What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-28 · 314 added, 308 removed, 222 unchanged (74% of the section changed)

34 unchanged sentences

and (iv) ancillary income.

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.

Company raised total net proceeds of approximately US$10.6 million after deducting underwriting discounts and commissions and offering

the next twelve months, we plan to continue to promote, market, manage and operate our golf country clubs with the intent to (i) attract

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quality golfing experience will drive our revenue.

Drivers of our revenue growth will require further steps to maintain and build on

quality experiences at our golf country clubs.

To achieve the foregoing, we intend to focus on:

and modernizing our golf country clubs to promote more enjoyable use of our facilities;

new regional customers from the growth of the surrounding greater Orlando Florida region through marketing efforts;

our portfolio through regional country club acquisitions.

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:

19 brand new TiffEagle greens at Remington Golf Club;

renovated the interior and exterior of the Clubhouse at Kissimmee Bay Country Club

In addition, we will continue to review and seek to expand our portfolio through regional country club acquisitions.

Factors Affecting our Results of Operations

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our busy season, our business activities are affected by weather conditions.

In 2023, we believe that we experienced very few rainy days

during the first quarter making almost every day of the busiest season a suitable day for playing golf.

In 2025, we experienced more than average rainy days during

the first three months ended March 31, 2025 causing our revenue to be under pressure.

of maintenance due to inflation

maintenance contract with our major vendor, SSS Down to Earth, LLC (“DTE”) an independently contracted country club consultancy

and golf maintenance company, was only renewed in 2022 and the renewed contractual price did not fully reflect the inflationary environment

that subsequently impacted the labor, fertilizer and chemical markets.

In order to maintain our golf courses at a quality level that

is consistent with our price points, after thorough discussions with the management of DTE, we had agreed to increase our contract price

with DTE by a total of $200,000 starting in October 2023.

This increase did not fully impact our cost basis in 2023 but will be in 2024.

The maintenance cost and contract with DTE may be subject to further increases in 2024 if the inflationary environment continues to impact

our maintenance needs.

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.

and upgrading of our golf courses and clubhouses

disclosed in our prospectus dated February 11, 2025, some of the net proceeds from the initial public offering will be used for renovation

and upgrading of our golf courses, clubhouse and facilities.

Through careful planning and scheduling, we completed an extensive interior

and exterior renovation of our clubhouse located at Kissimmee Bay Country Club with no disruption to daily business operations.

in case of Remington Golf Club, the golf club had to be temporarily closed for renovation starting from May 17, 2025.

The renovation

was successfully completed, and the golf club was re-opened on October 3, 2025.

During the renovation period, we removed all old greens

at Remington Golf Club and installed new TifEagle greens.

The renovation project had an adverse effect on our

businesses revenue at Remington Golf Club.

The results of operations and the financial impact has been reflected in our results for the

year ended December 31, 2025.

of Presentation

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Accounting Policies, Judgments and Estimates

have identified certain accounting policies that are significant to the preparation of our Group’s financial information.

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;

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.

prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).

GAAP represents a comprehensive set of accounting and disclosure rules and requirements.

In preparing the consolidated financial statements

in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts

of revenues and expenses during the reporting year.

estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable

under the circumstances, the results of which form the basis for making judgements about carrying values of assets and liabilities that

are not readily apparent from other sources.

Significant items subject to such estimates and assumptions include, but are not limited

to, the allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment, estimated

incremental borrowing rate of lease and the valuation of stock-based compensation.

Actual results could differ from those estimates.

reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other

uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

Our critical accounting policy and practice is revenue recognition, property and equipment, stock-based compensation and income tax.

For the details of the accounting policies of these critical accounting policies, please refer to Note 2 to the consolidated financial

of Operations

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Salaries and benefits

Legal and professional fees

Other general and administration expenses

Total operating costs

(Loss) income from operations

Loss from operations

Other income (expense)

Interest expense

Total other income (expense), net

(Loss) income before income tax

Total other income, net

Loss before income tax

Income tax (benefits) expenses

Net (Loss) Income

disaggregated by major revenue streams for years ended December 31, 2025 and 2024 are disclosed in the table below:

For the Years

For the Years Ended

Golf operations

membership dues

– annual membership dues

– one-time green fees

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Sales of merchandise

for the years ended December 31, 2024 and 2023

Ancillary revenue

revenue is mainly comprised of golf operations, sales of food and beverage and sales of merchandise.

Overall decrease in revenue period

over period by $256,351 or 7% was mainly due to the decrease in one-time green fees from golf operations and the associated sales of

food and beverage and merchandise, and partially offset by the increase in annual membership dues.

over period by $333,984 or 10% was mainly due to the decrease in all revenue stream.

from golf operations decreased by $268,802 or 11% from $2,443,178 for the year ended December 31, 2024 to $2,174,376 for the year ended

December 31, 2024, which was mainly driven by the decrease in one-time green fees from golf operations by $335,497 or 14%, partially

offset by the increase in annual membership dues by $134,819 or 80%.

from annual membership dues accounted for 9% and 5% of total revenue for the years ended December 31, 2024 and 2023.

It increased by

$134,819 or 80% mainly due to more receipts in advance closed to the year ended December 31, 2023 and deferred to be recognized as revenue

during the year ended December 31, 2024.

December 31, 2025, which was mainly driven by the decrease in one-time green fees from golf operations by $255,437 or 12% and the decrease

in annual membership dues by $13,365 or 4%.

from annual membership dues accounted for 10% and 9% of total revenue for the years ended December 31, 2025 and 2024, respectively.

decreased by $13,365 or 4% mainly due to the lower demand for annual memberships, a direct result of one of our golf courses being closed

for renovation from May 17, 2025 to October 2, 2025.

green fees from golf operations accounted for 64% and 65% of total revenue for the years ended December 31, 2025 and 2024 respectively.

Decrease in one-time greens fees by 12% resulted from the decrease in total number of rounds by approximately 9% from approximately 56,000

66,000 rounds during the year ended December 31, 2023 to approximately 56,000 rounds during the year ended December 31, 2024 despite

the increase in average price per round by approximately 3% from $37 per round for the year ended December 31, 2023 to $38 per round

for the year ended December 31, 2024.

Decrease in number of rounds was mainly due to more rainy days during the year ended December 31,

rounds during the year ended December 31, 2024 to approximately 51,000 rounds during the year ended December 31, 2025 and the decrease

in average price per round by approximately 3% from $38 per round for the year ended December 31, 2024 to $37 per round for the year

ended December 31, 2025.

The decrease in revenue was due to one of our golf courses, Remington Golf Club, was closed for renovation during

the period as mentioned above.

in revenue from sales of food and beverage by $33,741 or 5% from $648,738 for the year ended December 31, 2024 to $614,997 for the year

ended December 31, 2024 was contributed by a decrease in quantities sold by 11% from approximately 116,000 pieces of food and beverage

for the year ended December 31, 2023 to approximately 103,000 pieces of food and beverage for the year ended December 31, 2024 while

the average unit price remained stable at $6 per unit for both periods.

The decrease in quantities sold was in line with decrease in

golf operations.

in revenue from sales of merchandise by $23,188 or 17% from $138,450 for the year ended December 31, 2023 to $115,262 for the year ended

December 31, 2024 was contributed by a decrease in sales of golf balls, men’s wear and headwear by 17% as a result of the decrease

in customers playing golf during the year ended December 31, 2024 which was mainly due to the decrease in revenue from golf operations

as a result of decrease in customers visiting our pro shops.

revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers.

The increase slightly by $1,058 or 1% was mainly due to an increase in demand for rental services for activities and events during the

year ended December 31, 2024.

for the years ended December 31, 2023 and 2022

revenue is comprised of golf operations, sales of food and beverage and sales of merchandise.

Overall increase in revenue year over year

by $546,058 or 18% was mainly due to the increase in one-time green fees from golf operations, sales of food and beverage and sales of

merchandise which was partially offset by decrease in annual membership dues from golf operations.

from golf operations increased by $333,241 or 14% from $2,310,615 for the year ended December 31, 2022 to $2,643,856 for the year ended

December 31, 2023, which was driven by the increase in one-time green fees from golf operations by $395,392 or 19% which partially offset

the decrease in annual membership dues from golf operations by $62,151 or 27%.

green fees from golf operations accounted for 70% and 69% of total revenue for the years ended December 31, 2023 and 2022 respectively.

Increase in one-time greens fees by 19% resulted from the increase in total number of rounds by 10% from approximately 50,000 rounds

during fiscal year ended 2022 to approximately 55,000 rounds during fiscal year ended 2023 as well as the increase in average price per

round by 8% from $39 per round December 31, 2022 to $42 per round for the year ended December 31, 2023.

memberships decreased by 27% was mainly due to most of the annual membership dues being received during the third quarter during the

year ended December 31, 2023 and the remaining unused monthly services were deferred to the year of 2024.

in revenue from sales of food and beverage by $164,587 or 32% from $517,694 for the year ended December 31, 2022 to $682,281 for the

year ended December 31, 2023, which was contributed by the increase in quantities sold by 16% from approximately 100,000 for the year

ended December 31, 2022 to approximately 116,000 for the year ended December 31, 2023 and the average unit price remained stable at $6

per unit for the year ended December 31, 2022 and $6 for the year ended December 31, 2023.

The increase in quantity sold was in line

with increase in golf operations.

ended December 31, 2025 was contributed by a decrease in quantities sold by 5% from approximately 103,000 for the year ended December

31, 2024 to approximately 98,000 for the year ended December 31, 2025 while the average unit price remained stable at $6 per unit for

The decrease in quantities sold was in line with decrease in golf operations.

in revenue from sales of merchandise by $9,882 or 9% from $115,262 for the year ended December 31, 2024 to $105,380 for the year ended

December 31, 2023, which was contributed by the increase in sales of golf balls, men’s and ladies’ wear and gloves by 44%

as a result of the increase in sales to customers playing golf during the year ended December 31, 2023.

December 31, 2025 was contributed by a decrease in sales of golf balls, men’s and ladies’ wear and gloves by 12% as a result

of the decrease in customers playing golf during the year ended December 31, 2025.

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 $9,146 or 11% was mainly due to increase in demand for rental services for activities and events during the year ended

December 31, 2023.

The decrease by $21,559 or 24% was mainly due to the decrease in demand for rental services for activities and events during the year

ended December 31, 2025.

expenses consisted of the following:

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Salaries and benefits

Legal and professional fees

Other general and administrative expenses

of depreciation and salaries and benefits shown separately above.

for the years ended December 31, 2024 and 2023

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

by $178,839 or 5% from $3,301,554 for the year ended December 31, 2023 to $3,480,393 for the year ended December 31, 2024, which was

primarily due to increases in golf operating costs, salaries and benefits and depreciation and partially offset by the decrease in cost

of food and beverages sales and cost of merchandise sales during the current year with details discussed below.

operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping.

Golf operating expenses increased by $178,069 or 15% from $1,189,889 for the year ended December 31, 2023 to $1,367,958 for the year

ended December 31, 2024, which was attributable to the increase in contractual landscaping and repair and maintenance by $115,715 with

our largest vendor, Down to Earth, during the year ended December 31, 2024 as a result of inflation.

decrease in cost of food and beverage sales by $22,624 or 11% from $209,226 for the year ended December 31, 2023 to $186,602 for the

year ended December 31, 2024 was in line with the decrease in sales of food and beverage.

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 by $3,890,183 or 112% from $3,480,393 for the year ended December 31, 2024 to $7,370,576 for the year ended December 31,

2025, which was primarily due to the increase in salaries and benefits and other general and administrative expenses during the

current year with details discussed below.

operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and

Increase in golf operating costs by $45,478 or 3% from $1,367,958 for the year ended December 31, 2024 to $1,413,436

for the year ended December 31, 2025 which was attributable to the contractual price for the maintenance contract with

Down-to-Earth, which increased as a result of the contract renewal.

increase in cost of food and beverage sales by $18,051 or 10% from $186,602 for the year ended December 31, 2024 to $204,653 for the

year ended December 31, 2025 was mainly due to higher raw material prices for food and beverages during the year.

cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wear, gloves and headwear.

Decrease in cost of merchandise sales by $37,799 was in line with the decrease in revenue from golf operations.

Increase in cost of merchandise sales by $2,248 was due to the increase in purchasing cost of merchandise goods by our suppliers because

inflation increases their production and operational costs.

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 $40,216 or 6% was primarily due to the increase in mandatory

minimum wage by $1 per hour and the salaries paid to the Chief Financial Officer who had joined the Company since November 2023.

The increase in salaries and benefits by $2,576,740 or 356% was primarily due to the increase in

stock-based compensation by $1,890,958 in relation to the grant of stock options, the increase in directors’ fee by approximately

$456,000 and the increase in salaries paid to the Chief Financial Officer by approximately $140,000.

depreciation is mainly derived from depreciation of the recreational building, golf carts, pump stations and other operating equipment.

The increase in depreciation was mainly due to the replacement of a pump station having 15 years useful life and air-conditioning system

having 5 years of useful life with total acquisition costs of $181,471, of which $103,436 was paid and recognized as prepayment for acquisition

of property and equipment in the prior year.

The increase in depreciation was mainly due to the additions of property and equipment of $1,074,008 during the current year.

The increase in our legal and professional fees by

$433,116 or 1 44 % was mainly due to the (i) increase in legal costs by approximately $280,000 resulted from various corporate exercises

conducted during the year, such as the grant of stock options and the private placement;

and (ii) consultancy service fee of $118,750

was recognized during the year.

general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machinery and equipment,

utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative

Other general and administrative expenses remained stable at $951,616 for the year ended December 31, 2023 and $945,687 for

the year ended December 31, 2024.

for the years ended December 31, 2023 and 2022

operating expenses of the Company mainly consists 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

by $761,146 or 30% from $2,540,408 for the year ended December 31, 2022 to $3,301,554 for the year ended December 31, 2023 which was

primarily due to increases across all operating cost categories during the current year discussed below.

operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping.

Increase in golf operating expenses increased by $174,037 or 17% from $1,015,852 for the year ended December 31, 2022 to $1,189,889 for

the year ended December 31, 2023 which was attributable to the increase in number of rounds by golf players as discussed in revenue above

which was resulted in increase in the frequency of landscaping and repair and maintenance of equipment required by 16%.

increase in cost of food and beverage by $41,612 or 25% from $167,614 for the year ended December 31, 2022 to $209,226 for the year ended

December 31, 2023 was in line with the increase in sales of food and beverage.

cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves.

in cost of merchandise sales was mainly due to the combined effect of (i) increase in revenue from sales of merchandise;

and (ii) average

purchase costs for golf balls, men’s and ladies’ wear and gloves increased by 43%.

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 23% was primarily due to increased mandatory minimum wage

and inflation driven cost of living adjustments to key management members and staff by 23% as compared to prior year.

depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment.

in depreciation was mainly due to the acquisition of a pump station, cooler and freezer and air-conditioning system resulting in an aggregate

depreciation of approximately $148,000 during the year ended December 31, 2023.

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

Increase in other general and administrative expenses by $795,163 or 123% from $645,406 for the year ended December 31, 2024

to $951,616 for the year ended December 31, 2023 was attributable to the increase in insurance expenses by approximately $35,000 resulted

in obtaining coverage in the State of Florida;

(ii) increase in repair and maintenance of restaurant machineries and equipment by $30,000;

and (iii) increase in audit fee of $268,000 for listing purpose.

to $1,440,569 for the year ended December 31, 2025 was mainly attributable to the increase in legal and consulting fees by approximately

$400,000, rental expenses by approximately $100,000, travelling expenses by approximately $204,000, director’s and officer’s

liability insurance by approximately $345,000 and charitable donations by approximately $68,000.

income (expenses)

income (expenses) mainly includes interest expenses regarding the bank other borrowings incurred, bank interest income and

additional service charges from customers who paid by credit cards.

The increase in other income by $21,563 for the year ended

December 31, 2024 and the decrease in other expenses by

$25,001 for the year ended December 31, 2023 was mainly due to the increase in service charges from customers due to more

usage of credit cards by the customers and increase in bank interest income.

tax expenses (benefits)

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 $618,489 for the year ended December 31, 2025 was mainly due to the dividend income generated from cash deposit in money market accounts

following the successful listing of our common stocks on Nasdaq.

tax (benefits) expenses

Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax

3 unchanged sentences

assets if it is more likely than not that the Company will not realize tax assets through future operations.

Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law.

upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.

Company’s deferred tax asset and income tax expenses are computed at the federal statutory rate of 21% and state of Florida tax

rate of 5.5% to the income tax amount recorded for the years ended December 31, 2024 and 2023.

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 years ended December 31, 2025 and 2024.

Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which

the net operating losses and temporary difference can be utilized.

of December 31, 2024, the Company had $857,177 of net operating losses (“NOLs”) which can be carried forward indefinitely.

of December 31, 2025, the Company had $1,166,970 of net operating losses (“NOLs”) which can be carried forward

indefinitely.

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

Company recorded income tax expenses of $20,936 for the year ended December 31, 2024 while income tax benefits of $135,265 for the year

ended December 31, 2023 and income tax expenses of $117,757 for the year ended December 31, 2022.

Please refer to Note 12 – Income

Tax to the Consolidated Financial Statements for more details.

(loss) income

net loss for the year ended December 31, 2024 was $183,700 as compared to a net income of $386,128 for the year ended December 31, 2023.

The decrease in net income by $569,828 or 148% was mainly due to the decrease in our revenue by $256,351 and increase in our operating

costs by $178,839 mainly due to the increase in golf operating costs as mentioned above and increase in income tax expense due to utilization

of NOLs for the year ended December 31, 2024.

income for the years ended December 31, 2023 and 2022, was $386,128 and $323,193, respectively.

The increase of net income by $62,935

or 19% was mainly due to the increase in our revenue during the year ended December 31, 2023 and recognition of deferred tax assets on

NOLs as discussed above.

Company recorded income tax benefits of $91,412 for the year ended December 31, 2025 and income tax expenses of $20,936 for the

year ended December 31, 2024.

Please refer to Note 12 – Income Tax to the Consolidated Financial Statements for more details.

net loss for the year ended December 31, 2025 was $3,677,030 as compared to a net loss of $183,700 for the year ended December 31,

The increase in net loss by $3,493,330 or 1,902% was mainly due to the decrease in our revenue by $333,984 and increase in our

operating costs by $3,890,183 and offset by the increase in other income of $618,489 as mentioned above.

following table summarizes our cash and working capital as of December 31, 2025 and 2024:

Cash and cash

Accounts receivable –

Cash and cash equivalents

Accounts receivable – net

Short-term investment

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Deferred offering costs

current assets

currents assets

Accounts payable and accrued

Contract liabilities –

deferred revenue

Bank and other borrowings

Operating lease liabilities

related parties

current liabilities

Capital Deficiency

Prepaid expenses

Other current assets

Total currents assets

Accounts payable, other payables and accrued liabilities

Contract liabilities – deferred revenue

Bank and other borrowings – current

Operating lease liabilities – current

Due to related parties

Total current liabilities

$ (2,109,752 )

Working Capital Assets (Deficiency)

$ (2,278,241 )

receivable mainly represent amounts due from customers paid by credit cards from provision of golf operations services and sales of merchandise

and food and beverages which are recorded net of allowance for expected credit losses.

The decrease in accounts receivables from $36,299

as of December 31, 2023 to $20,778 as of December 31, 2024 was mainly due to the less customers who paid by credit cards near the year

inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears, food and beverages.

Company keeps low inventories since the turnaround time is short.

receivable mainly represent credit cards or cash deposits in transit, 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

Increase in balance was mainly due to the more customers who paid by credit cards near the year end.

inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears.

The Company keeps low

inventories since the turnaround time is short.

offering costs

offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to

the intended initial public offering (“IPO”).

Deferred offering costs will be charged to shareholders’ equity netted

against the proceeds upon the completion of our proposed initial public offering (“IPO”).

Should the IPO prove to be unsuccessful,

these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of operations.

will be deferred until the closing of the IPO, at which time the deferred costs will be offset against the offering proceeds and recognized

in equity of the Company.

The increase of $329,715 was due to additional payment for expenses for listing purpose during the year ended

December 31, 2024.

payable and accrued liabilities

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 $75,925 or 15% from $495,930 as

of December 31, 2023 to $420,005 as of December 31, 2024 was mainly due to the decrease in accounts payable by $121,708 as a result of

settlement of payables to vendors outweighed the costs incurred to vendors during the year ended December 31, 2024 and offset by the

increase in accrued expenses of $65,042 in relation to the audit fee.

Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the

Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged

to statements of operations.

The deferred offering costs was offset against the equity upon the listing during the current year which

resulted in nil balance as of December 31, 2025.

expenses represent the prepayment for (i) the consultancy service of $331,250;

(ii) the prepaid annual

listing fee to Nasdaq of $7,384;

(iii) the director’s and officer’s liability insurance premium of $73,166;

(iv) the membership fee for different golf clubs with current portion of

$71,263 and non-current portion of $307,571;

and (v) other prepaid expenses of $12,789 which was classified as

current portion.

These prepaid amounts are recognized as expenses over the respective service periods as the related benefits are

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 year ended December 31, 2025, $118,750 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 $181,250.

the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after

listing with gross payment of $64,167 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 $80,550 in aggregate was recognized as current portion of prepaid expenses.

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, 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, 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 by March 31, 2026.

payable, other payables and accrued liabilities

payable, other payables 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.

Increase in accounts payable and accrued liabilities balance by

$268,922 or 64% from $420,005 as of December 31, 2024 to $688,927 as of December 31, 2025 was mainly due to the increase in accounts

payable by $53,176, as costs incurred to vendors exceeded settlements during the year, and an accrued audit fee of $115,000 for the

year ended December 31, 2025.

liabilities – deferred revenue

liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by customers.

The increase in this balance by $3,797 or 2% was mainly due to annual membership dues being received in advance outweighed the revenue

recognized during the year ended December 31, 2024.

liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the

The decrease in this balance by $16,246 or 10% was mainly due to revenue recognized during the year ended December 31, 2025

outweighed the annual membership dues being received in advance.

and Other Borrowings

Company borrowed loans from various financial institutions for working capital purposes.

Our borrowings are as follows as of December

31, 2024 and 2023:

Fixed Interest

April 13,2050

August 1,2025

September 9, 2022

September 9, 2025

August 1, 2023

November 13, 2023

November 13, 2026

Total loans payable

Current portion

Long-term portion

overall decrease in bank and other borrowings was mainly due to the repayment of loans of $592,937 during the year ended December 31,

Company borrowed loans from various financial institutions for working capital purpose.

The decrease in bank and other borrowings was

mainly due to full settlement of all bank and other borrowing during the year months ended December 31, 2025 upon listing in February

lease liabilities

operating leases liabilities represented the leases for golf carts and golf equipment for terms of four to five years.

The decrease in

the operating leases – current was mainly due to the amortization for the year ended December 31, 2024.

The increase in

current operating leases liabilities was mainly due new leases being signed during year ended December 31, 2025.

due to related parties

3 unchanged sentences

Cheung Ching Ping*

Shareholder of the Company