FORGE INNOVATION DEVELOPMENT CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

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

Forge Innovation Development Corp.

(A DEVELOPMENT STAGE COMPANY)

Notes to the unaudited financial statements

Note 1 - Organization and Description of Business

Forge Innovation Development Corp., or (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,Enterprises, LLC (the “Company Predecessor”). On November 3, 2016, the CompanyForge filed an amendment to its Articles of Incorporation in the State of Nevada to change the Company’sCompany Predecessor’s name to Forge Innovation Development Corp. Our current principle executive office is located at 17700 Castleton Street, Suite 469 City of Industry,6280 Mission Blvd Unit 205, Jurupa Valley, CA 91748.92509. Tel: 626-361-1393.626-986-4566. The Company’s main business will be focusfocuses 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. Forge Network Inc is engaged in online retail under the website: http://www.ez2go.us. The Companywebsite has elected December 31 as its year end.been formally launched in January 2021.

Development Stage Company

The Company is considered to be in the development stage as defined in StatementNote 2 - Summary of FinancialSignificant Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, but there has been no significant revenue there from.  The Company’s first sales activity was in March 2017 by the sale of real estate in Desert Springs, California. There were no significant revenue from real estate management services or sales activities from commercial or residential land development as of September 30, 2017.  There is no assurance of any future revenues.

Basis of PresentationPolicies

The accompanying unaudited 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 S-1.10-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 S-1,10-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

The Company derivesadopted ASU 2014-09 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective approach on January 1, 2018. Under the standard, revenue fromis 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.

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 under ASC 606.

Real estate sales: The Company accounts for the sale of real estate assets and property management.

Sales and the associated gains or losses of real estate are recognizedany related gain recognition in accordance with the provisionsaccounting guidance applicable to sales of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timingreal estate, which establishes standards for recognition of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If theprofit on all real estate sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

transactions, other than retail land sales. The Company recognizes property management revenue for its services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenuethe sale, and associated gain or loss from the disposition, provided that the earnings process is recognized on transactions when all ofcomplete, and the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured.Company does not have significant continuing involvement.

Going Concern AssessmentRecently Issued Accounting Pronouncements Not Yet Adopted

Pursuant toIn June 2016, the FASB issued ASU No. 2014-15,2016-13, (FASB ASC Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The effective date of ASU No. 2016-13 for smaller reporting companies is postponed to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company believes the adoption of ASU No. 2016-13 will not have a material impact on its financial position and results of operations.

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

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 assessed itssuffered recurring losses from operations since inception, resulting in an accumulated deficit of $1,323,595 as of March 31, 2021. These conditions raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the date of the issuanceconcern.

In view of these financial statements. Substantial doubt aboutmatters, 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 entity’s abilityopportunity to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probableconcern. However, management cannot provide assurance that the entityCompany will be unable to meet its obligations as they become due within one yearobjectives 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 financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its abilitypossible inability of Forge Innovation Development Corp. to continue as a going concern as of the date of the issuance of these financial statements.concern.

Note 24 - Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. 

As of September 30, 2017For the three months ended March 31, 2021 and 2016,2020, the Company has incurred a net loss before tax of $282,981$54,562 and $1,522 which resulted in a net operating loss for income tax purposes. NOLs begin expiring$76,123, respectively. Net operation losses (“NOLs”) will be expired in 2036. The loss results in aAs of March 31, 2021 and December 31, 2020, deferred tax assetassets resulted from NOLs of approximately $117,290$281,337 and $517 at the effective statutory rate of 34%. The deferred tax asset has been$266,497, which was fully off-set by an equal valuation allowance.allowance reserved.

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

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate 34% to the net loss before provision for income taxes for the following reasons:

The Company has evaluated and concluded that there are no significant uncertain tax positions required recognition in its financial statements.

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

Note 35 - Concentration of Risk

The Company maintains cash in one accounttwo accounts within onetwo local commercial bankbanks located in Southern California. The standard insurance amount is $250,000 per depositors under the FDIC’s general deposit insurance rules. At September 30, 2017,On March 31, 2021 and December 31, 2020, there was no uninsured cash balances for the Company.

For the three months ended March 31, 2021 and 2020, the Company’s revenue generated from one customer in any domestic U.S. financial institution is $643,726.the amount of $9,000 and $9,000, respectively. As of March 31, 2021 and December 31, 2020, the Company had $3,000 and $3,000 accounts receivable from the customer, respectively.

Note 46 - Related Party Transactions

On February 1, 2017,During the Company entered into a lease for office space (the “Office Lease”) with Glory Investment International Inc. (“Glory Investment”), and our CEO’s mother is the CEO of Glory Investment. Pursuant to the Office Lease, the Company subleased 200 square feet office from Glory Investment, and the monthly rent of $500 is due within first five business days of each month. The term of the Office Lease is renewable from year-to-year. We believe that the rent is at or below market for the space we are occupying. For the nine months and three months ended of September 30, 2017, rent expense were $ 4,000March 31, 2021 and $1,500, respectively.

On August 1, 2017, the Company entered into an agreement with Bloomage Beverly Hills Investment Inc., whose secretary is the mother of2020, Mr. Liang, the Company’s CEO, pursuant to whichpaid operating expenses on behalf of the Company provided property management services for Bloomage Beverly Hills Investment Inc. for the period from August 1, 2017 to December 31, 2017, in exchange for the compensation of $3,000 per month. During the nine months and three months ended September 30, 2017, the Company recognized service revenue in the amount of $6,000.$754 and $Nil, respectively. As of March 31, 2021 and December 31, 2020, the Company had no payable balance to Mr. Liang.

Note 5 - Shareholder EquityOn January 4, 2021, the Company purchased a vehicle from Patrick Liang, the President of the Company, for daily business operation, in the amount of $22,861, which equals to the remaining vehicle loan with 7.11% interest rate annum for a period of 41 months and monthly repayment of $558. As of March 31, 2021, the loan payments due within the next 12 months is $6,691. The title of the car is under the process of transferring as of March 31, 2021 and car loan balance was $21,188 as of March 31, 2021.

In January 2017,During the three months ended March 31, 2021 and 2020, the Company issued 700,340 sharesincurred professional fee with Speedlight Consulting Services Inc. whose owner, Mr. Hengjiang Pang, is our director starting November 9, 2020, in the amount of its $0.0001 par value common stock at$14,000 and $9,000, respectively. On March 31, 2021 and December 31, 2020, the priceCompany had balance of $0.2 per sharedue to four investors for $140,068Speedlight Consulting Services Inc. in cash.the amount of $38,000 and $24,000, respectively.

In February 2017,On March 31, 2021 and December 31, 2020, Forge Network Inc. had balance of receivables from Mr. Liang in the Company issued 600,150 sharesamount of its $0.0001 par value common stock at the price of $0.2 per share to two investors for $120,030 in cash.$1,297 and $1,297.

Note 6 -Notes7 - Notes Receivable

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

Note 78 - CommitmentsLease

The Company has operating lease for its lease’s office space from a third party, Puente Hills Business Center II, L.P. (“PHBC-II”), which the Company vacated the premises on or about September 29, 2020. We determined if an arrangement is a lease inception of the contract and Contingencies whether a contract is or contains a lease by determining whether it conveys the right to control the use of identified asset for a period of time. The contract provides us the right to obtain substantially all the economic benefits from the use of the identified asset and the right to direct use of the identified asset, we consider it to be, or contain, a lease.

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

Our leases do not contain any residual value guarantees or material restrictive covenants. Leases with a lease term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. The remaining term as of December 31, 2020 is 12 months. We currently have no finance leases.

During the three months ended March 31, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities- operating cash flows from operating lease were nil and $16,098, respectively. As of March 31, 2021 and December 31, 2020, $32,841 and $16,098 lease liability were outstanding under the lease agreement, respectively. On October 22, 2020, PHBC-II filed a lawsuit against the Company and its guarantor, Mr. Liang. No judgment has been rendered as of March 31, 2021, and the litigation is in its infancy stage. The Company has retained legal counsel to address the matter.

The components of lease expense consist of the following:

Balance sheet information related to leases consists of the following:

Cash flow information related to leases consists of the following:

Future minimum lease payment under non-cancellable lease as of March 31, 2021 are as follows:

Note 9 –Loans

On April 16, 2020, the Company received a Promissory Note (the “Note”) in the amount of $19,400 under the Paycheck Protection Program (the “PPP Loan”) through East West Bank (the “Lender”). The interest rate on this Note is a fixed rate of 1.00% per annum. The Company will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on that date that is two years after the date of this Note (“Maturity Date”). In addition, the Company will pay regular monthly payments in an amount equal to one month’s accrued interest commencing on that date that is seven months after the date of this Note, with all subsequent interest payments to be due on the same day of each month after that. All interest which accrues during the initial six months of the loan period will be deferred to and payable on the Maturity Date. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal.

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

The Company follows ASC 450-20,Loss Contingencies, to report accountingsubmit its application for contingencies. Liabilities for loss contingencies arisingthe forgiveness of the full amount $19,400 PPP Loan and received the approval letter from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred andSBA on March 10, 2021. The Company recognized government grant in the amount of $19,400 for the assessment can be reasonably estimated.

Advisory Agreementthree months ended March 31, 2021.

On November 05, 2016,July 14, 2020, the Company entered into a Consulting Agreementloan agreement with Speedlight Consulting Services Inc. (the “Consultant”)The U.S. Small Business Administration (SBA), pursuant to which the Company agrees to compensateobtain a loan in the Consultant 3,000,000 sharesamount of Company’s 144 restricted stock when$14,000 with the term of 30 years and at the interest rate of 3.75%, payable monthly including principal and interest in the amount $69. The first repayment will be on July 13, 2021. The Company received the loan amount of $14,000 from SBA on July 20, 2020.

Note 10 – Contingencies

On December 8, 2017, the Company been quotedentered 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 OTC Market. As agreed byJanuary 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 Consultant,its guarantor, Mr. Liang. No judgment has been rendered as of March 31, 2021, and the compensation will be followed as below schedules:litigation is in its infancy stage. The Company has retained legal counsel to address the matter.

Note 11 - Subsequent Event

ForThe Company has evaluated all other subsequent events through the nine months endeddate these consolidated financial statements were issued and as of September 30, 2017,determine that there were no other subsequent events or transactions that require recognition or disclosures in the consulting expense and accrued consulting expense of $243,750 and $300,000 were recognized, respectively.consolidated financial statements.

Item 2. Management’s Discussion and Analysis or 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 audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Overview

The CompanyForge 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 getgetting involved in protracted negotiations, the Company sold the property to an independent third party for a profit.

Development Stage and Capital ResourcesOn August 17, 2020, the Company established a wholly owned subsidiary, Forge Network Inc, in the State of California. Forge Network Inc is engaged in online retail under the website: http://www.ez2go.us. The website has been formally launched in January 2021.

Since its inception, the Company has devoted substantially all of its efforts to business planning. Accordingly, the Company is considered to be in the development stage. In March 2017, the Company incurred its first sales activity by the sale of vacant property in Desert Springs, California. There is no assurance of future revenues. 

There is no assurance that the Company’s activities will result in any operations or that any operations, if begun, will generate revenues. The Company will need additional capital, but there is no assurance that the Company will be able to obtain such capital on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. 

Results of Operation for the three months ended September 30, 2017March 31, 2021 and 20162020

During the three months ended September 30, 2017March 31, 2021 and 2016,2020, the Company generated $9,000 and $9,000 of revenues. The revenue in the amount of $6,000 and $0, respectively.was generated from property management service. During the three months ended September 30, 2017March 31, 2021 and 2016,2020, the Company incurred operatinggeneral and administrative expenses of $87,866$82,962 and $1,510,$85,123, respectively. The operating expenses fordecrease was mainly due to the decrease in payroll expense and head count during the three months ended September 30, 2017 mainly included consulting expenses in the amount of $64,750 and other professional and legal fees relating to comply with the Company’s SEC reporting obligations and consulting fees of $23,116.March 31, 2021. For the three months ended September 30, 2017March 31, 2021 and 2016,2020, , our net loss was $80,316losses were $54,562 and $1,510, respectively.$76,123, respectively The increasedecrease in net loss was mainly due to the increase in operating expense$19,400 PPP loan forgiven for the three months ended September 30, 2017, compared to the same period as of September 30, 2016. March 31, 2021.

Results of Operation for the nine months ended September 30, 2017 and for the period from inception to September 30, 2016

During the nine months ended September 30, 2017 and for the period from inception to September 30, 2016, the Company generated revenue in the amount of $6,000 and $0, respectively. During the nine months ended September 30, 2017 and the period from inception to September 30, 2016, the Company incurred operating expenses of $292,081 and $1,522, respectively. The operating expenses for the nine months ended September 30, 2017 mainly included consulting expenses in the amount of $247,250 and other professional and legal fees relating to complying with the Company’s SEC reporting obligations and consulting fees of $44,831. For the nine months ended September 30, 2017 and for the period from inception to September 30, 2016, our net loss was $282,981 and $1,522, respectively. The increase in net loss was mainly due to the increase in operating expense for the nine months ended September 30, 2017, compared to the period from inception to September 30, 2016.

Equity and Capital Resources

We have incurred losses since inception of our business in 2016 and, as of September 30, 2017,March 31, 2021, we had an accumulated deficit of $334,970.$1,323,595. As of September 30, 2017,March 31, 2021, we had cash of $875,937$199,147 and a working capital of $859,270,$73,700, compared to cash of $655,170$236,586 and a working capital of $882,153 at$117,751 on December 31, 2016.2020. The decrease in the working capital was primarily due to accrual of consulting expenses, partially offset by private placements and the sale of real property. 

To date, we have funded our operations through equity financing. During the nine months of 2017, the Company has issued 1,300,490 shares of common stock for $260,098 cash. The proceeds from these funding sources werecash used to pay feesfor operating expenses.

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 expenses,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 extentrecoverability and classification of recorded assets, or the amounts and classification of liabilities that such expenses are not deferred, arising frommight be necessary in the Company’s compliance with its public reporting requirements and to continue to proceed with its business plan to market and develop real estate.

We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of potential business opportunities. However, we do not anticipateevent that the Company will generate revenue sufficient to cover its planned operating expenses in the foreseeable future, and we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would havecannot continue as a material adverse affect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.going concern.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to discloseWe have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.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 prospectus.report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures.

(a) 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.

(b) Changes in Internal Control over Financial Reporting

There have beenwere no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2017March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.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. No judgment has been rendered, and the litigation is in its infancy stage. The Company has retained legal counsel to address the matter.

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..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.

* 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.

EXHIBIT INDEX

* Filed herewith.