256 which was unpaid as of December 31, 2023, and included in the total loan balance. Monthly payment of the loan totaled $2,362.

Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third-party (the “Lender”) in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025. During the year ended December 31, 2023, the Company received an additional amount of $448,000 from this Lender which was paid directly to vendors for real estate investments and $80,000 in cash for working capital purpose. Accrued interest of $80,338 for the Note and prepayments of $10,412 made on behalf of the Company were included in the commercial loan balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $472,977, with $348,309 paid in cash. As of December 31, 2023, interest payable of $43,705 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.

e.	The Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due on demand. During the year 2023, no amount has been paid for this third-party loan.

F-13

Note 9 – 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 with related parties 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 book values.

	Allocation
Total purchase consideration	$	1,377,000
Book value of non-controlling interests		1,323,000
Total consideration		2,700,000

Identifiable net assets acquired:
Cash	$	3,192
Account receivable		81,779
Prepaid expenses and other		49,959
Real estate investments		7,888,323
Accounts payable and accrued liabilities		(104,256	)
Security deposits payable		(121,893	)
Unearned revenue		(34,125	)
Loans to related parties		(658,000	)
Loans, current		(3,917,291	)
Net assets acquired		3,187,688
Gain on bargain purchase	$	(487,688	)

Given the nature of Legend’s operations, substantially all revenue and expenses incurred at the beginning of the month. Considering the short period of 7 days from acquisition date to the quarter end, upon agreement with Legend LLC, the Company would start to consolidate the operation results of Legend from April 1, 2023. From April 1, 2023 to December 31, 2023, the Company recognized net loss of $329,886, net of noncontrolling interest, from operations of Legend LP.

Note 10 - 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. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

As of December 31, 2023 and 2022, the Company has incurred an accumulated net loss of approximately $2.5 million and $1.6 million which resulted in a net operating loss for income tax purposes. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. The deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the benefits.

	December 31, 2023			December 31, 2022
Deferred tax asset:
Net operating loss at statutory rates	$	711,237			446,087
Depreciation expense		(52,961	)		(25,214	)

Total deferred tax asset		658,276			420,873

Valuation allowance		(658,276	)		(420,873	)
Net deferred tax asset	$	-			-

F-14

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

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

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

The Company may from time to time be assessed interest or penalties by major tax jurisdictions. In the event it receives an assessment for interest and/or penalties, it will be classified in the consolidated financial statements as tax expense.

Note 11 – Stockholders’ Equity

As of December 31, 2023 and 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 9).

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 (i.e. $0.7 per share) at the grant date. For the year ended December 31, 2023, the Company recognized share-based compensation in the amount of $1,031,014 and the deferred share-based compensation totaled $928,986 as of December 31, 2023 given the share certificates have been issued to the four consultants on the grant date.

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

Note 12 – 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 year ended December 31, 2023, the Company recognized settlement loss of $30,883 which is included in other income (expense), net on the consolidated statement of operations. As of December 31, 2023, the Company had $80,588 in rent payable to PHBC-II, with $40,588 within one year and $40,000 due after one year. As of December 31, 2022, the Company had rent payable in the amount of $83,070.

Note 13 – Subsequent event

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission, and noted the subsequent event below:

On April 15, 2024, Legend LP refinanced its Property by securing a new promissory note (the “New Note”) in the totaling $5,000,000 from GBC International Bank (“GBC”). The initial interest rate of this New Note stands at 7.375%, determined based on the “Wall Street Journal Prime Rate” (the “Prime Rate”). The Prime Rate is the interest rate published each business day in the money rates section of the Wall Street Journal, currently set at 8.50%, with an additional margin of -1.125 percent points applied, resulting in an initial interest rate of 7.375% of our New Note. The interest rate of the New Note will be using a variable interest rate based on the Prime Rate plus a margin of -1.125 parentage points. However, the interest rate will not fall below 5% throughout the duration of the New Note. The New Note between Legend LP and GBC was completed on April 15, 2024, with the maturity date set for April 5, 2034.

F-15

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

Not Applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

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

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were significant deficiency in our internal controls over Financial reporting as of December 31, 2023 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The significant deficiency in our controls and procedure were lack of evidences for proper approval and review of disbursements. Management does not believe that any of these significant deficiencies materially affected the results and accuracy of its consolidated financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management identified a lack of segregation of duties.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2023. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective. We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

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

Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent third-party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.

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

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

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

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

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

Hengjiang Pang – Mr. Pang has nearly 18 years of finance and accounting experiences in both Asia and North America. Mr. Pang served a number of senior management roles in the companies including his 6-year tenure with HeJian Technology Co., Ltd. (subsidiary of UMC), Financial Controller of a private-equity company in Pasadena, California. Mr. Pang is also the President of Speedlight Consulting Services Inc., which is focus on the goal to assist companies going public in the USA, and maintain the public requirements from both SEC and other departments. Mr. Pang has successfully assisted several companies going public in the USA since 2016, which including the areas of real estate development, travelling business, hotel management, medical product development and hemp industry. Mr. Pang holds MBA degree from Keller Graduate School of Management at Devry University, Long Beach and a BA in Industrial Engineering from Northeastern University (China).

Term of office

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

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

Director Independence

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

Committees and Terms

The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

Code of Ethics

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

Item 11. Executive Compensation

Executive Compensation

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

Summary Compensation Table

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

Hengjiang Pang ⁽¹⁾		2023		-		-		-		-		-		-		-		-
Director		2022		-		-		-		-		-		-		-		-
		2021		-		-		-		-		-		-		-		-

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

Employment Agreements

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

Stock Equity Plan

A total of 5,000,000 shares of common stock are authorized to be issuable to employees, consultants, and directors of the Company under our 2023 Equity Incentive Plan which was approved by our Board of Directors on June 15, 2023. 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 year ended December 31, 2023, the Company recognized share-based compensation in the amount of $1,031,014. As of December 31, 2023, the deferred share-based compensation totaled $928,986.

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

Employee Pension, Profit Sharing or other Retirement Plans

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

Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters

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

Name and Address of Beneficial Owner ⁽³⁾	Position	Amount of Shares Beneficial Owned			Percent of class ⁽¹⁾
Patrick Liang ⁽³⁾	President, CEO, CFO and Director		37,184,843	⁽²⁾		73.80	%
Hengjiang Pang ⁽⁴⁾	Former Director		2,800,600	⁽⁵⁾		5.56	%
Officers and Directors as a Group (1)			37,184,843			73.80	%

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

Item 13. Certain Relationships and Related Transactions

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

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

On April 2, 2022, the Company entered into a property management agreement (“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51-acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend LP required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 due to new tenants moving in and additional management services desired. During the years ended December 31, 2023 and 2022, the Company recognized property management income from Legend LP in the amount of $107,000 and 180,000, respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the period started from April to December in 2023.

Item 14. Principal Accountant Fees and Services.

During 2023 and 2022, Simon & Edward, LLP, the Company’s independent auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the consolidated financial statements of the Company for the period ended December 31, 2023, as contained in this Report, are estimated and included for the fiscal year ended December 31, 2022.

	Year ended December 31,
	2023		2022
Audit Fees	$	17,000	$	9,500

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

Tax Fees	$	1,760	$	1,200

All Other Fees	$	-0-	$	-0-

Pre-Approval Policy

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

PART IV

Item 15. Exhibits; Financial Statement Schedules.

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

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

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

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

32.1**	Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	Inline XBRL Instance Document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

**	Filed herewith

SIGNATURES

In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 2^nd day of August, 2024.

	FORGE INNOVATION DEVELOPMENT CORP.

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

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

/s/ Patrick Liang

Dated: August 2, 2024

Patrick Liang

Chief Executive Officer, President,

Chief Financial Officer and Director

EXHIBIT INDEX

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

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

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

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

32.1**	Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	Inline XBRL Instance Document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

**	Filed herewith

EXHIBIT 31.1

CERTIFICATION

I, Patrick Liang, certify that:

1.	I have reviewed this report on Form 10-K/A 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 consolidated 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	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

	d.	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 (Principle) Executive Officer
August 2, 2024

EXHIBIT 31.2

CERTIFICATION

I, Patrick Liang, certify that:

1.	I have reviewed this report on Form 10-K/A 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 consolidated 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	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

	d.	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 (Principle) Financial Officer
August 2, 2024

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 Amendment No. 1 to the Annual Report of Forge Innovation Development Corp. (the “Company”) on Form 10-K/A for the year ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of 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 (Principle) Executive Officer
August 2, 2024

/s/ Patrick Liang
Patrick Liang
Chief (Principle) Financial Officer
August 2, 2024

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K of Forge Innovation Development Corp. for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024 (the “Original Filing”), is being filed solely to correct the following: 1. the date of the Report of Independent Registered Public Accounting Firm to April 16, 2024, and 2. to include in the Certifications previously filed with our Form 10-K the introductory language in paragraph 4 to conform exactly to the language set forth in Exchange Act Rule 13a-14(a). In addition, pursuant to the rules of the SEC, the exhibit list included herein reflects currently dated certifications from the Company’s principal executive officer and principal accounting officer, which are filed as exhibits to this Amendment No. 1. Except for the foregoing amended information, this Amendment No. 1 does not amend or update any other information contained in the Original Filing or reflect any events that have occurred after the filing date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 9,903,126
Entity Common Stock, Shares Outstanding		50,389,011
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Simon & Edward, LLP
Auditor Firm ID	2485
Auditor Location	Rowland Heights, California

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 4,892	$ 11,734
Rent receivable	114,036
Deferred share-based compensation	928,986
Prepaid expense and other current assets	76,239	16,521
Total Current Assets	1,124,153	28,255
NONCURRENT ASSETS
Property and equipment, net	63,520	83,636
Real estate investments, net	8,118,728
Rent deposit		13,953
Total Non-Current Assets	8,182,248	97,589
TOTAL ASSETS	9,306,401	125,844
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	127,049	4,029
Unearned revenue	45,774	13,124
Rent payable, current	40,588	83,070
Loan payables	466,065	8,236
Total Current Liabilities	1,606,291	168,459
Security deposits payable	151,893
Rent payable	40,000
Long term portion of Chase auto loan	28,174	36,222
Long term portion of SBA loan	11,674	12,502
Commercial loan	4,149,950
TOTAL LIABILITIES	5,987,982	217,183
COMMITMENTS AND CONTINGENCIES
EQUITY (DEFICIT)
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 and 45,621,868 shares issued and outstanding	5,039	4,562
Additional paid-in capital	4,806,201	1,469,678
Accumulated deficit	(2,485,934)	(1,565,579)
Total Forge Stockholders’ Equity (Deficit)	2,325,306	(91,339)
Noncontrolling interests	993,113
Total Equity (Deficit)	3,318,419	(91,339)
TOTAL LIABILITIES AND EQUITY	9,306,401	125,844
Related Party [Member]
CURRENT LIABILITIES:
Due to related parties	$ 926,815	$ 60,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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

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

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,250,242)	$ (34,112)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	239,816	15,621
Share-based compensation	1,031,014
Gain on debt settlement		(3,284)
Gain on sale of property and equipment		(6,874)
Gain on bargain purchase	(487,688)
Change in operating assets and liabilities:
Rent receivable	(32,257)	9,000
Prepaid expense and other current assets	653	(1,829)
Accrued interest	81,594
Rent deposit	13,953
Rent payable	(2,482)
Unearned revenue	(1,475)	13,124
Other current liability – related party	20,513	(10,591)
Accounts payable and accrued liabilities	18,764	(11,890)
Security deposits payable	30,000
Net cash used in operating activities	(337,837)	(30,835)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(2,105)	(9,040)
Cash acquired from Legend	3,192
Net cash provided by (used in) investing activities	1,087	(9,040)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of SBA loan and car loans	(8,394)	(8,756)
Repayment to related parties	(176,273)
Proceeds from third parties	150,000
Advance from related parties	364,575
Net cash provided by (used in) financing activities	329,908	(8,756)
Net decrease in Cash	(6,842)	(48,630)
Cash at beginning of period:	11,734	60,364
Cash at end of period:	4,892	11,734
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	385,568
Income taxes paid		2,172
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Shares issued for acquisition of Legend, including noncontrolling	2,700,000
Net loan carried through purchase of vehicle with trade-in		36,030
Additional real estate investment paid through commercial loans	$ 448,000

Consolidated Statements of Changes in Equity (Deficit) - 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			(34,112)		(34,112)
Balance at Dec. 31, 2022	$ 4,562	1,469,678	(1,565,579)		(91,339)
Balance, shares at Dec. 31, 2022	45,621,868
Net loss			(920,355)	(329,887)	(1,250,242)
Shares issued for compensation	$ 280	1,959,720			1,960,000
Shares issued for compensation, shares	2,800,000
Acquisition of Legend	$ 197	1,376,803		1,323,000	2,700,000
Acquisition of Legend, shares	1,967,143
Balance at Dec. 31, 2023	$ 5,039	$ 4,806,201	$ (2,485,934)	$ 993,113	$ 3,318,419
Balance, shares at Dec. 31, 2023	50,389,011

Organization and Description of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Note 1 - Organization and Description of Business

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

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

Basis of Presentation

Use of Estimates

Cash

Rent Receivables

Real estate investments, net

Schedule of Estimated Useful Lives

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

Property and equipment, net

Fair Value of Financial Instruments

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

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

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

Operating Leases

Related Parties

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

Impairment of long-lived assets

Business Combination

Non-controlling Interests

Revenue Recognition

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

Property management services

Rental income

● whether the lease stipulates how and on what a tenant improvement allowance may be spent.

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

● whether the tenant improvements are unique to the tenant or general-purpose in nature; and

● whether the tenant improvements are expected to have any residual value at the end of the lease.

Share-based compensation

Segment reporting

Income Taxes

Basic and Diluted Loss Per Share

The Company does not have any potentially dilutive instruments as of December 31, 2023 and 2022 and, thus, anti-dilution issues are not applicable.

New Accounting Standards Adopted

New Accounting Standards Note Adopted

Going Concern

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 - Going Concern

Real Estate Investments

12 Months Ended

Dec. 31, 2023

Real Estate [Abstract]

Real Estate Investments

Note 4 – Real Estate Investments

Schedule of Real Estate Investments

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

Property and equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and equipment, net

Note 5 – Property and equipment, net

Property and equipment, net, as of December 31, 2023 and 2022, consisted of following:

Schedule of Property and Equipment Net

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

Concentration of Risk

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

Concentration of Risk

Note 6 - Concentration of Risk

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Note 7 - Related Party Transactions

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

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

On April 2, 2022, the Company entered into a property management agreement (“PMA”) with Legend International Investment, LP. (the “Legend LP”), a previous related party of the Company and currently a subsidiary of the Company, of which the management is related to Mr. Patrick Liang, President and CEO of the Company. Pursuant to the PMA, the Company will manage the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51-acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend LP required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 due to new tenants moving in and additional management services desired. During the years ended December 31, 2023 and 2022, the Company recognized property management income from Legend LP in the amount of $107,000 and 180,000, respectively. The decrease was mainly due to the acquisition of Legend LP, which eliminated to recognize property management income from Legend LP as intercompany transaction for the period started from April to December in 2023.

Commercial and SBA Loans

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Commercial and SBA Loans

Note 8 - Commercial and SBA Loans

Schedule of Commercial and SBA Loans

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

b.	During the year ended December 31, 2023, the Company received a loan of $50,000 from a third-party individual. The loan is unsecured, due on April 10, 2024, and bears an interest rate of 5% per annum.

c.	In December 2023, the Company received a loan of $20,000 from a third-party due within 9 months. The loan origination fee was $1,256 which was unpaid as of December 31, 2023, and included in the total loan balance. Monthly payment of the loan totaled $2,362.

e.	The Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due on demand. During the year 2023, no amount has been paid for this third-party loan.

Acquisition of Legend

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition of Legend

Note 9 – Acquisition of Legend

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

	Allocation
Total purchase consideration	$	1,377,000
Book value of non-controlling interests		1,323,000
Total consideration		2,700,000

Identifiable net assets acquired:
Cash	$	3,192
Account receivable		81,779
Prepaid expenses and other		49,959
Real estate investments		7,888,323
Accounts payable and accrued liabilities		(104,256	)
Security deposits payable		(121,893	)
Unearned revenue		(34,125	)
Loans to related parties		(658,000	)
Loans, current		(3,917,291	)
Net assets acquired		3,187,688
Gain on bargain purchase	$	(487,688	)

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 - Income Taxes

	December 31, 2023			December 31, 2022
Deferred tax asset:
Net operating loss at statutory rates	$	711,237			446,087
Depreciation expense		(52,961	)		(25,214	)

Total deferred tax asset		658,276			420,873

Valuation allowance		(658,276	)		(420,873	)
Net deferred tax asset	$	-			-

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

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

Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ Equity

Note 11 – Stockholders’ Equity

As of December 31, 2023 and 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 9).

2023 Equity Incentive Plan

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

Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Note 12 – 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 year ended December 31, 2023, the Company recognized settlement loss of $30,883 which is included in other income (expense), net on the consolidated statement of operations. As of December 31, 2023, the Company had $80,588 in rent payable to PHBC-II, with $40,588 within one year and $40,000 due after one year. As of December 31, 2022, the Company had rent payable in the amount of $83,070.

Subsequent event

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent event

Note 13 – Subsequent event

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission, and noted the subsequent event below:

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

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

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash

Cash

Rent Receivables

Rent Receivables

Real estate investments, net

Real estate investments, net

Schedule of Estimated Useful Lives

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

Property and equipment, net

Property and equipment, net

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

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

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

Operating Leases

Operating Leases

Related Parties

Related Parties

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

Impairment of long-lived assets

Impairment of long-lived assets

Business Combination

Business Combination

Non-controlling Interests

Non-controlling Interests

Revenue Recognition

Revenue Recognition

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

Property management services

Rental income

● whether the lease stipulates how and on what a tenant improvement allowance may be spent.

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

● whether the tenant improvements are unique to the tenant or general-purpose in nature; and

● whether the tenant improvements are expected to have any residual value at the end of the lease.

Share-based compensation

Share-based compensation

Segment reporting

Segment reporting

Income Taxes

Income Taxes

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

The Company does not have any potentially dilutive instruments as of December 31, 2023 and 2022 and, thus, anti-dilution issues are not applicable.

New Accounting Standards Adopted

New Accounting Standards Adopted

New Accounting Standards Note Adopted

New Accounting Standards Note Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives

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

Real Estate Investments (Tables)

12 Months Ended

Dec. 31, 2023

Real Estate [Abstract]

Schedule of Real Estate Investments

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

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment Net

Property and equipment, net, as of December 31, 2023 and 2022, consisted of following:

Schedule of Property and Equipment Net

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

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Amounts Due to Related Parties

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

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

Commercial and SBA Loans (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Commercial and SBA Loans

Schedule of Commercial and SBA Loans

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

b.	During the year ended December 31, 2023, the Company received a loan of $50,000 from a third-party individual. The loan is unsecured, due on April 10, 2024, and bears an interest rate of 5% per annum.

c.	In December 2023, the Company received a loan of $20,000 from a third-party due within 9 months. The loan origination fee was $1,256 which was unpaid as of December 31, 2023, and included in the total loan balance. Monthly payment of the loan totaled $2,362.

e.	The Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due on demand. During the year 2023, no amount has been paid for this third-party loan.

Acquisition of Legend (Tables)

12 Months Ended

Dec. 31, 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 book values.

	Allocation
Total purchase consideration	$	1,377,000
Book value of non-controlling interests		1,323,000
Total consideration		2,700,000

Identifiable net assets acquired:
Cash	$	3,192
Account receivable		81,779
Prepaid expenses and other		49,959
Real estate investments		7,888,323
Accounts payable and accrued liabilities		(104,256	)
Security deposits payable		(121,893	)
Unearned revenue		(34,125	)
Loans to related parties		(658,000	)
Loans, current		(3,917,291	)
Net assets acquired		3,187,688
Gain on bargain purchase	$	(487,688	)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Asset Off-set Valuation Allowance

	December 31, 2023			December 31, 2022
Deferred tax asset:
Net operating loss at statutory rates	$	711,237			446,087
Depreciation expense		(52,961	)		(25,214	)

Total deferred tax asset		658,276			420,873

Valuation allowance		(658,276	)		(420,873	)
Net deferred tax asset	$	-			-

Schedule of Reconciliation of Effective Income Tax Rate to Federal Statutory Rate

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

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

Organization and Description of Business (Details Narrative)	Mar. 24, 2023 USD ($) $ / shares shares	Mar. 24, 2023 ft²	Mar. 24, 2023 a	Mar. 24, 2023	Apr. 02, 2022 ft²	Apr. 02, 2022 a
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land		48,722	4.51		48,722	4.51
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues \| shares	1,967,143
Stock issued during period, value, purchase of assets	$ 1,377,000
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%
Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, value, purchase of assets	$ 2,700,000
Asset Purchase Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues \| shares	1,967,143
Shares issued, price per share \| $ / shares	$ 0.70
Stock issued during period, value, purchase of assets	$ 1,377,000
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 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%

Schedule of Estimated Useful Lives (Details)	Dec. 31, 2023
Building Computer Equipment And Software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	39 years
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Equipment Furniture And Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Equipment Furniture And Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash	$ 4,892	$ 11,734
Rent receivable	114,036
Security deposits payable	$ 151,893

Going Concern (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 2,485,934	$ 1,565,579

Schedule of Real Estate Investments (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Real Estate [Abstract]
Commercial building	$ 7,026,233
Tenant improvements	1,074,000
Construction in progress	338,000
Land	527,000
Total real estate investments, at cost	8,965,233
Less: accumulated depreciation	(846,505)
Total real estate investments, net	$ 8,118,728

Real Estate Investments (Details Narrative)	Mar. 24, 2023 USD ($) ft² shares	Mar. 24, 2023 a	Mar. 24, 2023	Apr. 02, 2022 ft²	Apr. 02, 2022 a
Area of land	48,722	4.51		48,722	4.51
Legend LP [Member]
Equity method investment ownership percentage			66.00%
Legend LP [Member] \| Mission Marketplace [Member]
Equity method investment ownership percentage			100.00%
Common Stock [Member]
Stock issued during period, shares, new issues \| shares	1,967,143
Stock issued during period, value, purchase of assets \| $	$ 1,377,000
Legend LLC [Member]
Business acquisition interests percentage			51.00%

Schedule of Property and Equipment Net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 140,263	$ 138,158
Less: accumulated depreciation	(76,743)	(54,522)
Property and equipment, net	63,520	83,636
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	26,773	24,668
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	9,913	9,913
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	66,265	66,265
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 37,312	$ 37,312

Property and equipment, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation expense	$ 239,816	$ 15,621
Selling, General and Administrative Expenses [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation expense	$ 22,221	$ 15,621

Concentration of Risk (Details Narrative) - USD ($)	12 Months Ended
Concentration of Risk (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
FDIC standard insurance amount	$ 250,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Concentration Risk [Line Items]
Revenue	50.00%	87.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Concentration Risk [Line Items]
Revenue	10.00%	12.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer [Member]
Concentration Risk [Line Items]
Revenue	68.00%

Schedule of Amounts Due to Related Parties (Details) - Related Party [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Amounts due to related parties	$ 926,815	$ 60,000
Patrick Liang [Member] \| Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	364
HuaGuo [Member] \| Officer Legend LP And Patrick Mother [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	53,000
Xiaohui Deng [Member] \| Member Of Legend LP [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	50,000
Xingyu Liu [Member] \| Member Of Legend LP [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	100,000
Glory Investment International Inc [Member] \| Entity Controlled By Patrick Mother [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	161,500
Prime Investment International Inc [Member] \| Entity Controlled By Patrick Mother [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	300,451
University Campus Hotel LP [Member] \| Entity Controlled By Patrick Mother [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	191,000
Speedlight Consulting Services Inc [Member] \| Entity Controlled By Former Director [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	$ 70,500	$ 60,000

Related Party Transactions (Details Narrative)						1 Months Ended	12 Months Ended
Related Party Transactions (Details Narrative)	Mar. 24, 2023 USD ($) ft²	Nov. 17, 2022 USD ($)	Jul. 15, 2022 USD ($)	Apr. 02, 2022 USD ($) ft²	Jan. 04, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 24, 2023 a	Apr. 02, 2022 a
Related Party Transaction [Line Items]
Professional Fees							$ 69,900	$ 39,200
Debt instrument, term			72 months
Monthly installment amount			$ 671
Area of land	48,722			48,722					4.51	4.51
Service charges		$ 15,000		$ 5,000
Additional management service charges						$ 10,000
Recognized property management income							107,000	180,000
Purchasse price			84,406
Loan amount			$ 48,295
Monthly installment amount			0.00%
Related party transaction amounts			$ 15,000
Gain on sale of property plant equipment								6,874
Loan amount							4,655,863	56,960
Loan amount							466,065	8,236
Chase Auto Loan [Member]
Related Party Transaction [Line Items]
Loan amount							36,222	44,271
Mr Liang [Member]
Related Party Transaction [Line Items]
Debt instrument interest rate					7.11%
Debt instrument, term					41 months
Monthly installment amount					$ 558
Toyota Mirai [Member]
Related Party Transaction [Line Items]
Loan amount							8,048
Loans Current [Member] \| Chase Auto Loan [Member]
Related Party Transaction [Line Items]
Loan amount							8,048	8,049
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties							9,980	4,809
Due from related parties							364,575
Amount repayment							176,273
Due to related parties current							926,815	60,000
Related Party [Member] \| Mr Liang [Member]
Related Party Transaction [Line Items]
Due to related parties current					$ 22,861
Related Party [Member] \| Other Current Liabilities [Member]
Related Party Transaction [Line Items]
Due to related parties current							33
Related Party [Member] \| Three Entities Controlled By Mother Of Ceo [Member]
Related Party Transaction [Line Items]
Due to related parties	$ 658,000
Speedlight [Member]
Related Party Transaction [Line Items]
Professional Fees							$ 48,400	$ 39,200

Schedule of Commercial and SBA Loans (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Short-Term Debt [Line Items]

Total commercial loans

$ 4,655,863

$ 56,960

Less: current portion

(466,065)

(8,236)

Non-current portion

4,189,798

48,724

Chase Auto Loan [Member]

Short-Term Debt [Line Items]

Total commercial loans

36,222

44,271

SBA Loan [Member]

Short-Term Debt [Line Items]

Total commercial loans

^[1]

12,344

12,689

Third Party Individual [Member]

Short-Term Debt [Line Items]

Total commercial loans

^[2]

50,000

Third Party Entity A [Member]

Short-Term Debt [Line Items]

Total commercial loans

^[3]

21,256

Third Party Entity B [Member]

Short-Term Debt [Line Items]

Total commercial loans

^[4]

4,149,950

Third Party Entity C [Member]

Short-Term Debt [Line Items]

Total commercial loans

^[5]

$ 386,091

[1]	On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of December 31, 2023 and 2022, the current portion of the outstanding loan balances were $670 and $187, respectively.
[2]	During the year ended December 31, 2023, the Company received a loan of $50,000 from a third-party individual. The loan is unsecured, due on April 10, 2024, and bears an interest rate of 5% per annum.
[3]	In December 2023, the Company received a loan of $20,000 from a third-party due within 9 months. The loan origination fee was $1,256 which was unpaid as of December 31, 2023, and included in the total loan balance. Monthly payment of the loan totaled $2,362.
[4]	Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third-party (the “Lender”) in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025. During the year ended December 31, 2023, the Company received an additional amount of $448,000 from this Lender which was paid directly to vendors for real estate investments and $80,000 in cash for working capital purpose. Accrued interest of $80,338 for the Note and prepayments of $10,412 made on behalf of the Company were included in the commercial loan balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $472,977, with $348,309 paid in cash. As of December 31, 2023, interest payable of $43,705 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.
[5]	The Company assumed a third-party loan in the total amount of $386,091 upon acquisition of Legend LP, which is unsecured, non-interest-bearing and due on demand. During the year 2023, no amount has been paid for this third-party loan.

Schedule of Commercial and SBA Loans (Details) (Parenthetical) - USD ($)				12 Months Ended
	Jul. 15, 2022	Jul. 14, 2020	Jul. 14, 2020	Dec. 31, 2023	Mar. 23, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Debt term	72 months
Debt periodic payment	$ 671
Small Business Administration Loan [Member]
Short-Term Debt [Line Items]
Debt instrument face amount		$ 14,000	$ 14,000
Debt term		30 years
Debt interest rate		3.75%	3.75%
Debt periodic payment			$ 69
Long term debt				$ 670		$ 187
Third Party Individual [Member]
Short-Term Debt [Line Items]
Debt interest rate				5.00%
Loan recieved				$ 50,000
Debt maturity date				Apr. 10, 2024
Third Party Entity A [Member]
Short-Term Debt [Line Items]
Debt periodic payment				$ 2,362
Loan recieved				20,000
Loan origination fee				1,256
Third Party Entity B [Member]
Short-Term Debt [Line Items]
Debt instrument face amount				3,531,200
Debt interest rate					3.73%
Proceeds from debt				448,000
Interest payable				80,338
Prepayments of commercial loan balance				10,412
Interest expense and loan fee				472,977
Interest expense paid in cash				348,309
Third Party Entity B [Member] \| Accounts Payable and Accrued Liabilities [Member]
Short-Term Debt [Line Items]
Interest payable				43,705
The Wall Street Journal Prime Rate [Member] \| Legend LP [Member]
Short-Term Debt [Line Items]
Proceeds from related party debt				80,000
Third Party Entity C [Member] \| Legend LP [Member]
Short-Term Debt [Line Items]
Unsecured debt				$ 386,091

Schedule of Assets Acquired and Liabilities Fair Values (Details) - USD ($)		12 Months Ended
	Mar. 24, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Gain on bargain purchase		$ (487,688)
Legend LLC [Member]
Business Acquisition [Line Items]
Total purchase consideration	$ 1,377,000
Book 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)

Acquisition of Legend (Details Narrative)		9 Months Ended	12 Months Ended
Acquisition of Legend (Details Narrative)	Mar. 24, 2023 USD ($) ft² shares	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 24, 2023 a	Mar. 24, 2023	Apr. 02, 2022 ft²	Apr. 02, 2022 a
Business Acquisition [Line Items]
Area of land	48,722				4.51		48,722	4.51
Net income loss			$ (329,887)
Legend LP [Member]
Business Acquisition [Line Items]
Equity method investment ownership percentage						66.00%
Legend LP [Member] \| Mission Marketplace [Member]
Business Acquisition [Line Items]
Equity method investment ownership percentage						100.00%
Common Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, new issues \| shares	1,967,143
Legend LP [Member]
Business Acquisition [Line Items]
Business acquisition interests percentage						51.00%
Area of land	48,722				4.51
Net income loss		$ 329,886
Legend LLC [Member]
Business Acquisition [Line Items]
Business acquisition interests percentage						51.00%
Stock issued during period, value, purchase of assets	$ 1,377,000

Schedule of Deferred Tax Asset Off-set Valuation Allowance (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax asset:
Net operating loss at statutory rates	$ 711,237	$ 446,087
Depreciation expense	(52,961)	(25,214)
Total deferred tax asset	658,276	420,873
Valuation allowance	(658,276)	(420,873)
Net deferred tax asset

Schedule of Reconciliation of Effective Income Tax Rate to Federal Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal income tax rate	21.00%	21.00%
Increase in valuation allowance	(21.00%)	(21.00%)
Effective income tax rate	0.00%	0.00%

Income Taxes (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net loss	$ 2.5	$ 1.6

Stockholders’ Equity (Details Narrative) - USD ($)				12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 26, 2023	Jun. 15, 2023	Mar. 24, 2023	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued				50,389,011	45,621,868
Common stock, shares outstanding				50,389,011	45,621,868
Common stock, par value				$ 0.0001	$ 0.0001
Share-based compensation				$ 1,031,014
Deferred share-based compensation				$ 928,986
2023 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation granted	2,800,000
Share-based payment award, grants in period value	$ 1,960,000
Share price	$ 0.7
2023 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of new shares issued		5,000,000
Common stock, par value		$ 0.0001
Common stock, value issuale				2,200,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of new shares issued			1,967,143

Contingencies (Details Narrative) - USD ($)			12 Months Ended
Contingencies (Details Narrative) - USD ($)	Jul. 14, 2023	Dec. 08, 2017	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Company rent payable			$ 40,588	$ 83,070
Rent payable non current			40,000
Other Expense [Member]
Loss Contingencies [Line Items]
Company recognized settlement loss			30,883
Puente Hills Business Center II, L.P [Member]
Loss Contingencies [Line Items]
Lease term		48 months
Lease expiration date		Jan. 14, 2022
Rent payment	$ 100,000	$ 4,962
Rent deposit	$ 13,953
Rent payable			80,588
Company rent payable			40,588
Rent payable non current			$ 40,000

Subsequent event (Details Narrative) - Subsequent Event [Member]	Apr. 15, 2024 USD ($)
GBC International Bank [Member]
Subsequent Event [Line Items]
Proceeds from secured notes payable	$ 5,000,000
Initial interest rate	7.375%
Description of variable rate basis	The Prime Rate is the interest rate published each business day in the money rates section of the Wall Street Journal, currently set at 8.50%, with an additional margin of -1.125 percent points applied, resulting in an initial interest rate of 7.375% of our New Note. The interest rate of the New Note will be using a variable interest rate based on the Prime Rate plus a margin of -1.125 parentage points. However, the interest rate will not fall below 5% throughout the duration of the New Note.
Legend LP and GBC International Bank [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date	Apr. 05, 2034

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