UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended: March 31, 2026

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 number: 001-42507

 

Aureus Greenway Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		99-0418678
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

2995 Remington Boulevard

Kissimmee, Florida 34744

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code (407) 344 4004

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value $0.001 per share		AGH		The Nasdaq Stock Market LLC

 

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 every Interactive Data File required to be submitted 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 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

If an emerging growth company, indicate by 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 Exchange Act.) Yes ☐ No ☒

 

As of May 8, 2026 there were 21,604,682 of the registrant’s shares of common stock issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION	5
Item 1. Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosure About Market Risk	45
Item 4. Controls and Procedures	45
PART II - OTHER INFORMATION	46
Item 1. Legal Proceedings	46

 

 

Forward-Looking Statements

 

This quarterly report (the “Quarterly Report”) of Aureus Greenway Holdings Inc. (“we,” “us,” “our,” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and completion of business operations in the future; projected costs; expectations regarding demand and use of our golf country clubs; estimated costs related to maintain our facilities; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; and trends relating to our industry.

 

We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with competitors, new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:

 

●	general economic and business conditions, including changes in interest rates;
●	competition from other golf country clubs, costs associated with maintaining our golf country clubs and other economic conditions;
●	the effect of an outbreak of disease or similar public health threat, such as a pandemic, on the Company’s business;
●	the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;
●	breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers;
●	the ability of our infrastructure systems or information security systems to operate effectively;
●	actions by government authorities, including changes in government regulation;
●	uncertainties associated with legal proceedings;
●	changes in the size of the golf country club industry;
●	future decisions by management in response to changing conditions;
●	the Company’s ability to execute prospective business plans;
●	misjudgments in the course of preparing forward-looking statements;
●	the Company’s ability to raise sufficient funds to carry out its proposed business plan;
●	inability to keep up with advances in the golf country club industry;
●	inability to advertise or market services and products at our golf country clubs or develop new services or add new products that address additional market opportunities to generate revenue and positive cash flows;
●	dependency on certain key personnel and any inability to retain and attract qualified personnel;
●	inability to succeed in establishing, maintaining and strengthening our brand;
●	disruption of supply or shortage of raw materials relating to the upkeep and maintenance of our golf country clubs;
●	the unavailability, reduction or elimination of government and economic incentives;
●	failure to manage future growth effectively; and
●	the other risks and uncertainties detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”).

 

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.

 

 

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

	Page
Item 1. Interim Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	5
Unaudited Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the Three Months Ended March 31, 2026 and 2025	6
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	7
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	8
Notes to the Unaudited Condensed Consolidated Financial Statements	9

 

 

PART I

 

ITEM 1.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

(Expressed in U.S. dollars, except for the number of shares)

 

		March 31,				December 31,
		2026				2025
		(Unaudited)				(Audited)
Assets
Current assets
Cash and cash equivalents		$	17,519,830			$	28,668,169
Accounts receivable, net			41,935				44,751
Investment in convertible note			20,049,315				-
Inventories, net			32,966				34,415
Prepaid expenses			335,666				314,602
Other current assets			125				20,124
Total current assets			37,979,837				29,082,061
Non-current assets
Property and equipment, net			3,900,695				3,937,431
Operating lease right-of-use assets			869,016				933,778
Deferred tax assets			215,019				309,247
Prepaid expenses			143,750				488,821
Total non-current assets			5,128,480				5,669,277
Total Assets		$	43,108,317			$	34,751,338
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities		$	426,717			$	688,927
Contract liabilities - deferred revenue			164,683				145,980
Due to related parties			34,755				216,598
Operating lease liabilities – current			230,357				242,256
Total current liabilities			856,512				1,293,761
Non-current liabilities
Operating lease liabilities - non-current			638,659				691,522
Deferred tax liabilities			47,604				50,797
Total non-current liabilities			686,263				742,319
Total Liabilities			1,542,775				2,036,080
Commitments and contingencies (Note 15)			-				-
Stockholder’s Equity
Preferred stock: 50,000,000 shares authorized; $0.001 par value, 20,000,000 shares of series A preferred stock designated; 10,000,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025			10,000				10,000
Common stock: 450,000,000 shares authorized; $0.001 par value, 20,204,682 and 15,268,515 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			20,205				15,269
Additional paid-in capital			47,494,506				37,389,259
Accumulated deficit			(5,959,169	)			(4,699,270	)
Total Stockholder’s Equity			41,565,542				32,715,258
Total Liabilities and Stockholder’s Equity		$	43,108,317			$	34,751,338

 

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

 

 

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND

COMPREHENSIVE (LOSS) INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Expressed in U.S. dollars, except for the number of shares)

 

		2026				2025
		For the three months ended
		March 31,
		2026				2025
Revenue
Golf operations		$	1,129,573			$	1,028,940
Sales of food and beverage			244,805				225,803
Sales of merchandise			58,288				44,504
Ancillary revenue			36,712				29,124
Total revenue			1,469,378				1,328,371
Operating costs:
Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below)			395,808				323,259
Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below)			67,472				65,882
Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below)			29,873				23,298
Cost of sales			29,873				23,298
Salaries and benefits			1,316,175				273,987
Depreciation			63,750				50,784
Other general and administration expenses			1,055,286				238,124
Total operating costs			2,928,364				975,334
(Loss) income from operations			(1,458,986	)			353,037
Other income (expense)
Interest expense			-				(4,491	)
Interest income from convertible note			49,315				-
Other income			240,807				61,995
Total other income, net			290,122				57,504
(Loss) income before income tax			(1,168,864	)			410,541
Income tax expenses			91,035				144,329
Net (Loss) Income		$	(1,259,899	)		$	266,212
Comprehensive (Loss) Income		$	(1,259,899	)		$	266,212
(Loss) Earnings per common stock (Note 13)
Basic		$	(0.03	)		$	0.02
Diluted			(0.03	)			0.02
Weighted average number of common stocks outstanding
Basic and diluted			44,903,730				12,446,667

 

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

 

 

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

		Shares				Amount				Shares				Amount				capital				receivables				deficit				Total
		Preferred Stock								Common Stock								Additional paid-in				Subscription				Accumulated
		Shares				Amount				Shares				Amount				capital				receivables				deficit				Total
Balance, December 31, 2024 (Audited)			10,000,000			$	10,000				10,880,000			$	10,880			$	2,082,456			$	(11,632	)		$	(1,022,240	)		$	1,069,464
Issue of common stocks			-				-				3,000,000				3,000				9,897,234				-				-				9,900,234
Proceeds from stockholders for settlement of subscription receivables			-				-				-				-				-				11,632				-				11,632
Net income			-				-				-				-				-				-				266,212				266,212
Balance, March 31, 2025 (Unaudited)			10,000,000			$	10,000				13,880,000			$	13,880			$	11,979,690			$	-			$	(756,028	)		$	11,247,542
Balance, December 31, 2025 (Audited)			10,000,000			$	10,000				15,268,515			$	15,269			$	37,389,259			$	-			$	(4,699,270	)		$	32,715,258
Balance			10,000,000			$	10,000				15,268,515			$	15,269			$	37,389,259			$	-			$	(4,699,270	)		$	32,715,258
Issue of common stocks and pre-funded warrants (net of commission to placing agent) in private placement			-				-				1,959,667				1,960				8,071,973				-				-				8,073,933
Issue of restricted shares			-				-				400,000				400				1,434,350				-				-				1,434,750
Proceeds from exercise of pre-funded warrants and placement agent warrants			-				-				2,576,500				2,576				598,924				-				-				601,500
Net loss			-				-				-				-				-				-				(1,259,899	)			(1,259,899	)
Net income (loss)			-				-				-				-				-				-				(1,259,899	)			(1,259,899	)
Balance, March 31, 2026 (Unaudited)			10,000,000			$	10,000				20,204,682				20,205				47,494,506				-				(5,959,169	)			41,565,542
Balance			10,000,000			$	10,000				20,204,682				20,205				47,494,506				-				(5,959,169	)			41,565,542

 

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

 

 

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

		2026				2025
		For the three months ended
		March 31,
		2026				2025
Cash Flows from Operating Activities:
Net (loss) income		$	(1,259,899	)		$	266,212
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation			63,750				50,784
Stock-based compensation			1,434,750				-
Interest income from convertible note			(49,315	)			-
Gain on disposal of club memberships			(2,502	)			-
Changes in operating assets and liabilities:
Accounts receivable			2,816				(41,948	)
Prepaid expenses			326,509				(447,981	)
Other current assets			19,999				(21,809	)
Inventories			1,449				(3,322	)
Deferred tax assets			94,228				133,858
Accounts payable and accrued liabilities			(262,210	)			(90,902	)
Contract liabilities - deferred revenue			18,703				63,444
Deferred tax liabilities			(3,193	)			10,471
Net Cash Provided by (Used in) Operating Activities			385,085				(81,193	)
Cash Flows from Investing Activities:
Short-term investment			-				6,778
Investment in convertible note			(20,000,000	)
Purchase of property and equipment			(27,014	)			(14,924	)
Net Cash Used in Investing Activities			(20,027,014	)			(8,146	)
Cash Flows from Financing Activities:
Proceeds from issue of common stocks			8,073,933				10,654,093
Proceeds from exercise of pre-funded warrants and placing agent warrants			601,500				-
Proceeds from related party loan			30,946				55,485
Repayments to related party loan			(212,789	)			(2,391,645	)
Repayments of bank and other borrowings			-				(192,378	)
Deferred offering costs			-				(171,180	)
Net Cash Provided by Financing Activities			8,493,590				7,954,375
Net change in cash and cash equivalents			(11,148,339	)			7,865,036
Cash and cash equivalents, beginning of period			28,668,169				457,142
Cash and cash equivalents, end of period		$	17,519,830			$	8,322,178
Supplemental cash flow information:
Cash paid for interest		$	-			$	4,491
Cash paid for taxes		$	-			$	-
Supplemental non-cash financing activity:
Prepaid offering costs net off with additional paid-in capital		$	-			$	582,679

 

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

 

 

Aureus Greenway Holdings Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2026 and 2025

 

Note 1 - Organization and Business

 

Business

 

Aureus Greenway Holdings Inc. (the “Company” or “Aureus”) was incorporated on December 22, 2023 in the state of Nevada. We conduct business activities principally through our wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging in operation of golf course and selling of merchandise and food and beverages.

 

As of March 31, 2026, the Company owns and operates two golf clubs in Florida that consisting of over 289 acres of multi-service recreational property.

 

Pine Ridge Group Limited (“Pine Ridge”) was acquired by Mr. Cheung Chi Ping from independent third parties on December 31, 2013.

 

Chrome Field I, Inc. (“Chrome I”) was incorporated on December 24, 2013 in the State of Delaware. Chrome I is the sole member of FSC Clearwater, LLC (“Clearwater I”) which was incorporated in the State of Florida on January 21, 2014. Clearwater I owns and operates Kissimmee Bay Country Club, a privately-owned golf course that is open to the general public.

 

Chrome Field II, Inc. (“Chrome II”) was incorporated on April 13, 2014 in the State of Delaware. Chrome II is the sole member of FSC Clearwater II, LLC (“Clearwater II”) which was incorporated in the State of Florida on March 20, 2014. Clearwater II owns and operates Remington Golf Club, a privately-owned golf course that is open to the general public.

 

As at the date of this report, details of the subsidiaries of the company are as follows:

 Schedule of Subsidiaries of Company

Name		Place and date of formation		Ownership		Principal activity
Pine Ridge Group Limited (“Pine Ridge”)		British Virgin Islands (“BVI”)		100% (directly)		Investment holding
Chrome Fields I, Inc. (“Chrome I”)		Delaware		100% (indirectly)		Investment holding
Chrome Fields II, Inc. (“Chrome II”)		Delaware		100% (indirectly)		Investment holding
FSC Clearwater, LLC (“Clearwater I”)		Florida		100% (indirectly)		Operation of golf course and selling of food and beverages and merchandise (Kissimmee Bay Country Club)
FSC Clearwater II, LLC (“Clearwater II”)		Florida		100% (indirectly)		Operation of golf course and selling of food and beverages and merchandise (Remington Golf Club)

 

 

Initial Public Offering

 

On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 common stocks, US$0.001 par value per stock at an offering price of $4.00 per share for a total of US$12,000,000 in gross proceeds. The Company raised total net proceeds of approximately $10.65 million, which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses upon the completion of listing. During the process of IPO, the Company incurred an aggregate of approximately $2.1 million for underwriting discounts and commissions and total offering expenses, among which approximately $0.6 million offering expenses were paid just before successful listing and recognized as deferred offering costs. At the date of closing of IPO, the underwriting discounts and commissions and total offering expenses of approximately $2.1 million were offset against the gross offering proceeds of $12 million resulted in net amount of approximately $9.9 million which was recognized in additional paid-in capital.

 

The common stock of the Company began trading on the Nasdaq Capital Market afterwards under the ticker symbol “AGH” from February 13, 2025.

 

Warrants

 

On July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million, and the costs directly attributable to the offering was approximately $2.48 million (the “Private Placement”).

 

On July 25, 2025 the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $1.00 per share, and each common B warrant has an exercise price of $1.25 per share. Each common warrant will be immediately exercisable and will have a term of exercise equal to five years from the initial exercise date.

 

In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised.

 

Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $2,080,000 and (ii) warrants to purchase up to 2,390,804 shares of common stock of the Company, representing 8% of the shares of the Company’s common stock and Pre-funded Warrants sold in the Private Placement. Each placing agent warrant is exercisable for one share of common stock at an exercise price of $1.00 per share, has a term of five years from the date of issuance, and is subject to customary transfer restrictions.

 

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant inter-company transactions and balances between members of the Group are eliminated upon consolidation.

 

The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2026, and results of operations and cash flows for the three months ended March 31, 2026 and 2025. The unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and related notes included in the Company’s audited consolidated financial statements.

 

Emerging growth company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates and Assumptions

 

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment and estimated incremental borrowing rate of lease. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash at bank and demand deposits which have original maturities less than three months and are unrestricted as to withdrawal or use. As of March 31, 2026 and December 31, 2025, the Company had cash of $17,519,830 and $28,668,169, respectively.

 

Periodically, the Company may maintain cash and cash equivalent balances at financial institutions in excess of applicable insured or protected limits. The amount in excess of the Federal Deposit Insurance Corporation insurance limits or Securities Investor Protection Corporation insurance limits as of March 31, 2026, was approximately $15,766,264. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk is not significant.

 

Accounts Receivable, net

 

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of March 31, 2026 and December 31, 2025, the Company recognized $5,277 and $5,277 as an allowance for expected credit losses on accounts receivable, respectively.

 

Investment in convertible note

 

The Company accounts for its investment in convertible note at amortized cost because the Company did not elect the fair value option under ASC 825. The carrying amount includes principal and accrued interest, less any allowance for expected credit losses under ASC 326. Interest income is recognized over the contractual term of the note using the effective interest method. The Company evaluates the note for expected credit losses at each reporting date based on historical experience, current conditions, and reasonable and supportable forecasts, including the issuer’s credit profile, repayment capacity, contractual terms, and other relevant information.

 

Prepaid expenses

 

Prepaid expenses represent the prepayment for (i) the consultancy service of $293,750; (ii) the prepaid annual listing fee to Nasdaq of $62,966; (iii) the director’s and officer’s liability insurance premium of $41,200; and (iv) other prepaid expenses of $81,500 which was classified as current portion. These prepaid amounts are recognized as expenses over the respective service periods as the related benefits are received.

 

Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the three months ended March 31, 2026, $37,500 of consultancy service fee was recognized in statement of operations and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $143,750.

 

Regarding the annual listing fee starting from February 12, 2026 with gross payment of $72,500 and prepaid obligation insurance for directors and officers starting from July 25, 2025 with gross payment of $129,994, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $104,166 in aggregate was recognized as current portion of prepaid expenses.

 

As of March 31, 2026 and December 31, 2025, the Company had no allowance for expected credit losses provided for prepaid expenses.

 

 

Inventories, net

 

The Company’s inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears and the Company values inventories using the lower first-in, first-out (“FIFO”) method and net realizable value, which is generally based on the selling price expectations of the merchandise goods. The Company regularly reviews inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies could cause the Company’s inventory to be exposed to obsolescence or slow-moving merchandise. All goods are aged less than one year and the Company will offer discounts to customers to boost the selling but higher than that of purchase price. As of March 31, 2026 and December 31, 2025, no obsolescent goods were noted.

 

Property and Equipment, net

 

Property and equipment, net are stated at cost less accumulated depreciation and any impairment losses. Property and equipment, consisting of land, buildings and recreational facilities, properties improvements, equipment, furniture and fixture. The Company capitalizes costs that materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Land is not depreciated.

 

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

 Schedule of Property and Equipment Estimated Useful Lives

Depreciable land improvements		15 years
Building and recreational facilities		39 years
Properties improvements		5-7 years
Equipment, furniture and fixture		5-7 years

 

The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Impairment for Long-Lived Assets

 

Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2026 and December 31, 2025, no impairment of long-lived assets was recognized.

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. As of March 31, 2026 and December 31, 2025, all warrants issued are classified within stockholders’ equity. The placing agent warrant is classified as equity and its fair value was $4,183,731 at grant date.

 

 

Management evaluated the terms of all warrants issued during the year, including common warrants, pre-funded warrants, and placement agent warrants, and concluded that such instruments are indexed to the Company’s own stock and do not contain provisions that would require net cash settlement or otherwise preclude equity classification under ASC 815-40. Accordingly, all warrants issued during the year were classified as equity instruments.

 

The placement agent warrants were classified as equity and their grant-date fair value of $4,183,731 was recorded as equity issuance costs and recognized as a reduction to additional paid-in capital.

 

Fair Value of Financial Instruments

 

The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

 

	●	Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.
	●	Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.
	●	Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

 

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

 

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, operating lease liabilities, and investment in convertible note.

 

 

For disclosure purposes under ASC 825-10-50, the Company estimates that the fair value of the investment in convertible note approximates its carrying amount of $20,049,315 as of March 31, 2026. This estimate is based on the fact that the note was issued near period-end, bears a fixed 10% interest rate, matures within one year, and management is not aware of any significant deterioration in the issuer’s credit risk or relevant market conditions from issuance through March 31, 2026. Because there is no quoted market price for the note or observable market inputs for an identical or similar instrument, the fair value estimate is classified within Level 3 of the fair value hierarchy.

 

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values due to the short-term nature of these instruments.

 

Leases

 

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of March 31, 2026 and December 31, 2025 are accounted for as operating leases.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

 

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

 

The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

 

Accounts Payables, Other Payables and Accrued Liabilities

 

Accounts payable, other payables and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables, property tax payable, accrued salaries and other accrual and payable for the operation of the ordinary course of business.

 

Bank and Other Borrowings

 

Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in statements of operations over the period of the borrowings using the effective interest method. All bank and other borrowings have been fully repaid upon listing.

 

Related Parties

 

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

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

 

 

The details of related party transactions during the three months ended March 31 ,2026 and 2025 and balances as of March 31, 2026 and December 31, 2025 are set out in Note 8.

 

Revenue Recognition

 

All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

 

	●	executed contracts with the Company’s customers that it believes are legally enforceable;
	●	identification of performance obligations in the respective contract;
	●	determination of the transaction price for each performance obligation in the respective contract;
	●	allocation the transaction price to each performance obligation; and
	●	recognition of revenue only when the Company satisfies each performance obligation.

 

The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.

 

In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations.

 

Revenue from golf operations

 

There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance.

 

The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of March 31, 2026 and December 31, 2025, the Company recorded contract liabilities - deferred revenue of $164,683 and $145,980, respectively.

 

 

One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration.

 

Sales of merchandise, food and beverage

 

Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.

 

Ancillary revenue

 

Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable.

 

Operating Costs

 

Golf operating costs consist of costs associated with golf course upkeep expenses and are expended as incurred.

 

Other General and Administrative Expense

 

Other General and administrative expense consists of audit fees for initial public offering, costs associated with corporate and administrative functions that support development and operations.

 

Income Tax

 

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

 

As of March 31, 2026 and December 31, 2025, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements, respectively.

 

 

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the three months ended March 31, 2026 and 2025, respectively.

 

Earnings Per Share

 

The Company computes earnings per share, or EPS, in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per common stock basis of the potential common stocks (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Segment Information

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CEO is the CODM. Management, including the CODM, reviews operation results by revenue, operating expenses and income from operations of different services, while revenue is the profitability measure used by the CODM in making decisions about allocating resources and assessing performances. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280, because the Company provides golf operations, sales of merchandise, food and beverage and provides ancillary services to customers in most instances, and has only one team to provide products and services to customers. All assets of the Company are located in Florida and all revenue is generated from Florida.

 

The following table presents summary information of the Company’s 1single operating segment for the three months ended March 31, 2026 and 2025, respectively:

 Schedule of Segment Information

		2026				2025
		For the Three Months Ended
		March 31,
		2026 (unaudited)				2025 (unaudited)
Measure of profit or loss
Revenue			1,469,378				1,328,371
Reconciliation to net (loss) income before taxes
Operating costs:
Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below)			395,808				323,259
Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below)			67,472				65,882
Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below)			29,873				23,298
Cost of sales			29,873				23,298
Salaries and benefits			1,316,175				273,987
Depreciation			63,750				50,784
Other general and administration expenses*			1,055,286				238,124
Total operating costs			2,928,364				975,334
Other reconciliation items
Interest expense			-				(4,491	)
Interest income from convertible note			49,315				-
Other income			240,807				61,995
Total other income, net			290,122				57,504
(Loss) income before income tax			(1,168,864	)			410,541
Income tax expenses			91,035				144,329
Net (Loss) Income			(1,259,899	)			266,212

 

		2026				2025
		For the Three Months Ended
		March 31,
		2026 (unaudited)				2025 (unaudited)
Breakdown of other income:
Dividend income from money market accounts			167,942				44,606
Bank interest income			55,747				1,944
Credit card/customer service charges			14,615				15,445
Other miscellaneous income			2,503				-
Other Income			240,807				61,995

 

 

		As of March 31,				As of December 31,
		2026 (unaudited)				2025 (audited)
Other segment disclosures
Total Assets			43,108,317				34,751,338

 

*	Other general and administrative expenses included legal and professional fees, insurance, rental expenses, bank and credit cards charges, travelling expenses, stock-based compensation and office expenses and etc..

 

Commitments and Contingencies

 

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

 

Recently Issued Accounting Pronouncements

 

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision mark (CODM), an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s consolidated financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively. We have adopted ASU 2023-07 during the current period and there is no material impact on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures, which provides guidance on the requirements such as the requirement that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impact the adoption of ASU 2023-09 will have on its consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

 

 

In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), “Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU removes references to prescriptive and sequential software development project stages and provides updated guidance intended to simplify the capitalization and expense evaluation for internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. This ASU may be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements.

 

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

 

Note 3 – Investment in Convertible Note

 

On March 23, 2026, the Company received a convertible promissory note from Autonomous Power Corporation with an original principal amount of $20,000,000. The investment in convertible note bears simple interest at 10% per annum and matures on March 23, 2027. Interest is payable at maturity or upon earlier conversion, prepayment, or acceleration. The issuer may prepay the note at any time prior to maturity in an amount equal to the outstanding principal plus accrued interest and any other amounts due.

 

The convertible note is not convertible at the Company’s option unless an event of default occurs. Upon an event of default, the Company may convert all or any portion of the payment amount into shares of the issuer’s common stock at a fixed conversion price of $1,979 per share. If no event of default occurs, the investment in convertible note is expected to be settled in cash at maturity.

 

The Company did not elect the fair value option under ASC 825. Accordingly, the investment in convertible note is measured at amortized cost, which includes outstanding principal plus accrued interest, less any allowance for expected credit losses under ASC 326. The Company evaluates the collectability of the investment in convertible note at each reporting period based on available information, including contractual terms, current conditions, and reasonable and supportable forecasts. As of March 31, 2026, no event of default had occurred and management determined that no allowance for expected credit losses was required.

 

The following table summarizes the movement of the investment in convertible note:

 Schedule of Investment in Convertible Note

		March 31,				March 31,
		For the three months ended
		March 31,				March 31,
		2026 (unaudited)				2025 (unaudited)
Beginning balance		$	-			$	-
Purchase of convertible note			20,000,000				-
Interest income accrued			49,315				-
Ending balance		$	20,049,315			$	-

 

Interest income from the convertible note was $49,315 and $nil for the three months ended March 31, 2026 and 2025, respectively. The carrying amount of the convertible note was $20,049,315 as of March 31, 2026 and $nil as of December 31, 2025. Please refer to Note 2, Fair Value of Financial Instruments, for the fair value disclosure related to the investment in convertible note.

 

Note 4 – Inventories, net

 

As of March 31, 2026 and December 31, 2025, the inventories of finished goods consisted of the following:

 Schedule of Inventories

		March 31,				December 31,
		2026 (unaudited)				2025 (audited)
Merchandise goods		$	32,966			$	34,415
Less: Impairment of obsolete goods			-				-
Inventories, net		$	32,966			$	34,415

 

 

 

Note 5 – Property and Equipment, net

 

As of March 31, 2026 and December 31, 2025, the property and equipment consisted of the following:

 

 Schedule of Property and Equipment

		March 31,				December 31,
		2026 (unaudited)				2025 (audited)
Land		$	444,906			$	444,906
Buildings and recreational facilities			2,843,757				2,817,892
Properties improvements			2,431,414				2,430,265
Furniture and equipment			217,971				217,971
Property and equipment, gross			5,938,048				5,911,034
Less - accumulated depreciation			(2,037,353	)			(1,973,603	)
Property and equipment, net		$	3,900,695			$	3,937,431

 

Depreciation expenses for the three months ended March 31, 2026 and 2025, were $63,750 and $50,784, respectively.

 

Note 6 – Accounts Payables, Other Payables and Accrued Liabilities

 

As of March 31, 2026 and December 31, 2025, the accounts payable, other payables and accrued liabilities consisted of the following:

 Schedule of Accounts Payable and Accrued Liabilities

		March 31,				December 31,
		2026 (unaudited)				2025 (audited)
Accounts payable		$	230,097			$	240,396
Other payables			22,683				23,752
Credit cards payables			34,393				50,140
Sales tax payable			60,839				21,914
Property tax payable			26,100				104,412
Other accrued expenses			26,062				173,493
Accrued salaries			26,543				74,820
Accounts payable and accrued liabilities		$	426,717			$	688,927

 

Note 7 – Leases

 

During the three months ended March 31, 2026 and 2025, the Company had eight operating lease agreements for a period of 4 years to 5 years. The leases were for corporate office, golf carts and golf equipment.

 

The components of leases related expenses charged to statements of income were as follows:

 Schedule of Lease Expense

		2026				2025
		For the three months ended
		March 31,
		2026 (unaudited)				2025 (unaudited)
Operating lease cost		$	76,843			$	57,664

 

 

Supplemental cash flow information related to leases was as follows:

 Schedule of Supplemental Cash Flow Information Related to Leases

		2026				2025
		For the three months ended
		March 31,
		2026				2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	76,843			$	57,664
Weighted average discount rate			5.46	%			4.97	%
Weighted average remaining lease term (years)			3.77				4.06

 

Supplemental balance sheet information related to leases was as follows:

 Schedule of Supplemental Balance Sheet Information Related to Leases

		March 31,				December 31,
		2026 (unaudited)				2025 (audited)
Operating lease right-of-use asset		$	869,016			$	933,778
Operating lease liabilities:
Current portion			230,357				242,256
Non-current portion			638,659				691,522
Operating lease liability		$	869,016			$	933,778

 

Future minimum lease payments under operating leases as of March 31, 2026 were as follows:

 Schedule of Future Minimum Lease Payments Under Operating Leases

Period ending March 31,
2026 (excluding three months ended March 31, 2026)		$	208,897
2027			247,495
2028			247,495
2029			193,535
2030			63,250
Total future minimum lease payments		$	960,672
Less: imputed interest			(91,656	)
Operating lease liabilities		$	869,016

 

Note 8 – Related Party Transactions

 

Relationships with related parties

 Schedule of Relationships with Related Parties

Name		Relationship
Mr. Cheung Ching Ping*		Shareholder and former Director of the Company
Mr. Cheung Chi Ping**		Shareholder and former Director of the Company

 

*		On January 28, 2026, Mr. Cheung Ching Ping resigned as Chairman of the Board and a Director of the Board, effective as of January 29, 2026.
**		On January 28, 2026, Mr. Cheung Chi Ping resigned as a Director of the Board, effective as of January 29, 2026.

 

On March 23, 2026, the board of directors approved the disposal of all three golf club memberships. The Company entered into two separate agreements to dispose (i) one golf club membership with a carrying amount of $319,998 as of December 31, 2025 for a cash consideration of $322,500 (the original acquisition price by the Company) to Mr. Cheung Chi Ping, former director of the Company, and (ii) two golf club memberships with an aggregate carrying amount of $58,836 as of December 31, 2025 with a cash consideration of $58,836 (the original acquisition price by the Company) to Mr. Cheung Ching Ping, former director of the Company. The disposal prices were based on the original acquisition costs of the memberships, which management believes approximate their fair values. The transactions were approved by the board of directors. All cash consideration of $381,336 was received and the Company recognized a gain on disposal of $2,502 during the three months ended March 31, 2026.

 

 

Amounts due to related parties

 

Amounts due to related parties consist of the following:

 Schedule of Amount Due to Related Parties

				March 31,				December 31,
Name		Nature		2026 (unaudited)				2025 (audited)
Mr. Cheung Ching Ping		Director’s remuneration(1)			-				100,000
Mr. Cheung Ching Ping		Payment of operating costs on behalf of the Company			30,946				12,789
Mr. Cheung Chi Ping		Director’s remuneration(2)			-				100,000
Mr. Cheung Chi Ping		Repayment of borrowings on behalf of the Company			3,809				3,809
				$	34,755			$	216,598

 

Notes:

 

(1)	For the three months ended March 31, 2026, the Company charged $37,500 as director’s remuneration/ salaries to Mr. Cheung Ching Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2025, the director’s remuneration payable to Mr. Cheung Ching Ping of $100,000 was fully settled in January 2026.
(2)	For the sake of compensating Mr. Cheung Chi Ping’s involvement in the daily operations and management of golf operations of the Company, director’s remuneration was granted by the Company every year based on the performance of the Company. For the three months ended March 31, 2026 and 2025, the Company charged $37,500 and $nil, respectively, as director’s remuneration/ salaries to Mr. Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2025, the director’s remuneration payable to Mr. Cheung Chi Ping of $100,000 was fully settled in January 2026.

 

Note 9 – Revenue

 

Revenues disaggregated by major revenue streams and timing of revenue recognition for the three months ended March 31, 2026 and 2025 are disclosed in the table below:

 Schedule of Disaggregation of Revenue

		2026 (unaudited)				2025   (unaudited)
		For the three months ended
		March 31,
		2026 (unaudited)				2025   (unaudited)
Over time:
Golf operations – annual subscription green fees		$	70,767			$	34,166
Point in time:
Golf operations – one-time green fees			1,058,806				994,774
Sales of food and beverage			244,805				225,803
Sales of merchandise			58,288				44,504
Ancillary revenue			36,712				29,124
Total revenue - Point in time			1,398,611				1,294,205
Total revenue		$	1,469,378			$	1,328,371

 

Note 10 – Stock-Based Compensation

 

Stock options

 

On July 29, 2025, the Company adopted the 2025 Equity Incentive Plan (“2025 Plan”) with a contractual term of ten years which provides for the granting of stock options to the Company’s employees, officers, directors and consultants to purchase shares of the Company’s common stock in order to attract and retain qualified personnel, directors and consultants and align their interests with those of the Company’s shareholders. The Board of Directors of the Company approved the 2025 Plan on July 29, 2025 and August 13, 2025, respectively. Pursuant to the 2025 Plan, the Company may grant up to an aggregate of 1,500,000 stock options. Each stock option is exercisable for one share of common stock.

 

 

A total of 1,420,000 stock options were granted to the directors of the Company, of which 750,000 stock options at an exercise price of $1 and 670,000 stock options at an exercise price of $1.25 and have a contractual term of ten years from the date of grant. A total of 80,000 stock options were granted to the employees and consultants of the Company at an exercise price of $1.25 and have a contractual term of ten years from the date of grant. All of the stock options shall vest at the date of grant.

 

During the year ended December 31, 2025, 34,527 and 10,473 stock options were exercised and forfeited respectively and the outstanding balance was 1,455,000 as of December 31, 2025.

 

The following table summarizes the Company’s activity with respect to its stock options under the 2025 Plan for the three months ended March 31, 2026:

 Schedule of Stock Options Activity

		Shares				Weighted-average exercise price
Outstanding as of January 1, 2026			1,455,000				1.121
Granted			-				-
Exercised			-				-
Forfeited or cancelled			-				-
Outstanding at March 31, 2026			1,455,000				1.121
Exercisable as of March 31, 2026			1,455,000				1.121

 

The fair value of options is estimated on the date of grant using the Binomial Option Pricing Model using the assumptions noted in the table below. The fair value assessment is based on the valuation performed by an independent third-party valuer. The fair value of stock options at the grant date was fully charged to the consolidated statements of operations under salaries and benefits at the date of grant.

 

The significant inputs and parameters were adopted in the Binomial Option Pricing Model were shown below:

 Schedule of Fair Value of Each Option Award Estimated Assumption

Risk-free rate			4.15	%
Expected life			10 years
Expected dividend yield			0.00	%
Expected volatility			62.59	%
Expected exercise multiple			2.2 to 2.8

 

On January 29, 2026, the Company granted Mr. Matthew Saker 150,000 shares of restricted shares of common stock as direct compensation for his services as interim chief executive officer and granted each of Mr. Christopher Schraft, Mr. Vuk Jeremic and Ms. Xinyue Jasmine Geffner 50,000 restricted shares of common stock as direct compensation for their services as independent directors. In addition, on March 1, 2026, the Company granted a consultant 200,000 restricted shares of common stock (100,000 upon execution, 100,000 on the first anniversary, subject to no earlier termination for cause), as equity compensation in accordance with a consulting services agreement for investor relations. As a result, share-based compensation of $1,434,750 and $nil was recognized in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively. Of the $1,434,750 share-based compensation recognized for the three months ended March 31, 2026, approximately $996,000 was included in salaries and benefits related to restricted shares issued to directors and officers, and $438,750 was included in other general and administrative expenses related to restricted shares issued to a consultant.

 

Note 11 – Stockholders’ Equity

 

Preferred stock

 

The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.001. 20,000,000 preferred shares have been designated.

 

 

Series A Preferred Stock

 

The Company has designated 20,000,000 preferred shares, par value $0.001, as Series A Preferred Stock. Initially, holders of series A preferred stock would have 20 voting rights for each series A preferred stock on any matter which action of the stockholders of the corporation is sought. The series A preferred stock will vote together with the common stock. Common stock and series A preferred stock are not convertible into each other. Holders of series A preferred stock are not entitled to receive dividends. The series A preferred stock does not have liquidation preference over the Company’s common stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.

 

On January 17, 2024, 5,000,000 shares of Series A Preferred Stock was issued to Ace Champion Investments Limited (“Ace Champion”), 4,000,000 shares of Series A Preferred Stock was issued to Chrome Fields Asset Management LLC (“Chrome Fields Asset”), wholly-owned by Mr. Cheung Chi Ping and 1,000,000 shares of Series A Preferred Stock was issued to Trendy View Assets Management (“Trendy View”), at an aggregate cash consideration of $10,000.

 

On July 23, 2025, the Company also entered into a stock purchase agreement (the “Private SPA”) among the Company, Ace Champion, Trendy View, and Chrome Fields Asset (collectively, the “Sellers”), and certain buyers (the “Buyers”). Pursuant to the Private SPA, Ace Champion, Trendy View and Chrome Fields Asset agreed to sell 5,000,000, 4,000,000 and 1,000,000 shares of the Company’s series A preferred stock, respectively, and the Buyers agreed to purchase 10,000,000 shares of the Company’s series A preferred stock, par value $0.001 per share. Under the Private SPA, the shares of series A preferred stock were sold at $0.01 per share. The transaction closed on July 25, 2025.

 

As a result, as of March 31, 2026 and December 31, 2025, 10,000,000 shares of Series A Preferred Stock are issued and outstanding. This has been retrospectively reflected in the unaudited condensed consolidated financial statements as discussed in Note 1.

 

Common stock

 

The Company has authorized 450,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought.

 

The Company issued 5,440,000 shares of common stock for the exchange of 100 ordinary shares owned by the shareholder of our acquired subsidiary, Pine Ridge.

 

On January 17, 2024, the Company allotted 6,800,000 shares of common stock at par value $0.001 of the Company to Ace Champion, a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Ching Ping, brother of Mr. Cheung Chi Ping; and the Company allotted 1,360,000 shares of common stock at par value $0.001 to Trendy View, a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Yick Chung and Ms. Chan Lee, parents of Mr. Cheung Chi Ping. Total consideration for the subscription was $8,160. Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are collectively considered as Mr. Cheung’s family. After the allotment, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are ultimately holding 50%, 40% and 10% of the common stock of the Company.

 

On June 11, 2024, the Board of Directors approved to effect a 1.25-for-1 reverse stock split for the issued common stocks, such that every holder of 1.25 shares of common stock of the Company shall receive 1 share of common stock resulting in the issued common stocks to be 10,880,000 which are being held by Ace Champion of 5,440,000 shares of common stock, Chrome Fields of 4,352,000 shares of common stock and Trendy View of 1,088,000 shares of common stock.

 

On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 shares of common stock, US$0.001 par value per stock share at an offering price of US$4.00 per share for a total of US$12,000,000 in gross proceeds.

 

On September 16, October 1, October 3 and December 18, 2025, the Company issued 728,988, 225,000, 200,000 and 200,000 shares of common stock at par value $0.001 to American Ventures LLC, respectively.

 

 

On October 17, November 7 and November 13, 2025, the Company issued a total of 34,527 shares of common stock to certain employees and consultants of the Company through the exercise of stock options to convert to equivalent number of common stocks of the Company under the 2025 Plan.

 

On January 29, 2026, the Company granted Mr. Matthew Saker 150,000 shares of restricted shares of common stock, par value 0.001 per share, of the Company as direct compensation for his services as interim chief executive officer.

 

On January 29, 2026, the Company granted each of Mr. Christopher Schraft, Mr. Vuk Jeremic and Ms. Xinyue Jasmine Geffner 50,000 restricted shares of common stock, par value $0.001 per share, of the Company as direct compensation for their services as independent directors.

 

On February 4, March 12 and March 17, 2026, the Company issued 475,000, 1,000,000 and 500,000 shares of common stock at par value $0.001 to American Ventures LLC, respectively.

 

On March 1, 2026, the Company granted a consultant 200,000 restricted shares of common stock (100,000 upon execution, 100,000 on the first anniversary, subject to no earlier termination for cause), par value $0.001 per share, of the Company as equity compensation in accordance with a consulting services agreement for investor relations.

 

On March 10, 2026, the Company closed a private placement of 3,009,667 shares (including 1,959,667 common stock and 1,050,000 pre-funded warrants) at $3 per share, generating gross proceeds of $9,029,002, which after deducting placement agent fee, legal fee and other fees resulted in $8,073,933 net proceeds to the Company.

 

On March 12, March 13, March 16 and March 25, 2026, placement agent warrants of 350,000, 150,000, 100,000 and 1,500 were exercised and converted into a total of 601,500 shares of common stock of the Company at par value of $0.001, respectively.

 

As a result, as of March 31, 2026 and December 31, 2025, 20,204,682 and 15,268,515 shares of common stock are issued and outstanding respectively.

 

Warrants

 

On July 23, 2025, the Company entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million. Offering costs directly attributable to the private placement were approximately $2.48 million (the “Private Placement”).

 

On July 25, 2025, the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $1.00 per share, and each common B warrant has an exercise price of $1.25 per share. The Common Warrants became exercisable upon issuance and expire five years from the initial exercise date.

 

In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised.

 

Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $2,080,000 and (ii) placement agent warrants to purchase up to 2,390,804 shares of common stock, representing 8% of the aggregate number of shares of common stock and Pre-funded Warrants sold in the Private Placement. The placement agent warrants have an exercise price of $1 per share and are exercisable immediately upon issuance for a period of five years.

 

 

As of March 31, 2026, except for a total of 2,600,000 of the Pre-funded Warrants were exercised with outstanding balance of 26,556,069, none of the common A warrants and common B warrants were exercised and 601,500 placement agent warrants were exercised with outstanding balance of 1,789,304. The Company accounts for warrants as equity-classified instruments and recorded as a component of additional paid-in capital at the time of issuance and net of the placing agent fee.

 

On March 10, 2026, the Company closed a private placement of 3,009,667 shares (including 1,959,667 common stock and 1,050,000 pre-funded warrants) at $3 per share, generating gross proceeds of $9,029,002, which after deducting placement agent fee, legal fee and other fees resulted in $8,073,933 net proceeds to the Company. As of March 31, 2026, none of the pre-funded warrants were exercised.

 

Note 12 – Income Tax

 

The Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

The Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition, upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% and state of Florida tax rate of 5.5% to the income tax amount recorded for the three months ended March 31, 2026 and 2025 are as follows:

 

Taxation in the statements of income represents:

 Schedule of Taxation in the Statements of Income

		2026 (unaudited)				2025 (unaudited)
		Three months ended March 31
		2026 (unaudited)				2025 (unaudited)
Tax provision for the period:
Current		$	-			$	-
Deferred
● Federal statutory tax
- Deferred tax assets
- utilization of NOLs brought forward			74,671				106,389
- Deferred tax liabilities
- (reversal) recognition for the period			(2,530	)			7,985
Deferred tax assets Liabilities			72,141				114,374
● State of Florida tax
- Deferred tax assets
- utilization of NOLs brought forward			19,557				27,469
- Deferred tax liabilities
- (reversal) recognition for the period			(663	)			2,486
Deferred tax assets Liabilities			18,894				29,955
Total income tax expenses		$	91,035			$	144,329

 

 

A reconciliation of the effective income tax rates reflected in the accompanying unaudited condensed consolidated statements of income to the federal statutory rate of 21% for the three months ended March 31, 2026 and 2025 are as follows:

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

		2026 (unaudited)				2025 (unaudited)
		Three months ended March 31
		2026 (unaudited)				2025 (unaudited)
Federal statutory tax rate			21.0	%			21.0	%
Effect of state of Florida tax			(1.6	)%			7.3	%
State tax effect of jurisdictional mix*			(27.0	)%			6.9	%
Effect of British Virgin Islands tax			0.0	%			0.0	%
Permanent difference			(0.2	)%			0.0	%
Effective tax rate			(7.8	)%			35.2	%

 

*	It represents the effect on the consolidated effective tax rate from expenses incurred and taxable income generated by Florida operations. Nevada does not impose corporate income tax.

 

The Company computes its interim income tax provision using the estimated annual effective tax rate method under ASC 740-270, adjusted for discrete items, if any. For the three months ended March 31, 2026, the Company recorded income tax expense of $91,035 despite a pre-tax book loss, primarily due to taxable income generated by Florida operations, utilization of net operating loss carryforwards, state tax effects, and permanent or non-deductible book-tax differences, including stock-based compensation as applicable. The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to state income taxes, jurisdictional mix, permanent differences, and utilization of NOL carryforwards. There were no material changes to the Company’s uncertain tax positions during the three months ended March 31, 2026.

 

Significant components of the deferred tax assets and deferred tax liabilities are presented below:

 Schedule of Deferred Tax Assets and Liabilities

		March 31, 2026 (unaudited)				December 31, 2025 (audited)
Deferred tax liabilities:
Accelerated depreciation
Federal statutory tax:
Beginning of the period/year		$	40,760			$	48,132
(Reversal) recognized during the period/year			(2,530	)			(7,372	)
End of the period/year			38,230				40,760
State of Florida tax:
Beginning of the period/year			10,037				11,982
(Reversal) recognized during the period/year			(663	)			(1,945	)
End of the period/year			9,374				10,037
Deferred tax liabilities		$	47,604			$	50,797
Deferred tax assets:
Net operating losses
Federal statutory tax:
Beginning of the period/year		$	251,827			$	186,759
Recognized during the period/year			-				65,068
Utilized during the period/year			(74,671	)			-
End of the period/year			177,156				251,827
State of Florida tax:
Beginning of the period/year		$	57,420				40,393
Recognized during the period/year			-				17,027
Utilized during the period/year			(19,557	)			-
End of the period/year			37,863				57,420
Less: valuation allowance			-				-
Deferred tax assets, net		$	215,019			$	309,247

 

 

The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized.

 

As of March 31, 2026, the Company had $811,392 of NOLs which can be carried forward indefinitely.

 

The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.

 

Note 13 – (Loss) Earnings per Common Stock

 

The following table presents the basic and diluted (loss) earnings per common stock computations

 Schedule of Net loss Per Common Stock

		2026 (unaudited)				2025 (unaudited)
		Three months ended March 31
		2026 (unaudited)				2025 (unaudited)
Net (Loss) Income			(1,259,899	)			266,212
Basic and diluted weighted average number of common stocks outstanding			44,903,730				12,446,667
(Loss) Earnings per common stock
Basic			(0.03	)			0.02
Diluted			(0.03	)			0.02

 

Basic (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common stocks outstanding during the period. Diluted (loss) income per common stock is the same as basic (loss) income per common stock for all periods presented because the inclusion of all potential common stocks (1,455,000 stock options and 61,559,418 warrants) would have been anti-dilutive, as it would have reduced the net loss per share.

 

Note 14 – Risk and Uncertainties

 

Credit Risk

 

The Company’s principal financial assets are cash and cash equivalents, investment in convertible note and accounts and other receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

Management believes that the Company is not exposed to any significant credit risk with respect to its cash.

 

The credit risk of the investment in convertible note is the potential loss from the issuer’s default with the entire $20 million concentrated in a single private company and therefore the investment in convertible note creates concentration risk. Management evaluated ASC 326 and concluded that no allowance was recorded because: (i) the note is held at amortized cost and no allowance for expected credit losses is required under ASC 326 based on the issuer’s creditworthiness and financial condition as of the origination date, with no evidence of credit deterioration in the short period since issuance; (ii) no event of default has occurred or is considered probable; and (iii) the Company has the ability and intent to hold the note to maturity, and the fixed 10% interest rate provides a reasonable return commensurate with the risk assumed. Management monitors the issuer’s credit quality on an ongoing basis and believes any potential credit losses would be immaterial to the consolidated financial statements.

 

 

The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as of March 31, 2026 and December 31, 2025 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.

 

Vendor concentration risk

 

As of March 31, 2026 and December 31, 2025, the Company owed 91% and 87% of accounts payable to a key supplier, respectively.

 

For the three months ended March 31, 2026 and 2025, one vendor accounted for 11% and 26% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the three months ended March 31, 2026 and 2025, respectively.

 

Interest rate risk

 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.

 

The Company is not materially exposed to interest rate risk on the investment in convertible note because the note is measured at amortized cost, not fair value. Changes in market interest rates do not affect the carrying amount or interest income recognized, provided no impairment occurs. Additionally, the fixed 10% rate is locked in until maturity, and the Company intends to hold the note to maturity.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

 

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including through operations and financial support from the Company’s stockholders and financial institutions. the Company is continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Management believes that the Company’s existing cash and cash equivalents, together with cash flows from operations, are sufficient to meet its liquidity needs for the next twelve months, and the Company does not have any going concern uncertainties.

 

Note 15 – Commitments and Contingencies

 

Lease Commitments

 

The Company entered into operating leases for corporate office, golf carts and golf equipment for terms of four to five years. The Company’s commitments for minimum lease payment under these operating leases as of March 31, 2026 are listed in section “Note 7 — “Leases”.

 

Litigation

 

From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, the Company does not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Company’s view of these matters may change in the future. the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liabilities on a regular basis.

 

Note 16 – Subsequent Events

 

The Company evaluated all events and transactions that occurred after March 31, 2026 up through May 12, 2026, which is the date that these unaudited condensed consolidated financial statements are available to be issued, there were no other material subsequent events that require disclosure in these consolidated financial statements other than disclosed below which has no effect on the unaudited condensed consolidated financial statements.

 

On April 6, 2026, the Company issued 200,000 shares of common stock at par value $0.001 to American Ventures LLC.

 

On April 9, April 24, April 28 and May 5, 2026, 400,000, 250,000, 300,000 and 250,000 common A warrants were exercised and converted into a total of 1,200,000 shares of common stock of the Company at par value of $0.001, respectively.

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Introductory Note

 

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the “Company,” “we,” “us” or “our” are references to the combined business Aureus Greenway Holdings Inc. and its subsidiaries. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting our results of operations, liquidity, capital resources and contractual obligations. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere herein.

 

General Overview of Operations

 

We own and operate two public golf country clubs in Florida that we acquired in 2014. Our golf country clubs include two golf-courses with over 13,000 yards of combined fairways, clubhouses boasting food and beverage options, aquatic golf ranges, and pro shops to assist any level of golfers. Our two golf country clubs are situated on over 289 acres of multi-service recreational property.

 

Each of our golf country clubs is organized into four revenue streams: (i) golf operations, (ii) sales of food and beverage; (iii) sales of merchandise; and (iv) ancillary income.

 

Management’s Plans

 

Over the next twelve months, we plan to continue to promote, market, manage and operate our golf country clubs with the intent to (i) attract and retain customers across a number of demographic groups to further develop customer loyalty and capture a greater share of customers in the greater Orlando Florida region and (ii) increase revenue from managing and operating our golf country clubs.

 

We believe attracting and retaining customers while increasing customer engagement and loyalty by providing what we believe to be a high quality golfing experience will drive our revenue. Drivers of our revenue growth will require continued efforts in maintaining and improving upon the quality of our customers’ experiences at our golf country clubs. To that end, we have successfully completed the following major renovations during Q3 of 2025:

 

	●	Installing 19 brand new TiffEagle greens at Remington Golf Club;
	●	Extensively renovated the interior and exterior of the Clubhouse at Kissimmee Bay Country Club

 

Key Factors Affecting our Results of Operations

 

a.

Seasonality and weather

 

Our businesses are subject to seasonality and typically the first quarter of each year is our busiest season of the year. Then, even during our busy season, our business activities are affected by weather conditions. For the three months ended March 31, 2026, we did not experience an unusual number of rainy days, and our total revenue increased by 11% compared to the same period in 2025, driven by higher customer demand across all revenue streams.

 

 

b.

Cost of maintenance due to inflation

 

The DTE Agreement was renewed in 2022 and the renewed contractual price has been fully reflected in Q1 2025. The higher contractual price is a reflection of the inflationary environment that has subsequently impacted the labor, fertilizer and chemical markets. The maintenance cost and contract with DTE was further renewed in November 2025 and the contractual price has been increased by approximately 10% starting from November 2025.

 

Basis of Presentation

 

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. They include the financial statements of the Company and its subsidiaries. All transactions and balances among these entities have been eliminated upon consolidation.

 

The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2026, and results of operations and cash flows for the three months ended March 31, 2026 and 2025. The unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and related notes included in the Company’s audited consolidated financial statements.

 

Critical Accounting Policies, Judgments and Estimates

 

We have identified certain accounting policies that are significant to the preparation of our Group’s financial information. Some of our accounting policies involve subjective assumptions and estimates, as well as complex judgements relating to accounting items. In each case, the determination of these items requires management judgements based on information and financial data that may change in future periods. When reviewing our financial statements, you should consider: (i) our selection of accounting policies; and (ii) the results to changes in conditions and assumptions. We set forth below those accounting policies that we believe are of critical importance to us or involve the most significant estimates and judgements used in the preparation of our Group’s financial statements.

 

Accounts Receivable, net

 

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of March 31, 2026 and December 31, 2025, the Company recognized $5,277 and $5,277 as an allowance for expected credit losses on accounts receivable, respectively.

 

 

Impairment for Long-Lived Assets

 

Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2026 and December 31, 2025, no impairment of long-lived assets was recognized.

 

Leases

 

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of March 31, 2026 and December 31, 2025 are accounted for as operating leases.

 

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

 

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

 

The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

 

Revenue Recognition

 

All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

 

	●	executed contracts with the Company’s customers that it believes are legally enforceable;
	●	identification of performance obligations in the respective contract;
	●	determination of the transaction price for each performance obligation in the respective contract;
	●	allocation the transaction price to each performance obligation; and
	●	recognition of revenue only when the Company satisfies each performance obligation.

 

 

The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.

 

In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations.

 

Revenue from golf operations

 

There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance.

 

The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of March 31, 2026 and December 31, 2025, the Company recorded contract liabilities - deferred revenue of $164,683 and $145,980, respectively.

 

One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration.

 

Sales of merchandise, food and beverage

 

Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.

 

 

Ancillary revenue

 

Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable.

 

Results of Operations

 

		For the three months ended
		March 31,
		2026				2025
Revenue
Golf operations		$	1,129,573			$	1,028,940
Sales of food and beverage			244,805				225,803
Sales of merchandise			58,288				44,504
Ancillary revenue			36,712				29,124
Total revenue			1,469,378				1,328,371
Operating costs:
Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below)			395,808				323,259
Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below)			67,472				65,882
Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below)			29,873				23,298
Salaries and benefits			1,316,175				273,987
Depreciation			63,750				50,784
Other general and administration expenses			1,055,286				238,124
Total operating costs			2,928,364				975,334
(Loss) income from operations			(1,458,986	)			353,037
Other income (expense)
Interest expense			-				(4,491	)
Interest income from investment in convertible note			49,315				-
Other income			240,807				61,995
Total other income			290,122				57,504
(Loss) income before income tax			(1,168,864	)			410,541
Income tax expenses			91,035				144,329
Net (Loss) Income		$	(1,259,899	)		$	266,212

 

 

Revenue

 

Revenues disaggregated by major revenue streams for the three months ended March 31, 2026 and 2025 are disclosed in the table below:

 

		For the three months ended
		March 31,								Changes
		2026				2025				$				%
Golf operations
– annual membership dues		$	70,767			$	34,166			$	36,601				107	%
– one-time green fees			1,058,806				994,774				64,032				6	%
Sales of food and beverage			244,805				225,803				19,002				8	%
Sales of merchandise			58,288				44,504				13,784				31	%
Ancillary revenue			36,712				29,124				7,588				26	%
		$	1,469,378			$	1,328,371			$	141,007				11	%

 

Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall increase in revenue period over period by $141,007 or 11% was mainly due to the increase in all revenue stream.

 

Revenue from golf operations increased by $100,633 or 10% from $1,028,940 for the three months ended March 31, 2025 to $1,129,573 for the three months ended March 31, 2026, which was driven by the increase in both one-time green fees from golf operations by $64,032 or 6% and annual membership dues from golf operations by $36,601 or 107%.

 

Revenue from annual membership dues accounted for 5% and 3% of total revenue for the three months ended March 31, 2026 and 2025. Such increase was mainly due to the increase in demand from customers who paid annual membership dues for the three months ended March 31, 2026.

 

One-time green fees from golf operations accounted for 72% and 75% of total revenue for the three months ended March 31, 2026 and 2025, respectively. Increase in one-time green fees by 6% resulted from the increase in average price per round by 7% from $45 per round for the three months ended March 31, 2025 to $48 per round for the three months ended March 31, 2026 and the total number of rounds remained stable at approximately 22,000 rounds during the three months ended March 31, 2025 and approximately 22,000 rounds during the three months ended March 31, 2026.

 

Increase in revenue from sales of food and beverage by $19,002 or 8% from $225,803 for the three months ended March 31, 2025 to $244,805 for the three months ended March 31, 2026, which was contributed by the increase in quantities sold by 4% from approximately 37,000 for the three months ended March 31, 2025 to approximately 38,000 for the three months ended March 31, 2026 and the average unit price remained stable at $6 per unit for the three months ended March 31, 2025 and $6 for the three months ended March 31, 2026. The increase in quantity sold was in line with increase in golf operations.

 

Increase in revenue from sales of merchandise by $13,784 or 31% from $44,504 for the three months ended March 31, 2025 to $58,288 for the three months ended March 31, 2026, which was contributed by the increase in sales of men’s wear, golf balls and headwear by 31% as a result of the increase in sales to customers playing golf during the three months ended March 31, 2026.

 

Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The increase by $7,588 or 26% was mainly due to increase in demand for rental services for activities and events during the three months ended March 31, 2026.

 

 

Operating expenses

 

Operating expenses consisted of the following:

 

		For the three months ended
		March 31,
		2026				2025				Changes				%
Golf operating costs(1)		$	395,808			$	323,259			$	72,549				22	%
Cost of food and beverage sales(1)			67,472				65,882				1,590				2	%
Cost of merchandise sales(1)			29,873				23,298				6,575				28	%
Salaries and benefits			1,316,175				273,987				1,042,188				380	%
Depreciation			63,750				50,784				12,966				26	%
Other general and administrative expenses			1,055,286				238,124				817,162				343	%
		$	2,928,364			$	975,334			$	1,953,030				200	%

 

(1)

Exclusive of depreciation and salaries and benefits shown separately above.

 

The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses increased from $975,334 for the three months ended March 31, 2025 to $2,928,364 for the three months ended March 31, 2026, which was primarily due to the increases in golf operating costs, salaries and benefits and other general and administrative expenses during the current period with details discussed below.

 

Golf operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Increase in golf operating expenses by $72,549 or 22% from $323,259 for the three months ended March 31, 2025 to $395,808 for the three months ended March 31, 2026 which was attributable to the contractual price for the maintenance contract with Down-to-Earth, which increased as a result of the contract renewal.

 

The increase in cost of food and beverage by $1,590 or 2% from $65,882 for the three months ended March 31, 2025 to $67,472 for the three months ended March 31, 2026 was in line with the increase in sales of food and beverage.

 

Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves. Increase in cost of merchandise sales was in line with the increase in revenue from sales of merchandise.

 

Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management, operating team, cashier and administrative personnel. The increase in salaries and benefits by $1,042,188 or 380% was primarily due to the recognition of stock-based compensation of $996,000 in relation to the restricted stocks issued to directors as direct compensation for their services and the increase in directors fee and an increase in compensation paid to existing and former directors for services provided during the period, including transition and operational support services, by approximately $50,000.

 

Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The increase in depreciation was primarily attributable to the depreciation of significant capital additions made during 2025, including the installation of new greens and major clubhouse renovations.

 

Other general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machineries and equipment, utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative expenses. Increase in other general and administrative expenses by $817,162 or 343% from $238,124 for the three months ended March 31, 2025 to $1,055,286 for the three months ended March 31, 2026 was mainly attributable to the recognition of stock-based compensation of $438,750 to the consultant of the Company as part of their compensation, the increase in legal and consulting fees by approximately $159,000, travelling expenses by approximately $75,000, director’s and officer’s liability insurance by approximately $24,000 and advertising and marketing expenses by approximately $10,000.

 

Other income (expense)

 

Other income (expense) mainly includes interest expenses regarding the bank and other borrowings incurred, bank interest income, dividend from money market accounts and additional service charges from customers who paid by credit cards. The increase in other income (expense) by $232,618 for the three months ended March 31, 2026 was mainly due to the increase in (i) interest income from investment in convertible note; (ii) dividend income generated from cash deposit in money market accounts; and (iii) bank interest income.

 

 

Income tax expenses

 

The Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% to the income tax amount recorded for the three months ended March 31, 2026 and 2025.

 

The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the NOLs and temporary difference can be utilized.

 

As of March 31, 2026, the Company had $811,392 of net operating losses (“NOLs”) which can be carried forward indefinitely.

 

The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.

 

The Company recorded income tax expenses of $91,035 for the three months ended March 31, 2026 and income tax expenses of $144,329 for the three months ended March 31, 2025. Please refer to Note 12 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.

 

Net (loss) income

 

Our net loss for the three months ended March 31, 2026 was $1,259,899 while our net income for the three months ended March 31, 2025 was $266,212. The change from net income to net loss was mainly due to the increase in our operating costs was higher than the increase in our revenue and our other income during the three months ended March 31, 2026.

 

Liquidity and Capital Resources

 

The following table sets forth a breakdown of our current assets and current liabilities as of dates indicated:

 

Working Capital

 

The following table summarizes our cash and working capital as of March 31, 2026 and December 31, 2025:

 

		March 31,				December 31,
		2026				2025				Changes				%
Current assets
Cash and cash equivalents		$	17,519,830			$	28,668,169			$	(11,148,339	)			(39	)%
Accounts receivable – net			41,935				44,751				(2,816	)			(6	)%
Investment in convertible note			20,049,315				-				20,049,315				100	%
Inventories, net			32,966				34,415				(1,449	)			(4	)%
Prepaid expenses			335,666				314,602				21,064				7	%
Other current assets			125				20,124				(19,999	)			(99	)%
Total currents assets		$	37,979,837			$	29,082,061			$	8,897,776				31	%
Current liabilities
Accounts payable, other payables and accrued liabilities		$	426,717			$	688,927			$	(262,210	)			(38	)%
Contract liabilities – deferred revenue			164,683				145,980				18,703				13	%
Operating lease liabilities – current			230,357				242,256				(11,899	)			(5	)%
Due to related parties			34,755				216,598				(181,843	)			(84	)%
Total current liabilities		$	856,512			$	1,293,761			$	(437,249	)			(34	)%
Net Working Capital		$	37,123,325			$	27,788,300			$	9,335,025				34	%

 

 

Accounts receivable

 

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit loss. The balances remained stable as of March 31, 2026 and December 31, 2025.

 

Investment in convertible note

 

On March 23, 2026, the Company received a convertible promissory note from Autonomous Power Corporation (the “Issuer”) with an original principal amount of $20,000,000. The investment in convertible note matures on March 23, 2027 and bears simple interest at a rate of 10% per annum. Interest is payable at maturity or upon earlier conversion, prepayment, or acceleration.

 

The Issuer may prepay the investment in convertible note at any time prior to maturity at an amount equal to the outstanding principal plus accrued interest and any other amounts due (the “Payment Amount”).

 

The investment in convertible note is not convertible at the holder’s option except upon the occurrence of an event of default. Upon an event of default, the holder may convert all or any portion of the Payment Amount into shares of the Issuer’s common stock at a fixed conversion price of $1,979 per share. If no event of default occurs, the investment in convertible note will be settled in cash at maturity.

 

The Company has not elected the fair value option under ASC 825 for this investment in convertible note. Accordingly, the investment in convertible note is measured at amortized cost, which equals the outstanding principal plus accrued but unpaid interest, less any allowance for expected credit losses as required under ASC 326. The Company evaluates the collectability of the investment in convertible note at each reporting period, considering historical information and current conditions. As of March 31, 2026, management has determined that no allowance for expected credit losses is necessary as no event of default has occurred, and the Issuer is expected to perform under the contractual terms. Interest income is recognized on an accrual basis using the effective interest method.

 

The conversion feature is contingent upon an event of default and is not exercisable by the holder absent such an event. As a result, separate derivative accounting under ASC 815 is not required unless and until the contingency is triggered.

 

As of March 31, 2026, the carrying amount of the investment in convertible note was $20,049,315. No event of default had occurred, and the Company has not triggered the conversion feature.

 

Inventories

 

Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears, food and beverages. The Company keeps low inventories since the turnaround time is short.

 

Prepaid expenses

 

Prepaid expenses represent the prepayment for (i) the consultancy service of $293,750; (ii) the prepaid annual listing fee to Nasdaq of $62,966; (iii) the director’s and officer’s liability insurance premium of $41,200; and (iv) other prepaid expenses of $81,500 which was classified as current portion. These prepaid amounts are recognized as expenses over the respective service periods as the related benefits are received.

 

 

On March 17, 2025, the Company entered into a Strategic Services Agreement with Cross Border Capital Limited (“CBCL”), a Hong Kong-based advisory firm, pursuant to which CBCL agreed to provide the Company with business development leads for the acquisition of golf properties in Asia, golf property management contracts, and strategic corporate relationships in China, Japan, South Korea, Taiwan, and Singapore, for a period of 36 months ending March 14, 2028. The total fee under the agreement is $450,000, all of which was paid during fiscal year 2025. The agreement also provides for a success fee equal to 10% of the total contract value or profits of any transaction completed in connection with CBCL’s services. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the three months ended March 31, 2026, $37,500 of consultancy service fee was recognized in statement of operations and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $143,750.

 

Regarding the annual listing fee starting from February 12, 2026 with gross payment of $72,500 and prepaid obligation insurance for directors and officers starting from July 25, 2025 with gross payment of $129,994, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $104,166 in aggregate was recognized as current portion of prepaid expenses.

 

Regarding the golf club membership fees, the Company prepaid $322,500, $38,000, and $20,836 for golf clubs located in mainland China, London, and Scotland, respectively, during the year ended 31 December 2025. The membership periods for these clubs are starting from November 20, 2025 to September 30, 2051, one year starting from January 1, 2026, and one year starting from January 1, 2026, respectively. The prepaid membership fees will be amortized according to the term for the membership since the Company expected the usage will be evenly distributed over the time period. Subsequent to year end On March 23, 2026, the board of directors approved the disposal of all three golf club memberships. The Company entered into two separate agreements to dispose (i) one golf club membership with a carrying amount of $319,998 as of December 31, 2025 for a cash consideration of $322,500 (the original acquisition price by the Company) to Mr. Cheung Chi Ping, former director of the Company, and (ii) two golf club memberships with an aggregate carrying amount of $58,836 as of December 31, 2025 with a cash consideration of $58,836 (the original acquisition price by the Company) to Mr. Cheung Ching Ping, former director of the Company. The disposal prices were based on the original acquisition costs of the memberships, which management believes approximate their fair values. The transactions were approved by the board of directors. All cash consideration of $381,336 was received during the three months ended March 31, 2026.

 

Accounts payable, other payables and accrued liabilities

 

Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable. Decrease in accounts payable and accrued liabilities balance by $262,210 or 38% from $688,927 as of December 31, 2025 to $426,717 as of March 31, 2026 was mainly due to the decrease in accrued expenses by approximately $147,000 as a result of settlement of accrued audit fee by $115,000 and decrease in property tax payable by approximately $78,000 due to the settlement of $104,000 during the current period.

 

Contract liabilities – deferred revenue

 

Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the customers. The increase in this balance by $18,703 or 13% was mainly due to the annual membership dues being received in advance outweighed the revenue recognized during the three months ended March 31, 2026.

 

Operating lease liabilities

 

The operating leases liabilities represented the leases for corporate office, golf cars and golf equipment for terms of four to five years. The operating leases – current remained stable at $230,357 and $242,256 as of March 31, 2026 and December 31, 2025, respectively.

 

 

Amounts due to related parties

 

Amounts due to related parties consist of the following:

 

Name		Relationship		Nature		March 31, 2026				December 31, 2025
Mr. Cheung Ching Ping*		Shareholder and former Director of the Company		Director’s remuneration(1)			-				100,000
Mr. Cheung Ching Ping*		Shareholder and former Director of the Company		Payment of operating costs on behalf of the Company			30,946				12,789
Mr. Cheung Chi Ping**		Shareholder and former Director of the Company		Director’s remunerations(2)			-				100,000
Mr. Cheung Chi Ping**		Shareholder and former Director of the Company		Repayment of borrowings on behalf of the Company			3,809				3,809
						$	34,755			$	216,598

 

*On January 28, 2026, Mr. Cheung Ching Ping resigned as Chairman of the Board and a Director of the Board, effective as of January 29, 2026.

 

** On January 28, 2026, Mr. Cheung Chi Ping resigned as a Director of the Board, effective as of January 29, 2026.

 

Notes:

 

(1)	For the three months ended March 31, 2026, the Company charged $37,500 as director’s remuneration/ salaries to Mr. Cheung Ching Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2025, the director’s remuneration payable to Mr. Cheung Ching Ping of $100,000 was fully settled in January 2026.
(2)	For the sake of compensating Mr. Cheung Chi Ping’s involvement in the daily operations and management of golf operations of the Company, director’s remuneration/ salaries was granted by the Company every year based on the performance of the Company. For the three months ended March 31, 2026 and 2025, the Company charged $37,500 and $nil, respectively, as director’s remuneration/ salaries to Mr. Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2025, the director’s remuneration payable to Mr. Cheung Chi Ping of $100,000 was fully settled in January 2026.

 

Cash Flows

 

The following table summarizes our cash flows from operating, investing and financing activities:

 

		For the three months ended
		March 31,
		2026				2025				Changes
Cash provided by (used in) Operating Activities		$	385,085			$	(81,193	)		$	466,278
Cash used in Investing Activities		$	(20,027,014	)		$	(8,146	)		$	(20,018,868	)
Cash provided by Financing Activities		$	8,493,590			$	7,954,375			$	539,215
Net change in cash and cash equivalents		$	(11,148,339	)		$	7,865,036			$	(19,013,375	)

 

 

Cash Flow from Operating Activities

 

During the three months ended March 31, 2026, our net cash provided by operating activities was approximately $385,085, primarily arising from net loss of $1,259,899, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item mainly consisted of depreciation of $63,750, stock-based compensation of $1,434,750, interest income receivable from investment in convertible note of $49,315 and gain on disposal of club memberships of $2,502. Changes in operating assets and liabilities mainly include (i) a decrease in prepaid expenses of $326,509 mainly due to the disposal of three club membership with carrying amount of $378,834; (ii) a decrease in accounts payable, other payables and accrued liabilities of $262,210 due to decrease in accrued expenses and property tax payable; (iii) a decrease in deferred tax assets of $94,228; and (iv) a increase in contract liabilities of $18,703 due to the annual membership dues being received in advance outweighed the revenue recognized during the three months ended March 31, 2026.

 

During the three months ended March 31, 2025, our net cash used in operating activities was approximately $81,193, primarily arising from net income of $266,212, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item mainly consisted of depreciation of $50,784. Changes in operating assets and liabilities mainly include (i) an increase in accounts receivables of $41,948 due to more customers who paid by credit cards near the period end; (ii) an increase in prepaid expenses of $447,981 due to the prepaid consultancy fee, prepaid annual listing fee to Nasdaq and prepaid director’s and officer’s liability insurance premium during the current period as mentioned above; and (iii) an decrease in accounts payable, other payables and accrued liabilities of $90,902 due to decrease in accrued expenses and property tax payable; and being partially offset by (iv) a decrease in deferred tax assets of $133,858 due to the utilization of NOLs for the current period; and (v) an increase in contract liabilities of $63,444 due to a large portion of annual membership dues being received during the current period of 2025 for services to be used by customers partly in fiscal year 2025.

 

Cash Flows from Investing Activities

 

During the three months ended March 31, 2026, cash flows used in investing activities were mainly for the investment in convertible note of $20,000,000 and purchase of property and equipment of $27,014 for the building improvements.

 

During the three months ended March 31, 2025, cash flows used in investing activities were mainly for the purchase of property and equipment of $14,924 for the clubhouse improvements.

 

Cash Flows from Financing Activities

 

During the three months ended March 31, 2026, cash provided by financing activities was the result of net proceeds from issue of common stocks of $8,073,933, proceeds from the exercise of placing agent warrants of 601,500, and was partially offset by net repayments of related party loans of $181,843.

 

During the three months ended March 31, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093 and partially offset by net repayments of related party loans of $2,336,160, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs during the period right before the successful listing.

 

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.

 

Capital Expenditures

 

We incurred capital expenditures of $27,014 and $14,924 for the three months ended March 31, 2026 and 2025, respectively, which mainly related to the clubhouse improvements and purchase of pump station, respectively.

 

 

Contractual Obligations

 

Lease Agreements

 

The Company has eight leases classified as right of use operating leases for golf cars and golf equipment.

 

Future minimum lease payments under operating leases at March 31, 2026 were as follows:

 

Period ending March 31,		Total
2026 (excluding three months ended March 31, 2026)		$	208,897
2027			247,495
2028			247,495
2029			193,535
2030			63,250
		$	960,672
Less imputed interest			(91,656	)
Operating lease liabilities		$	869,016

 

Future minimum lease payments under operating leases as of December 31, 2025 were as follows:

 

Year ending December 31,		Total
2026		$	285,740
2027			247,495
2028			247,495
2029			193,535
2030			63,250
		$	1,037,515
Less imputed interest			(103,737	)
Operating lease liabilities		$	933,778

 

Cash Flow Sufficiency

 

In order to meet the debt obligations and operating needs of our business, our management expects to satisfy the cash flow needs and through (i) maintaining stable relationships with banks in order to renew the bank borrowings upon maturity or to arrange for additional banking facilities for use when necessary; (ii) closely monitoring the collection status of accounts receivable and actively following up with our customers for settlements; (iii) diversifying and broadening our customer base to avoid reliance on particular customers and to expand our sources of revenue and cash flow; (iv) effectively managing accounts payable and negotiating for longer credit periods from suppliers, when necessary; (v) obtaining financial support from our Controlling Shareholder and investors to meet short-term operating expenses; and (vi) continuing to focusing on improving operational efficiency and cost reductions and enhancing efficiency.

 

The Company successfully raised a total net proceed of $10.65 million, after deducting underwriting discounts and commission and other offering expenses, from its initial public offering on February 13, 2025.

 

On July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate net proceeds of approximately $23.52 million, after deducting fees and offering expenses.

 

As of March 31, 2026, the Company held $17.5 million cash and cash equivalents and $20.1 million investment in convertible note. This investment in convertible note is not a cash equivalent. It matures on March 23, 2027, bears interest at 10% per annum, and is not convertible at the holder’s option unless an event of default occurs. Accordingly, the note does not contribute to the Company’s short-term liquidity for working capital or operating needs. Management expects the note to be settled in cash at maturity (or earlier prepayment) and does not rely on it to fund ongoing operations.

 

 

Taking into consideration the successful IPO listing on the Nasdaq Capital Market in February 2025, the private placement in July 2025, the Company’s existing cash and cash equivalents of $17.5 million, expected cash flows from operations, and the measures described above, management believes that the Company has sufficient liquidity to meet its anticipated cash needs for at least the next twelve months from the date of this report. The investment in convertible note does not impair liquidity, as it is separate from the Company’s cash resources and will not require any cash outlay by the Company prior to its maturity.

 

Material Weaknesses

 

During the three months ended March 31, 2026, management identified material weaknesses in the Company’s internal control over financial reporting related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; and (ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting. As of March 31, 2026, these material weaknesses had not been fully remediated. The Company intends to implement measures designed to improve its internal control over financial reporting, including hiring additional qualified accounting and financial reporting personnel and enhancing the formal documentation of polices and controls.

 

Quantitative and Qualitative Disclosure About Market Risk

 

Credit Risk

 

The Company’s principal financial assets are cash and cash equivalents, accounts and other receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

Management believes that the Company is not exposed to any significant credit risk with respect to its cash.

 

The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as at March 31, 2026 and December 31, 2025 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.

 

Vendor concentration risk

 

As of March 31, 2026 and December 31, 2025, the Company owed 91% and 87% of accounts payable to a key supplier, respectively.

 

For the three months ended March 31, 2026 and 2025, one vendor accounted for 11% and 26% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the three months ended March 31, 2026 and 2025, respectively.

 

Interest rate risk

 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.

 

The Company is not materially exposed to interest rate risk on the investment in convertible note because the note is measured at amortized cost, not fair value. Changes in market interest rates do not affect the carrying amount or interest income recognized, provided no impairment occurs. Additionally, the fixed 10% rate is locked in until maturity, and the Company intends to hold the note to maturity.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

 

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including through operations and financial support from our stockholders and financial institutions. We are continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Management believes that the Company’s existing cash and cash equivalents, together with cash flows from operations, are sufficient to meet its liquidity needs for the next twelve months, and the Company does not have any going concern uncertainties.

 

Market Risk

 

Market risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required by this item.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act at the end of the period covered by this quarterly report.

 

Based on this evaluation, the Interim Chief Executive Officer and Chief Financial Officer concluded that, as of end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information (i) is accumulated and communicated to management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. 

 

We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  

 

 

PART II—OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.

 

As of the date of this Quarterly Report, we are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

 

ITEM 1A.

RISK FACTORS

 

As a smaller reporting company, we are not required to make disclosures under this item.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

Trading Arrangements of Section 16 Reporting Persons.

 

During the quarter ended March 31, 2026, no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common shares (i.e. directors and certain officers of the Company) maintained, adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.

 

ITEM 6.

Exhibits

 

EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer required by Rule 13a-14(a).
31.2*		Certification of Principal Financial Officer required by Rule 13a-14(a).
32.1**		Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

 

*	Filed herewith.
**	Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: May 12, 2026
	AUREUS GREENWAY HOLDINGS INC.
	By:	/s/ Matthew J. Saker
		Matthew J. Saker
		Interim Chief Executive Officer, and Director
		(Principal Executive Officer)
	By:	/s/ Sam Wai Sing Lui
		Sam Wai Sing Lui
		Chief Financial Officer
		(Principal Financial and Accounting Officer)