FGNV Forge Innovation Development Corporation (QB)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1

 

Form 10-Q/A

 

(Mark One)

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

 

For the Quarterly Period Ended March 31, 2024

 

OR

 

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

 

For the transition period from ______________ to ______________

 

Commission File No. 333-218248

 

FORGE INNOVATION DEVELOPMENT CORP.

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

 

nevada		81-4635390
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

6280 Mission Blvd Unit 205

Jurupa Valley, CA 92509

(Address of principal executive offices)

 

(626) 986-4566

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The number of shares of Common Stock, $0.0001 par value of the registrant outstanding at May 16, 2024, was 50,389,011.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Forge Innovation Development Corp. for the quarter ended March 31, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on May 17, 2024 (the “Original Filing”), is being filed solely to correct the following:

 

Except for the foregoing amended information, 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.

 

 

FORGE INNOVATION DEVELOPMENT CORP.

 

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2024

 

TABLE OF CONTENTS

 

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Condensed Financial Statements:	1
Consolidated Balance Sheets, March 31, 2024 (unaudited) and December 31, 2023	2
Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2024 and 2023	3
Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2024 and 2023	4
Consolidated Statements of Changes in Equity (unaudited) for the Three Months ended March 31, 2024 and 2023	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis and Plan of Operation	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	15
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	16
Item 4. Mine Safety Disclosures	16
Item 5. Other Information	16
Item 6. Exhibits	17
SIGNATURES	18
EXHIBIT INDEX	19

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

FORGE INNOVATION DEVELOPMENT CORP.

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated Balance Sheets, March 31, 2024 (unaudited) and December 31, 2023	2
Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2024 and 2023	3
Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2024 and 2023	4
Consolidated Statements of Changes in Equity (unaudited) for the Three Months ended March 31, 2024 and 2023	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

		March 31, 2024 (Unaudited)				December 31, 2023
ASSETS
CURRENT ASSETS
Cash		$	3,909			$	4,892
Rent receivables			123,296				114,036
Deferred share-based compensation			434,958				928,986
Prepaid expense and other current assets			78,195				76,239
Total Current Assets			640,358				1,124,153
NONCURRENT ASSETS
Equipment, net			58,319				63,520
Real estate investments, net			8,113,881				8,118,728
Total Non-Current Assets			8,172,200				8,182,248
TOTAL ASSETS		$	8,812,558			$	9,306,401
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	113,646			$	127,049
Due to related parties			1,002,275				926,815
Unearned revenue			55,781				45,774
Other current liabilities			42,941				40,588
Loan payables			458,979				466,065
Total Current Liabilities			1,673,622				1,606,291
Security deposits			151,893				151,893
Other liabilities			32,941				40,000
Long term portion of Chase auto loan			26,162				28,174
Long term portion of SBA loan			11,467				11,674
Commercial loan			4,278,263				4,149,950
TOTAL LIABILITIES			6,174,348				5,987,982
COMMITMENTS AND CONTINGENCIES			-				-
EQUITY
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding			-				-
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 shares issued and outstanding			5,039				5,039
Additional paid-in capital			4,806,201				4,806,201
Accumulated deficit			(3,070,272	)			(2,485,934	)
Total Forge Stockholders’ Equity			1,740,968				2,325,306
Noncontrolling interests			897,242				993,113
Total Equity			2,638,210				3,318,419
TOTAL LIABILITIES AND EQUITY		$	8,812,558			$	9,306,401

 

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

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

		For the three months ended
		March 31, 2024				March 31, 2023
Property management income - related party		$	-			$	45,000
Rental income			136,219				-
Total revenue			136,219				45,000
Operating expenses
Professional expenses			15,000				20,800
Depreciation expense			78,361				6,213
Share-based compensation			494,028				-
Property operating expense			36,148				-
Selling, general and administrative expenses			66,090				36,311
Total operating expenses			689,627				63,324
Other income (expense)
Other income			4,213				2,292
Interest expense			(131,014	)			-
Gain on bargain purchase			-				487,688
Total other (expense) income			(126,801	)			489,980
Net (loss) income before tax			(680,209	)			471,656
Income tax			-				-
Net (loss) income		$	(680,209	)		$	471,656
Net loss attributable to non-controlling interest in a subsidiary			(95,871	)			-
Net (loss) income attributable to common stockholders		$	(584,338	)		$	471,656
(Loss) earnings per common share, basic and diluted		$	(0.01	)		$	0.01
Weighted average number of common shares outstanding, basic and diluted			50,389,011				45,791,085

 

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

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

		For the three months ended March 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$	(680,209	)		$	471,656
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation expense			78,361				6,213
Gain on bargain purchase			-				(487,688	)
Expense paid by a related party on behalf of the Company			13,570				-
Share-based compensation			494,028				-
Change in operating assets and liabilities:
Account receivable			(9,260	)			(4,000	)
Prepaid expense and other current assets			(1,956	)			(2,208	)
Accounts payable and accrued liabilities			16,597				(22	)
Unearned revenue			10,007				(2,292	)
Due to related party			4,500				-
Other current liabilities and other liabilities			(4,706	)			-
Net cash used in operating activities			(79,068	)			(18,341	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from Legend			-				3,192
Net cash provided by investing activities			-				3,192
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of commercial and SBA loans			(9,305	)			(2,012	)
Proceeds from commercial loan			30,000				-
Repayment to a related party			(58,500	)			-
Advance from a related party			115,890				14,370
Net cash provided by financing activities			78,085				12,358
Net decrease in Cash			(983	)			(2,791	)
Cash at beginning of period:			4,892				11,734
Cash at end of period:		$	3,909			$	8,943
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid		$	93,388			$	-
Income taxes paid		$	-			$	-
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Additional loan borrowed for deduction of interest payable		$	30,000			$	-
Additional loan borrowed for tenant improvements		$	68,313			$	-
Shares issued for acquisition of Legend		$	-			$	1,377,000

 

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

 

 

FORGE INNOVATION DEVELOPMENT CORP. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

		Number of Shares				Common Shares				Additional Paid-in Capital				Accumulated Deficit				Noncontrolling interests				Total Equity
Balance, January 1, 2024			50,389,011			$	5,039			$	4,806,201			$	(2,485,934	)		$	993,113			$	3,318,419
Net loss			-				-				-				(584,338	)			(95,871	)			(680,209	)
Balance, March 31, 2024 (unaudited)			50,389,011			$	5,039			$	4,806,201			$	(3,070,272	)			897,242			$	2,638,210

 

		Number of Shares				Common Shares				Additional Paid-in Capital				Accumulated Deficit				Noncontrolling interests				Total Equity
Balance, January 1, 2023			45,621,868			$	4,562			$	1,469,678			$	(1,565,579	)		$	-			$	(91,339	)
Balance			45,621,868			$	4,562			$	1,469,678			$	(1,565,579	)		$	-			$	(91,339	)
Net income			-				-				-				471,656				-				471,656
Net income (loss)			-				-				-				471,656				-				471,656
Acquisition of Legend			1,967,143				197				1,376,803				-				1,323,000				2,700,000
Balance, March 31, 2023 (unaudited)			47,589,011			$	4,759			$	2,846,481			$	(1,093,923	)			1,323,000			$	3,080,317
Balance			47,589,011			$	4,759			$	2,846,481			$	(1,093,923	)			1,323,000			$	3,080,317

 

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

 

 

Forge Innovation Development Corp. and Subsidiary

 

Notes to the condensed consolidated financial statements

 

Note 1 - Organization and Description of Business

 

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

 

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

 

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

 

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

 

Note 2 - Summary of Significant Accounting Policies

 

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

 

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.

 

6

 

 

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.

 

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 March 31, 2024 and December 31, 2023, security deposits totaled $151,893.

 

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.

 

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.

 

7

 

 

Non-controlling Interests

 

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

 

Recently Issued Accounting Pronouncements Not Yet 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.

 

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 $3,070,272 as of March 31, 2024. 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.

 

8

 

 

Note 4 – Real Estate Investments, Net

 

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.

 Schedule of Real Estate Investments

		March 31, 2024				December 31, 2023
Commercial building		$	7,026,233			$	7,026,233
Tenant improvements			1,074,000				1,074,000
Construction in progress			406,313				338,000
Land			527,000				527,000
Total real estate investments, at cost			9,033,546				8,965,233
Less: accumulated depreciation			(919,665	)			(846,505	)
Total real estate investments, net		$	8,113,881			$	8,118,728

 

For the three-month ended March 31, 2024 and 2023, the Company recorded depreciation expenses of $73,160 and $nil for real estate investments, respectively.

 

Note 5 - 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 March 31, 2024 and December 31, 2023, the cash balances were fully insured.

 

For the three months ended March 31, 2024, the Company generate revenue of 53% from an unrelated customer. For the three months ended March 31, 2023, the Company generated revenue of 100% from Legend LP which became a subsidiary of the Company after March 27, 2023. As of March 31, 2024, accounts receivable from the largest customer accounted for 70% of the total accounts receivable.

 

Note 6 - Income Taxes

 

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

 

For the three months ended March 31, 2024 and 2023, the Company has incurred a net loss before tax of $680,209 and a net income of $471,656, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of March 31, 2024 and December 31, 2023, deferred tax assets resulted from NOLs of approximately $784,664 and $658,276, respectively, which were fully off-set by valuation allowance reserved.

 

9

 

 

Note 7 - Related Party Transactions

 

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

Schedule of Amounts Due to Related Parties 

Party		Nature of relationship		March 31, 2024				December 31, 2023
Patrick Liang (“Patrick”)		Chief Executive Officer		$	364			$	364
Hua Guo		Officer of Legend LP and Patrick’s mother			115,560				53,000
Xiaohui Deng		Member of Legend LP			50,000				50,000
Xingyu Liu		Member of Legend LP			100,000				100,000
Glory Investment International Inc. (“Glory”)		Entity controlled by Hua Guo			161,500				161,500
Prime Investment International Inc. (“Prime”)		Entity controlled by Hua Guo			308,851				300,451
University Campus Hotel LP (“University”)		Entity controlled by Hua Guo			191,000				191,000
Speedlight Consulting (“Speedlight”)		Entity controlled by a former director and 5.56% shareholder			75,000				70,500
Amounts due to related parties				$	1,002,275			$	926,815

 

The amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the three months ended March 31, 2024, these related parties paid expenses on behalf of the Company in the total amount of $13,570. Advances received from these related parties totaled $115,890 in 2023, and the Company repaid a total of $58,500.

 

On July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84,406.12 and the loan amount is $48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from the manufacturer. The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction, we received a $15,000 Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense and unearned revenue to amortize on a straight-line basis over the estimate useful life of four years started on the purchase date. As a result of the trade-in transaction, $6,874 gain on disposal was recognized during the year ended December 31, 2022. During the three months ended March 31, 2024 and 2023, the Company made loan payment of $2,012 and $2,012, respectively.

 

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

 

On July 28, 2023, Legend LP entered into a Promissory Note (the “Note #1”) with Xingyu Liu, a member of Legend LP, to borrow $100,000 at an annual interest rate of 5%. The entire amount was due and payable six (6) months from July 28, 2023. As of March 31, 2023, the Note #1 had not been paid off and was extended to be due on or before April 25, 2024. However, the Note #1, along with accrued interest, was subsequently paid off on April 17, 2024.

 

On August 15, 2023, Legend LP entered into a Promissory Note (the “Note #2”) with Xiaohui Deng, a member of Legend LP, to borrow $50,000 at an annual interest rate of 5%. The entire amount was due and payable six (6) months from August 15, 2023. As of March 31, 2023, the Note #2 had not been paid off and was extended to be due on or before April 25, 2024. However, the Note #2, along with accrued interest, was subsequently paid off on April 24, 2024.

 

10

 

 

Note 8 – Commercial and SBA Loans

Schedule of Commercial and SBA Loans 

		March 31,				December 31,
Party		2024				2023
Chase auto loan (Note 8)		$	34,210			$	36,222
SBA Loan (a)			12,137				12,344
Third party individual (b)			50,000				50,000
Third party entity A (c)			14,170				21,256
Third party entity B (d)			4,278,263				4,149,950
Third party entity C (e)			386,091				386,091
Total commercial loans			4,774,871				4,655,863
Less: current portion			(458,979	)			(466,065	)
Non-current portion		$	4,315,892			$	4,189,798

 

During the three months ended March 31, 2024, the Company recognized interest expense $131,014 and paid interest of $93,388 with cash. As of March 31, 2024, interest payable of $50,289 was was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.

 

a.

On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of March 31, 2024 and December 31, 2023, the current portion of the outstanding loan balances were $670 and $670, 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. The loan was subsequent extended to be due on or before May 30, 2024 as agreed by the third-party individual and Legend LP.

 

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. During the three months ended March 31, 2024, the Company made repayment of $7,085. And as of March 31, 2024, the loan totaled $14,171.

 

d.	Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third-party (the “Lender”) in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025.
	During the year ended December 31, 2023, the Company received an additional amount of $448,000 from this Lender which was paid directly to vendors for real estate investments and $80,000 in cash for working capital purpose. Accrued interest of $80,338 for the Note and prepayments of $10,412 made on behalf of the Company were included in the commercial loan balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $472,977, with $348,309 paid in cash. As of December 31, 2023, interest payable of $44,330 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.
	During the three months ended March 31, 2024, the Company received loan proceeds of $30,000, and advance of $68,313, which was paid directly to vendors for real estate investments. $30,000 addition of loan principal were converted from the interest payable, thus, the principal balance of the Existing Loan was $4,278,263 with $45,497 interest payable outstanding as of March 31, 2024.

 

11

 

 

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.

 

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 between 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.

Schedule of Assets Acquired and Liabilities Fair 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 started to consolidate the operation results of Legend from April 1, 2023.

 

Note 10 – 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 due in one year and $40,000 due after one year. As of March 31, 2024, the Company had rent payable of $75,882, with $42,941 due in one year and $32,941 due after one year. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

 

Note 11 –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.

 

 

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

 

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

 

Overview

 

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

 

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

 

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

 

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

 

Results of Operation for the three months ended March 31, 2024 and 2023

 

For the three months ended March 31, 2024, we had total revenue of $136,219, as compared to $45,000 for the three months ended March 31, 2023, an increase of $91,219, or 203%. The increase was mainly due to the acquisition of Legend LP in March 2023.

 

For the three months ended March 31, 2024, we had property management income of $nil, as compared to $45,000 for the three months ended March 31, 2023, a decrease of $45,000. The decrease was mainly due to the acquisition of Legend LP in 2023, which eliminated to recognize property management income from Legend LP as intercompany transaction for the three months ended March 31, 2024.

 

For the three months ended March 31, 2024, the Company had total rent income generated by Legend LP of $136,219, as compared to $nil during the three months ended March 31, 2023, an increase of $136,219, or 100%. The increase was mainly resulted from the acquisition of Legend LP near the end of the first quarter in 2023.

 

During the three months ended March 31, 2024 and 2023, the Company incurred general and administrative expenses of $66,090 and $36,311, respectively. During the same period of 2023 and 2024, the depreciation expense increased from $6,213 to $78,361, and property operating expense increased from $nil to $36,148. The increases in expenses are mainly due to the acquisition of Legend LP, which leads more depreciation expenses and property operating related expenses.

 

 

During the three months ended March 31, 2024 and 2023, the Company had interest expense, net of $131,014 and $nil occurred from the loans of Legend LP, respectively.

 

During the three months ended March 31, 2023 and 2024, the Company had gain on bargain purchase of $487,688 and $nil on the acquisition of Legend LP, respectively.

 

During the three months ended March 31, 2024 and 2023, the Company had share-based compensation of $494,028 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 after the first quarter of 2023.

 

Equity and Capital Resources

 

We have incurred losses since inception of our business in 2016, except for current quarter, and as of March 31, 2024, we had an accumulated deficit of $3,070,272. As of March 31, 2024, we had cash of $3,909 and a negative working capital of $1,033,264, compared to cash of $4,892 and a negative working capital of $482,138 as of December 31, 2023. The increase in the working capital deficiency was primarily due to cash used to pay for operating expenses and loans and interest of Legend.

 

Going Concern Assessment

 

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

 

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

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

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

 

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

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None

 

 

Item 6. Exhibits.

 

(a) Exhibits.

 

Exhibit		Item
31.1*		Certification of Chief (Principle) Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief (Principle) Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief (Principle) Executive Officer and Chief (Principle) Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 

SIGNATURES

 

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

 

	FORGE INNOVATION DEVELOPMENT CORP.
Date: August 2, 2024	/s/ Patrick Liang
	Patrick Liang
	Chief (Principle) Executive Officer
Date: August 2, 2024	/s/ Patrick Liang
	Patrick Liang
	Chief (Principle) Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit		Item
31.1*		Certification of Chief (Principle) Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief (Principle) Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief (Principle) Executive Officer and Chief (Principle) Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Patrick Liang, certify that:

 

1.	I have reviewed this report on Form 10-Q/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 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-Q/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 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 Quarterly Report of Forge Innovation Development Corp. (the “Company”) on Form 10-Q/A for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

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

 

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

 

v3.24.2.u1

Cover - $ / shares	3 Months Ended
	Mar. 31, 2024	May 16, 2024
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Forge Innovation Development Corp. for the quarter ended March 31, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on May 17, 2024 (the “Original Filing”), is being filed solely to correct the following:   1. to include in the Certifications previously filed with our Form 10-Q the introductory language in paragraph 4 to conform exactly to the language set forth in Exchange Act Rule 13a-14(a) and         2. include paragraph 4(b) as required by 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, 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 Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-218248
Entity Registrant Name	FORGE INNOVATION DEVELOPMENT CORP.
Entity Central Index Key	0001687919
Entity Tax Identification Number	81-4635390
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6280 Mission Blvd Unit 205
Entity Address, City or Town	Jurupa Valley
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92509
City Area Code	(626)
Local Phone Number	986-4566
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,389,011
Entity Listing, Par Value Per Share	$ 0.0001

v3.24.2.u1

Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 3,909	$ 4,892
Rent receivables	123,296	114,036
Deferred share-based compensation	434,958	928,986
Prepaid expense and other current assets	78,195	76,239
Total Current Assets	640,358	1,124,153
NONCURRENT ASSETS
Equipment, net	58,319	63,520
Real estate investments, net	8,113,881	8,118,728
Total Non-Current Assets	8,172,200	8,182,248
TOTAL ASSETS	8,812,558	9,306,401
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	113,646	127,049
Unearned revenue	55,781	45,774
Other current liabilities	42,941	40,588
Loan payables	458,979	466,065
Total Current Liabilities	1,673,622	1,606,291
Security deposits	151,893	151,893
Other liabilities	32,941	40,000
Long term portion of Chase auto loan	26,162	28,174
Long term portion of SBA loan	11,467	11,674
Commercial loan	4,278,263	4,149,950
TOTAL LIABILITIES	6,174,348	5,987,982
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred stock, $.0001 par value, 50,000,000 shares authorized; no share issued and outstanding
Common stock, $.0001 par value, 200,000,000 shares authorized, 50,389,011 shares issued and outstanding	5,039	5,039
Additional paid-in capital	4,806,201	4,806,201
Accumulated deficit	(3,070,272)	(2,485,934)
Total Forge Stockholders’ Equity	1,740,968	2,325,306
Noncontrolling interests	897,242	993,113
Total Equity	2,638,210	3,318,419
TOTAL LIABILITIES AND EQUITY	8,812,558	9,306,401
Related Party [Member]
CURRENT LIABILITIES:
Due to related parties	$ 1,002,275	$ 926,815

v3.24.2.u1

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	50,389,011
Common stock, shares outstanding	50,389,011	50,389,011

v3.24.2.u1

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total revenue	$ 136,219	$ 45,000
Operating expenses
Professional expenses	15,000	20,800
Depreciation expense	78,361	6,213
Share-based compensation	494,028
Property operating expense	36,148
Selling, general and administrative expenses	66,090	36,311
Total operating expenses	689,627	63,324
Other income (expense)
Other income	4,213	2,292
Interest expense	(131,014)
Gain on bargain purchase		487,688
Total other (expense) income	(126,801)	489,980
Net (loss) income before tax	(680,209)	471,656
Income tax
Net (loss) income	(680,209)	471,656
Net loss attributable to non-controlling interest in a subsidiary	(95,871)
Net (loss) income attributable to common stockholders	$ (584,338)	$ 471,656
Earnings per share, basic	$ (0.01)	$ 0.01
Earnings per share, diluted	$ (0.01)	$ 0.01
Weighted average number of shares outstanding, basic	50,389,011	45,791,085
Weighted average number of shares outstanding, diluted	50,389,011	45,791,085
Property Management Income From A Related Party [Member]
Total revenue		$ 45,000
Rent Income [Member]
Total revenue	$ 136,219

v3.24.2.u1

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (680,209)	$ 471,656
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation expense	78,361	6,213
Gain on bargain purchase		(487,688)
Expense paid by a related party on behalf of the Company	13,570
Share-based compensation	494,028
Change in operating assets and liabilities:
Account receivable	(9,260)	(4,000)
Prepaid expense and other current assets	(1,956)	(2,208)
Accounts payable and accrued liabilities	16,597	(22)
Unearned revenue	10,007	(2,292)
Due to related party	4,500
Other current liabilities and other liabilities	(4,706)
Net cash used in operating activities	(79,068)	(18,341)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from Legend		3,192
Net cash provided by investing activities		3,192
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of commercial and SBA loans	(9,305)	(2,012)
Proceeds from commercial loan	30,000
Repayment to a related party	(58,500)
Advance from a related party	115,890	14,370
Net cash provided by financing activities	78,085	12,358
Net decrease in Cash	(983)	(2,791)
Cash at beginning of period:	4,892	11,734
Cash at end of period:	3,909	8,943
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFOR
Interest paid	93,388
Income taxes paid
NONCASH TRANSACTION OF INVESTING ACTIVITIES
Additional loan borrowed for deduction of interest payable	30,000
Additional loan borrowed for tenant improvements	68,313
Shares issued for acquisition of Legend		$ 1,377,000

v3.24.2.u1

Consolidated Statements of Changes in Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
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 income (loss)			471,656		471,656
Acquisition of Legend	$ 197	1,376,803		1,323,000	2,700,000
Acquisition of Legend, shares	1,967,143
Balance at Mar. 31, 2023	$ 4,759	2,846,481	(1,093,923)	1,323,000	3,080,317
Balance, shares at Mar. 31, 2023	47,589,011
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
Net income (loss)			(584,338)	(95,871)	(680,209)
Balance at Mar. 31, 2024	$ 5,039	$ 4,806,201	$ (3,070,272)	$ 897,242	$ 2,638,210
Balance, shares at Mar. 31, 2024	50,389,011

v3.24.2.u1

Organization and Description of Business	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Note 1 - Organization and Description of Business   Forge Innovation Development Corp. (individually “Forge” and collectively with its subsidiary, the “Company”), was initially incorporated in the State of Nevada on January 15, 2016 under the name of You-Go Enterprises, LLC (the “Company Predecessor”). On November 3, 2016, Forge amended its Articles of Incorporation in the State of Nevada to change the Company Predecessor’s name to Forge Innovation Development Corp. Our current principle executive office is located at 6280 Mission Blvd Unit 205, Jurupa Valley, CA 92509. The Company’s main business focuses on real estate development, land purchasing and selling and property management. The Company’s common stock is currently traded on OTCQB under the symbol “FGNV”.   On August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. As of March 31, 2024, we have not generated any income from the subsidiary due to our business strategy adjustment.   On March 24, 2023, pursuant to an Asset Purchase Agreement between Forge Innovation Development Corp. (the “Company” or the “Buyer”) and Legend Investment Management, LLC (“Legend LLC” or the “Seller”), the Company acquired 77.3% of Legend LLC’s 66% ownership of Legend International Investment, LP (“Legend LP”). Legend LP owns 100% of Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51acre site.   A relative of the President of the Company has significant influence of the Seller’s management, therefore the acquisition is being treated as a related party transaction. The Company acquired 51% interest of Legend LP from Legend LLC in exchanged for 1,967,143 common stocks of the Company, valued at $0.70 per share for a total purchase price of $1,377,000, which equals 51% of Legend LP’s approximate net value of $2,700,000 based on (1) the Property’s valuation appraisal report dated on February 20, 2023, (2) Legend LP’s net book value as of February 28, 2023, and (3) the loan agreement to Legend LP by a third-party lender effective on March 23, 2023. After the closing of the acquisition, the Company will own 51% of Legend LP and the Seller will own 15% of Legend LP.

v3.24.2.u1

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies   The accompanying unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.   Use of Estimates   The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Actual results could differ from those estimates.     Revenue Recognition   On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services.   Revenue streams that are scoped into ASU 2014-09 include:   Property management services   The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard.   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.   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 March 31, 2024 and December 31, 2023, security deposits totaled $151,893.   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.   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 condensed consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.   Recently Issued Accounting Pronouncements Not Yet 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.

v3.24.2.u1

Going Concern	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3 - Going Concern   The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has suffered recurring losses from operations since inception, resulting in an accumulated deficit of $3,070,272 as of March 31, 2024. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.   In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to the Company and ultimately achieving profitable operations. Management believes that the Company’s business plan provides it with an opportunity to continue as a going concern. However, management cannot provide assurance that the Company will meet its objectives and be able to continue in operation.   The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of Forge Innovation Development Corp. to continue as a going concern.

v3.24.2.u1

Real Estate Investments, Net	3 Months Ended
	Mar. 31, 2024
Real Estate [Abstract]
Real Estate Investments, Net	Note 4 – Real Estate Investments, Net   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.  Schedule of Real Estate Investments     March 31, 2024     December 31, 2023   Commercial building   $ 7,026,233     $ 7,026,233   Tenant improvements     1,074,000       1,074,000   Construction in progress     406,313       338,000   Land     527,000       527,000   Total real estate investments, at cost     9,033,546       8,965,233   Less: accumulated depreciation     (919,665 )     (846,505 ) Total real estate investments, net   $ 8,113,881     $ 8,118,728     For the three-month ended March 31, 2024 and 2023, the Company recorded depreciation expenses of $73,160 and $nil for real estate investments, respectively.

v3.24.2.u1

Concentration of Risk	3 Months Ended
	Mar. 31, 2024
Risks and Uncertainties [Abstract]
Concentration of Risk	Note 5 - 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 March 31, 2024 and December 31, 2023, the cash balances were fully insured.   For the three months ended March 31, 2024, the Company generate revenue of 53% from an unrelated customer. For the three months ended March 31, 2023, the Company generated revenue of 100% from Legend LP which became a subsidiary of the Company after March 27, 2023. As of March 31, 2024, accounts receivable from the largest customer accounted for 70% of the total accounts receivable.

v3.24.2.u1

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 6 - Income Taxes   The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.   For the three months ended March 31, 2024 and 2023, the Company has incurred a net loss before tax of $680,209 and a net income of $471,656, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of March 31, 2024 and December 31, 2023, deferred tax assets resulted from NOLs of approximately $784,664 and $658,276, respectively, which were fully off-set by valuation allowance reserved.

v3.24.2.u1

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 7 - Related Party Transactions   As of March 31, 2024 and December 31, 2023, the amounts due to related parties consisted of the following: Schedule of Amounts Due to Related Parties  Party   Nature of relationship   March 31, 2024     December 31, 2023   Patrick Liang (“Patrick”)   Chief Executive Officer   $ 364     $ 364   Hua Guo   Officer of Legend LP and Patrick’s mother     115,560       53,000   Xiaohui Deng   Member of Legend LP     50,000       50,000   Xingyu Liu   Member of Legend LP     100,000       100,000   Glory Investment International Inc. (“Glory”)   Entity controlled by Hua Guo     161,500       161,500   Prime Investment International Inc. (“Prime”)   Entity controlled by Hua Guo     308,851       300,451   University Campus Hotel LP (“University”)   Entity controlled by Hua Guo     191,000       191,000   Speedlight Consulting (“Speedlight”)   Entity controlled by a former director and 5.56% shareholder     75,000       70,500   Amounts due to related parties       $ 1,002,275     $ 926,815     The amounts due to related parties are unsecured, non-interest-bearing and due on demand. During the three months ended March 31, 2024, these related parties paid expenses on behalf of the Company in the total amount of $13,570. Advances received from these related parties totaled $115,890 in 2023, and the Company repaid a total of $58,500.   On July 15, 2022, the Company traded its Mazda vehicle with Longo Toyota to exchange a 2022 Toyota Mirai. The total purchase price for the 2022 Toyota Mirai is $84,406.12 and the loan amount is $48,295 by deducting the value of the trade-in Mazda vehicle and the rebate from the manufacturer. The monthly installment amount is $671 with 0% APR and a payment term of 72 months. Along with the transaction, we received a $15,000 Hydrogen subsidy card for the compensation for the purchase of new energy automobile. We recorded the subsidy as prepaid expense and unearned revenue to amortize on a straight-line basis over the estimate useful life of four years started on the purchase date. As a result of the trade-in transaction, $6,874 gain on disposal was recognized during the year ended December 31, 2022. During the three months ended March 31, 2024 and 2023, the Company made loan payment of $2,012 and $2,012, respectively.   During the three months ended March 31, 2023, the Company generated property management income of $45,000 from Legend LP. Pursuant to the agreement between Legend LP and the Company, the Company manages the properties owned by Legend LP, which is called Mission Marketplace; a grocery anchored shopping center (the “Property”) located at 6240 Mission Boulevard in Jurupa Valley, California. The Property contains two, one-story and one, two-story buildings containing 48,722 total square foot of gross leasable area situated on a 4.51 acre site. The original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend LP required additional management services for their properties. On November 17, 2022, the monthly service charge was amended to $15,000 with one year term due to new tenants moving in and additional management services desired. On March 24, 2023, the Company acquired 51% interest in Legend LP from Legend LLC. Legend LP became a subsidiary of the Company.   On July 28, 2023, Legend LP entered into a Promissory Note (the “Note #1”) with Xingyu Liu, a member of Legend LP, to borrow $100,000 at an annual interest rate of 5%. The entire amount was due and payable six (6) months from July 28, 2023. As of March 31, 2023, the Note #1 had not been paid off and was extended to be due on or before April 25, 2024. However, the Note #1, along with accrued interest, was subsequently paid off on April 17, 2024.   On August 15, 2023, Legend LP entered into a Promissory Note (the “Note #2”) with Xiaohui Deng, a member of Legend LP, to borrow $50,000 at an annual interest rate of 5%. The entire amount was due and payable six (6) months from August 15, 2023. As of March 31, 2023, the Note #2 had not been paid off and was extended to be due on or before April 25, 2024. However, the Note #2, along with accrued interest, was subsequently paid off on April 24, 2024.

v3.24.2.u1

Commercial and SBA Loans	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Commercial and SBA Loans	Note 8 – Commercial and SBA Loans Schedule of Commercial and SBA Loans      March 31,     December 31,   Party   2024     2023   Chase auto loan (Note 8)   $ 34,210     $ 36,222   SBA Loan (a)     12,137       12,344   Third party individual (b)     50,000       50,000   Third party entity A (c)     14,170       21,256   Third party entity B (d)     4,278,263       4,149,950   Third party entity C (e)     386,091       386,091   Total commercial loans     4,774,871       4,655,863   Less: current portion     (458,979 )     (466,065 ) Non-current portion   $ 4,315,892     $ 4,189,798     During the three months ended March 31, 2024, the Company recognized interest expense $131,014 and paid interest of $93,388 with cash. As of March 31, 2024, interest payable of $50,289 was was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.   a. On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of March 31, 2024 and December 31, 2023, the current portion of the outstanding loan balances were $670 and $670, 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. The loan was subsequent extended to be due on or before May 30, 2024 as agreed by the third-party individual and Legend LP.   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. During the three months ended March 31, 2024, the Company made repayment of $7,085. And as of March 31, 2024, the loan totaled $14,171.   d. Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third-party (the “Lender”) in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025.       During the year ended December 31, 2023, the Company received an additional amount of $448,000 from this Lender which was paid directly to vendors for real estate investments and $80,000 in cash for working capital purpose. Accrued interest of $80,338 for the Note and prepayments of $10,412 made on behalf of the Company were included in the commercial loan balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $472,977, with $348,309 paid in cash. As of December 31, 2023, interest payable of $44,330 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.       During the three months ended March 31, 2024, the Company received loan proceeds of $30,000, and advance of $68,313, which was paid directly to vendors for real estate investments. $30,000 addition of loan principal were converted from the interest payable, thus, the principal balance of the Existing Loan was $4,278,263 with $45,497 interest payable outstanding as of March 31, 2024.     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.

v3.24.2.u1

Acquisition of Legend	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisition of Legend	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 between 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. Schedule of Assets Acquired and Liabilities Fair 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 started to consolidate the operation results of Legend from April 1, 2023.

v3.24.2.u1

Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Note 10 – 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 due in one year and $40,000 due after one year. As of March 31, 2024, the Company had rent payable of $75,882, with $42,941 due in one year and $32,941 due after one year. The rent payable is grouped under other current liabilities and other liabilities for the short-term and long-term portion, respectively.

v3.24.2.u1

Subsequent Event	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Event	Note 11 –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.

v3.24.2.u1

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates   The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the consolidated financial statements not misleading have been included. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition   On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services.   Revenue streams that are scoped into ASU 2014-09 include:   Property management services   The Company deals directly with prospects and tenants for the owners of properties, which mainly includes marketing property, collecting rent, handling maintenance, repairing issues and responding to tenant complaints. The Company recognizes revenue as earned on a monthly basis and has concluded this is appropriate under the new standard.   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.   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 March 31, 2024 and December 31, 2023, security deposits totaled $151,893.
Real estate investments, net	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.
Business Combination	Business Combination   We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair values of these identifiable assets and liabilities over the fair value of purchase consideration is recorded as gain on bargain purchase included in other income on the consolidated statement of operations.
Non-controlling Interests	Non-controlling Interests   Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interests are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, on-going contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet 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.

v3.24.2.u1

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Estimated Useful Lives	Schedule of Estimated Useful Lives Building Computer equipment and software   39 years Building improvements   10 years Equipment, furniture and fixtures   5-7 years

v3.24.2.u1

Real Estate Investments, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Real Estate [Abstract]
Schedule of Real Estate Investments	Schedule of Real Estate Investments     March 31, 2024     December 31, 2023   Commercial building   $ 7,026,233     $ 7,026,233   Tenant improvements     1,074,000       1,074,000   Construction in progress     406,313       338,000   Land     527,000       527,000   Total real estate investments, at cost     9,033,546       8,965,233   Less: accumulated depreciation     (919,665 )     (846,505 ) Total real estate investments, net   $ 8,113,881     $ 8,118,728

v3.24.2.u1

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Schedule of Amounts Due to Related Parties	As of March 31, 2024 and December 31, 2023, the amounts due to related parties consisted of the following: Schedule of Amounts Due to Related Parties  Party   Nature of relationship   March 31, 2024     December 31, 2023   Patrick Liang (“Patrick”)   Chief Executive Officer   $ 364     $ 364   Hua Guo   Officer of Legend LP and Patrick’s mother     115,560       53,000   Xiaohui Deng   Member of Legend LP     50,000       50,000   Xingyu Liu   Member of Legend LP     100,000       100,000   Glory Investment International Inc. (“Glory”)   Entity controlled by Hua Guo     161,500       161,500   Prime Investment International Inc. (“Prime”)   Entity controlled by Hua Guo     308,851       300,451   University Campus Hotel LP (“University”)   Entity controlled by Hua Guo     191,000       191,000   Speedlight Consulting (“Speedlight”)   Entity controlled by a former director and 5.56% shareholder     75,000       70,500   Amounts due to related parties       $ 1,002,275     $ 926,815

v3.24.2.u1

Commercial and SBA Loans (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Commercial and SBA Loans	Schedule of Commercial and SBA Loans      March 31,     December 31,   Party   2024     2023   Chase auto loan (Note 8)   $ 34,210     $ 36,222   SBA Loan (a)     12,137       12,344   Third party individual (b)     50,000       50,000   Third party entity A (c)     14,170       21,256   Third party entity B (d)     4,278,263       4,149,950   Third party entity C (e)     386,091       386,091   Total commercial loans     4,774,871       4,655,863   Less: current portion     (458,979 )     (466,065 ) Non-current portion   $ 4,315,892     $ 4,189,798     During the three months ended March 31, 2024, the Company recognized interest expense $131,014 and paid interest of $93,388 with cash. As of March 31, 2024, interest payable of $50,289 was was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.   a. On July 14, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (“SBA”), pursuant to which the Company obtained a loan in the amount of $14,000 with the term of 30 years and interest rate of 3.75%, payable monthly including principal and interest in the amount $69. As of March 31, 2024 and December 31, 2023, the current portion of the outstanding loan balances were $670 and $670, 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. The loan was subsequent extended to be due on or before May 30, 2024 as agreed by the third-party individual and Legend LP.   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. During the three months ended March 31, 2024, the Company made repayment of $7,085. And as of March 31, 2024, the loan totaled $14,171.   d. Upon acquisition of Legend LP, the Company assumed loan from Legend LP which is payable to a third-party (the “Lender”) in the principal amount of $3,531,200 (the “Existing Loan”). On March 23, 2023, Legend LP extended the Existing Loan with the Lender in a promissory note (the “Note”) at the interest rate of 3.73% per annum over “The Wall Street Journal Prime Rate,” as the rate may change from time to time. “The Wall Street Journal Prime Rate” is and shall mean the variable rate of interest, on a per annum basis, which is announced and/or published in the Money Rates section of The Wall Street Journal from time to time as its prime rate. The Note rate shall be redetermined whenever The Wall Street Journal Prime Rate Changes. The Note was formally signed and completed between Legend LP and the lender on April 5, 2023. Pursuant to the Note, the loan is due March 20, 2025.       During the year ended December 31, 2023, the Company received an additional amount of $448,000 from this Lender which was paid directly to vendors for real estate investments and $80,000 in cash for working capital purpose. Accrued interest of $80,338 for the Note and prepayments of $10,412 made on behalf of the Company were included in the commercial loan balance as of December 31, 2023. During the year ended December 31, 2023, the Company recognized interest expense and loan fee of $472,977, with $348,309 paid in cash. As of December 31, 2023, interest payable of $44,330 was presented and included in the accounts payable and accrued liabilities on the consolidated balance sheet.       During the three months ended March 31, 2024, the Company received loan proceeds of $30,000, and advance of $68,313, which was paid directly to vendors for real estate investments. $30,000 addition of loan principal were converted from the interest payable, thus, the principal balance of the Existing Loan was $4,278,263 with $45,497 interest payable outstanding as of March 31, 2024.     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.

v3.24.2.u1

Acquisition of Legend (Tables)	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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. Schedule of Assets Acquired and Liabilities Fair 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 )

v3.24.2.u1

Organization and Description of Business (Details Narrative) - Mar. 24, 2023	USD ($) $ / shares shares	ft²	a	Total
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land		48,722	4.51
Legend LP [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition interests percentage				51.00%
Stock issued during period, shares, new issues | shares	1,967,143
Shares issued, price per share | $ / shares	$ 0.70
Purchase price	$ 1,377,000
Stock issued during period, value	$ 2,700,000
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%

v3.24.2.u1

Schedule of Estimated Useful Lives (Details)	Mar. 31, 2024
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

v3.24.2.u1

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Security Deposit Liability	$ 151,893	$ 151,893

v3.24.2.u1

Going Concern (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 3,070,272	$ 2,485,934

v3.24.2.u1

Schedule of Real Estate Investments (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Real Estate [Abstract]
Commercial building	$ 7,026,233	$ 7,026,233
Tenant improvements	1,074,000	1,074,000
Construction in progress	406,313	338,000
Land	527,000	527,000
Total real estate investments, at cost	9,033,546	8,965,233
Less: accumulated depreciation	(919,665)	(846,505)
Total real estate investments, net	$ 8,113,881	$ 8,118,728

v3.24.2.u1

Real Estate Investments, Net (Details Narrative)		3 Months Ended
	Mar. 24, 2023 USD ($) ft² shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 24, 2023 a	Mar. 24, 2023
Restructuring Cost and Reserve [Line Items]
Area of land	48,722			4.51
Depreciation expense		$ 78,361	$ 6,213
Real Estate Investment [Member]
Restructuring Cost and Reserve [Line Items]
Depreciation expense		$ 73,160
Legend LP [Member]
Restructuring Cost and Reserve [Line Items]
Equity method investment ownership percentage					66.00%
Legend LP [Member] | Mission Marketplace [Member]
Restructuring Cost and Reserve [Line Items]
Equity method investment ownership percentage					100.00%
Legend LP [Member]
Restructuring Cost and Reserve [Line Items]
Business acquisition interests percentage					51.00%
Stock issued during period, shares, new issues | shares	1,967,143
Purchase price	$ 1,377,000

v3.24.2.u1

Concentration of Risk (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
FDIC standard insurance amount	$ 250,000
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member]
Concentration Risk [Line Items]
Revenue	53.00%	100.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member]
Concentration Risk [Line Items]
Revenue	70.00%

v3.24.2.u1

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net income (loss)	$ (680,209)	$ 471,656
Deferred tax assets	$ 784,664		$ 658,276

v3.24.2.u1

Schedule of Amounts Due to Related Parties (Details) - Related Party [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Amounts due to related parties	$ 1,002,275	$ 926,815
Patrick Liang [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	364	364
Hua Guo [Member] | Officer [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	115,560	53,000
Xiaohui Deng [Member] | Member of Legend LP [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	50,000	50,000
Xingyu Liu [Member] | Member of Legend LP [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	100,000	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	161,500
Prime Investment International Inc [Member] | Entity Controlled By Patrick Mother [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	308,851	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	191,000
Speedlight Consulting Services Inc [Member] | Entity Controlled By Former Director [Member]
Related Party Transaction [Line Items]
Amounts due to related parties	$ 75,000	$ 70,500

v3.24.2.u1

Related Party Transactions (Details Narrative)					1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 15, 2023 USD ($)	Jul. 28, 2023 USD ($)	Nov. 17, 2022 USD ($)	Jul. 15, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 ft²	Mar. 31, 2023 a	Mar. 24, 2023 ft²	Mar. 24, 2023 a	Mar. 24, 2023
Related Party Transaction [Line Items]
Loan amount						$ 4,774,871		$ 4,655,863
Area of land												48,722	4.51
Legend LP [Member]
Related Party Transaction [Line Items]
Property management fee revenue							$ 45,000
Area of land										48,722	4.51
Service charges							5,000
Additional management service charges			$ 15,000		$ 10,000
Ownership interest perecentage														51.00%
Toyota Mirai [Member]
Related Party Transaction [Line Items]
Purchasse price				$ 84,406.12
Loan amount				48,295
Monthly installment amount				$ 671
Monthly installment amount				0.00%
Debt instrument, term				72 months
Related party transaction amounts				$ 15,000
Gain on sale of property plant equipment									$ 6,874
Loan amount						2,012	$ 2,012
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties						13,570
Due from related parties								$ 115,890
Amount repayment						$ 58,500
Related Party [Member] | Xingyu Liu [Member] | Member of Legend LP [Member]
Related Party Transaction [Line Items]
Debt instrument, term		6 months
Debt borrowing amount		$ 100,000
Debt instrument interest rate		5.00%
Debt maturity date		Apr. 25, 2024
Related Party [Member] | Xiaohui Deng [Member] | Member of Legend LP [Member]
Related Party Transaction [Line Items]
Debt instrument, term	6 months
Debt borrowing amount	$ 50,000
Debt instrument interest rate	5.00%
Debt maturity date	Apr. 25, 2024

v3.24.2.u1

Schedule of Commercial and SBA Loans (Details) - USD ($)		Mar. 31, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total commercial loans		$ 4,774,871	$ 4,655,863
Less: current portion		(458,979)	(466,065)
Non-current portion		4,315,892	4,189,798
Chase Auto Loan [Member]
Short-Term Debt [Line Items]
Total commercial loans		34,210	36,222
SBA Loan [Member]
Short-Term Debt [Line Items]
Total commercial loans	[1]	12,137	12,344
Third Party Individual [Member]
Short-Term Debt [Line Items]
Total commercial loans	[2]	50,000	50,000
Third Party Entity A [Member]
Short-Term Debt [Line Items]
Total commercial loans	[3]	14,170	21,256
Less: current portion		(14,171)
Third Party Entity B [Member]
Short-Term Debt [Line Items]
Total commercial loans	[4]	4,278,263	4,149,950
Third Party Entity C [Member]
Short-Term Debt [Line Items]
Total commercial loans	[5]	$ 386,091	$ 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 March 31, 2024 and December 31, 2023, the current portion of the outstanding loan balances were $670 and $670, 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. The loan was subsequent extended to be due on or before May 30, 2024 as agreed by the third-party individual and Legend LP. [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. During the three months ended March 31, 2024, the Company made repayment of $7,085. And as of March 31, 2024, the loan totaled $14,171. [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. [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.

v3.24.2.u1

Schedule of Commercial and SBA Loans (Details) (Parenthetical) - USD ($)		3 Months Ended	12 Months Ended
	Jul. 14, 2020	Mar. 31, 2024	Dec. 31, 2023	Mar. 23, 2023
Short-Term Debt [Line Items]
Loan payables		$ 458,979	$ 466,065
Interest payable		50,289
Small Business Administration Loan [Member]
Short-Term Debt [Line Items]
Debt instrument face amount	$ 14,000
Debt term	30 years
Debt interest rate	3.75%
Debt monthly payment	$ 69
Long term debt		670	$ 670
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 monthly payment			$ 2,362
Loan recieved			20,000
Loan origination fee			1,256
Repayments of loans		7,085
Loan payables		14,171
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
Proceeds from related party debt			80,000
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
Proceeds from Bank Debt		30,000
Repayments of Debt		68,313
Third Party Entity B [Member] | Accounts Payable and Accrued Liabilities [Member]
Short-Term Debt [Line Items]
Interest payable		45,497	$ 44,330
Existing loan		4,278,263
Third Party Entity C [Member] | Legend LP [Member]
Short-Term Debt [Line Items]
Unsecured debt		$ 386,091

v3.24.2.u1

Commercial and SBA Loans (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
Interest expense	$ 131,014
Interest paid	93,388
Interest payable	$ 50,289

v3.24.2.u1

Schedule of Assets Acquired and Liabilities Fair Values (Details) - USD ($)		3 Months Ended
	Mar. 24, 2023	Mar. 31, 2024	Mar. 31, 2023
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)

v3.24.2.u1

Acquisition of Legend (Details Narrative) - Mar. 24, 2023	USD ($) ft² shares	a	Total
Business Acquisition [Line Items]
Area of land	48,722	4.51
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%
Legend LP [Member]
Business Acquisition [Line Items]
Business acquisition interests percentage			51.00%
Stock issued during period, shares, new issues | shares	1,967,143
Purchase price | $	$ 1,377,000

v3.24.2.u1

Contingencies (Details Narrative) - USD ($)			12 Months Ended
	Jul. 14, 2023	Dec. 08, 2017	Dec. 31, 2023	Mar. 31, 2024
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	$ 75,882
Rent payable current			40,588	42,941
Rent payable non current			$ 40,000	$ 32,941

v3.24.2.u1

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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