FGNV's Net Loss Narrows, But Discontinued Ops Drag Down Assets

TL;DR

**FGNV is shedding assets and bleeding cash, making it a highly speculative bet with significant going concern risks.**

AI Summary

FORGE INNOVATION DEVELOPMENT CORP. (FGNV) reported a net loss of $1,038,886 for the nine months ended September 30, 2025, a 29.6% improvement from the $1,475,098 net loss in the prior year period. Revenue from property management income from related parties increased significantly to $28,000 for the nine months ended September 30, 2025, up from $0 in the same period of 2024. However, the company incurred a substantial loss from discontinued operations of $977,152 for the nine months ended September 30, 2025, compared to $426,202 in 2024, primarily due to the disposal of its 51% interest in Legend International Investment, LP (Legend LP) on July 27, 2025. Total assets decreased dramatically from $8,215,198 as of December 31, 2024, to $163,696 as of September 30, 2025, largely due to the derecognition of assets from discontinued operations. The company's accumulated deficit grew to $4,793,313 as of September 30, 2025, from $3,754,427 at December 31, 2024, raising substantial doubt about its ability to continue as a going concern.

Why It Matters

FGNV's significant reduction in total assets from over $8 million to $163,696, primarily due to the disposal of its Legend LP interest, signals a major strategic shift and potential contraction of its real estate development focus. For investors, this raises questions about the company's future growth prospects and asset base, especially given the accumulated deficit of $4,793,313 and the 'going concern' warning. Employees and customers of the divested Legend LP operations will experience direct impacts from the ownership change. In a competitive real estate market, FGNV's ability to secure new funding and achieve profitability is critical for its long-term viability.

Risk Assessment

Risk Level: high — The company explicitly states an accumulated deficit of $4,793,313 as of September 30, 2025, and recurring losses from operations since inception, which 'raise substantial doubt about the ability of the Company to continue as a going concern.' Cash at the end of the period was $0, down from $32,403 at the beginning of the period, indicating severe liquidity issues.

Analyst Insight

Investors should exercise extreme caution and consider FGNV a high-risk speculative investment. Given the 'going concern' warning and zero cash balance, a deep dive into the company's specific business plan and future funding strategies is essential before any investment, as the current financial health is precarious.

Financial Highlights

debt To Equity

N/A

revenue

$28,000

operating Margin

N/A

total Assets

$163,696

total Debt

N/A

net Income

-$1,038,886

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $1,038,886 — Net Loss (for the nine months ended September 30, 2025, an improvement from $1,475,098 in 2024.)
• $28,000 — Property Management Income (for the nine months ended September 30, 2025, up from $0 in 2024.)
• $977,152 — Loss from Discontinued Operations (for the nine months ended September 30, 2025, significantly higher than $426,202 in 2024.)
• $163,696 — Total Assets (as of September 30, 2025, a sharp decrease from $8,215,198 at December 31, 2024.)
• $4,793,313 — Accumulated Deficit (as of September 30, 2025, indicating ongoing losses and raising going concern doubts.)
• $0 — Cash (as of September 30, 2025, highlighting severe liquidity issues.)
• 50,389,011 — Common Stock Shares Outstanding (consistent as of September 30, 2025 and December 31, 2024.)
• $1,377,000 — Consideration for Legend LP Transfer (non-cash consideration for transferring 51% interest in Legend LP.)

Key Players & Entities

• FORGE INNOVATION DEVELOPMENT CORP. (company) — registrant
• Legend International Investment, LP (company) — subsidiary disposed of
• Legend Investment Management, LLC (company) — related party in asset transfer
• $1,038,886 (dollar_amount) — net loss for nine months ended Sept 30, 2025
• $1,475,098 (dollar_amount) — net loss for nine months ended Sept 30, 2024
• $28,000 (dollar_amount) — property management income for nine months ended Sept 30, 2025
• $977,152 (dollar_amount) — loss from discontinued operations for nine months ended Sept 30, 2025
• $4,793,313 (dollar_amount) — accumulated deficit as of September 30, 2025
• $163,696 (dollar_amount) — total assets as of September 30, 2025
• $8,215,198 (dollar_amount) — total assets as of December 31, 2024

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's accumulated deficit grew to $4,793,313 as of September 30, 2025, from $3,754,427 at December 31, 2024. Coupled with a drastic decrease in total assets to $163,696 from $8,215,198, this raises substantial doubt about its ability to continue as a going concern.
• Discontinued Operations Impact [high — operational]: A substantial loss of $977,152 from discontinued operations was incurred for the nine months ended September 30, 2025, compared to $426,202 in 2024. This was primarily due to the disposal of its 51% interest in Legend International Investment, LP.
• Severe Liquidity Constraints [high — financial]: The company reported $0 cash as of September 30, 2025, highlighting severe liquidity issues. This lack of cash, combined with significant operating losses, poses a critical challenge for meeting short-term obligations.
• Asset De-recognition [high — financial]: Total assets decreased dramatically from $8,215,198 as of December 31, 2024, to $163,696 as of September 30, 2025. This reduction is largely attributed to the derecognition of assets from discontinued operations, significantly shrinking the company's asset base.

Industry Context

FORGE INNOVATION DEVELOPMENT CORP. appears to be in a transitional phase, potentially shifting away from its previous operational focus due to the disposal of Legend LP. The increase in property management income from related parties suggests a possible pivot or increased reliance on internal transactions. The broader real estate or investment management industry is subject to economic cycles, interest rate fluctuations, and regulatory changes.

Regulatory Implications

The company's financial distress and going concern issues may attract scrutiny from regulatory bodies. Failure to address liquidity and solvency concerns could lead to delisting or further regulatory action. Compliance with reporting requirements for discontinued operations and asset disposals is critical.

What Investors Should Do

1. Monitor the company's cash burn rate and ability to secure financing to address severe liquidity constraints.
2. Analyze the sustainability and profitability of the property management income from related parties.
3. Evaluate the strategic rationale and execution of the Legend LP disposal and its long-term impact on the company's core business.
4. Assess the likelihood of the company overcoming going concern doubts through operational improvements or capital infusion.

Key Dates

• 2025-07-27: Disposal of 51% interest in Legend International Investment, LP — This event led to a significant loss from discontinued operations and a dramatic reduction in total assets, fundamentally altering the company's financial structure.
• 2025-09-30: End of Nine-Month Period — Reporting period for the 10-Q, showing a net loss of $1,038,886 and a sharp decline in total assets, raising going concern doubts.

Glossary

Discontinued Operations

A component of a business that the reporting entity has disposed of or classified as held for sale, and that represents a separate major line of business or geographical area of operations. (The significant loss from discontinued operations ($977,152) heavily impacted the company's overall net loss and asset base.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income or other gains. (The increase in accumulated deficit to $4,793,313 raises substantial doubt about the company's ability to continue as a going concern.)

Going Concern

The assumption that a company will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. (The company's financial condition, including its accumulated deficit and lack of cash, raises substantial doubt about its ability to continue as a going concern.)

Derecognition

The removal of a previously recognized asset or liability from an entity's balance sheet. (The derecognition of assets from discontinued operations significantly reduced the company's total assets.)

Year-Over-Year Comparison

Compared to the prior year period, FORGE INNOVATION DEVELOPMENT CORP. has improved its net loss by 29.6% to $1,038,886 for the nine months ended September 30, 2025. However, this improvement is overshadowed by a significant increase in losses from discontinued operations and a drastic reduction in total assets from $8,215,198 to $163,696, primarily due to asset derecognition. The company's cash position has deteriorated to $0, and its accumulated deficit has grown, intensifying going concern doubts.

Filing Documents

• form10-q.htm (10-Q) — 545KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 10KB
• 0001493152-25-024746.txt ( ) — 3269KB
• fgnv-20250930.xsd (EX-101.SCH) — 26KB
• fgnv-20250930_cal.xml (EX-101.CAL) — 55KB
• fgnv-20250930_def.xml (EX-101.DEF) — 136KB
• fgnv-20250930_lab.xml (EX-101.LAB) — 246KB
• fgnv-20250930_pre.xml (EX-101.PRE) — 190KB
• form10-q_htm.xml (XML) — 326KB

FINANCIAL INFORMATION

Part I. FINANCIAL INFORMATION:

Financial Statements

Item 1. Financial Statements: 1 Consolidated Balance Sheets, September 30, 2025 (unaudited) and December 31, 2024 2 Consolidated Statements of Operations (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024 3 Consolidated Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 2025 and 2024 4 Consolidated Statements of Changes in Equity (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024 5 Notes to Condensed Consolidated Financial Statements (unaudited) 6

Management's Discussion and Analysis and Plan of Operation

Item 2. Management's Discussion and Analysis and Plan of Operation 12

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 14

Controls and Procedures

Item 4. Controls and Procedures 14

OTHER INFORMATION

Part II. OTHER INFORMATION:

Legal Proceedings

Item 1. Legal Proceedings 15

Risk Factors

Item 1A. Risk Factors 15

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 15

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 15

Other Information

Item 5. Other Information 15

Exhibits

Item 6. Exhibits 16

SIGNATURES

SIGNATURES 17 EXHIBIT INDEX 18 i NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless expressly indicated or the context requires otherwise, the terms "Forge," "Company," "we," "us," and "our" in this document refer to Forge Innovation Development Corp., a Nevada corporation. PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FORGE INNOVATION DEVELOPMENT CORP. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets, September 30, 2025 (unaudited) and December 31, 202 4 2 Consolidated Statements of Operations (unaudited) for the Three and Nine Months ended September 30, 2025 and 2024 3 Consolidated Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 2025 and 20

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