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 September 30, 2022, we have not generated any income from the subsidiary due to our business strategy adjustment. Meanwhile, we are also looking for other business opportunities which could potentially increase the profits of Company in the year of 2022.

Results of Operation for the three months ended September 30, 2022 and 2021

For the three months ended September 30, 2022, we had total revenue of $37,000, as compared to $9,000 for the three months ended September 30, 2021, an increase of $28,000 or 311%. The increase in total revenue was attributable to the newly signed Property Management Agreement (the "PMA") with Legend Investment International, LP ("Legend Investment") on April 2, 2022. Pursuant to the PMA, the original monthly service charge was $5,000 which was amended to $10,000 per month in June 2022 due to Legend Investment required additional management services for their properties. In April 2022, we terminated the property management services with Bloomage Beverly Hills Investment Inc. due to the sales of the managed properties. On July 15, 2022, we traded our Mazda auto with Longo Toyota to exchange a 2022 Toyota Mirai. Along with the transaction, we received a $15,000 Hydrogen subsidy card to reward for the purchase of new energy automobile, which will be amortized over the estimated period Hydrogen volume being consumed.

During the three months ended September 30, 2022 and 2021, the Company incurred general and administrative expenses of $39,801and $85,261, respectively. The decrease was mainly due to the decreasing in payroll expense and professional fees during the three months ended September 30, 2022. For the three months ended September 30, 2022 and 2021, our net income (loss) were $3,639 and $(71,261), respectively. The increase in net income was mainly due to the increasing of revenue generated, along with the decreasing in general administrative expenses for the three months ended September 30, 2022, compared to the same period in last year.

Results of Operation for the nine months ended September 30, 2022 and 2021

For the nine months ended September 30, 2022, we had total revenue of $82,863, as compared to $27,000 for the nine months ended September 30, 2021, an increase of $55,863 or 207%. The increase in total revenue was attributable to the newly signed Property Management Agreement (the "PMA") with Legend Investment International, LP ("Legend Investment") on April 2, 2022. Pursuant to the PMA, the original monthly service charge was $5,000 which was amended to $10,000 per month in June due to Legend Investment required additional management services for their properties. In April 2022, we terminated the property management services with Bloomage Beverly Hills Investment Inc. due to the sales of the managed properties.

During the nine months ended September 30, 2022 and 2021, the Company incurred general and administrative expenses of $128,245 and $256,750, respectively. The decrease in general and administrative expenses was mainly due to the decreasing in salary expense and professional expenses. For the nine months ended September 30, 2021 and 2020, our net loss was $36,458 and $206,150, respectively. The decrease in net loss was mainly due to the increase in revenue and decrease in general and administrative expenses for the nine months ended September 30, 2022, compared to the same period in last year.

Equity and Capital Resources

We have incurred losses since inception of our business in 2016, except for current quarter, and as of September 30, 2022, we had an accumulated deficit of $1,567,925. As of September 30, 2022, we had cash of $3,961 and a negative working capital of $142,195, compared to cash of $60,364 and a negative working capital of $95,686 as of December 31, 2021. The decrease in the working capital was primarily due to cash used to pay for operating expenses.





9






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.

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