What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-28 · 1094 added, 561 removed, 1035 unchanged (62% of the section changed)

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Report on Internal Control over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal controls over financial reporting due to

a transition period established by rules of the SEC for newly public companies.

management is responsible for establishing and maintaining a system of internal control over financial reporting (“ICFR”)

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations.

conducted an assessment of the effectiveness of our system of ICFR as of December 31, 2025, the last day of our fiscal year.

This assessment

was based on criteria established in the framework Internal Control-Integrated Framework, issued by the Committee of

Sponsoring Organizations of the Treadway Commission and included an evaluation of elements such as the design and operating effectiveness

of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment,

management has concluded that our ICFR was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external reporting purposes in accordance with US GAAP.

the results of management’s assessment with the Audit Committee of our Board of Directors.

annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

Management’s report was not subject to attestation by the Company’s registered public accounting firm.

in Internal Controls over financial reporting

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following table sets forth certain information with respect to our directors, executive officers and significant employees:

and Chief Executive Officer

and Chairman of the Board of Directors

Chief Executive Officer and Director

Sam Wai Sing Lui

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Non-Executive

Kay Hwa Tang (1)(2)(3)

Christopher Schraft (1)(2)(3)(5)

Director and Chair of Compensation Committee

Joshua Tay (1)(2)(3)

Vuk Jeremić (1)(2)(3)(5)

Director and Chair of Nominating and Corporate Governance Committee

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of the Nominating and Corporate Governance Committee

January 28, 2026, our former Chief Executive Officer Mr.

Cheung and our former Director and Chairman of the Board of Directors

Cheung resigned from their positions, effectively as of January 28, 2026.

On January 28, 2026, Matthew

Saker resigned as an Independent Director, effective January 29, 2026 and became the Company’s Interim Chief Executive

Officer and Director.

September 9, 2025, our former independent directors Mr.

Kay Hwa Tang and Mr.

Joshua Tay resigned

from their positions, effective as of September 9, 2025.

of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual

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her successor is appointed and qualified or until his or her death, resignation or removal.

Cheung , Chief Executive Officer and Director

Cheung is our executive director and Chief Executive Officer, and is responsible for overall operation and management of our business

and formulation of our business plans and growth strategies.

Cheung worked at Deutsche Bank as Chief Operating Officer, Americas, Loan Exposure Management Group between May 1999 and April

Previously, he worked at Bear Stearns & Co between August 1994 and May 1999 in the Financial Analytics and Structure Transaction

Cheung worked at Soros Associates between March 1993 and August 1994 involved in commodities transportation logistics

Cheung obtained his bachelor’s degree in science from the University of California, Berkeley, California in 1992 and his

executive MBA from the University of Connecticut, Stamford in 2008.

Saker , Chief Executive Officer and Director

Saker, is a senior vice president in CBRE’s global advisory & transaction services group where he has been employed

since 2003, with more than 23 years of experience with CBRE (formerly Insignia ESG).

Prior to joining CBRE, Mr.

Saker served as vice

president at Peter Elliot & Co.

from 1997 to April 2002.

Saker obtained his bachelor of science degree in business & economics

Joseph’s University in 1985 and his master of science degree in real estate development from the School of Architecture,

Planning & Preservation at Columbia University in 1991.

Sam Wai Sing Lui , Chief Financial Officer

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and implementation of financial policies and procedures in business process.

Lui has approximately seven years’ professional experiences in auditing.

From December 2020 to September 2023, Mr.

as a financial controller at Zeal Technology Solutions Limited, where he was in charge of financial analysis and reporting.

served as company secretary for Guan Chao Holdings Limited, a Hong Kong-listed company (stock code:

1872) and company secretary for

Cool Link (Holdings) Limited, a Hong Kong-listed company (stock code:

8491), from January 2018 and from March 2017 to September

2020, respectively.

Lui is a financial executive with over a decade of experience serving as Chief Financial Officer and Financial Controller for multinational

corporations and companies listed on the Stock Exchange of Hong Kong Limited (HKEX) and Nasdaq.

His experience includes guiding companies

through the IPO process, from pre-listing preparation to post-listing compliance.

From December

2020 to September 2023, Mr.

Lui worked as a financial controller at Zeal Technology Solutions Limited, where he was in charge of financial

analysis and reporting.

He served as company secretary for Guan Chao Holdings Limited, a Hong Kong-listed company (stock code:

and company secretary for Cool Link (Holdings) Limited, a Hong Kong-listed company (stock code:

8491), from January 2018 and from March

2017 to September 2020, respectively.

From January 2015 to January 2017, he worked as a senior auditor at Deloitte Touche Tohmatsu.

Prior to that, Mr.

Lui worked as an assistant manager at BDO Limited from June 2011 to January 2015, where he was engaged in placing and acquisitions

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From June 2009 to February 2011, Mr.

worked as audit assistant at Philp Poon & Partners CPA Limited, where he performed annual audit to multi-national companies and

small and medium size companies.

as audit assistant at Philp Poon & Partners CPA Limited, where he performed annual audit to multi-national companies and small and

medium size companies .

Sam Lui obtained his bachelor’s degree in business administration from Lingnan University in Hong Kong in 2009.

He is a member

of Hong Kong Institute of Certified Public Accountants.

Cheung , Director and Chairman of the Board

Cheung is our designated executive director and Chairman of the Board and is responsible for daily operation and management of our

Prior to joining our Group as an executive director in 2024, since May 2000 Mr.

Cheung has worked as associate director at

UOB Kay Hian (Hong Kong) Ltd., where he provides brokerage and financial counseling services to clients on equity and derivative products.

Prior to working at UOB Kay Hian, Mr.

Cheung worked as a dealer representative in the institution sales department of Bank of China

International Securities Ltd.

from March 1997 to May 2000.

Cheung attained his bachelor’s degree in business administration from Boston University in December 1996.

Joshua Tay , Independent Director, Chair of the Nominating Committee and member of the Audit Committee and Compensation Committee

Tay is an independent director of the Company and has served as an independent director of the Company since November 2024.

the chair of the nominating and corporate governance committee and as member of the compensation and audit committees.

Tay is currently the chairman of the board of director of Neugen Fund, a charity fund primarily focuses on solving inter-generational

offending since March 2022.

He also serves as the independent board director of Nam Lee Pressed Metal Industries Limited, as chairman

of its nominating committee and a member of the its audit and compensation committees.

September 2016, Mr.

Tay serves as the member of the investment subcommittee for Titular Roman Catholic, Archbishop of Singapore.

responsible for providing investment strategy recommendations for the Archbishop of Singapore and risk guidelines and controls.

also been a member of the bursary committee for Yellow Ribbon Fund since January 2016.

to that, from June 1996 to February 2012, Mr.

Tay served as a managing director of JP Morgan Asset Management.

From 1994 to 1996, he

served as the marketing support at Paribas Asset Management.

From 1993 to 1994, he served as an investment analyst at Nationsbanc Capital

Tay obtained his Bachelor of Science degree with a major in Finance from Indiana University in 1993.

Kay Hwa Tang, Independent Director, Chair of the Compensation Committee and member of the Audit Committee and Nominating Committee

Tang is an independent director of the Company and has served as an independent director of the Company since November 2024.

is the chair of the compensation committee and as member of the audit and nominating and corporate governance committees.

Tang currently holds key management positions in business administration and finance.

Since September 2006, he has served as the chief

executive officer of Centurion Investment Management (H.K.) Ltd., a family office managing private equity investments.

Prior to that,

from May 2002 to August 2006, Mr.

Tang served as deputy managing director of UOB Kay Hian (Hong Kong) Ltd., where he managed the merged

stockbroking unit of Overseas Union Bank and United Overseas Bank Singapore.

From April 1997 to May 2002, Mr.

Tang served as managing

director of OUB Securities (H.K.) Ltd., where he managed the stockbroking unit of Overseas Union Bank Singapore.

Tang obtained his bachelor’s degree in business administration from the University of Hawaii (Manoa) in 1983.

of Hong Kong Institute of Certified Public Accountants and Association of Chartered Certified Accountants.

Christopher Schraft , Independent Director, Chair of the Compensation Committee and member of the Audit Committee and Nominating

Schraft brings more than 25 years of experience leading revenue and go-to-market organizations and driving commercial growth and transformation

across AI-driven enterprise software, technology, and global media organizations.

Schraft currently serves as President, North America

at Afiniti, an enterprise AI software company (full-time), where he is responsible for revenue performance, enterprise commercial execution,

forecasting discipline, and organizational alignment.

At Afiniti, he has pursued, secured, and top-managed high-value enterprise accounts

and led the revenue organization, including revenue strategy, growth planning, and go-to-market execution across North America.

in his career, Mr.

Schraft held senior executive positions with responsibility for large public business units, including full P&L

leadership, enterprise sales and marketing, and digital transformation initiatives in evolving markets.

Schraft obtained his B.S.

in Marketing from Plymouth State University in 1988 and an MBA from NYU Stern School of Business in 2006.

Vuk Jeremić , Independent Director, Chair of the Nominating Committee and member

of the Audit Committee and Compensation Committee

Jeremić is the President of the Center for International Relations and Sustainable Development (CIRSD), a global public policy

think-tank, and Editor-in-Chief of the quarterly magazine “Horizons - Journal of International Relations and Sustainable Development.”

Since 2013, Mr.

Jeremić has operated Vuk Jeremić ent Consulting Agency Belgrade.

From November 2022 to September 2023,

Jeremić served as an director of Onconetix, Inc.

ONCO, previously named as Blue Water Vaccines Inc.) From August

2019 to December 2021, Mr.

Jeremić served on the board of managers of Atomic 47 LLC.

Jeremić participated

in the official election for United Nations (UN) Secretary-General.

After six rounds of voting in the UN Security Council, he finished

in the second place, behind Mr.

Antonio Guterres.

In June 2012, Mr.

Jeremić was directly elected by the majority of world’s

nations to be the President of the 67th session of the UN General Assembly.

During his term in office, he played a leading role in steering

the UN towards the establishment of the Sustainable Development Goals (SDGs).

Jeremić served as Serbia’s Minister of

Foreign Affairs from 2007 to 2012.

In 2007, he chaired the Council of Europe’s Committee of Ministers.

Jeremić has lectured

at major universities, think-tanks, and institutes around the world, as well as published opinion pieces in leading outlets including

The New York Times, The Washington Post, The Wall Street Journal, The Financial Times and Le Monde.

Jeremić was named a Young

Global Leader by the World Economic Forum in 2013 and appointed to the Leadership Council of the UN Sustainable Development Solutions

Network (UN SDSN) in 2014.

Jeremić served as the President of the Serbian Tennis Federation from 2011 to 2015.

Jeremić holds a bachelor’s degree in theoretical physics from Cambridge University in 1998 and a master’s degree in

public administration in international development from Harvard University’s John F.

Kennedy School of Government in 2003.

Jeremić was named a Young Global Leader by the World Economic Forum in 2013, and appointed to the Leadership Council of the United

Nations Sustainable Development Solutions Network (UN SDSN) in 2014.

Xinyue Jasmine Geffner , CPA, Independent Director, Chair of the Audit Committee and member of the Compensation Committee and Nominating

Geffner is an independent director of the Company and has served as an independent director of the Company since November 2024.

Geffner is an independent director of the Company and has served since November 2024.

is the chair of the audit committee and as member of the compensation and nominating and corporate governance committees.

Geffner is currently holding key management position in accounting and finance.

She serves as chief financial officer of Dorsett Hospitality

International Services Limited (part of HKSE:

0035.HK) since February 2019.

She served as chief financial officer of GreenTree Hospitality

Group Limited on the New York Stock Exchange (NYSE:

GHG) from 2017 to 2018.

Geffner has served as an independent director of Helport AI Limited since August 2024.

Geffner has also served as an independent

director and chairwoman of the audit committee of Tristar Acquisition I Corp (NYSE:TRIS) since August 2023 and an independent director

and sits on the latter’s compensation committee as well as the strategy and environmental social and governance (ESG)

committee since November 2022.

She was an independent director of the China Finance Online Co.

Geffner has more than 20 years of experience in

capital markets, mergers & acquisitions, management, finance and accounting.

Geffner has been managing director of Hong

Kong-based Austen Capital International Limited since May 2025 and its responsible officer for Type 4 (Advising on Securities) and

Type 9 (Asset Management) licenses since August 2025, which were granted by the Hong Kong Securities & Futures Commission (SFC).

She is currently an Executive Director and Chief Executive Officer

of one of Austen Capital’s portfolio companies listed on the Hong Kong Stock Exchange, East Nova Holdings Limited (HKSE:

Geffner is an independent director of Helport AI Limited (Nasdaq:

HPAI) since August 2024.

Geffner was previously an independent

director of NWTN Inc.

NWTN) from November 2022 to December 2024, Tristar Acquisition I Corp.

TRIS) from August 2023 to

August 2024, and China Finance Online Co.

Limited (Nasdaq:

JRJC) from May to November

She was an independent director of AG Semiconductor (Hong Kong) Ltd.

from April 2013 to April 2017.

Prior to that, from 2014 to

2016, she served as chief financial officer of Carnival Group International Holdings Limited (HKSE:

From 2008 to 2011, she

was a director of corporate and institutional banking in ANZ Hong Kong.

From 2005 to 2008, she worked for HSBC as a head of China business

development and as a vice president of the consumer and retail group in New York.

JRJC) from May to November 2021, respectively.

Geffner had served as chief financial officer of various listed companies, including (i) Dorsett Hospitality International Services

Limited (part of Far East Consortium International Limited (HKSE:

035), from February 2019 to March 2025;

(ii) GreenTree Hospitality

Group Limited (NYSE:

GHG), from October 2017 to December 2018;

and (iii) Carnival Group International Holdings Limited (HKSE:

0996, delisted

on December 7, 2023), from August 2014 to March 2016.

She served as the vice president in charge of corporate finance and development

in Asia Pacific with LeEco from October 2016 to August 2017.

Apart from the aforementioned work experiences, Ms.

Geffner also has experiences

working in regional and international banks such as ANZ Hong Kong, HSBC and Crédit Agricole.

Geffner obtained her Bachelor of Business Administration with a major in international marketing and finance from City University of

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Our Audit Committee consists of Mr.

Tang Kay Hwa, Mr.

Joshua Tay, and Ms.

Christopher Schraft, Mr.

Vuk Jeremić, and Ms.

Xinyue Jasmine Geffner.

Geffner is the chair

of our audit committee.

We have determined that these directors satisfy the “independence” requirements of Nasdaq Rule 5605

and Rule 10A-3 under the Securities Exchange Act of 1934.

is the chair of our audit committee.

We have determined that these directors satisfy the “independence” requirements of Nasdaq

Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934.

Our board of directors has determined that Ms.

Geffner qualifies as an audit

committee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of

Regulation S-K.

The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements

of our company.

Geffner qualifies

as an audit committee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii)

and (iii) of Regulation S-K.

The audit committee will oversee our accounting and financial reporting processes and the audits of the

financial statements of our company.

The audit committee is responsible for, among other things:

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Our Compensation Committee consists of Mr.

Tang Kay Hwa, Mr.

Joshua Tay, and Ms.

Christopher Schraft, Mr.

Vuk Jeremić, and Ms.

Xinyue Jasmine Geffner.

chair of our compensation committee.

The compensation committee assists the board in reviewing and approving the compensation structure,

including all forms of compensation, relating to our directors and executive officers.

Our chief executive officer may not be present

at any committee meeting during which his compensation is deliberated.

The compensation committee is responsible for, among other things:

Schraft is the chair of our compensation committee.

The compensation committee assists the board in reviewing and approving the compensation

structure, including all forms of compensation, relating to our directors and executive officers.

Our chief executive officer may not

be present at any committee meeting during which his compensation is deliberated.

The compensation committee is responsible for, among

other things:

and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive

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Our Nomination Committee consists of Mr.

Tang Kay Hwa, Mr.

Joshua Tay, and Ms.

Christopher Schraft, Mr.

Vuk Jeremić, and Ms.

Xinyue Jasmine Geffner.

chair of our nomination committee.

The nomination committee assists the board of directors in selecting individuals qualified to become

our directors and in determining the composition of the board and its committees.

The nomination committee is responsible for, among

other things:

Jeremić is the chair of our nomination committee.

The nomination committee assists the board of directors in selecting individuals

qualified to become our directors and in determining the composition of the board and its committees.

The nomination committee is responsible

for, among other things:

and recommending to the board nominees for election by the shareholders or appointment by the board;

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Relationships

Cheung and Mr.

Cheung, who are brothers, there are no family relationships among any of our directors or executive

are no family relationships among any of our directors or executive officers.

Legal Proceedings

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our Code of Ethics is posted on our website.

Insider Trading Policy

We have adopted an Insider Trading Policy that

governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as their

immediate family members and entities controlled by them, and that is designed to promote compliance with insider trading laws,

rules and regulations.

A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for our

fiscal year ended December 31, 2025, originally filed with the SEC on June 20, 2024.

Recovery Policy

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the year ended 2025, our named executive officers (“Named Executive Officers” or “NEOs”) were:

Cheung, Chief Executive Officer;

Cheung, our former Chief Executive Officer;

Wai Sing Lui, Chief Financial Officer.

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Name and Principal Position

All other Compensation ($)

Director and Chief Executive Officer

Stock Awards Earned ($)

Our former Director and Chief Executive Officer

Sam Wai Sing Lui

Chief Financial Officer

of December 31, 2024, and December 31, 2023, outstanding director’s remuneration was deferred for the amount of $295,900, and

$185,900, respectively.

review compensation annually for all employees, including our executives.

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have entered into executive agreements with Mr.

Cheung, our chief executive officer and director, and Sam Wai Sing Lui, our Chief

Financial Officer.

Cheung, our former chief executive officer and director, and Sam Wai Sing Lui,

our Chief Financial Officer.

A summary of the terms of each of these executive agreements is set forth below.

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on business in competition with us.

On July 23, 2025, the remuneration for Mr.

Cheung was revised to an

annual salary of $150,000.

Agreement between Mr.

2 unchanged sentences

effective as of January 1, 2023, Mr.

Lui entered into an employment agreement with the Company, the Chief Financial Officer of the Company.

Lui entered into an employment agreement with the Company, the Chief Financial Officer of the

The agreement provides for an annual base salary in the amount of $18,000.

Under the terms of the agreement, Mr.

Lui’s employment

will begin for an initial term of one year.

The initial term will automatically renew for successive one-year terms subject to termination

by either party to the agreement upon 30 days’ prior written notice or the equivalent salary in lieu of such notice.

All of Aureus Greenway’s

executive officers were eligible to receive a cash bonus for the year ended December 31, 2024.

Incentive Awards

of the date of this Annual Report, Aureus Greenway does not maintain any employee incentive plan.

Lui’s employment will begin for an initial term of one year.

The initial term will automatically renew for successive one-year

terms subject to termination by either party to the agreement upon 30 days’ prior written notice or the equivalent salary in

lieu of such notice.

On July 23, 2025, the remuneration for Mr.

Lui was revised to an annual salary of $125,000.

of Aureus Greenway’s executive officers were eligible to receive a cash bonus for the year ended December 31, 2025.

Equity Awards at Fiscal Year-End

following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2025.

Number of Securities Underlying Unexercised Options (#) Exercisable (1)

Option Exercise Price ($)

Date of Grant

Date of Vesting

Option Expiration Date

Ching Ping Stephen Cheung

September 24, 2025

September 24, 2035

Ching Ping Stephen Cheung

September 24, 2025

September 24, 2035

ChiPing Cheung

September 24, 2025

September 24, 2035

option awards were granted under the 2025 Stock Incentive Plan and vested fully upon grant.

2025 Equity Incentive Plan

August 13, 2025, certain majority stockholder of the Company approved by written consent in lieu of a meeting the adoption of the 2025

Equity Incentive Plan (“2025 Plan”).

The total shares of Common Stock authorized for issuance during the term of the 2025

Plan is 1,500,000 shares of the Company’s authorized shares of Common Stock .

As of the date of this Annual Report, all option awards were granted under the 2025 Plan and vested fully upon

grant, and the Company

has issued 34,527 shares of Common Stock under the 2025 Plan.

principal terms of the 2025 Plan are summarized below.

This summary is not a complete description of the 2025 Plan, and it is qualified

in its entirety by reference to the complete text of the 2025 Plan.

The 2025 Plan provides for the grant of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”),

restricted stock, restricted stock unit, share appreciation rights, stock bonus awards, and performance-based compensation awards, or

collectively, share awards.

ISOs may be granted only to our employees, including officers, and the employees of our subsidiaries.

other share awards may be granted to our employees, officers, our non-employee directors, consultants, advisors and the employees and

consultants of our subsidiaries and affiliates (“Eligible Persons”).

A stock option is the right to purchase a certain number of shares, at a certain exercise price, in the future.

All Options granted under the 2025 Plan shall be NSOs unless the applicable award agreement expressly states that the Option is intended

to be an ISO.

ISOs shall be granted only to Eligible Persons who are employees of the Company and its affiliates.

Under the 2025 Plan,

ISOs and NSOs are granted pursuant to stock option agreements adopted by our compensation committee (“Compensation Committee”).

The Compensation Committee determines the exercise price for a stock option, within the terms and conditions of the 2025 Plan.

granted under the 2025 Plan vest at the rate specified by the Compensation Committee.

Stock options granted to certain employees outside

of the United States may be settled in cash.

options granted under the 2025 Plan generally must be exercised by the optionee before the earlier of the expiration of such option or

the expiration of a specified period following the optionee’s termination of employment.

Each stock option agreement will set forth

the extent to which the option recipient will have the right to exercise the option following the termination of the recipient’s

service with us, and the right to exercise the option of any executors or administrators of the award recipient’s estate or any

person who has acquired such options directly from the award recipient by bequest or inheritance.

Payment of the exercise price may be

made in cash or, if provided for in the stock option agreement evidencing the award, (1) by surrendering, or attesting to the ownership

of, shares which have already been owned by the optionee, (2) future services or services rendered to us or our affiliates prior to the

award, (3) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds

to us in payment of the aggregate exercise price, (4) by delivery of an irrevocable direction to a securities broker or lender to pledge

shares and to deliver all or part of the loan proceeds to us in payment of the aggregate exercise price, (5) by a “net exercise”

arrangement, (6) by any other form that is consistent with applicable laws, regulations, and rules.

The terms of any awards of restricted securities under the 2025 Plan will be set forth in an restricted stock

award agreement to be entered into between us and the recipient.

The Compensation Committee will determine the terms and conditions of

the restricted stock award agreements, which need not be identical.

A restricted stock award may be subject to vesting requirements or

transfer restrictions or both.

Restricted securities may be issued for such consideration as the Compensation Committee may determine,

including cash, cash equivalents, full recourse promissory notes, past services and future services.

Award recipients who are granted

restricted securities generally have all of the rights of a stockholder with respect to those shares, provided that dividends and other

distributions will not be paid in respect of unvested shares unless and until the underlying shares vest.

Stock Units .

Restricted stock unit awards give recipients the right to acquire a specified number of shares (or cash

amount) at a future date upon the satisfaction of certain conditions, including any vesting arrangement, established by the Compensation

Committee and as set forth in a restricted stock unit award agreement.

A restricted stock unit may be settled by cash, delivery of shares,

a combination of cash and shares as deemed appropriate by the Compensation Committee.

Recipients of restricted stock unit generally will

have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled.

At the Compensation

Committee’s discretion and as set forth in the restricted stock unit award agreement, restricted stock units may provide for the

right to dividend equivalents.

Dividend equivalents may not be distributed prior to settlement of the restricted stock unit to which

the dividend equivalents pertain and the value of any dividend equivalents payable or distributable with respect to any unvested share

units that do not vest will be forfeited.

Appreciation Rights .

Share appreciation rights generally provide for payments to the recipient based upon increases in

the price of our Common Stock over the exercise price of the share appreciation right.

The Compensation Committee determines the exercise

price for a share appreciation right, which generally cannot be less than one hundred percent (100%) of the fair market value of our

Common Stock on the date of grant.

A share appreciation right granted under the 2025 Plan vests at the rate specified in the share appreciation

right agreement as determined by the Compensation Committee.

The Compensation Committee determines the term of share appreciation rights

granted under the 2025 Plan, up to a maximum of ten years.

Upon the exercise of a share appreciation right, we will pay the participant

an amount in shares, cash, or a combination of shares and cash as determined by the Compensation Committee, equal to the product of (1)

the excess of the per share fair market value of our Common Stock on the date of exercise over the exercise price, multiplied by (2)

the number of Common Stock with respect to which the share appreciation right is exercised.

Bonus Awards .

The Compensation Committee may grant stock bonus awards based in whole or in part by reference to our Common

The Compensation Committee will set the number of shares under the share award and all other terms and conditions of such awards.

Performance-Based

Compensation Awards .

The number of shares or other benefits granted, issued, retainable and/or vested under a stock option,

restricted stock or restricted stock unit award, share appreciation rights, or stock bonus award may be made subject to the attainment

of performance goals.

The Compensation Committee may utilize any performance criteria selected by it in its sole discretion to establish

performance goals.

The aggregate number of shares of Common Stock that may be issued pursuant to awards granted under the 2025 Plan may

not exceed 1,500,000 shares.

restricted securities or securities issued upon the exercise of options are forfeited, then such shares shall again become available

for awards under the 2025 Plan.

If share units, options or share appreciation rights are forfeited or terminate for any reason before

being exercised or settled, or an award is settled in cash without the delivery of shares to the holder, then the corresponding shares

will again become available for awards under the 2025 Plan.

Any shares withheld to satisfy the exercise price or tax withholding obligation

pursuant to any award of options or share appreciation rights shall again become available for awards under the 2025 Plan.

If share units

or share appreciation rights are settled, then only the number of shares (if any) actually issued in settlement of such share units or

share appreciation rights shall reduce the number of shares available under the 2025 Plan, and the balance (including any shares withheld

to cover taxes) shall again become available for awards under the 2025 Plan.

Administration.

The 2025 Plan will be administered by our Board or a committee appointed by our Board, or the Compensation Committee.

Subject to the

limitations set forth in the 2025 Plan, the Compensation Committee has the authority to determine, among other things, to whom

awards will be granted, the number of shares subject to awards, the term during which an option or share appreciation right may be

exercised and the rate at which the awards may vest or be earned, including any performance criteria to which they may be subject.

The Compensation Committee also has the authority to determine the consideration and methodology of payment for awards.

and Termination.

Our Board has the authority to amend, suspend, or terminate the 2025 Plan, provided that such action does not

materially impair the existing rights of any participant without such participant’s written consent.

No ISOs may be granted after

the tenth anniversary of the date our Board adopted the 2025 Plan.

Director Compensation

following table presents the compensation awarded to or earned by or paid to all individuals who served as non-employee directors during

the years ended December 31, 2025 and 2024.

We do not provide additional compensation to directors who are our employees for also serving

as a director.

Stock Awards Earned

Stephen Ching Ping Cheung (3)

Kay Hwa Tang (1)

Joshua Tay (1)

Xinyue Jasmine Geffner

Vuk Jeremić (2)

On September 9, 2025, our former independent directors Mr.

Kay Hwa Tang and Mr.

Joshua Tay resigned

from their positions, effective as of September 9, 2025.

On September 9, 2025, Mr.

Vuk Jeremić and Mr.

Saker were appointed as

independent directors, effective as of September 9, 2025.

On January 28, 2026, Mr.

Saker was appointed as interim Chief Executive Officer of the Company and a Director, effective as of January 29,

(3) On January 28, 2026, Mr.

Stephen Ching Ping Cheung resigned as Chairman

of the Board and a Director of the Board, effective as of January 29, 2026.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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with respect to all shares that they beneficially own, subject to applicable community property laws.

ownership is based on 13,880,000 shares of Common Stock outstanding as of March 28, 2025.

Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership

Percentage of Beneficial Ownership

5% or Greater Shareholders:

of is based on 20,254,682 shares of Common Stock outstanding as of March 31, 2026.

Common stock Beneficially Owned

Series A Preferred Stock Beneficially Owned

Percentage of Voting Power

Name of Beneficial Owner

Directors and Named Executive Officers

Sam Wai Sing Lui

Independent Directors:

Christopher Schraft

Xinyue Jasmine Geffner

All directors and named executive officers as a group

Principal Stockholders holding 5% or more:

Ace Champion Investments Limited (4)

Chrome Fields Asset Management (5)

Directors, Named Executive Officers and Other Executive Officers:

Cheung, Chief Executive Officer and Director

Sam Wai Sing Lui, Chief Financial Officer

Cheung, Chairman and Director

Kay Hwa Tang, Director

Joshua Tay, Director

Xinyue Jasmine Geffner, Director

All executive officers and directors as a group (6 persons)

less than one (1%) percent

otherwise indicated, the business address of each of the individuals is our address of c/o Aureus Greenway Holdings Inc., 2995 Remington

Boulevard, Kissimmee, Florida 34744.

The Steven Scopellite 2021 Irr (6)

Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,

understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may

be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose

of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares

(for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage

ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person

(and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as

shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of

shares of common stock and Series A Preferred Stock actually outstanding on March 19, 2026.

The percentage is calculated based on (i) 20,254,682 shares

of common stock that were outstanding as of March 31, 2026, and (ii) shares of common stock deemed to be beneficially owned by such

person or group if the person or group has the right to acquire the common stock within 60 days of the date as of which the information

is provided and, solely for calculating the Series A Preferred Stock Beneficially Owned, (iii) 10,000,000 shares of Series A Preferred

Stock that were outstanding as of March 19, 2026.

Cheung has sole voting and dipositive power over the shares held by Ace Champion Investments Limited.

Ace Champion’s principal

address is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Cheung has sole voting and dispositive power over the shares held by Chrome Fields Asset Management LLC.

Steven Scopellite 2021 Irr is managed by Michael Canarick as Trustee.

The business address of the Steven Scopellite 2021 Irr is 2550

Constance Drive, Manasquan, NJ 08736-2304.

Compensation Plan Information

following table summarizes our equity compensation plan information as of December 31, 2025.

of securities

be issued upon

of outstanding

rights (a)(#)

Weighted-average

price of outstanding options, warrants

Number of securities remaining available

for issuance under equity compensation plans (excluding securities reflected in

column (a)) (c)(#)

Plan Category

Equity compensation plan approved by security holders

2025 Equity Incentive Plan

1,455,000 (1)

As of the date of this Annual Report, all option awards were granted under the 2025 Plan and vested fully upon grant, and the Company has issued 34,527 shares of Common Stock under the 2025 Plan .

Certain Relationships and Related Transactions, and Director Independence.

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than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January

1, 2024 to which we have been a participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors,

executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing

persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control

and other arrangements, which are described in the section entitled “ Executive Compensation .” Described below are

certain other transactions with our directors, executive officers and stockholders.

January 1, 2024, Aureus Greenway has been party to the following material transactions and loans with (a) enterprises that directly or

indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Aureus Greenway ;

(c) individuals owning, directly or indirectly, an interest in voting power that gives them significant influence over Aureus

Greenway , and close members of any such individual’s family;

(d) key management personnel, that is, those persons having authority

and responsibility for planning, directing and controlling Aureus Greenway’s activities, including directors and senior management

and close members of such individuals’ families;

and (e) enterprises in which a substantial interest in the voting power is owned,

directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

of the four years ended December 31, 2024, the Company owed two loans each dated April 24, 2014 for $1,447,739.16 and $1,307,619.69 made

by each of Mr.

1, 2025 to which we have been a participant, and in which any of our directors, executive officers or beneficial owners of more than

5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material

interest, other than equity and other compensation, termination, change in control and other arrangements, which are described in the

section entitled “ Executive Compensation .” Described below are certain other transactions with our directors, executive

officers and stockholders.

Since January

1, 2024, Aureus Greenway has been party to the following material transactions and loans with (a) enterprises that directly or indirectly

through one or more intermediaries, control or are controlled by, or are under common control with, Aureus Greenway ;

(b) associates;

(c) individuals owning, directly or indirectly, an interest in voting power that gives them significant influence over Aureus Greenway

, and close members of any such individual’s family;

(d) key management personnel, that is, those persons having authority and responsibility

for planning, directing and controlling Aureus Greenway’s activities, including directors and senior management and close members

of such individuals’ families;

and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly,

by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

As of the four years

ended December 31, 2024, the Company owed two loans each dated April 24, 2014 for $1,447,739.16 and $1,307,619.69 made by each of Mr.

Cheung and Mr.

Cheung to us in connection with the acquisition of Kissimmee Bay and Remington

(the “2014 Loans”).

Cheung to us in connection with the acquisition of Kissimmee Bay and Remington (the “2014

Such loans to were made by each of Mr.

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Yick Chung Cheung (“Mr.

Cheung”, the father of Mr.

the father of Mr.

Cheung and Mr.

Cheung) in proportions of 50%, 40%, and 10% consisting of loans from (i)

Cheung for an unsecured, non-interest-bearing loan with a principal balance of $723,869.58, and $653,809.85, respectively, (ii)

Cheung for an unsecured, non-interest-bearing loan with a principal balance of $579,095.66, and $523,047.87, respectively,

and (iii) Mr.

Cheung for an unsecured, non-interest-bearing demand loan with a principal balance of $ 144,773.91, and $ 130,761.97,

respectively.

Both of the 2014 Loans were repayable upon the listing of our common stock on Nasdaq.

For the twelve months ended December 31, 2024, (i) the largest aggregate

amount of principal outstanding with each of Mr.

Cheung) in proportions of 50%, 40%, and 10% consisting of loans from (i) Mr.

Cheung for an

unsecured, non-interest-bearing loan with a principal balance of $723,869.58, and $653,809.85, respectively, (ii) Mr.

an unsecured, non-interest-bearing loan with a principal balance of $579,095.66, and $523,047.87, respectively, and (iii) Mr.

for an unsecured, non-interest-bearing demand loan with a principal balance of $ 144,773.91, and $ 130,761.97, respectively.

2014 Loans were repayable upon the listing of our common stock on Nasdaq.

For the twelve months

ended December 31, 2024, (i) the largest aggregate amount of principal outstanding with each of Mr.

Cheung and Mr.

Cheung were for amounts of $472,271, $377,817,

and $94,454, respectively, and (ii) the amount of principal paid by each of Mr.

Cheung were for amounts of $472,271, $377,817, and $94,454, respectively, and (ii) the amount of principal paid by each of Mr.

Cheung and Mr.

Cheung included

amounts equaling $115,000, $92,000, and $23,000, respectively.

On March 11, 2025, March 12,

2025 and March 12, 2025 each of Mr.

Cheung included amounts equaling $115,000, $92,000, and $23,000, respectively.

On March 11, 2025,

March 12, 2025 and March 12, 2025 each of Mr.

Cheung and Mr.

Yick Chung Cheung repaid the principal balance of the 2014 loans

in the amounts of $357,272, $285,917 and $71,454, respectively.

Yick Chung Cheung repaid the principal balance of the

2014 loans in the amounts of $357,272, $285,917 and $71,454, respectively.

As of the date of this Report, we

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the Company entered into a loan facility agreement or the “Expense Loan” with Mr.

Cheung for a loan facility of

up to $1,000,000.

In January 2025, the principal amount due under the Expense Loan was increased by $100,000

to a principal amount of $1,100,000.

The Expense Loan is interest free, repayable within

30 days from the date our shares were listed on Nasdaq or December 31, 2025, whichever is earlier.

For the twelve months ended December 31, 2024 the largest aggregate amount

of principal outstanding under the Expense loan was $1,077,097.

Cheung for a loan facility of up to $1,000,000.

In January 2025, the principal amount due under the Expense Loan was increased by $100,000 to a principal amount of $1,100,000.

Loan is interest free, repayable within 30 days from the date our shares were listed on Nasdaq or December 31, 2025, whichever is earlier.

For the twelve months ended December 31, 2024 the largest aggregate amount of principal outstanding under the Expense loan was $1,077,097.

On February 19, 2025, 2025 Mr.

Cheung repaid the principal balance of the Expense Loan in the amount of $1,021,617.

As of the date of this Report, we had no

outstanding balance under the Expense Loan with Mr.

January 17, 2024, we issued (i) a total of 6,528,000 shares of common stock to Ace Champion Investments Limited (as to 5,440,000 shares

of common stock), and Trendy View Assets Management (as to 1,088,000 shares of common stock), for total consideration of $8,160, (ii)

a total of 10,000,000 shares of our Series A Preferred Stock to Ace Champion Investments Limited (as to 5,000,000 shares of Series A

Preferred Stock), Trendy View Assets Management ((a company formed under the laws of the British Virgin Islands, which is wholly-owned

As of the date

of this Report, we had no outstanding balance under the

Expense Loan with Mr.

On January 17, 2024, we issued (i) a total of 6,528,000

shares of common stock to Ace Champion Investments Limited (as to 5,440,000 shares of common stock), and Trendy View Assets Management

(as to 1,088,000 shares of common stock), for total consideration of $8,160, (ii) a total of 10,000,000 shares of our Series A Preferred

Stock to Ace Champion Investments Limited (as to 5,000,000 shares of Series A Preferred Stock), Trendy View Assets Management ((a company

formed under the laws of the British Virgin Islands, which is wholly-owned by Mr.

Cheung and Ms.

Chan Lee, parents of Mr.

Cheung) as to 1,000,000 shares of Series A Preferred Stock)), and Chrome Fields Asset Management LLC (as to 5,000,000 shares

of Series A Preferred Stock), for total consideration of $10,000, and (iii) 4,352,000 shares of common stock to Chrome Fields Asset Management

LLC, in exchange for the right to receive 100 ordinary shares, par value $1.00 of Pine Ridge Group Limited.

On April 15, 2024, the Company entered into a loan

facility agreement in connection with the repayment of a Paycheck Protection Program due to the United States Small Business Administration

(the “ 2024 Loan ”) with each of Mr.

Cheung and Mr.

Cheung) as to 1,000,000 shares of Series A Preferred Stock)),

and Chrome Fields Asset Management LLC (as to 5,000,000 shares of Series A Preferred Stock), for total consideration of $10,000, and

(iii) 4,352,000 shares of common stock to Chrome Fields Asset Management LLC, in exchange for the right to receive 100 ordinary shares,

par value $1.00 of Pine Ridge Group Limited.

On April 15, 2024, the Company entered into a

loan facility agreement in connection with the repayment of a Paycheck Protection Program due to the United States Small Business

Administration (the “ 2024 Loan ”) with each of Mr.

Cheung in proportions of 50%, 40%, and

10% for a loan facility of up to $500,000 consisting of loans from (i) Mr.

Cheung for an unsecured, non-interest-bearing loan with

a principal balance of $250,000, (ii) Mr.

Cheung for an unsecured, non-interest-bearing loan with a principal balance of $200,000,

and (iii) Mr.

Cheung for an unsecured, non-interest-bearing demand loan with a principal balance of $50,000.

The 2024 Loan was repayable

upon the listing of our common stock on Nasdaq.

For the twelve months ended December 31, 2024, the largest aggregate amount of principal

outstanding with each of Mr.

Cheung and Mr.

Cheung in proportions

of 50%, 40%, and 10% for a loan facility of up to $500,000 consisting of loans from (i) Mr.

Cheung for an unsecured,

non-interest-bearing loan with a principal balance of $250,000, (ii) Mr.

Cheung for an unsecured, non-interest-bearing loan

with a principal balance of $200,000, and (iii) Mr.

Cheung for an unsecured, non-interest-bearing demand loan with a principal

balance of $50,000.

The 2024 Loan was repayable upon the listing of our common stock on Nasdaq.

For the twelve months ended December 31, 2024, the largest aggregate amount

of principal outstanding with each of Mr.

Cheung were for amounts of $250,000, $200,000, and $50,000, respectively

On March 11, 2025, 2025, March 12, 2025, 2025 and March 12, 2025, 2025 each of Mr.

Cheung and Mr.

Cheung were for amounts of $250,000, $200,000, and

$50,000, respectively On March 11, 2025, 2025, March

12, 2025, 2025 and March 12, 2025, 2025 each of Mr.

Yick Chung Cheung

repaid the principal balance of the 2014 loans in the amounts of $250,000, $200,000, and $50,000, respectively.

As of the date of this

Report, we had no outstanding balance with each of Mr.

Cheung and Mr.

Yick Chung Cheung repaid the principal

balance of the 2014 loans in the amounts of $250,000, $200,000, and $50,000, respectively.

As of the date of

this Report, we had no outstanding balance with each of Mr.

Cheung under the 2024 Loan.

2025, the Company also entered into a stock purchase agreement (the “Private SPA”) among the Company, certain existing stockholders

of the Company, including Trendy View Assets Management, Ace Champion Investments Limited, and Chrome Fields Asset Management LLC (collectively,

the “Sellers”), and the buyers, including The Steven Scopellite 2021 Irr .

to the Private SPA, the Sellers agreed to sell, and The Steven Scopellite 2021 Irr agreed

to purchase, an aggregate of 10,000,000 shares of the Company’s series A preferred stock, par value $0.001 per share, (the “Series

A Preferred Stock”) for an aggregate purchase price of $100,000 and 650,000 shares of Common Stock, for an aggregate purchase price

During the fiscal year ended

December 31, 2025, the Company, through its subsidiaries Chrome and Chrome II (collectively, the “Chrome Subsidiaries”), held

private golf club memberships in three international jurisdictions (collectively, the “Memberships”).

The Memberships were acquired

and maintained by the Chrome Subsidiaries in connection with each of their respective business operations and for investor relations and

corporate development purposes.

In connection with their use of the Memberships, each of Mr.

Cheung and Mr.

Cheung under the 2024

Cheung met high-net-worth

individuals who expressed interest in the Company and in potential future business endeavors, consistent with the investor relations and

corporate development purposes for which the Memberships were maintained.

Subsequent to fiscal year end, Mr.

Cheung purchased the Memberships from the Chrome Subsidiaries at an aggregate

purchase price of $322,500, and Mr.

Cheung purchased the remaining Memberships from the Chrome Subsidiaries at an aggregate price of

$58,836, in each case representing the full original acquisition cost with no discount or other concession (the aggregate consideration

paid being $381,336).

During the time that the Memberships were held by the Chrome Subsidiaries, the personal use of the Memberships by

Cheung, the Company’s former Chief Executive Officer, and Mr.

Cheung, the Company's former director and Chairman of the Board,

was incidental to their business purpose.

Cheung and Mr.

Cheung is a “related person” of the Company within

the meaning of Item 404(a) of Regulation S-K by virtue of their respective positions as executive officers and directors of the Company,

and Chrome I and Chrome II.

The transactions were reviewed and approved by the Audit Committee of the Board, which determined that the

purchase prices for the Memberships were fair and reasonable to the Company and no less favorable than terms available in a comparable

transaction with an unrelated third party.

Principal Accounting Fees and Services.

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following documents are filed as part of this report:

(1) Financial

audited balance sheet of the Company as of December 31, 2025, the related statements of operations and comprehensive loss, changes in

1 unchanged sentence

are filed herewith.

(2) Financial

statement schedules have been omitted because they are either not applicable or the required information is included in the financial

statements or notes hereto.

(3) Exhibits:

exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

following are exhibits to this Report and, if incorporated by reference, we have indicated

the document previously filed with the SEC in which the exhibit was included.

following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the

SEC in which the exhibit was included.

of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have

1 unchanged sentence

These representations and warranties:

have been qualified by disclosures that were made to the other parties in connection with

the negotiation of the agreements, which disclosures are not necessarily reflected in the

have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which

disclosures are not necessarily reflected in the agreements;

apply standards of materiality that differ from those of a reasonable investor;

made only as of specified dates contained in the agreements and are subject to subsequent

developments and changed circumstances.

made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties

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Bylaws (incorporated by reference Exhibit 3.4 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024).

Form of Common Warrant A (incorporated by reference Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Form of Common Warrant B (incorporated by reference Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Form of Pre-Funded Warrant (incorporated by reference Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Form of Placement Agent Warrant (incorporated by reference Exhibit 4.4 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026)

Form of Placement Agent Warrant, dated March 6, 2026, issued to the Placement Agent and to Revere Securities LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026)

Independent Director Offer Letter between the Company and Joshua Tay (incorporated by reference Exhibit 10.1 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024).

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ChiPing Cheung and Aureus Greenway Holdings Inc.

(incorporated by reference Exhibit 10.5 to the Company’s Annual Report on Form 10-K dated March 28.

Employment Agreement, dated as of November 1, 2023, by and between Mr.

Sam Wai Sing Lui and Aureus Greenway Holdings Inc.

(incorporated by reference Exhibit 10.6 to the Company’s Annual Report on Form 10-K dated March 28.

Securities Purchase Agreement, dated July 23 2025, among the Company an investor (incorporated by reference Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Registration Rights Agreement, dated July 23 2025, among the Company and an investor (incorporated by reference Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Placement Agency Agreement, dated July 23 2025, among the Company, Revere Securities LLC and Dominari Securities LLC (incorporated by reference Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Stock Purchase Agreement, dated July 23, 2025, among the Company, certain Sellers, and Buyers.

(incorporated by reference Exhibit 10.4 to the Company’s Current Report on Form 8-K dated July 25, 2025)

Independent Director Offer Letter between the Company and Vuk Jeremic

Amendment to the Independent Director Offer Letter between the Company and Vuk Jeremic

Employment Agreement between the Company and Matthew Saker

Independent Director Offer Letter between the Company and Christopher Schraft

Amendment to the Independent Director Offer Letter between the Company and Xinyue Jasmine Geffner

Agreement and Plan of Merger, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 9, 2026)

Securities Purchase Agreement, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc.

and the Purchaser named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026)

Registration Rights Agreement, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc., the Purchaser named therein, and the holders of Placement Agent Warrants named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026)

Placement Agent Agreement, dated as of March 8, 2026, by and between Aureus Greenway Holdings Inc.

and Dominari Securities LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026)

Advisory/Consulting Services Agreement, dated March 1, 2026, by and between Aureus Greenway Holdings Inc.

and C&H Capital Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2026)

Strategic Services Agreement with dated March 17, 2025 by and between the Company and Cross Border Capital Limited

Code of Ethics (incorporated by reference Exhibit 14.1 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024).

Insider Trading Policy (incorporated by reference Exhibit 14.2 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024).

List of Subsidiaries (incorporated by reference Exhibit 21.1 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024).

List of Subsidiaries.

Powers of Attorney (the signature page to this registration statement)

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Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code.

Compensation Recovery Policy

Compensation Recovery Policy (incorporate by reference Exhibit 97.1 to the Company’s Annual Report on Form 10-K dated March 28, 2025)

XBRL Instance Document.

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GREENWAY HOLDINGS INC.

ChiPing Cheung

Executive Officer

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on behalf of the registrant and in the capacities and on the dates indicated.

ChiPing Cheung

Executive Officer and Director

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Accounting Officer)

Stephen ChiPing Cheung

and Chairman of the Board of Directors

March 28, 2025

ChiPing Cheung

Xinyue Jasmine Geffner

1 unchanged sentence

Jasmine Geffner

Christopher Schraft

March 31, 2026

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

to Financial Statements

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 1171 )

Consolidated Balance Sheets as of December 31, 2025 and 2024

Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022

Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022

Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

Notes to the Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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and its subsidiaries (collectively the “Company”)

as of December 31, 2024 and 2023 and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’

equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred

as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred

to as the “financial statements”).

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Mateo, California

March 28, 2025

GREENWAY HOLDINGS INC.

2 unchanged sentences

OF DECEMBER 31, 2025 AND 2024

As of December 31,

Current assets

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Deferred offering costs

Prepaid expenses

Other current assets

2 unchanged sentences

Property and equipment, net

Prepayment for acquisition of property and equipment

Operating lease right-of-use assets

Deferred tax assets

Prepaid expenses

Total non-current assets

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Current liabilities

Accounts payable and accrued liabilities

Accounts payable, other payables and accrued liabilities

Contract liabilities - deferred revenue

Bank and other borrowings – current

Operating lease liabilities – current

Due to related parties

Operating lease liabilities – current

Total current liabilities

11 unchanged sentences

20,000,000 shares of series A preferred stock designated;

10,000,000 shares

issued and outstanding as of December 31, 2024 and 2023

10,000,000 shares issued and outstanding as of December 31, 2025 and 2024

Common stock:

450,000,000 shares authorized;

$ 0.001 par value, 10,880,000 shares issued and outstanding as of December 31, 2024 and 2023

$ 0.001 par value, 15,268,515 and 10,880,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 4,699,270 )

( 1,022,240 )

Total Stockholder’s Equity

2 unchanged sentences

GREENWAY HOLDINGS INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

dollars, except for the number of shares)

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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

( 4,406,199 )

Other income (expense)

Interest expense

Total other income (expense), net

(Loss) income before income tax

Income tax expenses (benefits)

Net (Loss) Income

Comprehensive (Loss) Income

(Loss) earnings per common stock

Total other income, net

Loss before income tax

( 3,768,442 )

Income tax (benefits) expenses

( 3,677,030 )

Comprehensive Loss

( 3,677,030 )

Loss per common stock (Note 13)

Basic and diluted

Weighted average number of common stocks outstanding

Weighted average number of common stocks outstanding (Note 13)

Basic and diluted

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Preferred Stock

December 31, 2021

$ ( 1,547,861 )

Additional paid-in

Balance, December 31, 2023

$ ( 838,540 )

Proceeds from stockholders for settlement of subscription receivables

Balance, December 31, 2024

$ ( 1,022,240 )

Proceeds from stockholders

for settlement of subscription receivables

$ ( 1,022,240 )

Net income (loss)

Proceeds from stockholders for settlement of subscription receivables

Issue of common stocks

Issue of pre-funded warrants (net of commission to placing agent) in Private Placement

Recognition of stock-based compensation

Exercise of stock options

( 3,677,030 )

Balance, December 31, 2025

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Cash Flows from Operating Activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash provided by operating

( 3,677,030 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Unpaid director’s remuneration

Stock-based compensation

Provision for allowance for expected credit losses

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Other current assets

Deferred tax assets

Accounts payable and accrued liabilities

Accounts payable, other payables and accrued liabilities

Contract liabilities - deferred revenue

Deferred tax liabilities

Net Cash Provided by Operating Activities

Net Cash (Used in) Provided by Operating Activities

( 2,028,348 )

Cash Flows from Investing Activities:

Purchase of property and equipment

Prepayment for acquisition of property and equipment

( 1,074,008 )

Short-term investment

Net Cash Used in Investing Activities

( 1,067,230 )

Cash Flows from Financing Activities:

Proceeds from stockholders

for settlement of subscription receivables

Proceeds from issue of common stocks

Proceeds from issue of common stocks and pre-funded warrants

Proceeds from stockholders for settlement of subscription receivables

Proceeds from related party loan

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( 2,576,013 )

Proceeds from bank and other borrowings

Repayments of bank and other borrowings

Deferred offering costs

Net Cash Used in Financing Activities

Net Cash Generated from (Used in) Financing Activities

Net change in cash and cash equivalents

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Cash paid for tax

Supplemental non-cash financing activity:

Prepaid offering costs net off with additional paid-in capital

Initial recognition of lease obligations related to right-of-use assets

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

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(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.

The Company conduct business activities principally through the Company’s wholly-owned subsidiaries, Chrome Fields I, Inc.

and Chrome Fields II, Inc.

in operation of golf course and selling of merchandise and food and beverages.

of December 31, 2024, we own and operate two golf clubs in Florida that consisting of over 289 acres of multi-service recreational property.

of December 31, 2025, the Company own and operate two golf clubs in Florida that consisting of over 289

acres of multi-service recreational property.

Ridge Group Limited (“Pine Ridge”) was acquired by Mr.

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and operates Remington Golf Club, a privately-owned golf course that is open to the general public.

group reorganization of the legal structure was completed on January 17, 2024.

As the Group were under same control of the shareholders

and their entire equity interests were also ultimately held by the shareholders immediately prior to the group reorganization, the consolidated

statements of operations and comprehensive (loss) income, consolidated statements of changes in stockholders’ equity and consolidated

statements of cash flows are prepared as if the current group structure had been in existence throughout the years ended December 31,

2024, 2023 and 2022.

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

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Public Offering

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

stock share for a total of US$ 12,000,000 in

gross proceeds.

The Company raised total net proceeds of approximately US$ 10.6 million

after deducting underwriting discounts and commissions and offering expenses.

The common stock of the Company began trading on the

Nasdaq Capital Market afterwards under the ticker symbol “AGH”.

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

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

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”).

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.

connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common

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.

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.

2 - Summary of Significant Accounting Policies

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The significant estimates and assumptions made

by management include allowance for expected credit loss, allowance for deferred tax assets, the useful lives and 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.

by management include 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 as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Adopted Accounting Standards

November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on

an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets

that are currently required annually.

Public entities with a single reportable segment are required to provide the new disclosures and

all the disclosures required under ASC 280.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods

beginning after December 15, 2024.

The guidance is applied retrospectively to all periods presented in the financial statements, unless

it is impracticable.

The Company adopted this standard from January 1, 2025, which did not have a material impact on its consolidated

financial statements and related disclosures.

and Cash Equivalents

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as to withdrawal or use.

As of December 31, 2024 and 2023, the Company had cash of $ 457,142 and $ 646,294 , respectively, and did not have

cash equivalents.

As of December 31, 2025 and 2024, the Company had cash of $ 28,668,169 and $ 457,142 , respectively, and did not

have cash equivalents.

Periodically,

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Receivable, net

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 December 31, 2024 and 2023, the Company had no allowance for expected credit losses due to no experiences

on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding

accounts receivable as of December 31, 2024 and 2023 were subsequently settled before this report date.

Short term investment

Short term investment represents the investment in

money market funds which comprise of U.S.

short-term treasury bills with fixed return of dividends and interests.

The short term investment

was recognized at fair value with the change in dividend and interest income crediting the statements of operations once credited to the

money account.

The short term investment was measured at level 1 fair value and there was no change in the level hierarchy during the

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

we value 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.

We regularly review 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

Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions,

business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or slow-moving merchandise.

and beverages, the turnaround time is short, usually within one to two weeks.

For the merchandise goods, 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.

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

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

As of and for the years ended December 31, 2025 and 2024, the Company recognized $ 5,277

as an allowance for expected credit losses on accounts receivable, respectively.

Prepaid 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 received.

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 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 December 31, 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.

of December 31, 2025 and 2024, the Company had no

allowance for expected credit losses provided for prepaid expenses.

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 December

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As of December 31,

2024 and 2023, the Company deferred $ 582,679 and $ 252,964 of offering costs.

Such costs 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.

2024, the Company deferred $ 582,679 of offering costs.

As of December 31, 2025, all deferred offering costs were charged against the

gross proceeds upon the completion of IPO on February 13, 2025.

and Equipment, net

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Property and equipment, consisting of land, buildings and recreational facilities, properties improvements, equipment, furniture and

We capitalize costs that materially add value and appreciably extend the useful life of an asset.

The Company capitalizes costs that materially add value and appreciably extend the useful life of an asset.

With respect to golf

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

of Property and Equipment Estimated Useful Lives

Depreciable land improvements

Building and recreational facilities

Properties improvements

Equipment, furniture and fixture

Schedule of Property and Equipment Estimated Useful Lives

land improvements

and recreational facilities

furniture and fixture

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

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As of December 31, 2025 and 2024, no impairment of long-lived assets was recognized.

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.

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.

During the year ended December 31, 2025, all warrants issued are classified within stockholders’ equity.

agent warrant is classified as equity and its fair value was $ 4,183,731 at grant date.

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.

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.

Value of Financial Instruments

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amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market

carrying amounts shown of the Company’s financial instruments including cash and cash equivalents, accounts receivable, other current

assets, accounts payable, accrued liabilities, current portion of bank and other borrowings and lease liabilities and amount due to related

parties are approximate fair value due to their short-term nature.

Non-current portion of bank and other borrowings and lease liabilities

have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms,

credit risk and remaining maturities.

The changes in fair value as a result of the Group’s own non-performance risk for bank and

other borrowings and lease liabilities as of December 31, 2024 and 2023 were assessed to be insignificant.

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 December

31, 2024 and 2023 are accounted for as operating leases.

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.

carrying amounts shown of the Company’s financial instruments including cash and cash equivalents, accounts receivable, refundable

prepaid expenses, other current assets, accounts payable, other payables, accrued liabilities, lease liabilities and amount due to a

related party are approximate fair value due to their short-term nature.

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

Company as of December 31, 2025 and 2024 are accounted for as operating leases.

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.

lease with a term of 12 months or less is considered short-term.

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rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

liabilities primarily include accrued property tax and sales tax and other accrual and payable for the operation of the ordinary course

Payables, 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, property tax payable, accrued salaries and other accrual and payable for the operation of the ordinary

course of business.

and Other Borrowings

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the borrowings using the effective interest method.

All bank and other borrowings have been fully repaid upon listing.

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

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one-time green fees).

The golf courses are open to public and hence our customers include both local and overseas citizens.

The golf courses are open to public and hence the Company’s 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

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There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.

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.

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.

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 operations when service was rendered or no show after booking.

Deposit received is

non-refundable.

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

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functions that support development and operations.

Company accounts for stock-based compensation in accordance with ASC 718 “Compensation-Stock Compensation”.

fair value recognition provisions of guidance, stock-based compensation cost is measured at the grant date based on

the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period.

grant-date fair value of stock-based awards that do not require future service (i.e., vested awards) is expensed immediately.

Stock-based compensation expense recognized in the Company’s consolidated statement of operations is based on awards

ultimately expected to be vested.

Stock-based compensation of $ 1,890,958

was recognized in the consolidated statements of operations for the year ended December 31, 2025.

Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”.

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will be sustained upon examination by the tax authorities.

of December 31, 2024 and 2023, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial

statements, respectively.

of December 31, 2025 and 2024, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the consolidated

financial statements, respectively.

Company recognizes interest and penalties related to uncertain income tax positions in other expense.

1 unchanged sentence

to uncertain income tax positions were recorded during the years ended December 31, 2025 and 2024, respectively.

Earnings Per Share

Company computes (loss) earnings per share, or EPS, in accordance with ASC Topic 260, Earnings per Share (“ASC

ASC 260 requires companies to present basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by the

weighted average common share outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of the

potential common shares (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 shares 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.

For the years ended December 31,

2024, 2023 and 2022, there were no

dilutive shares.

Topic 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.

Company computes loss per share, or EPS, in accordance with ASC Topic 260, Earnings per Share (“ASC 260”).

requires companies to present basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by the weighted average common

stock outstanding for the period.

Diluted EPS presents the dilutive effect on a per share 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,

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.

For the years ended December 31, 2025 and 2024, there were no dilutive common

stocks as the inclusion of both the stock options and the warrants in the loss per common stock calculation would have anti-dilutive

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”

1 unchanged sentence

The management approach considers the internal organization and reporting used by the Company’s

chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s

reportable segments.

Management, including the chief operating decision maker, reviews operation results by the revenue of different

products or services.

Based on management’s assessment, the Company has determined that it has only one operating segment.

assets of the Company are located in Florida and all revenue is generated from Florida.

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.

following table presents summary information of the Company’s single 1 segment for the years ended December 31, 2025 and 2024,

respectively:

Schedule of Segment Information

For the Years Ended

Measure of profit or loss

Reconciliation to net loss before taxes

Operating costs:

Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below)

Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below)

Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below)

Cost of sales

Salaries and benefits

Legal and professional fees

Other general and administration expenses *

Total operating costs

Other reconciliation items

Interest expense

Total other income, net

Net loss before taxes

( 3,768,442 )

Income tax (benefits) expenses

( 3,677,030 )

Other segment disclosures

general and administrative expenses included insurance, rental expenses, bank and credit cards charges, travelling expenses, and

office expenses and etc..

and Contingencies

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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.

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 are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

The Company is currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures, which provides guidance

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Retrospective application is permitted.

We are currently evaluating the impact the adoption of ASU 2023-09 will have on

The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on

its consolidated financial statements and related disclosures.

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The Company is currently evaluating the impact of the on its consolidated financial statements and related disclosures.

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 17, 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

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 operations and comprehensive (loss) income and statements

of cash flows.

would have a material effect on the consolidated balance sheets, statements of operations and comprehensive loss and statements of cash

3 – Inventories, net

of December 31, 2025 and 2024, the inventories of finished goods consisted of the following:

of Inventories

Schedule of Inventories

As of December 31,

Merchandise goods

Food and beverage

Inventories gross

Purchased goods

Impairment of obsolete goods

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Furniture and equipment

Property plant and equipment, gross

Property and equipment, gross

Less - accumulated depreciation

1 unchanged sentence

( 1,753,103 )

Total property plant

and equipment - net

Depreciation expenses for the years ended December

31, 2024, 2023 and 2022, were $ 201,113 , $ 174,207 and $ 163,371 , respectively.

5 – Accounts Payables and Accrued Liabilities

Property and equipment,

expenses for the years ended December 31, 2025 and 2024, were $ 220,500 and $ 201,113 , respectively.

5 – Accounts Payables, other payables and Accrued Liabilities

of December 31, 2025 and 2024, the accounts payable and accrued liabilities consisted of the following:

of Accounts Payable and Accrued Liabilities

Schedule of Accounts Payable and Accrued Liabilities

As of December 31,

Accounts payable

Other payables

Credit cards payables

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Property tax payable

Accrued expenses

Other accrued expenses

Accrued salaries

Accounts payable and

2 unchanged sentences

of December 31, 2025 and 2024, the bank and other borrowings consisted of the following:

Schedule of Bank

and Other Borrowings

Schedule of Bank and Other Borrowings

Fixed Interest

1 unchanged sentence

Initiation date

Maturity date

April 13, 2050

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#5 is secured by the land and building of the golf clubs of the Company.

the years ended December 31, 2024, 2023 and 2022, the Company recognized interest expenses of $ 25,550 , $ 30,393

and $ 36,196 , respectively.

minimum payments under bank and other borrowings as of December 31, 2024 were as follows:

of Future Minimum Payment Under Bank and Other Borrowings

Year ending December 31,

Total bank and other borrowings

the years ended December 31, 2024, 2023 and 2022, the Company had six operating agreements for a period of 4

The leases were for corporate office, golf carts and golf equipment.

the years ended December 31, 2025 and 2024, the Company recognized interest expenses of $ 4,491 and $ 25,550 , respectively.

the years ended December 31, 2025 and 2024, the Company had eight operating agreements for a period of 4 to 5 years.

The leases were

for corporate office, golf carts and golf equipment.

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

of Lease Expense

Years Ended December 31,

For the Years Ended December 31,

Operating lease cost

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Operating lease liabilities

8 – Related Party Transactions

8 – Related Party Transactions and Balances

Relationships

with related parties

of Relationships with Related Parties

Cheung Ching Ping*

of the Company

and Director of the Company

Cheung Chi Ping**

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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.

due to related parties

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Interest-free shareholder’s loans (2)

Cheung Ching Ping

Director’s remuneration (3)

Cheung Ching Ping

Payment operating costs on behalf of the Company

Cheung Chi Ping

Interest-free shareholder’s loans (2)

Interest-free

shareholder’s loans (2)

Cheung Chi Ping

Director’s remuneration (4)

Cheung Chi Ping

Repayment of borrowings on behalf of the Company

Cheung Yick Chung

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Cheung Ching Ping agreed to pay the listing expenses incurred for the initial public offering in Nasdaq on behalf of the Company

before listing with a maximum principal amount of $ 1,000,000

which was then increased to $ 1,100,000 in January 2025.

Pursuant to the facility agreement, the loan is interest-free, unsecured and

repayable on the earlier of within 30 days from the date the Company’s common stock listed on Nasdaq, or December 31, 2025.

As of December 31, 2024 and 2023,

amount of listing expenses paid by Mr.

Cheung Ching Ping on behalf of the Company was $ 1,021,617

and $ 520,964 .

before listing with a maximum principal amount of $ 1,000,000 which was then increased to $ 1,100,000 in January 2025.

the facility agreement, the loan is interest-free, unsecured and repayable on the earlier of within 30 days from the date the Company’s

common stock listed on Nasdaq, or December 31, 2025.

As of December 31, 2024, the amount of listing expenses paid by Mr.

Ping on behalf of the Company was $ 1,021,617 .

The loan was fully settled during the year ended December 31, 2025 upon listing.

April 24, 2014, Mr.

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$ 485,917 and $ 121,454 , respectively.

As of December 31, 2023, amount of outstanding shareholders’ loans owned by the Company

Cheung Ching Ping, Mr.

Cheung Chi Ping and Mr.

Cheung Yick Chung was $ 472,272 , $ 377,817 and $ 94,454 , respectively.

The outstanding balances were fully settled during the year ended December 31, 2025 upon listing.

the year ended December 31, 2025, the Company charged $ 207,500

as director’s remuneration to Mr.

Cheung Ching Ping and recognized under salaries and benefits on the statements of

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.

the sake of compensating Mr.

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For the years

ended December 31, 2024 and 2023, the Company charged $ 110,000 and $ 110,000 , respectively, as director’s remuneration 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, 2024 and 2023, outstanding director’s remuneration was $ 295,900 and $ 185,900 , respectively.

Cheung Ching Ping, Mr.

Cheung Chi Ping and Mr.

Cheung Yick Chung signed an undertaking that no demand on repayment from the Company since

December 31, 2022 and all the outstanding balances, other than the director’s remuneration of $ 295,900 to Mr.

Cheung Chi Ping and

expected to be settled within one year, were fully settled in subsequent between February and March 2025.

disaggregated by major revenue streams and timing of revenue recognition for the years months ended December 31, 2024, 2023 and 2022

are disclosed in the table below:

ended December 31, 2025 and 2024, the Company charged $ 215,000

and $ 110,000 ,

respectively, as director’s remuneration 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, 2024, outstanding

director’s remuneration was $ 295,900 .

As of December 31, 2025, the director’s remuneration payable to Mr.

Cheung Chi Ping of $ 100,000

was fully settled in January 2026.

disaggregated by major revenue streams and timing of revenue recognition for the years ended December 31, 2025 and 2024 are disclosed

in the table below:

of Disaggregation of Revenue

Years ended December 31

For the Years ended December 31

Golf operations – annual subscription green fees

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Total revenue

10 – Stock-Based Compensation

the year ended December 31, 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.

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

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.

following table summarizes the Company’s activity with respect to its stock options under the 2025 Plan for the year ended December

of Stock Options Activity

Weighted-average

exercise price

Outstanding as of January 1, 2025

Forfeited or cancelled*

Outstanding at December 31, 2025

Exercisable as of December 31, 2025

exercise allows the holders to exercise their stock options without paying the strike price in cash.

Instead, the holders can use

the value of the shares themselves to cover the cost and the unexercised options were treated as forfeited or cancelled during 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

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.

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

of Fair Value of Each Option Award Estimated Assumption

dividend yield

exercise multiple

compensation of $ 1,890,958 was recognized in the consolidated statements of operations for the year ended December 31, 2025 (2024:

11 – Stockholders’ Equity

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was issued to Trendy View, at an aggregate cash consideration of $ 10,000 .

As a result, as of December 31, 2024, 2023 and 2022, 10,000,000

shares of Series A Preferred Stock are issued and outstanding.

This has been retrospectively reflected in the consolidated financial

statements as discussed in Note 1

As a result, as of December 31, 2025 and 2024, 10,000,000 shares

of Series A Preferred Stock are issued and outstanding.

This has been retrospectively reflected in the consolidated financial statements

as discussed in Note 1.

Company has authorized 450,000,000 shares of common stock with a par value of $ 0.001 per share.

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holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought.

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

Company issued 5,440,000 shares of common stock for the exchange of 100 ordinary shares owned by the shareholder of the Company’s acquired subsidiary,

January 17, 2024, the Company allotted 6,800,000 shares of common stock at par value $ 0.001 of the Company to Ace Champion Investments

23 unchanged sentences

and Trendy View of 1,088,000 shares of common stock.

a result, as of December 31, 2024 and 2023, 10,880,000 shares of common stock are issued and outstanding.

All the above transactions

have been retrospectively reflected in the consolidated financial statements as discussed in Note 1.

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.

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.

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.

a result, as of December 31, 2025 and 2024, 15,268,515 and 10,880,000 shares of common stock are issued and outstanding, respectively.

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

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.

connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common

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.

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 .

of December 31, 2025, except for a total of 1,353,988 of the Pre-funded Warrants were exercised and converted to the common stocks of

the Company with outstanding balance of 28,531,069 , none of the common A warrants, common B warrants and placement agent warrants were

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.

12 – Income Tax

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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 years ended December 31, 2024, 2023 and 2022 are

in the statements of income represents:

Of Taxation In The Statements Of Income

21 % and state of Florida tax rate of 5.5 % to the income tax amount recorded for the years ended December 31, 2025 and 2024 are as follows:

in the statements of operations represents:

Schedule of Taxation in the Statements of Income

For the Years Ended December 31,

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- Deferred tax assets

- recognition of prior year NOLs

- recognition for the year

- utilization of NOLs brought forward

- utilization of NOLs recognized during the year for prior year NOLs

- Deferred tax liabilities

- recognition for the year

- (reversal) recognition for the year

Deferred tax assets Liabilities

1 unchanged sentence

- Deferred tax assets

- recognition of prior year NOLs

- recognition for the year

- utilization of NOLs brought forward

- utilization of NOLs recognized during the year for prior year NOLs

- Deferred tax liabilities

1 unchanged sentence

Deferred tax assets Liabilities

Total income tax expenses (benefits)

reconciliation of the effective income tax rates reflected in the accompanying consolidated statements of income to the federal

Total income tax (benefits) expenses

reconciliation of the effective income tax rates reflected in the accompanying consolidated statements of operations to the federal

statutory rate of 21 % for the years ended December 31, 2025 and 2024 is as follows:

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Permanent difference

Effect of deferred tax assets for prior years NOLs recognized in the current year at Federal statutory tax rate

Effect of deferred tax assets for prior years NOLs recognized in the current year at state of Florida tax rate

Effective tax rate

Effect of state of Nevada tax represented the audit fee expenses in relation to IPO incurred by the Company which is incorporated in the state of Nevada which is not subject to state income tax.

of state of Nevada tax represented the audit fee expenses in relation to IPO and operating costs incurred by the Company which is

incorporated in the state of Nevada which is not subject to state income tax.

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

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Federal statutory tax:

Beginning of the period/year

Recognized during the period/year

End of the period/year

Beginning of the year

(Reversal) recognized during the year

End of the year

State of Florida tax:

Beginning of the period/year

Recognized during the period/year

End of the period/year

Beginning of the year

(Reversal) recognized during the year

End of the year

Deferred tax liabilities

2 unchanged sentences

Federal statutory tax:

Beginning of the period/year

Recognized during the period/year

Utilized during the period/year

End of the period/year

Beginning of the year

Recognized during the year

Utilized during the year

End of the year

State of Florida tax:

Beginning of the period/year

Recognized during the period/year

Utilized during the period/year

End of the period/year

Beginning of the year

Recognized during the year

Utilized during the year

End of the year

valuation allowance

2 unchanged sentences

the net operating loss and temporary difference can be utilized.

of December 31, 2024 and 2023, the Company had $ 857,177

and $ 891,057 , respectively, of NOLs which can be carried forward indefinitely.

of December 31, 2025 and 2024, the Company had $ 1,166,970 and $ 857,177 , respectively, of 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

13 – Loss per Common Stock

loss per common stock for calculating basic and diluted loss per common stock was calculated as follows:

Schedule of Net loss Per Common Stock

For the Years Ended December 31,

( 3,677,030 )

Basic and diluted weighted average number of common stocks outstanding

Loss per common stock

loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding during the year.

loss per common stock is the same as basic loss per common stock for all periods presented because the inclusion of all potential common

stocks ( 1,455,000 stock options and 90,691,897 warrants) would have been anti-dilutive, as it would have reduced the net loss per share.

14 – Risk and Uncertainties

Company’s principal financial assets are cash and cash equivalents and accounts 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.

Company’s principal financial assets are cash and cash equivalents 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.

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

3 unchanged sentences

with existing customers.

Since all accounts receivable as of December 31, 2024 and 2023 are aged within one year and collected all receivables

subsequent to year end, minimum credit risk was noted for accounts receivable.

Since all receivable as of December 31, 2025 and 2024 are aged within one year and collected all receivables

subsequent to year end, minimum credit risk was noted for receivable.

concentration risk

of December 31, 2025 and 2024, the Company owed 87 % and 94 % of accounts payable to a key supplier, respectively.

the years ended December 31, 2024, 2023 and 2022, one vendor accounted for 31 %, 29 %

of our total operating costs, respectively.

No other vendor accounts for more than 10 %

of our total operating costs for the years ended December 31, 2024, 2023 and 2022, respectively.

the years ended December 31, 2025 and 2024, one vendor accounted for 15 % and 31 % of the Company’s total operating costs, respectively.

vendor accounts for more than 10% of the Company’s total operating costs for the years ended December 31, 2025 and 2024, respectively.

rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market

6 unchanged sentences

without incurring unacceptable losses or risking damage to the Company’s reputation.

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.

Our ability to continue as a going concern is

dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current

and future liquidity needs.

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.

The Company’s ability to continue as a going concern is dependent upon obtaining the necessary financing or

negotiating the terms of the existing short-term liabilities to meet the Company’s current and future liquidity

15 – Commitments and Contingencies

entered into operating leases for corporate office, golf carts and golf equipment for terms of four to five years.

Our commitments for

minimum lease payment under these operating leases as of December 31, 2024 are listed in section “Note 7 — “Leases”.

time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business.

Based on currently available

information, we do 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 our financial position, results of operations or cash flows.

However, litigation is subject

to inherent uncertainties and our view of these matters may change in the future.

We record a liability when it is both probable that

a liability has been incurred and the amount of the loss can be reasonably estimated.

We review the need for any such liabilities on

a regular basis.

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 December 31, 2025 are listed in section

“Note 7 — “Leases”.

time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business.

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.

16 – Subsequent Events

1 unchanged sentence

these consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure

in these consolidated financial statements other than disclosed below.

February 13, 2025, the Company announced the closing of its 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 stock share for a total of US$ 12,000,000

in gross proceeds.

The Company raised total net proceeds of approximately US$ 10.6

million after deducting underwriting discounts and commissions and offering expenses.

in these consolidated financial statements other than disclosed below which has no effect on the consolidated financial statements.

January 28, 2026, the Company announced the changes of directors and officers effective January 29, 2026, including the resignation of

Cheung Chi Ping as CEO, President and director of the Company, and Mr.

Cheung Ching Ping as Chairman and director of the Company.

Both individuals transitioned to roles at the Company’s wholly-owned subsidiaries, Chrome Field I, Inc.

and Chrome Field II, Inc.

Additionally,

the board appointed Matthew J.

Saker as Interim CEO and Christopher Schraft as an independent director and Chair of the Compensation

Committee, effective January 29, 2026.

March 8, 2026, the Company has entered into a definitive agreement to acquire Autonomous Power Corporation (the “Target”)

through a merger.

Under the terms, each share of the Target will be converted into the right to receive shares of the Company’s

common stock based on a set exchange ratio.

The former stockholders of the Target are also eligible for up to an additional 50 million

shares as earn-out consideration if certain performance milestones are met.

Following the transaction, the combined Company’s board will

be reconstituted with five directors selected by the Target, and Andrew Fox is expected to become the CEO and Chair.

Concurrently,

the Company secured a committed $ 9.0 million private placement (“PIPE”) with institutional investors, which is a condition

to closing the merger.

The financing involves the sale of common stock and pre-funded warrants at a price of $ 3.00 per share, with Dominari

Securities LLC acting as placement agent.

The merger is subject to customary conditions, including the effectiveness of an S-4 registration

statement, stockholder approvals from both companies, and Nasdaq listing approval.

The transaction is intended to qualify as a tax-free

reorganization, with a termination date set for December 31, 2026, if not completed by then.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures