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. 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. 51 Management’s Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal controls over financial reporting due to a transition period established by rules of the SEC for newly public companies. 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, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (a) None. (b) Rule 10b5-1 Trading Plans During the quarter ended December 31, 2024, 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. C. P. Cheung 57 Director and Chief Executive Officer Mr. S. Cheung 53 Director and Chairman of the Board of Directors Mr. Sam Wai Sing Lui 36 Chief Financial Officer Non-Executive Directors: Mr. Kay Hwa Tang (1)(2)(3) 64 Independent Director and Chair of Compensation Committee Mr. Joshua Tay (1)(2)(3) 39 Independent Director and Chair of Nominating and Corporate Governance Committee Ms. Xinyue Jasmine Geffner (1)(2)(3) 36 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 52 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. C. P. Cheung , Chief Executive Officer and Director Mr. C. P. Cheung is our executive director and Chief Executive Officer, and is responsible for overall operation and management of our business and formulation of our business plans and growth strategies. Mr. C. P. Cheung worked at Deutsche Bank as Chief Operating Officer, Americas, Loan Exposure Management Group between May 1999 and April 2014. Previously, he worked at Bear Stearns & Co between August 1994 and May 1999 in the Financial Analytics and Structure Transaction Group. Mr. C. P. Cheung worked at Soros Associates between March 1993 and August 1994 involved in commodities transportation logistics modelling. Mr. C. P. Cheung obtained his bachelor’s degree in science from the University of California, Berkeley, California in 1992 and his executive MBA from the University of Connecticut, Stamford in 2008. 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 has approximately seven years’ professional experiences in auditing. 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. Mr. S. Cheung , Director and Chairman of the Board Mr. S. Cheung is our designated executive director and Chairman of the Board and is responsible for daily operation and management of our Company. Prior to joining our Group as an executive director in 2024, since May 2000 Mr. S. Cheung has worked as associate director at UOB Kay Hian (Hong Kong) Ltd., where he provides brokerage and financial counseling services to clients on equity and derivative products. Prior to working at UOB Kay Hian, Mr. S. Cheung worked as a dealer representative in the institution sales department of Bank of China International Securities Ltd. from March 1997 to May 2000. 53 Mr. S. Cheung attained his bachelor’s degree in business administration from Boston University in December 1996. Mr. Joshua Tay , Independent Director, Chair of the Nominating Committee and member of the Audit Committee and Compensation Committee Mr. Tay is an independent director of the Company and has served as an independent director of the Company since November 2024. Mr. Tay is the chair of the nominating and corporate governance committee and as member of the compensation and audit committees. Mr. Tay is currently the chairman of the board of director of Neugen Fund, a charity fund primarily focuses on solving inter-generational offending since March 2022. He also serves as the independent board director of Nam Lee Pressed Metal Industries Limited, as chairman of its nominating committee and a member of the its audit and compensation committees. Since September 2016, Mr. Tay serves as the member of the investment subcommittee for Titular Roman Catholic, Archbishop of Singapore. He is responsible for providing investment strategy recommendations for the Archbishop of Singapore and risk guidelines and controls. He has also been a member of the bursary committee for Yellow Ribbon Fund since January 2016. Prior to that, from June 1996 to February 2012, Mr. Tay served as a managing director of JP Morgan Asset Management. From 1994 to 1996, he served as the marketing support at Paribas Asset Management. From 1993 to 1994, he served as an investment analyst at Nationsbanc Capital Market. Mr. Tay obtained his Bachelor of Science degree with a major in Finance from Indiana University in 1993. Mr. Kay Hwa Tang, Independent Director, Chair of the Compensation Committee and member of the Audit Committee and Nominating Committee Mr. Tang is an independent director of the Company and has served as an independent director of the Company since November 2024. Mr. Tang is the chair of the compensation committee and as member of the audit and nominating and corporate governance committees. Mr. Tang currently holds key management positions in business administration and finance. Since September 2006, he has served as the chief executive officer of Centurion Investment Management (H.K.) Ltd., a family office managing private equity investments. Prior to that, from May 2002 to August 2006, Mr. Tang served as deputy managing director of UOB Kay Hian (Hong Kong) Ltd., where he managed the merged stockbroking unit of Overseas Union Bank and United Overseas Bank Singapore. From April 1997 to May 2002, Mr. Tang served as managing director of OUB Securities (H.K.) Ltd., where he managed the stockbroking unit of Overseas Union Bank Singapore. Mr. Tang obtained his bachelor’s degree in business administration from the University of Hawaii (Manoa) in 1983. 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 as an independent director of the Company 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 is currently holding key management position in accounting and finance. She serves as chief financial officer of Dorsett Hospitality International Services Limited (part of HKSE: 0035.HK) since February 2019. She served as chief financial officer of GreenTree Hospitality Group Limited on the New York Stock Exchange (NYSE: GHG) from 2017 to 2018. 54 Ms. Geffner has served as an independent director of Helport AI Limited since August 2024. Ms. Geffner has also served as an independent director and chairwoman of the audit committee of Tristar Acquisition I Corp (NYSE:TRIS) since August 2023 and an independent director of NWTN INC. and sits on the latter’s compensation committee as well as the strategy and environmental social and governance (ESG) committee since November 2022. She was an independent director of the China Finance Online Co. Limited (Nasdaq: JRJC) from May to November 2021. She was an independent director of AG Semiconductor (Hong Kong) Ltd. from April 2013 to April 2017. Prior to that, from 2014 to 2016, she served as chief financial officer of Carnival Group International Holdings Limited (HKSE: 0996.HK). From 2008 to 2011, she was a director of corporate and institutional banking in ANZ Hong Kong. From 2005 to 2008, she worked for HSBC as a head of China business development and as a vice president of the consumer and retail group in New York. 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. Audit Committee. Our Audit Committee consists of Mr. Tang Kay Hwa, Mr. Joshua Tay, 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. 55 Compensation Committee. Our Compensation Committee consists of Mr. Tang Kay Hwa, Mr. Joshua Tay, and Ms. Xinyue Jasmine Geffner. Mr. Hwa 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. Tang Kay Hwa, Mr. Joshua Tay, and Ms. Xinyue Jasmine Geffner. Mr. Tay 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. Family Relationships Other than Mr. C. P. Cheung and Mr. S. Cheung, who are brothers, 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. 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. 56 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 2024, our named executive officers (“Named Executive Officers” or “NEOs”) were: ● C. P. Cheung, 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. 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 ($) Bonus ($) All other Compensation ($) Total ($) C. P. Cheung 2024 $ 60,000 $ 50,000 $ - $ 110,000 (1 ) Director and Chief Executive Officer 2023 $ 110,000 $ - $ - $ 110,000 (1 ) Sam Wai Sing Lui 2024 $ 18,000 $ - $ - $ 18,000 Chief Financial Officer 2023 $ 18,000 $ - $ - $ 18,000 (1) As of December 31, 2024, and December 31, 2023, outstanding director’s remuneration was deferred for the amount of $295,900, and $185,900, respectively. 57 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 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. 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. Annual Cash Bonuses All of Aureus Greenway’s executive officers were eligible to receive a cash bonus for the year ended December 31, 2024. Equity Incentive Awards As of the date of this Annual Report, Aureus Greenway does not maintain any employee incentive plan. 58 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. Percentage ownership is based on 13,880,000 shares of Common Stock outstanding as of March 28, 2025. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Percentage of Beneficial Ownership 5% or Greater Shareholders: Ace Champion Investments Limited (2) 5,290,000 27.6 % Chrome Fields Asset Management (3) 4,352,000 23.9 % Directors, Named Executive Officers and Other Executive Officers: Mr. C. P. Cheung, Chief Executive Officer and Director 4,352,000 23.9 % Sam Wai Sing Lui, Chief Financial Officer * * % Mr. S. Cheung, Chairman and Director 5,290,000 27.6 % Kay Hwa Tang, Director * * % Joshua Tay, Director * * % Xinyue Jasmine Geffner, Director * * % All executive officers and directors as a group (6 persons) 9,642,000 40.9 % * Denotes less than one (1%) percent (1) Unless otherwise indicated, the business address of each of the individuals is our address of c/o Aureus Greenway Holdings Inc., 2995 Remington Boulevard, Kissimmee, Florida 34744. (2) Mr. S. Cheung has sole voting and dipositive power over the shares held by Ace Champion Investments Limited. Ace Champion’s principal address is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (3) Mr. C. P. Cheung has sole voting and dispositive power over the shares held by Chrome Fields Asset Management LLC. 59 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, 2024 to which we have been a participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described in the section entitled “ Executive Compensation .” Described below are certain other transactions with our directors, executive officers and stockholders. 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. 60 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. 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, 2024 and 2023 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 2023 Audit fees $ 230,500 $ 268,000 Audit-related fees - - Tax fees 3,000 1,800 All other fees - - Total fees $ 233,500 $ 269,800 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, 2024, 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. 61 (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). 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. 10.6 Employment Agreement, dated as of November 1, 2023, by and between Mr. Sam Wai Sing Lui and Aureus Greenway Holdings Inc. 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). 14.2 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 (incorporated by reference Exhibit 21.1 to the Company’s registration statement on Form S-1, filed with the SEC on June 20, 2024). 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 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. 62 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/ ChiPing Cheung ChiPing Cheung 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/ ChiPing Cheung Chief Executive Officer and Director March 28, 2025 ChiPing Cheung (Principal Executive Officer) /s/ Sam Wai Sing Lui Chief Financial Officer March 28, 2025 Sam Wai Sing Lui (Principal Accounting Officer) /s/ Stephen ChiPing Cheung Director and Chairman of the Board of Directors March 28, 2025 Stephen ChiPing Cheung /s/ Xinyue Jasmine Geffner Director March 28, 2025 Xinyue Jasmine Geffner /s/ Kay Hwa Tang Director March 28, 2025 Kay Hwa Tang /s/ Joshua Tay Director March 28, 2025 Joshua Tay 63 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171 ) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F-6 Notes to the 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, 2024 and 2023 and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, 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. /s/ WWC, P.C. WWC, P.C. Certified Public Accountants PCAOB ID: 1171 We have served as the Company’s auditor since 2023 San Mateo, California March 28, 2025 F- 2 AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 2024 2023 As of December 31, 2024 2023 Assets Current assets Cash and cash equivalents $ 457,142 $ 646,294 Accounts receivable, net 20,778 36,299 Short-term investment 6,778 - Inventories, net 55,817 55,704 Deferred offering costs 582,679 252,964 Other current assets 2,078 125 Total current assets 1,125,272 991,386 Non-current assets Property and equipment, net 3,083,923 3,054,921 Prepayment for acquisition of property and equipment - 103,436 Operating lease right-of-use assets 775,546 363,296 Deferred tax assets 227,152 236,130 Total non-current assets 4,086,621 3,757,783 Total Assets $ 5,211,893 $ 4,749,169 Liabilities and Stockholders’ Equity Current liabilities Accounts payable and accrued liabilities $ 420,005 $ 495,930 Contract liabilities - deferred revenue 162,226 158,429 Bank and other borrowings – current 94,007 135,970 Operating lease liabilities – current 195,115 222,275 Due to related parties 2,532,160 1,651,407 Total current liabilities 3,403,513 2,664,011 Non-current liabilities Bank and other borrowings - non-current 98,371 649,345 Operating lease liabilities - non-current 580,431 141,021 Deferred tax liabilities 60,114 48,156 Total non-current liabilities 738,916 838,522 Total Liabilities 4,142,429 3,502,533 Commitments and contingencies (Note 13) - - 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, 2024 and 2023 10,000 10,000 Common stock: 450,000,000 shares authorized; $ 0.001 par value, 10,880,000 shares issued and outstanding as of December 31, 2024 and 2023 10,880 10,880 Additional paid-in capital 2,082,456 2,082,456 Subscription receivables ( 11,632 ) ( 18,160 ) Accumulated deficit ( 1,022,240 ) ( 838,540 ) Total Stockholder’s Equity 1,069,464 1,246,636 Total Liabilities and Stockholder’s Equity $ 5,211,893 $ 4,749,169 The accompanying notes are an integral part of these consolidated financial statements. F- 3 AUREUS GREENWAY HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Expressed in U.S. dollars, except for the number of shares) FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Revenue Golf operations 2,443,178 2,643,856 2,310,615 Sales of food and beverage 648,738 682,281 517,694 Sales of merchandise 115,262 138,450 99,366 Ancillary revenue 91,183 90,125 80,979 Total revenue 3,298,361 3,554,712 3,008,654 Operating costs: Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below) 1,367,958 1,189,889 1,015,852 Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below) 186,602 209,226 167,614 Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below) 54,876 92,675 56,228 Cost of sales 54,876 92,675 56,228 Salaries and benefits 724,157 683,941 556,880 Depreciation 201,113 174,207 163,371 Other general and administration expenses 945,687 951,616 580,463 Total operating costs 3,480,393 3,301,554 2,540,408 (Loss) income from operations ( 182,032 ) 253,158 468,246 Other income (expense) Interest expense ( 25,550 ) ( 30,393 ) ( 36,196 ) Other income 44,818 28,098 8,900 Total other income (expense), net 19,268 ( 2,295 ) ( 27,296 ) (Loss) income before income tax ( 162,764 ) 250,863 440,950 Income tax expenses (benefits) 20,936 ( 135,265 ) 117,757 Net (Loss) Income ( 183,700 ) 386,128 323,193 Comprehensive (Loss) Income ( 183,700 ) 386,128 323,193 (Loss) earnings per common stock Basic and diluted ( 0.02 ) 0.04 0.03 Weighted average number of common stocks outstanding Basic and diluted 10,880,000 10,880,000 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, 2024, 2023 AND 2022 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, 2021 1,000,000 10,000 10,880,000 10,880 2,082,456 ( 18,160 ) $ ( 1,547,861 ) $ 537,315 Net income - - - - - - 323,193 323,193 Balance, December 31, 2022 1,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 18,160 ) $ ( 1,224,668 ) $ 860,508 Net income - - - - - - 386,128 386,128 Balance, December 31, 2023 1,000,000 $ 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 Balance 1,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 18,160 ) $ ( 838,540 ) $ 1,246,636 Net loss - - - - - - ( 183,700 ) ( 183,700 ) Net income (loss) - - - - - - ( 183,700 ) ( 183,700 ) Balance, December 31, 2024 1,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 11,632 ) $ ( 1,022,240 ) $ 1,069,464 Balance 1,000,000 $ 10,000 10,880,000 $ 10,880 $ 2,082,456 $ ( 11,632 ) $ ( 1,022,240 ) $ 1,069,464 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, 2024, 2023 AND 2022 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Cash Flows from Operating Activities: Net (loss) income ( 183,700 ) 386,128 323,193 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 201,113 174,207 163,371 Unpaid director’s remuneration 110,000 100,000 30,000 Changes in operating assets and liabilities: Accounts receivable 15,521 ( 7,080 ) 7,197 Other current assets ( 1,953 ) ( 125 ) 7,279 Inventories ( 113 ) 3,658 ( 33,742 ) Deferred tax assets 8,978 ( 162,557 ) 99,765 Accounts payable and accrued liabilities ( 75,925 ) 187,536 ( 39,424 ) Contract liabilities - deferred revenue 3,797 138,973 625 Deferred tax liabilities 11,958 27,292 17,992 Net Cash Provided by Operating Activities 89,676 848,032 576,256 Cash Flows from Investing Activities: Purchase of property and equipment ( 126,679 ) ( 147,953 ) ( 207,582 ) Prepayment for acquisition of property and equipment - ( 103,436 ) - Short-term investment ( 6,778 ) - - Net Cash Used in Investing Activities ( 133,457 ) ( 251,389 ) ( 207,582 ) Cash Flows from Financing Activities: Proceeds from stockholders for settlement of subscription receivables 6,528 - - Proceeds from related party loan 980,753 520,964 - Repayments to related party loan ( 210,000 ) ( 1,035,100 ) ( 466,000 ) Proceeds from bank and other borrowings - 181,721 270,905 Repayments of bank and other borrowings ( 592,937 ) ( 58,121 ) ( 169,686 ) Deferred offering costs ( 329,715 ) ( 252,964 ) - Net Cash Used in Financing Activities ( 145,371 ) ( 643,500 ) ( 364,781 ) Net change in cash and cash equivalents ( 189,152 ) ( 46,857 ) 3,893 Cash and cash equivalents, beginning of year 646,294 693,151 689,258 Cash and cash equivalents, end of year 457,142 646,294 693,151 Supplemental cash flow information: Cash paid for interest 25,550 30,393 36,169 Cash paid for tax - - - 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. We conduct business activities principally through our wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging in operation of golf course and selling of merchandise and food and beverages. As of December 31, 2024, we 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. A group reorganization of the legal structure was completed on January 17, 2024. As the Group were under same control of the shareholders and their entire equity interests were also ultimately held by the shareholders immediately prior to the group reorganization, the consolidated statements of operations and comprehensive (loss) income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows are prepared as if the current group structure had been in existence throughout the years ended December 31, 2024, 2023 and 2022. F- 7 As at the date of this report, details of the subsidiaries of the company are as follows: Schedule of Subsidiaries of Company Name Place and date of formation Ownership Principal activity Pine Ridge Group Limited (“Pine Ridge”) British Virgin Islands (“BVI”) 100 % (directly) Investment holding Chrome Fields I, Inc. (“Chrome I”) Delaware 100 % (indirectly) Investment holding Chrome Fields II, Inc. (“Chrome II”) Delaware 100 % (indirectly) Investment holding FSC Clearwater, LLC (“Clearwater I”) Florida 100 % (indirectly) Operation of golf course and selling of food and beverages and merchandise (Kissimmee Bay Country Club) FSC Clearwater II, LLC (“Clearwater II”) Florida 100 % (indirectly) Operation of golf course and selling of food and beverages and merchandise (Remington Golf Club) Initial Public Offering On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 shares of common stock, US$ 0.001 par value per stock share at an offering price of US$ 4.00 per stock share for a total of US$ 12,000,000 in gross proceeds. The Company raised total net proceeds of approximately US$ 10.6 million after deducting underwriting discounts and commissions and offering expenses. The common stock of the Company began trading on the Nasdaq Capital Market afterwards under the ticker symbol “AGH”. 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. F- 8 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 useful lives and impairment assessment of property and equipment and estimated incremental borrowing rate of lease. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. 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, 2024 and 2023, the Company had cash of $ 457,142 and $ 646,294 , 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, 2024, was approximately $ 66,524 . 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 amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of December 31, 2024 and 2023, the Company had no allowance for expected credit losses due to no experiences on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding accounts receivable as of December 31, 2024 and 2023 were subsequently settled before this report date. F- 9 Short term investment Short term investment represents the investment in money market funds which comprise of U.S. short-term treasury bills with fixed return of dividends and interests. The short term investment was recognized at fair value with the change in dividend and interest income crediting the statements of operations once credited to the money account. The short term investment was measured at level 1 fair value and there was no change in the level hierarchy during the year. Inventories, net Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears, food and beverages and we value inventories using the lower first-in, first-out (“FIFO”) method and net realizable value, which is generally based on the selling price expectations of the merchandise goods. We regularly review inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or slow-moving merchandise. For foods and beverages, the turnaround time is short, usually within one to two weeks. For the merchandise goods, all goods are aged less than one year and the Company will offer discounts to customers to boost the selling but higher than that of purchase price. As of December 31, 2024 and 2023, 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 and 2023, the Company deferred $ 582,679 and $ 252,964 of offering costs. Such costs will be deferred until the closing of the IPO, at which time the deferred costs will be offset against the offering proceeds and recognized in equity of the Company. 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 . We capitalize costs that materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Land is not depreciated. Depreciation is calculated using the straight-line method based on the following estimated useful lives: Schedule of Property and Equipment Estimated Useful Lives Depreciable land improvements 15 years Building and recreational facilities 39 years Properties improvements 5 - 7 years Equipment, furniture and fixture 5 - 7 years The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Impairment for Long-Lived Assets Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2024 and 2023, no impairment of long-lived assets was recognized. F- 10 Fair Value of Financial Instruments The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: ● Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. ● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts shown of the Company’s financial instruments including cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued liabilities, current portion of bank and other borrowings and lease liabilities and amount due to related parties are approximate fair value due to their short-term nature. Non-current portion of bank and other borrowings and lease liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The changes in fair value as a result of the Group’s own non-performance risk for bank and other borrowings and lease liabilities as of December 31, 2024 and 2023 were assessed to be insignificant. Leases ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of December 31, 2024 and 2023 are accounted for as operating leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. F- 11 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. Accrued Liabilities Accrued liabilities primarily include accrued property tax and sales tax 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. 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, 2024, 2023 and 2022 and balances as of December 31, 2024 and 2023 are set out in Note 8. Revenue Recognition All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues. F- 12 In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations. Revenue from golf operations There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance. The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of December 31, 2024 and 2023, the Company recorded contract liabilities - deferred revenue of $ 162,226 and $ 158,429 , respectively. One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration. Sales of merchandise, food and beverage Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter. F- 13 Ancillary revenue Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable. Operating Costs Golf operating costs consist of costs associated with golf course upkeep expenses and are expended as incurred. Other General and Administrative Expense Other General and administrative expense consists of audit fees for initial public offering, costs associated with corporate and administrative functions that support development and operations. Income Tax The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2024 and 2023, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements, respectively. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the years ended December 31, 2024, 2023 and 2022, respectively. (Loss) Earnings Per Share The Company computes (loss) earnings per share, or EPS, in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net (loss) income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2024, 2023 and 2022, there were no dilutive shares. F- 14 Segment Information ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. 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 for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products or services. Based on management’s assessment, the Company has determined that it has only one operating segment. All assets of the Company are located in Florida and all revenue is generated from Florida. Commitments and Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. Recently Issued Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures. F- 15 In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision mark (CODM), an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s consolidated financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively. We are 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. We are currently evaluating the impact the adoption of ASU 2023-09 will have on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the on its consolidated financial statements and related disclosures. 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) income and statements of cash flows. F- 16 Note 3 – Inventories, net As of December 31, 2024 and 2023, the inventories of finished goods consisted of the following: Schedule of Inventories 2024 2023 As of December 31, 2024 2023 Merchandise goods $ 31,114 $ 34,336 Food and beverage 24,703 21,368 Inventories gross 55,817 55,704 Less: Impairment of obsolete goods - - Inventories, net $ 55,817 $ 55,704 Note 4 – Property and Equipment, net As of December 31, 2024 and 2023, the property and equipment consisted of the following: Schedule of Property and Equipment 2024 2023 As of December 31, 2024 2023 Land $ 444,906 $ 444,906 Buildings and recreational facilities 2,262,814 2,242,904 Properties improvements 1,939,018 1,790,213 Furniture and equipment 190,288 128,888 Property plant and equipment, gross 4,837,026 4,606,911 Less - accumulated depreciation ( 1,753,103 ) ( 1,551,990 ) Total property plant and equipment - net $ 3,083,923 $ 3,054,921 Depreciation expenses for the years ended December 31, 2024, 2023 and 2022, were $ 201,113 , $ 174,207 and $ 163,371 , respectively. Note 5 – Accounts Payables and Accrued Liabilities As of December 31, 2024 and 2023, the accounts payable and accrued liabilities consisted of the following: Schedule of Accounts Payable and Accrued Liabilities 2024 2023 As of December 31, 2024 2023 Accounts payable $ 207,947 $ 329,655 Credit cards payables 22,897 49,019 Sales tax payable 21,636 20,050 Property tax payable 102,483 97,206 Accrued expenses 65,042 - Accounts payable and accrued liabilities $ 420,005 $ 495,930 F- 17 Note 6 – Bank and Other Borrowings As of December 31, 2024 and 2023, the bank and other borrowings consisted of the following: Schedule of Bank and Other Borrowings Principal Fixed Interest As of December 31, Initiation date Loan No. Amount Maturity date Rate 2024 2023 May 13, 2020 #1 $ 500,000 April 13, 2050 3.75 % $ - $ 488,961 May 17, 2022 #2 $ 25,050 August 1,2025 5.50 % 5,022 13,975 September 9, 2022 #3 $ 150,000 September 9, 2025 6.75 % 40,438 91,202 August 1, 2023 #4 $ 87,199 July 1, 2031 6.50 % 66,413 74,089 November 13, 2023 #5 $ 120,000 November 13, 2026 9.25 % 80,505 117,088 Total loans payable 192,378 785,315 Current portion ( 94,007 ) ( 135,970 ) Non-current portion $ 98,371 $ 649,345 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, 2024, 2023 and 2022, the Company recognized interest expenses of $ 25,550 , $ 30,393 and $ 36,196 , respectively. Future minimum payments under bank and other borrowings as of December 31, 2024 were as follows: Schedule of Future Minimum Payment Under Bank and Other Borrowings Year ending December 31, Total 2025 $ 94,204 2026 49,205 2027 9,501 2028 10,138 2029 10,817 Thereafter 18,513 Total bank and other borrowings $ 192,378 Note 7 – Leases During the years ended December 31, 2024, 2023 and 2022, the Company had six operating agreements for a period of 4 years to 5 years. The leases were for corporate office, golf carts and golf equipment. The components of leases related expenses charged to statements of operations were as follows: Schedule of Lease Expense 2024 2023 Years Ended December 31, 2024 2023 2022 Operating lease cost $ 247,109 $ 230,865 $ 183,382 F- 18 Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Related to Leases 2024 2023 Years Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 247,109 $ 230,865 $ 183,382 Weighted average discount rate 4.95 % 3.44 % 3.26 % Weighted average remaining lease term (years) 4.26 2.08 2.85 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases 2024 2023 As of December 31, 2024 2023 Operating lease right-of-use asset $ 775,546 $ 363,296 Operating lease liabilities: Current portion 195,115 222,275 Non-current portion 580,431 141,021 Operating lease liability $ 775,546 $ 363,296 Future minimum lease payments under operating leases as of December 31, 2024 were as follows: Schedule of Future Minimum Lease Payments Under Operating Leases Year ending December 31, 2025 $ 228,430 2026 200,125 2027 161,880 2028 161,880 2029 107,920 Total future minimum lease payments $ 860,235 Less imputed interest ( 84,689 ) Operating lease liabilities $ 775,546 Note 8 – Related Party Transactions Relationships with related parties Name Relationship Mr. Cheung Ching Ping Shareholder of the Company Mr. Cheung Chi Ping Shareholder and Director of the Company Mr. Cheung Yick Chung Shareholder of the Company F- 19 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 2024 2023 Mr. Cheung Ching Ping Interest-free listing expense loans (1) $ 1,021,617 $ 520,964 Mr. Cheung Ching Ping Interest-free shareholder’s loans (2) 607,272 472,272 Mr. Cheung Chi Ping Interest-free shareholder’s loans (2) 485,917 377,817 Mr. Cheung Chi Ping Director’s remuneration (3) 295,900 185,900 Mr. Cheung Yick Chung Interest-free shareholder’s loans (2) 121,454 94,454 $ 2,532,160 $ 1,651,407 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 and 2023, amount of listing expenses paid by Mr. Cheung Ching Ping on behalf of the Company was $ 1,021,617 and $ 520,964 . (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. As of December 31, 2023, amount of outstanding shareholders’ loans owned by the Company to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $ 472,272 , $ 377,817 and $ 94,454 , respectively. (3) 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, 2024 and 2023, the Company charged $ 110,000 and $ 110,000 , respectively, as director’s remuneration to Mr. Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2024 and 2023, outstanding director’s remuneration was $ 295,900 and $ 185,900 , respectively. Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung signed an undertaking that no demand on repayment from the Company since December 31, 2022 and all the outstanding balances, other than the director’s remuneration of $ 295,900 to Mr. Cheung Chi Ping and expected to be settled within one year, were fully settled in subsequent between February and March 2025. Note 9 – Revenue Revenues disaggregated by major revenue streams and timing of revenue recognition for the years months ended December 31, 2024, 2023 and 2022 are disclosed in the table below: Schedule of Disaggregation of Revenue 2024 2023 2022 Years ended December 31 2024 2023 2022 Over time: Golf operations – annual subscription green fees $ 303,542 $ 168,723 $ 230,874 Point in time: Golf operations – one-time green fees 2,139,636 2,475,133 2,079,741 Sales of food and beverage 648,738 682,281 517,694 Sales of merchandise 115,262 138,450 99,366 Ancillary revenue 91,183 90,125 80,979 Total revenue - Point in time 2,994,819 3,385,989 2,777,780 Total revenue $ 3,298,361 $ 3,554,712 $ 3,008,654 F- 20 Note 10 – 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, 2024, 2023 and 2022, 10,000,000 shares of Series A Preferred Stock are issued and outstanding. This has been retrospectively reflected in the consolidated financial statements as discussed in Note 1 Common stock The Company has authorized 450,000,000 shares of common stock with a par value of $ 0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought. The Company issued 5,440,000 shares of common stock for the exchange of 100 ordinary shares owned by the shareholder of our acquired subsidiary, Pine Ridge. On January 17, 2024, the Company allotted 6,800,000 shares of common stock at par value $ 0.001 of the Company to Ace Champion 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. 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. As a result, as of December 31, 2024 and 2023, 10,880,000 shares of common stock are issued and outstanding. All the above transactions have been retrospectively reflected in the consolidated financial statements as discussed in Note 1. F- 21 Note 11 – 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, 2024, 2023 and 2022 are as follows: Taxation in the statements of income represents: Schedule Of Taxation In The Statements Of Income 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Tax provision for the year: Current - - - Deferred ● Federal statutory tax - Deferred tax assets - recognition of prior year NOLs - ( 217,364 ) - - utilization of NOLs brought forward 8,632 24,587 75,512 - utilization of NOLs recognized during the year for prior year NOLs - 66,300 - - Deferred tax liabilities - recognition for the year 7,959 19,115 17,685 Deferred tax assets Liabilities 16,591 ( 107,362 ) 93,197 ● State of Florida tax - Deferred tax assets - recognition of prior year NOLs - ( 56,711 ) - - utilization of NOLs brought forward 346 7,025 24,253 - utilization of NOLs recognized during the year for prior year NOLs - 13,606 - - Deferred tax liabilities - recognition for the year 3,999 8,177 307 Deferred tax assets Liabilities 4,345 ( 27,903 ) 24,560 Total income tax expenses (benefits) 20,936 ( 135,265 ) 117,757 F- 22 A reconciliation of the effective income tax rates reflected in the accompanying consolidated statements of income to the federal statutory rate of 21 % for the years ended December 31, 2024, 2023 and 2022 is as follows: Schedule Of Reconciliation Of Statutory Federal Income Tax Rate And Effective Income Tax Rate 2024 2023 2022 For the Years Ended December 31, 2024 2023 2022 Federal statutory tax rate 21.0 % 21.0 % 21.0 % Effect of state of Florida tax 5.5 % 11.5 % 5.6 % Effect of state of Nevada tax * ( 38.5 )% 22.4 % 0.0 % Effect of BVI tax 0.0 % 0.0 % 0.0 % Permanent difference ( 0.9 )% 0.4 % 0.1 % Effect of deferred tax assets for prior years NOLs recognized in the current year at Federal statutory tax rate 0.0 % ( 86.6 )% 0.0 % Effect of deferred tax assets for prior years NOLs recognized in the current year at state of Florida tax rate 0.0 % ( 22.6 )% 0.0 % Effective tax rate ( 12.9 )% ( 53.9 )% 26.7 % * Effect of state of Nevada tax represented the audit fee expenses in relation to IPO incurred by the Company which is incorporated in the state of Nevada which is not subject to state income tax. Significant components of the deferred tax assets and deferred tax liabilities are presented below: Schedule of Deferred Tax Assets and Liabilities 2024 2023 As of December 31 2024 2023 Deferred tax liabilities: Accelerated depreciation Federal statutory tax: Beginning of the period/year $ 40,173 $ 21,058 Recognized during the period/year 7,959 19,115 End of the period/year 48,132 40,173 State of Florida tax: Beginning of the period/year 7,983 ( 194 ) Recognized during the period/year 3,999 8,177 End of the period/year 11,982 7,983 Deferred tax liabilities $ 60,114 $ 48,156 Deferred tax assets: Net operating losses Federal statutory tax: Beginning of the period/year $ 195,391 $ 68,914 Recognized during the period/year - 217,364 Utilized during the period/year ( 8,632 ) ( 90,887 ) End of the period/year 186,759 195,391 State of Florida tax: Beginning of the period/year $ 40,739 4,659 Recognized during the period/year - 56,711 Utilized during the period/year ( 346 ) ( 20,631 ) End of the period/year 40,393 40,739 Less: valuation allowance - - Deferred tax assets, net $ 227,152 $ 236,130 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, 2024 and 2023, the Company had $ 857,177 and $ 891,057 , 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- 23 Note 12 – Risk and Uncertainties Credit Risk The Company’s principal financial assets are cash and cash equivalents and accounts receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as of December 31, 2024 and 2023 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable. Vendor concentration risk As of December 31, 2024 and 2023, the Company owed 84 % and 85 % of accounts payable to a key supplier, respectively. For the years ended December 31, 2024, 2023 and 2022, one vendor accounted for 31 %, 29 % and 32 % of our total operating costs, respectively. No other vendor accounts for more than 10 % of our total operating costs for the years ended December 31, 2024, 2023 and 2022, respectively. 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 our stockholders and financial institutions. We are continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Our ability to continue as a going concern is dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current and future liquidity needs. Note 13 – Commitments and Contingencies Lease Commitments We entered into operating leases for corporate office, golf carts and golf equipment for terms of four to five years. Our commitments for minimum lease payment under these operating leases as of December 31, 2024 are listed in section “Note 7 — “Leases”. Litigation From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, we do not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on our financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and our view of these matters may change in the future. We record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review the need for any such liabilities on a regular basis. Note 14 – Subsequent Events The Company evaluated all events and transactions that occurred after December 31, 2024 up through March 28, 2025, 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. On February 13, 2025, the Company announced the closing of its IPO of 3,000,000 shares of common stock, US$ 0.001 par value per stock share at an offering price of US$ 4.00 per stock share for a total of US$ 12,000,000 in gross proceeds. The Company raised total net proceeds of approximately US$ 10.6 million after deducting underwriting discounts and commissions and offering expenses. F- 24