Aureus Greenway Holdings Inc 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Pursuant to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (the Company’s principal executive officer and interim principal accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 29 We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Inherent Limitations Over Internal Controls Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive officer and principal financial officer, or persons performing similar functions, and effected by a company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company’s assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management’s Report on Internal Control over Financial Reporting Our 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. We 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. We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors. This annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by the Company’s registered public accounting firm. Changes in Internal Controls over financial reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 30 Item 9B. Other Information. (a) None. (b) Rule 10b5-1 Trading Plans During the quarter ended December 31, 2025, none of our directors or executive officers adopted , modified , or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangements” as defined in Item 408(c) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth certain information with respect to our directors, executive officers and significant employees: Name Age Position Executive Officers: Mr. Matthew J. Saker (4) 62 Interim Chief Executive Officer and Director Mr. Sam Wai Sing Lui 37 Chief Financial Officer Non-Executive Directors: Mr. Christopher Schraft (1)(2)(3)(5) 61 Independent Director and Chair of Compensation Committee Mr. Vuk Jeremić (1)(2)(3)(5) 50 Independent Director and Chair of Nominating and Corporate Governance Committee Ms. Xinyue Jasmine Geffner (1)(2)(3) 53 Independent Director and Chair of the Audit Committee (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) On January 28, 2026, our former Chief Executive Officer Mr. C. P. Cheung and our former Director and Chairman of the Board of Directors Mr. S. Cheung resigned from their positions, effectively as of January 28, 2026. On January 28, 2026, Matthew J. Saker resigned as an Independent Director, effective January 29, 2026 and became the Company’s Interim Chief Executive Officer and Director. (5) 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. Each of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his or her successor is elected and qualified or until his death, resignation or removal. Our Board appoints our officers, and each officer is to serve until his or her successor is appointed and qualified or until his or her death, resignation or removal. Mr. Matthew J. Saker , Chief Executive Officer and Director Mr. Matthew J. 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. Mr. Saker obtained his bachelor of science degree in business & economics from St. 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. 31 Mr. Sam Wai Sing Lui , Chief Financial Officer Mr. Lui is our Chief Financial Officer and has served in this role since November 2023. Mr. Lui is responsible for the following matters relating to our Group: ● financial reporting of our managing accounting operations, statutory financial audit reporting and coordinating corporate tax submissions; ● preparation of budget and financial forecasts; and ● development and implementation of financial policies and procedures in business process. Mr. 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: 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. 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 projects, audit for various listed companies in Hong Kong and overseas audit in New York. From June 2009 to February 2011, Mr. Lui 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 . Mr. 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 and Association of Chartered Certified Accountants. Mr. Christopher Schraft , Independent Director, Chair of the Compensation Committee and member of the Audit Committee and Nominating Committee Mr. 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. Mr. 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. Earlier 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. Mr. Schraft obtained his B.S. in Marketing from Plymouth State University in 1988 and an MBA from NYU Stern School of Business in 2006. Mr. Vuk Jeremić , Independent Director, Chair of the Nominating Committee and member of the Audit Committee and Compensation Committee Vuk 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, Mr. Jeremić served as an director of Onconetix, Inc. (Nasdaq: 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. In 2016, Mr. 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). Mr. 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. Mr. 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. Mr. 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. Mr. Jeremić served as the President of the Serbian Tennis Federation from 2011 to 2015. 32 Mr. 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. Mr. 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. Ms. Xinyue Jasmine Geffner , CPA, Independent Director, Chair of the Audit Committee and member of the Compensation Committee and Nominating Committee Ms. Geffner is an independent director of the Company and has served since November 2024. Ms. Geffner is the chair of the audit committee and as member of the compensation and nominating and corporate governance committees. Ms. Geffner has more than 20 years of experience in capital markets, mergers & acquisitions, management, finance and accounting. Ms. 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: 3626), since May 2025. Ms. Geffner is an independent director of Helport AI Limited (Nasdaq: HPAI) since August 2024. Ms. Geffner was previously an independent director of NWTN Inc. (Nasdaq: NWTN) from November 2022 to December 2024, Tristar Acquisition I Corp. (NYSE: TRIS) from August 2023 to August 2024, and China Finance Online Co. Limited (Nasdaq: JRJC) from May to November 2021, respectively. Ms. 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. Ms. Geffner obtained her Bachelor of Business Administration with a major in international marketing and finance from City University of New York in 1994, and a Master of Business Administration degree majoring in finance and accounting from New York University in 1997. She is a certified public accountant in Washington State, USA as well as in Hong Kong and is also a chartered financial analyst. Term of Office Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. Board Committees We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the three committees. Copies of our committee charters are posted on our corporate investor relations website. Each committee’s members and functions are described below. 33 Audit Committee. Our Audit Committee consists of Mr. Christopher Schraft, Mr. Vuk Jeremić, and Ms. Xinyue Jasmine Geffner. Ms. 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. 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. The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● monitoring management’s communication and implementation of the Company’s anti-fraud policy; ● reviewing the Company’s cybersecurity mitigation measures and practices periodically; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Compensation Committee. Our Compensation Committee consists of Mr. Christopher Schraft, Mr. Vuk Jeremić, and Ms. Xinyue Jasmine Geffner. Mr. 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: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the shareholders for determination with respect to the compensation of our directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. Nomination Committee. Our Nomination Committee consists of Mr. Christopher Schraft, Mr. Vuk Jeremić, and Ms. Xinyue Jasmine Geffner. Mr. 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: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. 34 Family Relationships There are no family relationships among any of our directors or executive officers. Certain Legal Proceedings To our knowledge, no director, independent director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years. Code of Ethics The Company adopted a Code of Ethics applicable to its directors, officers, and employees. This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of 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. Compensation Recovery Policy In 2025, we adopted an executive compensation recovery policy or “Clawback Policy” in compliance with Nasdaq rules. Under our Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under any United States securities laws, we will be entitled to recover (and will seek to recover), from our executive officers, any excess incentive-based compensation received by our executive officers during the three-year period prior to the date on which we are required to prepare the restatement. This policy applies to both equity-based and cash compensation awards. The “excess compensation” is the difference between the actual amount that was paid and the amount that would have been paid if the financial statements were prepared properly in the first instance. Item 11. Executive Compensation. Introduction We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This section provides an overview of our executive compensation program, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. For the year ended 2025, our named executive officers (“Named Executive Officers” or “NEOs”) were: ● C. P. Cheung, our former Chief Executive Officer; and ● Sam Wai Sing Lui, Chief Financial Officer. The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance. 35 Compensation of Directors and Named Executive Officers The following table presents information regarding the total compensation (excluding equity-based compensation reported) awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years indicated. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards Earned ($) Total ($) C. P. Cheung 2024 $ 60,000 $ 50,000 $ - $ 110,000 Our former Director and Chief Executive Officer 2025 $ 115,000 $ 100,000 $ 75,619 $ 290,619 Sam Wai Sing Lui 2024 $ 18,000 $ - $ - $ 18,000 Chief Financial Officer 2025 $ 98,000 $ 60,000 $ 22,074 $ 180,074 Compensation of Directors We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to us. Employment Arrangements with Named Executive Officers We have entered into executive agreements with Mr. C. P. 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. Currently, the annual compensation of each of the executive officers is fixed by the board of directors. The named executive officers are also entitled to participate in the Company’s benefit plans, which benefits are generally available to all full-time employees. Below are descriptions of the material terms of the employment agreements and employment letters with Aureus Greenway’s Named Executive Officers. Employment Agreement between Mr. C. P. Cheung and our Company Retroactively effective as of January 1, 2022, Mr. C. P. Cheung entered into an employment agreement with the Company. The agreement provides for an annual base salary in the amount of $100,000, together with an additional discretionary bonus. As of January 1, 2023, we increased the annual base salary to $110,000. On April 10, 2024 we entered into an amended employment agreement with Mr. C. P. Cheung whereby we decreased Mr. C. P. Cheung’s annual base salary to $60,000. Mr. C. P. Cheung is also entitled to a bonus for every financial year of the Company equal to ten percent (10%) of the net profits earned by the Company during that year. However, the bonus will not be less than US$50,000. If Mr. C. P. Cheung serves the Company for only part of the financial year, the bonus will be prorated accordingly, except in cases where employment is terminated whereby no bonus is payable. Net profits for calculating the bonus are determined after deducting all usual business charges and expenses, including remuneration based on the previous year’s net profits, but before any taxes or duties are deducted. Any capital profits or losses not in the ordinary course are excluded. Any disputes regarding the bonus amount are referred to the company’s auditors, whose certification will be final and conclusive. Mr. C. P. Cheung’s employment began for an initial term of 3 years. The initial term of the employment agreement will automatically renew for successive 3-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until Mr. C. P. Cheung’s successor in his capacity as a director of the Company is duly elected and qualified. The agreement also provides that Mr. C. P. Cheung shall not, during the term of the agreement and for 6 months after cessation of employment, carry on business in competition with us. On July 23, 2025, the remuneration for Mr. C.P. Cheung was revised to an annual salary of $150,000. Employment Agreement between Mr. Lui and our Company Retroactively effective as of January 1, 2023, Mr. Lui entered into an employment agreement with the Company, the Chief Financial Officer of the Company. 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. On July 23, 2025, the remuneration for Mr. Lui was revised to an annual salary of $125,000. Annual Cash Bonuses All of Aureus Greenway’s executive officers were eligible to receive a cash bonus for the year ended December 31, 2025. 36 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding equity awards held by the Named Executive Officers as of December 31, 2025. Name Number of Securities Underlying Unexercised Options (#) Exercisable (1) Option Exercise Price ($) Date of Grant Date of Vesting Option Expiration Date Ching Ping Stephen Cheung 750,000 $ 1.00 September 24, 2025 September 24, 2025 September 24, 2035 Ching Ping Stephen Cheung 550,000 $ 1.25 September 24, 2025 September 24, 2025 September 24, 2035 ChiPing Cheung 60,000 $ 1.25 September 24, 2025 September 24, 2025 September 24, 2035 (1) All option awards were granted under the 2025 Stock Incentive Plan and vested fully upon grant. The 2025 Equity Incentive Plan On 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. The 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. Share Awards. 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. All 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”). Stock Options . 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. Options 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. Stock 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. Restricted Stock . 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. 37 Restricted 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. Share 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. Stock Bonus Awards . The Compensation Committee may grant stock bonus awards based in whole or in part by reference to our Common Stock. 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. Share Reserve. 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. If 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. 38 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. Amendment 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. Non-Employee Director Compensation The 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. Name Year Fees Earned ($) Stock Awards Earned ($) Total ($) Stephen Ching Ping Cheung (3) 2025 207,500 1,651,426 1,858,926 2024 - - - Kay Hwa Tang (1) 2025 31,500 25,206 56,706 2024 - - - Joshua Tay (1) 2025 31,500 25,206 56,706 2024 - - - Xinyue Jasmine Geffner 2025 64,500 25,206 89,706 2024 - - - Vuk Jeremić (2) 2025 23,333 - 23,333 2024 - - - Matthew J. Saker (2) 2025 29,583 - 29,583 2024 - - - (1) 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. (2) On September 9, 2025, Mr. Vuk Jeremić and Mr. Matthew J. Saker were appointed as independent directors, effective as of September 9, 2025. On January 28, 2026, Mr. Matthew J. Saker was appointed as interim Chief Executive Officer of the Company and a Director, effective as of January 29, 2026. (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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table provides information with respect to the beneficial ownership of our Common Stock as of the date of this Report, by: ● each of our executive officers and directors; ● all of our current directors and executive officers as a group; and ● each person or entity, or group of persons or entities, known by us to own beneficially more than 5% of our Common Stock. We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws. 39 Percentage 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 Number (1) % (2) Number (1) % (2) % Directors and Named Executive Officers Mr. Matthew J. Saker 150,000 * % - - % * % Mr. Sam Wai Sing Lui - - % - - % - % Independent Directors: Mr. Vuk Jeremić 50,000 * % - - % * % Mr. Christopher Schraft 50,000 * % - - % * % Ms. Xinyue Jasmine Geffner 50,000 * % - - % * % All directors and named executive officers as a group 300,000 1.48 % - - % * % Principal Stockholders holding 5% or more: Ace Champion Investments Limited (4) 3,290,000 16.2 % - % 1.5 % Chrome Fields Asset Management (5) 2,352,000 11.6 % - % 1.1 % The Steven Scopellite 2021 Irr (6) 650,000 3.2 % 10,000,000 100 % 91.1 % * Designates less than 1% (1) Under 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 of shares; 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. (2) 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. (4) Mr. S. Cheung has sole voting and dipositive power over the shares held by Ace Champion Investments Limited. (5) Mr. C. P. Cheung has sole voting and dispositive power over the shares held by Chrome Fields Asset Management LLC. (6) The 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. 40 Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2025. Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(#) Weighted-average exercise price of outstanding options, warrants and rights (b)($) 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) 1.125 - (1) Total 1,455,000 1.125 - (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 . Item 13. Certain Relationships and Related Transactions, and Director Independence. Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Other than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January 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. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung to us in connection with the acquisition of Kissimmee Bay and Remington (the “2014 Loans”). Such loans to were made by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung (“Mr. Y. C. Cheung”, the father of Mr. C. P. Cheung and Mr. S. Cheung) in proportions of 50%, 40%, and 10% consisting of loans from (i) Mr. S. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $723,869.58, and $653,809.85, respectively, (ii) Mr. C. P. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $579,095.66, and $523,047.87, respectively, and (iii) Mr. Y. C. 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. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung were for amounts of $472,271, $377,817, and $94,454, respectively, and (ii) the amount of principal paid by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. 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. S. Cheung, Mr. C. P. 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. As of the date of this Report, we had no outstanding balance with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung. On September 7, 2023, the Company entered into a loan facility agreement or the “Expense Loan” with Mr. S. 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. On February 19, 2025, 2025 Mr. S. 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. S. Cheung. 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. Y. C. Cheung and Ms. Chan Lee, parents of Mr. S. Cheung, and Mr. C. P. 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. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung in proportions of 50%, 40%, and 10% for a loan facility of up to $500,000 consisting of loans from (i) Mr. S. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $250,000, (ii) Mr. C. P. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $200,000, and (iii) Mr. Y. C. 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. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. 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. S. Cheung, Mr. C. P. 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. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung under the 2024 Loan. On July 23, 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 . Pursuant 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 of $633,750. 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. S. Cheung and Mr. C.P. 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. C. P. Cheung purchased the Memberships from the Chrome Subsidiaries at an aggregate purchase price of $322,500, and Mr. S. 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 Mr. S. Cheung, the Company’s former Chief Executive Officer, and Mr. C.P. Cheung, the Company's former director and Chairman of the Board, was incidental to their business purpose. Each of Mr. S. Cheung and Mr. C. P. 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. 41 Item 14. Principal Accounting Fees and Services. The following table sets forth fees billed to us by our independent auditor for the years ended December 31, 2025 and 2024 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as audit fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance. SERVICES 2024 2025 Audit fees $ 230,500 $ 145,000 Audit-related fees - - Tax fees 3,000 - All other fees - 40,000 Total fees $ 233,500 $ 185,000 Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual consolidated financial statements and the review of our interim consolidated financial statements. Before our independent accountants were engaged to render these services, their engagement was approved by our Directors. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: The audited balance sheet of the Company as of December 31, 2025, the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of WWC, P.C., independent auditors, are filed herewith. (2) Financial Schedules: None 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: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report. (b) The 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. Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties: ● may 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; ● may apply standards of materiality that differ from those of a reasonable investor; and ● were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact. Exhibit Number Description 3.1 Articles of Incorporation (incorporated by reference Exhibit 3.1 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024). 3.2 Certificate of Amendment to the Articles of Incorporation (incorporated by reference Exhibit 3.2 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024). 3.3 Certificate of Designation of Series A Preferred Stock (incorporated by reference Exhibit 3.3 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024). 3.4 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). 4.1 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) 4.2 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) 4.3 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) 4.4 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) 42 4.5 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) 4.6 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) 10.1 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). 10.2 Independent Director Offer Letter between the Company and Tang Kay Hwa (incorporated by reference Exhibit 10.2 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024). 10.3 Independent Director Offer Letter between the Company and Jasmine Geffner (incorporated by reference Exhibit 10.3 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024). 10.4 Agreement between the Company and SSS Down to Earth, LLC, dated April 1, 2019, as supplemented on December 19, 2023, and assigned on June, 14, 2024 (incorporated by reference Exhibit 10.4 to the Company’s post-effective registration statement on Form S-1, filed with the SEC on December 19, 2024). 10.5 Employment Agreement, dated as of April 10, 2024, by and between Mr. 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. 2025) 10.6 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. 2025) 10.7 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) 10.8 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) 10.9 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) 10.10 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) 10.11 Independent Director Offer Letter between the Company and Vuk Jeremic 10.12 Amendment to the Independent Director Offer Letter between the Company and Vuk Jeremic 10.13 Employment Agreement between the Company and Matthew Saker 10.14 Independent Director Offer Letter between the Company and Christopher Schraft 10.15 Amendment to the Independent Director Offer Letter between the Company and Xinyue Jasmine Geffner 10.16 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) 10.17 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) 10.18 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) 10.19 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) 10.20 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) 10.21 Strategic Services Agreement with dated March 17, 2025 by and between the Company and Cross Border Capital Limited 14.1 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). 19 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). 21.1 List of Subsidiaries. 24.1 Powers of Attorney (the signature page to this registration statement) 31.1 Certification of Principal Executive Officer required by Rule 13a-14(a). 31.2 Certification of Principal Financial Officer required by Rule 13a-14(a). 32.1 Certification required by Section 1350 of Chapter 63 of Title 18 of the United States Code. 97.1 Compensation Recovery Policy (incorporate by reference Exhibit 97.1 to the Company’s Annual Report on Form 10-K dated March 28, 2025) 101. INS Inline XBRL Instance Document. 101. SCH Inline XBRL Taxonomy Extension Schema Document. 101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type the Company treats as private or confidential. + Management contract or compensatory plan ITEM 16. FORM 10-K SUMMARY We have elected not to provide a summary of the information provided in this annual report on Form 10-K. 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AUREUS GREENWAY HOLDINGS INC. By: /s/ Matthew J. Saker Matthew J. Saker Chief Executive Officer (Principal Executive Officer) By: /s/ Sam Wai Sing Lui Sam Wai Sing Lui Chief Financial Officer (Principal Accounting Officer) Each person whose signature appears below constitutes and appoints ChiPing Cheung and Sam Wai Sing Lui, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Matthew J. Saker Chief Executive Officer and Director March 31, 2026 Matthew J. Saker (Principal Executive Officer) /s/ Sam Wai Sing Lui Chief Financial Officer March 31, 2026 Sam Wai Sing Lui (Principal Accounting Officer) /s/ Xinyue Jasmine Geffner Director March 31, 2026 Xinyue Jasmine Geffner /s/ Christopher Schraft Director March 31, 2026 Christopher Schraft /s/ Vuk Jeremic Director March 31, 2026 Vuk Jeremic 44 Index to Financial Statements FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Page(s) Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 1171 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Stockholders of Aureus Greenway Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aureus Greenway Holdings Inc. and its subsidiaries (collectively the “Company”) 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”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on our financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. WWC, P.C. Certified Public Accountants PCAOB ID: 1171 We have served as the Company’s auditor since 2023 San Mateo, California March 31, 2026 F- 2 AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 2025 2024 As of December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 28,668,169 $ 457,142 Accounts receivable, net 44,751 20,778 Short-term investment - 6,778 Inventories, net 34,415 55,817 Deferred offering costs - 582,679 Prepaid expenses 314,602 - Other current assets 20,124 2,078 Total current assets 29,082,061 1,125,272 Non-current assets Property and equipment, net 3,937,431 3,083,923 Operating lease right-of-use assets 933,778 775,546 Deferred tax assets 309,247 227,152 Prepaid expenses 488,821 - Total non-current assets 5,669,277 4,086,621 Total Assets $ 34,751,338 $ 5,211,893 Liabilities and Stockholders’ Equity Current liabilities Accounts payable, other payables and accrued liabilities $ 688,927 $ 420,005 Contract liabilities - deferred revenue 145,980 162,226 Bank and other borrowings – current - 94,007 Due to related parties 216,598 2,532,160 Operating lease liabilities – current 242,256 195,115 Total current liabilities 1,293,761 3,403,513 Non-current liabilities Bank and other borrowings - non-current - 98,371 Operating lease liabilities - non-current 691,522 580,431 Deferred tax liabilities 50,797 60,114 Total non-current liabilities 742,319 738,916 Total Liabilities 2,036,080 4,142,429 Commitments and contingencies (Note 15) - - Stockholder’s Equity Preferred stock: 50,000,000 shares authorized; $ 0.001 par value, 20,000,000 shares of series A preferred stock designated; 10,000,000 shares issued and outstanding as of December 31, 2025 and 2024 10,000 10,000 Common stock: 450,000,000 shares authorized; $ 0.001 par value, 15,268,515 and 10,880,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively 15,269 10,880 Additional paid-in capital 37,389,259 2,082,456 Subscription receivables - ( 11,632 ) Accumulated deficit ( 4,699,270 ) ( 1,022,240 ) Total Stockholder’s Equity 32,715,258 1,069,464 Total Liabilities and Stockholder’s Equity $ 34,751,338 $ 5,211,893 The accompanying notes are an integral part of these consolidated financial statements. F- 3 AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in U.S. dollars, except for the number of shares) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 For the Years Ended December 31, 2025 2024 Revenue Golf operations 2,174,376 2,443,178 Sales of food and beverage 614,997 648,738 Sales of merchandise 105,380 115,262 Ancillary revenue 69,624 91,183 Total revenue 2,964,377 3,298,361 Operating costs: Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below) 1,413,436 1,367,958 Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below) 204,653 186,602 Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below) 57,124 54,876 Cost of sales 57,124 54,876 Salaries and benefits 3,300,897 724,157 Depreciation 220,500 201,113 Legal and professional fees 733,397 300,281 Other general and administration expenses 1,440,569 645,406 Total operating costs 7,370,576 3,480,393 Loss from operations ( 4,406,199 ) ( 182,032 ) Other income (expense) Interest expense ( 4,491 ) ( 25,550 ) Other income 642,248 44,818 Total other income, net 637,757 19,268 Loss before income tax ( 3,768,442 ) ( 162,764 ) Income tax (benefits) expenses ( 91,412 ) 20,936 Net Loss ( 3,677,030 ) ( 183,700 ) Comprehensive Loss ( 3,677,030 ) ( 183,700 ) Loss per common stock (Note 13) Basic and diluted ( 0.27 ) ( 0.02 ) Weighted average number of common stocks outstanding (Note 13) Basic and diluted 13,859,559 10,880,000 The accompanying notes are an integral part of these consolidated financial statements. F- 4 AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Shares Amount Shares Amount capital receivables deficit Total Preferred Stock Common Stock Additional paid-in Subscription Accumulated Shares Amount Shares Amount capital receivables deficit Total Balance, December 31, 2023 10,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 18,160 ) $ ( 838,540 ) $ 1,246,636 Proceeds from stockholders for settlement of subscription receivables - - - - - 6,528 - 6,528 Net loss - - - - - - ( 183,700 ) ( 183,700 ) Balance, December 31, 2024 10,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 11,632 ) $ ( 1,022,240 ) $ 1,069,464 Balance 10,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 11,632 ) $ ( 1,022,240 ) $ 1,069,464 Proceeds from stockholders for settlement of subscription receivables - - - - - 11,632 - 11,632 Issue of common stocks - - 3,000,000 3,000 9,897,234 - - 9,900,234 Issue of pre-funded warrants (net of commission to placing agent) in Private Placement - - 1,353,988 1,354 23,518,646 - - 23,520,000 Recognition of stock-based compensation - - - - 1,890,958 - - 1,890,958 Exercise of stock options - - 34,527 35 ( 35 ) - - - Net loss - - - - - - ( 3,677,030 ) ( 3,677,030 ) Balance, December 31, 2025 10,000,000 $ 10,000 15,268,515 $ 15,269 $ 37,389,259 $ - $ ( 4,699,270 ) $ 32,715,258 Balance 10,000,000 $ 10,000 15,268,515 $ 15,269 $ 37,389,259 $ - $ ( 4,699,270 ) $ 32,715,258 The accompanying notes are an integral part of these consolidated financial statements. F- 5 AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 For the Years Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net loss ( 3,677,030 ) ( 183,700 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation 220,500 201,113 Unpaid director’s remuneration 200,000 110,000 Stock-based compensation 1,890,958 - Provision for allowance for expected credit losses 5,277 - Changes in operating assets and liabilities: Accounts receivable ( 29,250 ) 15,521 Prepaid expenses ( 803,423 ) - Other current assets ( 18,046 ) ( 1,953 ) Inventories 21,402 ( 113 ) Deferred tax assets ( 82,095 ) 8,978 Accounts payable, other payables and accrued liabilities 268,922 ( 75,925 ) Contract liabilities - deferred revenue ( 16,246 ) 3,797 Deferred tax liabilities ( 9,317 ) 11,958 Net Cash (Used in) Provided by Operating Activities ( 2,028,348 ) 89,676 Cash Flows from Investing Activities: Purchase of property and equipment ( 1,074,008 ) ( 126,679 ) Short-term investment 6,778 ( 6,778 ) Net Cash Used in Investing Activities ( 1,067,230 ) ( 133,457 ) Cash Flows from Financing Activities: Proceeds from issue of common stocks 10,654,093 - Proceeds from issue of common stocks and pre-funded warrants 23,520,000 - Proceeds from stockholders for settlement of subscription receivables - 6,528 Proceeds from related party loan 72,083 980,753 Repayments to related party loan ( 2,576,013 ) ( 210,000 ) Repayments of bank and other borrowings ( 192,378 ) ( 592,937 ) Deferred offering costs ( 171,180 ) ( 329,715 ) Net Cash Generated from (Used in) Financing Activities 31,306,605 ( 145,371 ) Net change in cash and cash equivalents 28,211,027 ( 189,152 ) Cash and cash equivalents, beginning of year 457,142 646,294 Cash and cash equivalents, end of year 28,668,169 457,142 Supplemental cash flow information: Cash paid for interest 4,491 25,550 Cash paid for tax - - Supplemental non-cash financing activity: Prepaid offering costs net off with additional paid-in capital 582,679 - Initial recognition of lease obligations related to right-of-use assets 370,114 - The accompanying notes are an integral part of these consolidated financial statements. F- 6 AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and Business Business Aureus Greenway Holdings Inc. (the “Company” or “Aureus”) was incorporated on December 22, 2023 in the state of Nevada. The Company conduct business activities principally through the Company’s wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging in operation of golf course and selling of merchandise and food and beverages. As of December 31, 2025, the Company own and operate two golf clubs in Florida that consisting of over 289 acres of multi-service recreational property. Pine Ridge Group Limited (“Pine Ridge”) was acquired by Mr. Cheung Chi Ping from independent third parties on December 31, 2013. Chrome Field I, Inc. (“Chrome I”) was incorporated on December 24, 2013 in the State of Delaware. Chrome I the is sole member of FSC Clearwater, LLC (“Clearwater I”) which was incorporated in the State of Florida on January 21, 2014. Clearwater I owns and operates Kissimmee Bay Country Club, a privately-owned golf course that is open to the general public. Chrome Field II, Inc. (“Chrome II”) was incorporated on April 13, 2014 in the State of Delaware. Chrome II the is sole member of FSC Clearwater II, LLC (“Clearwater I”) which was incorporated in the State of Florida on March 20, 2014. Clearwater II owns and operates Remington Golf Club, a privately-owned golf course that is open to the general public. As at the date of this report, details of the subsidiaries of the company are as follows: Schedule of Subsidiaries of Company Name Place and date of formation Ownership Principal activity Pine Ridge Group Limited (“Pine Ridge”) British Virgin Islands (“BVI”) 100 % (directly) Investment holding Chrome Fields I, Inc. (“Chrome I”) Delaware 100 % (indirectly) Investment holding Chrome Fields II, Inc. (“Chrome II”) Delaware 100 % (indirectly) Investment holding FSC Clearwater, LLC (“Clearwater I”) Florida 100 % (indirectly) Operation of golf course and selling of food and beverages and merchandise (Kissimmee Bay Country Club) FSC Clearwater II, LLC (“Clearwater II”) Florida 100 % (indirectly) Operation of golf course and selling of food and beverages and merchandise (Remington Golf Club) F- 7 Initial Public Offering On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 common stocks, US$ 0.001 par value per stock at an offering price of $ 4.00 per share for a total of US$ 12,000,000 in gross proceeds. The Company raised total net proceeds of approximately $ 10.65 million, which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses upon the completion of listing. During the process of IPO, the Company incurred an aggregate of approximately $ 2.1 million for underwriting discounts and commissions and total offering expenses, among which approximately $ 0.6 million offering expenses were paid just before successful listing and recognized as deferred offering costs. At the date of closing of IPO, the underwriting discounts and commissions and total offering expenses of approximately $ 2.1 million were offset against the gross offering proceeds of $ 12 million resulted in net amount of approximately $ 9.9 million which was recognized in additional paid-in capital. The common stock of the Company began trading on the Nasdaq Capital Market afterwards under the ticker symbol “AGH” from February 13, 2025. Warrants On July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $ 0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $ 26 million, and the costs directly attributable to the offering was approximately $ 2.48 million (the “Private Placement”). On July 25, 2025 the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $ 1.00 per share, and each common B warrant has an exercise price of $ 1.25 per share. Each common warrant will be immediately exercisable and will have a term of exercise equal to five years from the initial exercise date. In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $ 0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised. Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $ 2,080,000 and (ii) warrants to purchase up to 2,390,804 shares of common stock of the Company, representing 8 % of the shares of the Company’s common stock and Pre-funded Warrants sold in the Private Placement. Each placing agent warrant is exercisable for one share of common stock at an exercise price of $ 1.00 per share, has a term of five years from the date of issuance, and is subject to customary transfer restrictions. F- 8 Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Basis of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant inter-company transactions and balances between members of the Group are eliminated upon consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates and Assumptions The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment, 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. F- 9 Recently Adopted Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements 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. Cash and Cash Equivalents Cash and cash equivalents include cash at bank and demand deposits which have original maturities less than three months and are unrestricted as to withdrawal or use. As of December 31, 2025 and 2024, the Company had cash of $ 28,668,169 and $ 457,142 , respectively, and did not have cash equivalents. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 per institution. The amount in excess of the Federal Deposit Insurance Corporation insurance as of December 31, 2025, was approximately $ 27,307,892 . The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Accounts Receivable, net Accounts 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 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 and for the years ended December 31, 2025 and 2024, the Company recognized $ 5,277 and nil as an allowance for expected credit losses on accounts receivable, respectively. Prepaid expenses 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. Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $ 450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the 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 . Regarding 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. F- 10 Regarding the golf club membership fees, the Company prepaid $ 322,500 , $ 38,000 , and $ 20,836 for golf clubs located in mainland China, London, and Scotland, respectively, during the year ended 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. As of December 31, 2025 and 2024, the Company had no allowance for expected credit losses provided for prepaid expenses. Inventories, net The Company’s inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears and the Company values inventories using the lower first-in, first-out (“FIFO”) method and net realizable value, which is generally based on the selling price expectations of the merchandise goods. The Company regularly reviews inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies could cause the Company’s inventory to be exposed to obsolescence or slow-moving merchandise. All goods are aged less than one year and the Company will offer discounts to customers to boost the selling but higher than that of purchase price. As of December 31, 2025 and 2024, no obsolescent goods were noted. Deferred offering costs The Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended initial public offering (“IPO”). Deferred offering costs will be charged to stockholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of operations. As of December 31, 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. Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and any impairment losses . Property and equipment, consisting of land, buildings and recreational facilities, properties improvements, equipment, furniture and fixture . The Company capitalizes costs that materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Land is not depreciated. Depreciation is calculated using the straight-line method based on the following estimated useful lives: Schedule of Property and Equipment Estimated Useful Lives Depreciable land improvements 15 years Building and recreational facilities 39 years Properties improvements 5 - 7 years Equipment, furniture and fixture 5 - 7 years The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. F- 11 Impairment for Long-Lived Assets Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2025 and 2024, no impairment of long-lived assets was recognized. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. During the year ended December 31, 2025, all warrants issued are classified within stockholders’ equity. The placing agent warrant is classified as equity and its fair value was $ 4,183,731 at grant date. Management evaluated the terms of all warrants issued during the year, including common warrants, pre-funded warrants, and placement agent warrants, and concluded that such instruments are indexed to the Company’s own stock and do not contain provisions that would require net cash settlement or otherwise preclude equity classification under ASC 815-40. Accordingly, all warrants issued during the year were classified as equity instruments. The placement agent warrants were classified as equity and their grant-date fair value of $ 4,183,731 was recorded as equity issuance costs and recognized as a reduction to additional paid-in capital. Fair Value of Financial Instruments The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: ● Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. ● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. F- 12 The 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. Leases ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Company as of December 31, 2025 and 2024 are accounted for as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term. The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. Accounts Payables, Other Payables and Accrued Liabilities Accounts payable, other payables and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables, property tax payable, accrued salaries and other accrual and payable for the operation of the ordinary course of business. Bank and Other Borrowings Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in statements of operations over the period of the borrowings using the effective interest method. All bank and other borrowings have been fully repaid upon listing. Related Parties The Company adopted ASC Topic 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation. The details of related party transactions during the years ended December 31, 2025 and 2024 and balances as of December 31, 2025 and 2024 are set out in Note 8. F- 13 Revenue Recognition All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues. In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations. Revenue from golf operations There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence 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 the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance. The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of December 31, 2025 and 2024, the Company recorded contract liabilities - deferred revenue of $ 145,980 and $ 162,226 , respectively. F- 14 One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration. Sales of merchandise, food and beverage Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter. Ancillary revenue Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of operations when service was rendered or no show after booking. Deposit received is non-refundable. Operating Costs Golf operating costs consist of costs associated with golf course upkeep expenses and are expended as incurred. Other General and Administrative Expense Other General and administrative expense consists of audit fees for initial public offering, costs associated with corporate and administrative functions that support development and operations. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 “Compensation-Stock Compensation”. Under the 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. The 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. Income Tax The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. F- 15 The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of 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. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the years ended December 31, 2025 and 2024, respectively. Loss Per Share The Company computes loss per share, or EPS, in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net (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, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. 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 effect. Segment Information ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CEO is the CODM. Management, including the CODM, reviews operation results by revenue, operating expenses and income from operations of different services, while revenue is the profitability measure used by the CODM in making decisions about allocating resources and assessing performances. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280, because the Company provides golf operations, sales of merchandise, food and beverage and provides ancillary services to customers in most instances, and has only one team to provide products and services to customers. All assets of the Company are located in Florida and all revenue is generated from Florida. F- 16 The 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 2025 2024 For the Years Ended December 31, 2025 2024 Measure of profit or loss Revenue 2,964,377 3,298,361 Reconciliation to net loss before taxes Operating costs: Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below) 1,413,436 1,367,958 Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below) 204,653 186,602 Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below) 57,124 54,876 Cost of sales 57,124 54,876 Salaries and benefits 3,300,897 724,157 Depreciation 220,500 201,113 Legal and professional fees 733,397 300,281 Other general and administration expenses * 1,440,569 645,406 Total operating costs 7,370,576 3,480,393 Other reconciliation items Interest expense ( 4,491 ) ( 25,550 ) Other income 642,248 44,818 Total other income, net 637,757 19,268 Net loss before taxes ( 3,768,442 ) ( 162,764 ) Income tax (benefits) expenses ( 91,412 ) 20,936 Net Loss ( 3,677,030 ) ( 183,700 ) As of December 31, As of December 31, 2025 2024 Other segment disclosures Total Assets 34,751,338 5,211,893 * Other general and administrative expenses included insurance, rental expenses, bank and credit cards charges, travelling expenses, and office expenses and etc.. Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. F- 17 Recently Issued Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company is currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures, which provides guidance on the requirements such as the requirement that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied prospectively. Retrospective application is permitted. The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), “Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU removes references to prescriptive and sequential software development project stages and provides updated guidance intended to simplify the capitalization and expense evaluation for internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 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 statements. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows. Note 3 – Inventories, net As of December 31, 2025 and 2024, the inventories of finished goods consisted of the following: Schedule of Inventories 2025 2024 As of December 31, 2025 2024 Purchased goods $ 34,415 $ 55,817 Less: Impairment of obsolete goods - - Inventories, net $ 34,415 $ 55,817 F- 18 Note 4 – Property and Equipment, net As of December 31, 2025 and 2024, the property and equipment consisted of the following: Schedule of Property and Equipment 2025 2024 As of December 31, 2025 2024 Land $ 444,906 $ 444,906 Buildings and recreational facilities 2,817,892 2,262,814 Properties improvements 2,430,265 1,939,018 Furniture and equipment 217,971 190,288 Property and equipment, gross 5,911,034 4,837,026 Less - accumulated depreciation ( 1,973,603 ) ( 1,753,103 ) Property and equipment, net $ 3,937,431 $ 3,083,923 Depreciation expenses for the years ended December 31, 2025 and 2024, were $ 220,500 and $ 201,113 , respectively. Note 5 – Accounts Payables, other payables and Accrued Liabilities As of December 31, 2025 and 2024, the accounts payable and accrued liabilities consisted of the following: Schedule of Accounts Payable and Accrued Liabilities 2025 2024 As of December 31, 2025 2024 Accounts payable $ 240,396 $ 187,220 Other payables 23,752 20,727 Credit cards payables 50,140 22,897 Sales tax payable 21,914 21,636 Property tax payable 104,412 102,483 Other accrued expenses 173,493 65,042 Accrued salaries 74,820 - Accounts payable and accrued liabilities $ 688,927 $ 420,005 Note 6 – Bank and Other Borrowings As of December 31, 2025 and 2024, the bank and other borrowings consisted of the following: Schedule of Bank and Other Borrowings Principal Maturity Fixed Interest As of December 31, Initiation date Loan No. Amount date Rate 2025 2024 May 13, 2020 #1 $ 500,000 April 13, 2050 3.75 % $ - $ - May 17, 2022 #2 $ 25,050 August 1,2025 5.50 % - 5,022 September 9, 2022 #3 $ 150,000 September 9, 2025 6.75 % - 40,438 August 1, 2023 #4 $ 87,199 July 1, 2031 6.50 % - 66,413 November 13, 2023 #5 $ 120,000 November 13, 2026 9.25 % - 80,505 Total loans payable - 192,378 Current portion - ( 94,007 ) Non-current portion $ - $ 98,371 Notes: (1) Loan #1 is guaranteed by Cheung Chi Ping (“Mr. Cheung”), director of the Company, and Chrome I and secured by all intangible and tangible personal property of Mr. Cheung. (2) Loan #2 is secured by the land of the golf course of the Company. (3) Loan #3 is secured by the buildings of the golf clubs of the Company. (4) Loan #4 is secured by the golf course of the Company and repayable in eight years (5) Loan #5 is secured by the land and building of the golf clubs of the Company. During the years ended December 31, 2025 and 2024, the Company recognized interest expenses of $ 4,491 and $ 25,550 , respectively. F- 19 Note 7 – Leases During 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. The components of leases related expenses charged to statements of operations were as follows: Schedule of Lease Expense 2025 2024 For the Years Ended December 31, 2025 2024 Operating lease cost $ 250,793 $ 247,109 Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Related to Leases 2025 2024 Years Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 250,793 $ 247,109 Weighted average discount rate 5.43 % 4.95 % Weighted average remaining lease term (years) 3.96 4.26 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases 2025 2024 As of December 31, 2025 2024 Operating lease right-of-use asset $ 933,778 $ 775,546 Operating lease liabilities: Current portion 242,256 195,115 Non-current portion 691,522 580,431 Operating lease liability $ 933,778 $ 775,546 Future minimum lease payments under operating leases as of December 31, 2025 were as follows: Schedule of Future Minimum Lease Payments Under Operating Leases Year ending December 31, 2026 $ 285,740 2027 247,495 2028 247,495 2029 193,535 2030 63,250 Total future minimum lease payments $ 1,037,515 Less imputed interest ( 103,737 ) Operating lease liabilities $ 933,778 Note 8 – Related Party Transactions and Balances Relationships with related parties Schedule of Relationships with Related Parties Name Relationship Mr. Cheung Ching Ping* Shareholder and Director of the Company Mr. Cheung Chi Ping** Shareholder and Director of the Company Mr. Cheung Yick Chung Shareholder 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. F- 20 Amounts due to related parties Amounts due to related parties consists of the following: Schedule of Amount Due to Related Parties As of December 31, Name Nature 2025 2024 Mr. Cheung Ching Ping Interest-free listing expense loans (1) $ - $ 1,021,617 Mr. Cheung Ching Ping Interest-free shareholder’s loans (2) - 607,272 Mr. Cheung Ching Ping Director’s remuneration (3) 100,000 - Mr. Cheung Ching Ping Payment operating costs on behalf of the Company 12,789 - Mr. Cheung Chi Ping Interest-free shareholder’s loans (2) - 485,917 Mr. Cheung Chi Ping Director’s remuneration (4) 100,000 295,900 Mr. Cheung Chi Ping Repayment of borrowings on behalf of the Company 3,809 - Mr. Cheung Yick Chung Interest-free shareholder’s loans (2) - 121,454 $ 216,598 $ 2,532,160 Notes: (1) On September 7, 2023, Mr. Cheung Ching Ping, a shareholder of the Company, entered into a loan facility agreement with the Company that Mr. 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, the amount of listing expenses paid by Mr. Cheung Ching Ping on behalf of the Company was $ 1,021,617 . The loan was fully settled during the year ended December 31, 2025 upon listing. (2) On April 24, 2014, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung entered into two shareholders’ loan agreements with Chrome Field I, Inc. and Chrome Field II, Inc., wholly-owned subsidiaries of the Company, respectively. Pursuant to the shareholders’ loan agreements, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung agreed to grant shareholders’ loans at principal amounts of $ 1,307,619.69 and $ 1,447,739.16 to Chrome Field I, Inc. and Chrome Field II, Inc., respectively, in a proportion of 50 %, 40 % and 10 %, respectively, in connection with the acquisition of Kissimmee Bay and Remington in 2014. Pursuant to the shareholders’ loan agreements, the loans are interest-free, unsecured and to repayable on demand. As of December 31, 2024, amount of outstanding shareholders’ loans owned by the Company to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $ 607,272 , $ 485,917 and $ 121,454 , respectively. The outstanding balances were fully settled during the year ended December 31, 2025 upon listing. (3) For 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 operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2025, the director’s remuneration payable to Mr. Cheung Ching Ping of $ 100,000 was fully settled in January 2026. (4) For the sake of compensating Mr. Cheung Chi Ping’s involvement in the daily operations and management of golf operations of the Company, director’s remuneration was granted by the Company every year based on the performance of the Company. For the years 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. F- 21 Note 9 – Revenue Revenues 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: Schedule of Disaggregation of Revenue 2025 2024 For the Years ended December 31 2025 2024 Over time: Golf operations – annual subscription green fees $ 290,177 $ 303,542 Point in time: Golf operations – one-time green fees 1,884,199 2,139,636 Sales of food and beverage 614,997 648,738 Sales of merchandise 105,380 115,262 Ancillary revenue 69,624 91,183 Total revenue - Point in time 2,674,200 2,994,819 Total revenue $ 2,964,377 $ 3,298,361 Note 10 – Stock-Based Compensation Stock options During 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. A total of 1,420,000 stock options were granted to the directors of the Company, of which 750,000 stock options at an exercise price of $ 1 and 670,000 stock options at an exercise price of $1.25 and have a contractual term of ten years from the date of grant. A total of 80,000 stock options were granted to the employees and consultants of the Company at an exercise price of $ 1.25 and have a contractual term of ten years from the date of grant. All of the stock options shall vest at the date of grant. The following table summarizes the Company’s activity with respect to its stock options under the 2025 Plan for the year ended December 31, 2025: Schedule of Stock Options Activity Shares Weighted-average exercise price Outstanding as of January 1, 2025 - - Granted 1,500,000 1.125 Exercised ( 34,527 ) 1.250 Forfeited or cancelled* ( 10,473 ) 1.250 Outstanding at December 31, 2025 1,455,000 1.121 Exercisable as of December 31, 2025 1,455,000 1.121 * Cashless 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 year. F- 22 The fair value of options is estimated on the date of grant using the Binomial Option Pricing Model using the assumptions noted in the table below. The fair value assessment is based on the valuation performed by an independent third-party valuer. The fair value of stock options at the grant date was fully charged to the consolidated statements of operations under salaries and benefits at the date of grant. The significant inputs and parameters were adopted in the Binomial Option Pricing Model were shown below: Schedule of Fair Value of Each Option Award Estimated Assumption Risk-free rate 4.15 % Expected life 10 years Expected dividend yield 0.00 % Expected volatility 62.59 % Expected exercise multiple 2.2 to 2.8 Share-based compensation of $ 1,890,958 was recognized in the consolidated statements of operations for the year ended December 31, 2025 (2024: Nil ). Note 11 – Stockholders’ Equity Preferred stock The Company has authorized 50,000,000 shares of preferred stock with a par value of $ 0.001 . 20,000,000 preferred shares have been designated. Series A Preferred Stock The Company has designated 20,000,000 preferred shares, par value $ 0.001 , as Series A Preferred Stock. Initially, holders of series A preferred stock would have 20 voting rights for each series A preferred stock on any matter which action of the stockholders of the corporation is sought. The series A preferred stock will vote together with the common stock. Common stock and series A preferred stock are not convertible into each other. Holders of series A preferred stock are not entitled to receive dividends. The series A preferred stock does not have liquidation preference over the Company’s common stock, and therefore ranks pari passu with the Common Stock in the event of liquidation. On January 17, 2024, 5,000,000 shares of Series A Preferred Stock was issued to Ace Champion, 4,000,000 shares of Series A Preferred Stock was issued to Chrome Fields Asset Management LLC, wholly-owned by Mr. Cheung Chi Ping and 1,000,000 shares of Series A Preferred Stock was issued to Trendy View, at an aggregate cash consideration of $ 10,000 . 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. Common stock The Company has authorized 450,000,000 shares of common stock with a par value of $ 0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought. The Company issued 5,440,000 shares of common stock for the exchange of 100 ordinary shares owned by the shareholder of the Company’s acquired subsidiary, Pine Ridge. On January 17, 2024, the Company allotted 6,800,000 shares of common stock at par value $ 0.001 of the Company to Ace Champion Investments Limited (“Ace Champion”), a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Ching Ping, brother of Mr. Cheung Chi Ping; and the Company allotted 1,360,000 shares of common stock at par value $ 0.001 to Trendy View Assets Management (“Trendy View”), a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Yick Chung and Ms. Chan Lee, parents of Mr. Cheung Chi Ping. Total consideration for the subscription was $ 8,160 . Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are collectively considered as Mr. Cheung’s family. After the allotment, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are ultimately holding 50 %, 40 % and 10 % of the common stock of the Company. F- 23 On June 11, 2024, the Board of Directors approved to effect a 1.25-for-1 reverse stock split for the issued common stocks, such that every holder of 1.25 shares of common stock of the Company shall receive 1 share of common stock resulting in the issued common stocks to be 10,880,000 which are being held by Ace Champion of 5,440,000 shares of common stock, Chrome Fields of 4,352,000 shares of common stock and Trendy View of 1,088,000 shares of common stock. On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 shares of common stock, US$ 0.001 par value per stock share at an offering price of US$ 4.00 per share for a total of US$ 12,000,000 in gross proceeds. On September 16, October 1, October 3 and December 18, 2025, the Company issued 728,988 , 225,000 , 200,000 and 200,000 shares of common stock at par value $ 0.001 to American Ventures LLC, respectively. On October 17, November 7 and November 13, 2025, the Company issued a total of 34,527 shares of common stock to certain employees and consultants of the Company through the exercise of stock options to convert to equivalent number of common stocks of the Company under the 2025 Plan. As 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. Warrants On July 23, 2025, the Company entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $ 0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $ 26 million. Offering costs directly attributable to the private placement were approximately $2.48 million (the “Private Placement”). On July 25, 2025, the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $ 1.00 per share, and each common B warrant has an exercise price of $ 1.25 per share. The Common Warrants became exercisable upon issuance and expire five years from the initial exercise date. In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $ 0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised. Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $ 2,080,000 and (ii) placement agent warrants to purchase up to 2,390,804 shares of common stock, representing 8 % of the aggregate number of shares of common stock and Pre-funded Warrants sold in the Private Placement. The placement agent warrants have an exercise price of $ 1 per share and are exercisable immediately upon issuance for a period of five years . As of 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 exercised. 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. F- 24 Note 12 – Income Tax The Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition, upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21 % and state of Florida tax rate of 5.5 % to the income tax amount recorded for the years ended December 31, 2025 and 2024 are as follows: Taxation in the statements of operations represents: Schedule of Taxation in the Statements of Income 2025 2024 For the Years Ended December 31, 2025 2024 Tax provision for the year: Current - - Deferred ● Federal statutory tax - Deferred tax assets - recognition for the year ( 65,068 ) - - utilization of NOLs brought forward - 8,632 - Deferred tax liabilities - (reversal) recognition for the year ( 7,372 ) 7,959 Deferred tax assets Liabilities ( 72,440 ) 16,591 ● State of Florida tax - Deferred tax assets - recognition for the year ( 17,027 ) - - utilization of NOLs brought forward - 346 - Deferred tax liabilities - (reversal) recognition for the year ( 1,945 ) 3,999 Deferred tax assets Liabilities ( 18,972 ) 4,345 Total income tax (benefits) expenses ( 91,412 ) 20,936 F- 25 A 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: Schedule of Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate 2025 2024 For the Years Ended December 31, 2025 2024 Federal statutory tax rate 21.0 % 21.0 % Effect of state of Florida tax 0.5 % 5.5 % Effect of state of Nevada tax * ( 18.6 )% ( 38.5 )% Effect of BVI tax 0.0 % 0.0 % Permanent difference ( 0.5 )% ( 0.9 )% Effective tax rate 2.4 % ( 12.9 )% * Effect 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. Significant components of the deferred tax assets and deferred tax liabilities are presented below: Schedule of Deferred Tax Assets and Liabilities 2025 2024 As of December 31, 2025 2024 Deferred tax liabilities: Accelerated depreciation Federal statutory tax: Beginning of the year $ 48,132 $ 40,173 (Reversal) recognized during the year ( 7,372 ) 7,959 End of the year 40,760 48,132 State of Florida tax: Beginning of the year 11,982 7,983 (Reversal) recognized during the year ( 1,945 ) 3,999 End of the year 10,037 11,982 Deferred tax liabilities $ 50,797 $ 60,114 Deferred tax assets: Net operating losses Federal statutory tax: Beginning of the year $ 186,759 $ 195,391 Recognized during the year 65,068 - Utilized during the year - ( 8,632 ) End of the year 251,827 186,759 State of Florida tax: Beginning of the year $ 40,393 40,739 Recognized during the year 17,027 - Utilized during the year - ( 346 ) End of the year 57,420 40,393 Less: valuation allowance - - Deferred tax assets, net $ 309,247 $ 227,152 The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized. As of December 31, 2025 and 2024, the Company had $ 1,166,970 and $ 857,177 , respectively, of NOLs which can be carried forward indefinitely. The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. F- 26 Note 13 – Loss per Common Stock Net loss per common stock for calculating basic and diluted loss per common stock was calculated as follows: Schedule of Net loss Per Common Stock 2025 2024 For the Years Ended December 31, 2025 2024 Net Loss ( 3,677,030 ) ( 183,700 ) Basic and diluted weighted average number of common stocks outstanding 13,859,559 10,880,000 Loss per common stock Basic ( 0.27 ) ( 0.02 ) Diluted ( 0.27 ) ( 0.02 ) Basic loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding during the year. Diluted 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. Note 14 – Risk and Uncertainties Credit Risk The 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. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all 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. Vendor concentration risk As of December 31, 2025 and 2024, the Company owed 87 % and 94 % of accounts payable to a key supplier, respectively. For the years ended December 31, 2025 and 2024, one vendor accounted for 15 % and 31 % of the Company’s total operating costs, respectively. No other vendor accounts for more than 10% of the Company’s total operating costs for the years ended December 31, 2025 and 2024, respectively. F- 27 Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including through operations and financial support from the Company’s stockholders and financial institutions. the Company is continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. 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 needs. Note 15 – Commitments and Contingencies Lease Commitments The Company entered into operating leases for corporate office, golf carts and golf equipment for terms of four to five years. The Company’s commitments for minimum lease payment under these operating leases as of December 31, 2025 are listed in section “Note 7 — “Leases”. Litigation From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, the Company does not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Company’s view of these matters may change in the future. the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liabilities on a regular basis. Note 16 – Subsequent Events The Company evaluated all events and transactions that occurred after December 31, 2025 up through March 31, 2026, which is the date that 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 which has no effect on the consolidated financial statements. On January 28, 2026, the Company announced the changes of directors and officers effective January 29, 2026, including the resignation of Mr. 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. On 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. Subsequent to year end on March 23, 2026, the board of directors approved the disposal of all three golf club memberships. The Company entered into two separate agreements to dispose (i) one golf club membership with a carrying amount of $ 319,998 as of December 31, 2025 for a cash consideration of $ 322,500 (the original acquisition price by the Company) to Mr. Cheung Chi Ping, director of the Company, and (ii) two golf club memberships with an aggregate carrying amount of $ 58,836 as of December 31, 2025 with a cash consideration of $ 58,836 (the original acquisition price by the Company) to Mr. Cheung Ching Ping, director of the Company. The disposal prices were based on the original acquisition costs of the memberships, which management believes approximate their fair values. The transactions were approved by the board of directors. All cash consideration of $ 381,336 was received by March 31, 2026. F- 28