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What changed in Aureus Greenway Holdings Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Aureus Greenway Holdings Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+163 added−166 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-28)

Top changes in Aureus Greenway Holdings Inc's 2025 10-K

163 paragraphs added · 166 removed · 112 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

42 edited+2 added−6 removed125 unchanged
Biggest changeOur golf-courses include a number of intentionally designed obstacles our customers should strategically avoid on the golf-course which are known as “hazards” or areas referred to “the rough”. We believe these hazards keep each round of golf interesting and challenging for our customers.
Biggest changeOnce a customer has chosen where to “tee off” or drive the ball towards the green, they can place a ball on a tee and take a swing. 2 Our golf-courses include a number of intentionally designed obstacles our customers should strategically avoid on the golf-course which are known as “hazards” or areas referred to “the rough”.
Moreover, if events are cancelled within ninety days of the event date, we require fifty percent of the event costs to be paid to make-up for any anticipated losses our golf country clubs may experience due to such cancellation. 8 Competition Our Company competes in a sporting and leisure-based industry tied to consumer discretionary spending.
Moreover, if events are cancelled within ninety days of the event date, we require fifty percent of the event costs to be paid to make-up for any anticipated losses our golf country clubs may experience due to such cancellation. Competition Our Company competes in a sporting and leisure-based industry tied to consumer discretionary spending.
Number Issue Date Expiration Date Registration Agency Domain Name Owner 1 10/23/2023 10/23/2026 GoDaddy Operating Company, LLC. aureusgreenway.com Aureus Greenway 2 8/10/2022 8/10/2027 GoDaddy Operating Company, LLC. golf-kissimmee.com Aureus Greenway 3 4/22/2021 4/22/2026 GoDaddy Operating Company, LLC. golfkissimmeebay.com Aureus Greenway 4 4/22/2021 4/22/2026 GoDaddy Operating Company, LLC. golfremington.com Aureus Greenway 5 1/29/2023 1/29/2026 GoDaddy Operating Company, LLC. kissimmee-golf.com Aureus Greenway 6 11/5/2015 11/5/2025 GoDaddy Operating Company, LLC. kissimmeebay.golf Aureus Greenway 7 9/3/2009 9/3/2025 GoDaddy Operating Company, LLC. playgolfinkissimmee.com Aureus Greenway 8 4/28/2017 4/29/2025 GoDaddy Operating Company, LLC. playgolfinremington.com Aureus Greenway 9 2/3/2018 2/3/2026 GoDaddy Operating Company, LLC. playgolfremington.com Aureus Greenway 10 11/5/2015 11/5/2025 GoDaddy Operating Company, LLC.
Number Issue Date Expiration Date Registration Agency Domain Name Owner 1 10/23/2023 10/23/2026 GoDaddy Operating Company, LLC. aureusgreenway.com Aureus Greenway 2 8/10/2022 8/10/2027 GoDaddy Operating Company, LLC. golf-kissimmee.com Aureus Greenway 3 4/22/2021 4/22/2026 GoDaddy Operating Company, LLC. golfkissimmeebay.com Aureus Greenway 4 4/22/2021 4/22/2026 GoDaddy Operating Company, LLC. golfremington.com Aureus Greenway 5 1/29/2023 1/29/2026 GoDaddy Operating Company, LLC. kissimmee-golf.com Aureus Greenway 6 11/5/2015 11/6/2026 GoDaddy Operating Company, LLC. kissimmeebay.golf Aureus Greenway 7 9/3/2009 9/3/2026 GoDaddy Operating Company, LLC. playgolfinkissimmee.com Aureus Greenway 8 4/28/2017 4/29/2026 GoDaddy Operating Company, LLC. playgolfinremington.com Aureus Greenway 9 2/3/2018 2/4/2027 GoDaddy Operating Company, LLC. playgolfremington.com Aureus Greenway 10 11/5/2015 11/6/2026 GoDaddy Operating Company, LLC.
Once these upgrades are completed, we believe we will be better positioned to compete with our competitors, especially given our affordable pricing. At Remington, the greens have never been upgraded and are susceptible to diseases and mutations due to their age. To remain competitive in the greater Orlando region, we overseed our greens during peak golf season.
Once these upgrades are completed, we believe we will be better positioned to compete with our competitors, especially given our affordable pricing. 8 At Remington, the greens have never been upgraded and are susceptible to diseases and mutations due to their age. To remain competitive in the greater Orlando region, we overseed our greens during peak golf season.
(January 21, 2023). https://www.golfdigest.com/courses/guides/best-public-golf-courses-orlando-under-100-dollars 4 The property underlying both of our golf country clubs and the owner of that property is part of and subject to the Association, a not-for-profit corporation homeowners association.
(January 21, 2023). https://www.golfdigest.com/courses/guides/best-public-golf-courses-orlando-under-100-dollars The property underlying both of our golf country clubs and the owner of that property is part of and subject to the Association, a not-for-profit corporation homeowners association.
Both wholesale vendors have circulated promotion emails to their large customer-base around the country and advertised our golf-courses on their social media platforms. Seasonality Our golf country clubs operations are seasonal in nature and we anticipate that our golf country clubs will experience annual seasonality.
Both wholesale vendors have circulated promotion emails to their large customer-base around the country and advertised our golf-courses on their social media platforms. 9 Seasonality Our golf country clubs operations are seasonal in nature and we anticipate that our golf country clubs will experience annual seasonality.
We believe our golf country clubs have quality facilities, a breadth of amenities and the ability to host several relevant functions and events. Kissimmee Bay and Remington each have their own clubhouse, featuring a pro-shop, kitchen, bar, and dining area.
We believe our golf country clubs have quality facilities, a breadth of amenities and the ability to host several relevant functions and events. 7 Kissimmee Bay and Remington each have their own clubhouse, featuring a pro-shop, kitchen, bar, and dining area.
Our operations, services and revenue streams are organized into four principal business sectors: (i) golf recreation, retail golf products, and equipment and facilities rental, (ii) membership dues, (iii) food and beverage services. and (iv) ancillary services and amenities. Golf Recreation Green Fees.
Our operations, services and revenue streams are organized into four principal business sectors: (i) golf recreation, retail golf products, and equipment and facilities rental, (ii) membership dues, (iii) food and beverage services. and (iv) ancillary services and amenities. 5 Golf Recreation Green Fees.
Remington Golf Club FSC Clearwater II LLC United States 98326337, 98348963 International Class 041 : Country clubs; Entertainment in the nature of golf outings and golf tournaments; Golf club services; Golf courses; Golf fitness instruction; Golf instruction; Organization of golf tournaments; Providing golf facilities International. 12/21/2023, 1/09/2024 7606737 12/17/2024 14 Domain names.
Remington Golf Club FSC Clearwater II LLC United States 98326337, 98348963 International Class 041 : Country clubs; Entertainment in the nature of golf outings and golf tournaments; Golf club services; Golf courses; Golf fitness instruction; Golf instruction; Organization of golf tournaments; Providing golf facilities International. 12/21/2023, 1/09/2024 7606737 12/17/2024 13 Domain names.
As of the date of this Annual Report, we are not aware of any oppositions filed against our proposed trademarks. 13 Trademarks We own the following United States trademarks as of the registration dates noted below: No. Trademark Owner Country Serial Number(s) Class(es) Application Date(s) Registration Number(s) Registration Date 1.
As of the date of this Annual Report, we are not aware of any oppositions filed against our proposed trademarks. 12 Trademarks We own the following United States trademarks as of the registration dates noted below: No. Trademark Owner Country Serial Number(s) Class(es) Application Date(s) Registration Number(s) Registration Date 1.
We believe we have a great relationship with all of our members and in turn our members provide stable recurring revenue throughout the year. As of the date of this Annual Report, Kissimmee Bay had approximately 100 memberships and Remington had approximately 30 memberships .
We believe we have a great relationship with all of our members and in turn our members provide stable recurring revenue throughout the year. As of the date of this Annual Report, Kissimmee Bay and Remington had approximately 100 memberships in total.
Our properties are subject to the rules and CCR of the Association which consist of various restrictions or guidelines regarding use and maintenance of the property, including, among others, easements, rights-of-way, restrictions, Association assessments and similar charges or encumbrances that do not materially interfere with the ordinary course of business of the Company or any of its Subsidiaries.
Our properties are subject to the rules and CCR of the Association which consist of various restrictions or guidelines regarding use and maintenance of the property, including, among others, easements, rights-of-way, restrictions, Association assessments and similar charges or encumbrances that do not materially interfere with the ordinary course of business of the Company or any of its Subsidiaries. 10 Environmental, Health and Safety.
For the years ended December 31, 2024 and December 31, 2023, we generated approximately 65% and 70% of our gross revenue from collecting daily green fees which each golfer is charged for every round of eighteen holes that golfer plays, respectively. Green fee rates differ by the day of the week, time of day, or season.
For the years ended December 31, 2025 and 2024, we generated approximately 64% and 65% of our gross revenue from collecting daily green fees which each golfer is charged for every round of eighteen holes that golfer plays, respectively. Green fee rates differ by the day of the week, time of day, or season.
Additionally, we keep our green fees relatively competitive to the market for example,: Our structured green fees for the end of the shoulder season during early to mid-January 2024 * was as follows: Golf-Club Weekday Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 69.95 $ 39.95 $ 29.95 $ 24.95 Remington $ 54.95 $ 39.95 $ 29.95 $ 24.95 Golf-Club Weekend Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 84.95 $ 39.95 $ 29.95 $ 24.95 Remington $ 64.95 $ 39.95 $ 29.95 $ 24.95 Our structured green fees for the peak season during mid-January through April 2024 * was as follows: Golf-Club Weekday Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 84.95 $ 59.95 $ 34.95 $ 24.95 Remington $ 74.95 $ 49.95 $ 34.95 $ 24.95 9 Golf-Club Weekend Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 84.95 $ 59.95 $ 34.95 $ 24.95 Remington $ 74.95 $ 49.95 $ 34.95 $ 24.95 * Rates are subject to change due to market conditions and competitor rates during each period stated above.
Additionally, we keep our green fees relatively competitive to the market for example,: Our structured green fees for the end of the shoulder season during early to mid-January 2025 * was as follows: Golf-Club Weekday Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 74.95 $ 39.95 $ 29.95 $ 24.95 Remington $ 64.95 $ 39.95 $ 29.95 $ 24.95 Golf-Club Weekend Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 74.95 $ 39.95 $ 29.95 $ 24.95 Remington $ 64.95 $ 39.95 $ 29.95 $ 24.95 Our structured green fees for the peak season during mid-January through April 2025 * was as follows: Golf-Club Weekday Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 74.95 $ 59.95 $ 34.95 $ 24.95 Remington $ 64.95 $ 49.95 $ 34.95 $ 24.95 Golf-Club Weekend Morning Prime Afternoon Twilight Late Afternoon Kissimmee Bay $ 74.95 $ 59.95 $ 34.95 $ 24.95 Remington $ 64.95 $ 49.95 $ 34.95 $ 24.95 * Rates are subject to change due to market conditions and competitor rates during each period stated above.
To that end, due to the course’s acclaimed beauty and value, in 2023 Kissimmee Bay was appropriately recognized and named by Golf Digest magazine as one of “Best Courses in Orlando under $100.” 1 While open to the public daily, Kissimmee Bay is also intertwined with the local community through our membership in the Association and maintains 100 members as of September 30, 2024.
To that end, due to the course’s acclaimed beauty and value, in 2023 Kissimmee Bay was appropriately recognized and named by Golf Digest magazine as one of “Best Courses in Orlando under $100.” 1 While open to the public daily, Kissimmee Bay is also intertwined with the local community through our membership in the Association and maintains 100 members as of December 31, 2025.
It is specifically located in a neighborhood in Kissimmee, Florida near the intersection of Irlo Bronson Hwy (US192) and the Florida Turnpike. This golf-course opened for play in 1990 and is situated approximately fifteen minutes’ drive from Orlando International Airport and just west of East Lake Tohopekaliga. For the twelve months ended 2023, 40,623 rounds of golf were played.
It is specifically located in a neighborhood in Kissimmee, Florida near the intersection of Irlo Bronson Hwy (US192) and the Florida Turnpike. This golf-course opened for play in 1990 and is situated approximately fifteen minutes’ drive from Orlando International Airport and just west of East Lake Tohopekaliga. For the twelve months ended 2025, 51,000 rounds of golf were played.
Remington is also intertwined with the local community through our membership in the Association and has 30 members as of the date of this Annual Report. Approximately 34,493 rounds of golf were played at Remington for the twelve months ended December 31, 2024. Remington’s clubhouse features a full kitchen, a bar, a pro-shop and three of our offices.
Remington is also intertwined with the local community through our membership in the Association and has 30 members as of the date of this Annual Report. Approximately 23,000 rounds of golf were played at Remington for the twelve months ended December 31, 2025. Remington’s clubhouse features a full kitchen, a bar, a pro-shop and three of our offices.
The following table sets forth the breakdown of our employees by function as of the date of this Annual Report: Functional Area Number of Employees (1) Pro Shop 5 Golf Operations 27 Food and Beverage 15 Total 47 (1) This figure does not include our approximately thirteen independently contracted employees of SSS Down to Earth Opco, LLC, as of the date of this Annual Report. 12 Description of Property Our principal premises are located at 2995 Remington Blvd.
The following table sets forth the breakdown of our employees by function as of the date of this Annual Report: Functional Area Number of Employees (1) Pro Shop 7 Golf Operations 26 Food and Beverage 14 Total 47 (1) This figure does not include our approximately thirteen independently contracted employees of SSS Down to Earth Opco, LLC, as of the date of this Annual Report. 11 Description of Property Our principal premises are located at 2995 Remington Blvd.
Environmental, Health and Safety. Our facilities and operations are subject to a number of environmental laws.
Our facilities and operations are subject to a number of environmental laws.
The Remington Golf Club The Remington Golf Club (“Remington”) was designed by architects Clifton, Ezell & Clifton and hosts a par 72 18-hole course with five colored sets of tee boxes with increasing difficulty designated by color with a total yardage of 7,111.
The antiques are not held by Kissimmee Bay. 3 The Remington Golf Club The Remington Golf Club (“Remington”) was designed by architects Clifton, Ezell & Clifton and hosts a par 72 18-hole course with five colored sets of tee boxes with increasing difficulty designated by color with a total yardage of 7,111.
For the years ended December 31, 2024, and December 31, 2023, membership dues totaled $303,541 and $168,723, respectively each of which represented approximately 9% and 5% of our total revenues. 7 Food and Beverage Services Our food and beverage services provide what we believe to be high-quality, freshly prepared food, snacks, and non-alcoholic and alcoholic beverages to our customer base.
For the years ended December 31, 2025 and 2024, membership dues totaled $ 290,177 and $303,541, respectively each of which represented approximately 10% and 9% of our total revenues. Food and Beverage Services Our food and beverage services provide what we believe to be high-quality, freshly prepared food, snacks, and non-alcoholic and alcoholic beverages to our customer base.
Kissimmee Bay hosts a local rotary club’s weekly meetings which maintains possession of those golf antiques. The antiques are not held by Kissimmee Bay.
Kissimmee Bay hosts a local rotary club’s weekly meetings which maintains possession of those golf antiques.
We maintain multiple sets of new or gently used golf country clubs on premises for guest rental purposes. We annually purchase and replenish eight to ten sets of new Wilson Sporting Goods branded golf clubs to rent out to our Kissimmee Bay guests. Annually, any golf clubs over a year in age are transferred to Remington for customer rentals.
We annually purchase and replenish eight to ten sets of new Wilson Sporting Goods branded golf clubs to rent out to our Kissimmee Bay guests. Annually, any golf clubs over a year in age are transferred to Remington for customer rentals.
For the fiscal years ended December 31, 2024, and 2023, our green fees revenue decreased from $$2,475,133 to $2,139,636, respectively representing a year over year decrease of approximately 14%. Driving Ranges. Both Remington and Kissimmee Bay offer driving ranges for golfers to practice their long golf-game.
For the fiscal years ended December 31, 2025 and 2024, our green fees revenue decreased from $ 2,443,178 to $ 2,174,376 , respectively representing a year over year decrease of approximately 11%. Driving Ranges. Both Remington and Kissimmee Bay offer driving ranges for golfers to practice their long golf-game.
For the fiscal year ended December 31, 2024, Kissimmee Bay accounted for 58% of our total club revenue and business, Remington accounted for 42% of our total club revenue and business.
For the fiscal year ended December 31, 2025, Kissimmee Bay accounted for 61% of our total club revenue and business, Remington accounted for 39% of our total club revenue and business.
This is because, after a floater range ball is driven by a customer into the waterway, that ball is retrieved by club operations and reused with minimal effort as compared with those typically required to retrieve traditional golf balls from an extensive grass-based driving range. 6 As of the date of this Annual Report, we sell our floater range balls at $9 per bucket to our customers.
This is because, after a floater range ball is driven by a customer into the waterway, that ball is retrieved by club operations and reused with minimal effort as compared with those typically required to retrieve traditional golf balls from an extensive grass-based driving range.
For the fiscal years ended December 31, 2023 and 2024, food and beverage revenue increased from $682,281 to $648,738 or 5%, which accounts for approximate 19% and 20% of our total revenue, respectively.
For the fiscal years ended December 31, 2025 and 2024, food and beverage revenue decreased from $648,738 to $ 614,997 or 5%, which accounts for approximate 21% and 20% of our total revenue, respectively.
Our customers should strategically avoid landing a golf ball near or on hazards such as water or bunkers, which are narrow pits filled with sand.
We believe these hazards keep each round of golf interesting and challenging for our customers. Our customers should strategically avoid landing a golf ball near or on hazards such as water or bunkers, which are narrow pits filled with sand.
However, during our peak season, we typically host over 200 golfers per day every day for approximate 90 days in a row.
However, during our peak season, we typically host over 200 golfers per day every day for approximate 90 days in a row. During the peak season, both international and national tourists visit Florida for a golfing vacation.
We believe non-member local golfers are more particular than tourists about which times of the year they will- or will not-golf. To that end, keeping our golf-courses in good condition during both peak and non-peak season is key to attracting and engaging local patrons so they may view our golf country clubs favorably and become repeat customers at our golf-courses.
To that end, keeping our golf-courses in good condition during both peak and non-peak season is key to attracting and engaging local patrons so they may view our golf country clubs favorably and become repeat customers at our golf-courses.
The planting is intended to help control water flow during rain events on our property as to assist with treatment of the waters flowing into the nearby waterways before discharging into those waterways.
The planting is intended to help control water flow during rain events on our property as to assist with treatment of the waters flowing into the nearby waterways before discharging into those waterways. We continue to review the SFWMD’s Permit Mitigation Plan as guidance and plant native aquatic plants accordingly with the recommendations stated therein.
Part of our daily operations includes the retrieval and replenishment of floater range balls to limit inventory turnover and keep operations at our ranges running smoothly. Retail Golf Products and Equipment and Facilities Rental Pro shops. We maintain pro shops at both of our golf country clubs, which offer golf apparel, equipment, and information about our golf-courses.
As of the date of this Annual Report, we sell our floater range balls at $9 per bucket to our customers. Part of our daily operations includes the retrieval and replenishment of floater range balls to limit inventory turnover and keep operations at our ranges running smoothly. Retail Golf Products and Equipment and Facilities Rental Pro shops.
Similarly, our revenue has increased steadily during the last five years due to efforts from our greens superintendent as well as the executive management team.
We acquired both of our golf country clubs in 2014, and since then, our management team has grown alongside the business. Similarly, our revenue has increased steadily during the last five years due to efforts from our greens superintendent as well as the executive management team.
Our pro shops include unique retail options such as golf balls, golf-gloves, logoed hats and polos. At our pro shops, we only sell golf clubs on a prepaid custom-order-basis, which avoids our need to maintain a large inventory and prevents long turnovers of ordered equipment. Golf product rental.
At our pro shops, we only sell golf clubs on a prepaid custom-order-basis, which avoids our need to maintain a large inventory and prevents long turnovers of ordered equipment. Golf product rental. We maintain multiple sets of new or gently used golf country clubs on premises for guest rental purposes.
The following diagram illustrates our current corporate structure as of the date of this report: Our Business Model 5 We are the manager and operator of golf country clubs just south of Orlando, Florida.
As a holding company with no material operations of its own, Aureus Greenway conducts operations through its subsidiaries in the State of Florida, in the United States. 4 The following diagram illustrates our current corporate structure as of the date of this report: Our Business Model We are the manager and operator of golf country clubs just south of Orlando, Florida.
We believe the use of golf carts at our golf country clubs allows our customers to swiftly and easily travel between the eighteen holes at each of our golf-courses without delaying or interfering with other customers use of the same golf-course.
We believe the use of golf carts at our golf country clubs allows our customers to swiftly and easily travel between the eighteen holes at each of our golf-courses without delaying or interfering with other customers use of the same golf-course. 6 Membership Dues We provide club memberships to a group of legacy members who are part of the Association pursuant to the CCR who enjoy the lifestyle of patronizing Kissimmee Bay and Remington year-round.
For example, our tee boxes are marked by colors which correlate to a recommended skill level to make it easy for our customers to decide where to start. Once a customer has chosen where to “tee off” or drive the ball towards the green, they can place a ball on a tee and take a swing.
For example, our tee boxes are marked by colors which correlate to a recommended skill level to make it easy for our customers to decide where to start.
During the peak season, both international and national tourists visit Florida for a golfing vacation. 10 After our peak season, golfing tourism noticeably slows however, our membership dues provide revenue that is historically less affected by seasonality than our green fees from those non-member golfers.
After our peak season, golfing tourism noticeably slows however, our membership dues provide revenue that is historically less affected by seasonality than our green fees from those non-member golfers. We believe non-member local golfers are more particular than tourists about which times of the year they will- or will not-golf.
Moreover, during past peak seasons, we purchased additional Google keyword search advertisements to maintain our visibility and prevent competitors from securing top positions in search results for similar search terms. In addition to traditional digital marketing, we partner with one of the preeminent tee-time booking platforms GolfNow.com, managed by GolfNow Inc., (“GolfNow”).
Moreover, during past peak seasons, we purchased additional Google keyword search advertisements to maintain our visibility and prevent competitors from securing top positions in search results for similar search terms. Other of our marketing partners include two golf wholesale vendors, Tee Times USA and Golfpac Travel.
We continue to review the SFWMD’s Permit Mitigation Plan as guidance and plant native aquatic plants accordingly with the recommendations stated therein. 11 Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants.
Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants.
We believe manicuring the greens is important to our customers and that the manicured greens create a more enjoyable experience at our golf country clubs. 3 We acquired both of our golf country clubs in 2014, and since then, our management team has grown alongside the business.
The lower the stimp, the slower the greens while, the higher the stimp, the faster the greens. We believe manicuring the greens is important to our customers and that the manicured greens create a more enjoyable experience at our golf country clubs.
GolfNow sells these barter tee times at prices lower than our publicly published rates. Other of our marketing partners include two golf wholesale vendors, Tee Times USA and Golfpac Travel. We have partnered with these wholesale vendors in order to attract a significant percentage of golfers during our peak season.
We have partnered with these wholesale vendors in order to attract a significant percentage of golfers during our peak season.
Removed
The lower the stimp, the slower the greens while, the higher the stimp, the faster the greens.
Added
In 2025, we have completed our renovation projects for Kissimmee Bay and Remington including the installation of 19 new TiffEagle greens at Remington Golf Club and extensive renovations to the interior and exterior of the clubhouse at Kissimmee Bay Country Club.
Removed
As a holding company with no material operations of its own, Aureus Greenway conducts operations through its subsidiaries in the State of Florida, in the United States.
Added
We maintain pro shops at both of our golf country clubs, which offer golf apparel, equipment, and information about our golf-courses. Our pro shops include unique retail options such as golf balls, golf-gloves, logoed hats and polos.
Removed
Membership Dues We provide club memberships to a group of legacy members who are part of the Association pursuant to the CCR who enjoy the lifestyle of patronizing Kissimmee Bay and Remington year-round.
Removed
GolfNow maintains an online reservations and revenue management platform featuring our golf-courses among others. In fact, we believe GolfNow’s booking and search engine is a dominant platform in the Florida golf market, making it easy for golfers to find our golf country clubs and book tee times at our golf-courses through GolfNow mobile App.
Removed
GolfNow also provides our management with operational dashboards, email databases of our customers, and reports regarding the status of tee times at our golf country clubs. We believe we are able to leverage this insight to increase retail bookings and revenue through the insight GolfNow provides.
Removed
Not only can we easily track tee times and improve any ongoing deals to our golfing clientele, we are also able to make promotional announcements to GolfNow’s email listserv once a month. With this insight, we have collaborated with GolfNow to advertise three barter tee times on the GolfNow platform daily.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have integrated our assessment and management of material risks from cybersecurity threats into our overall risk management systems and processes. For example, the results of such third-party cybersecurity assessments are shared with our senior management and the board’s audit committee for review, both of which evaluate our overall enterprise risk.
Biggest changeFor example, the results of such third-party cybersecurity assessments are shared with our senior management and the board’s audit committee for review, both of which evaluate our overall enterprise risk. 14 Cybersecurity Risk In 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
If we fail to observe this regulatory guidance or standards, we could be subject to various regulatory sanctions, including financial penalties. State regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations.
These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal laws and regulations. If we fail to observe this regulatory guidance or standards, we could be subject to various regulatory sanctions, including financial penalties. State regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations.
For more information about these risks, please refer to the section entitled “Risk Factors” in this Annual Report. The Company is actively engaged in identifying and managing cybersecurity risks.
For more information about these risks, please refer to the section entitled “Risk Factors” in this Annual Report. The Company is actively engaged in identifying and managing cybersecurity risks. Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical.
Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical. 33 We and our customers use third-party service providers to perform a variety of functions throughout our business, including booking services through third party platforms and point of sale devices.
We and our customers use third-party service providers to perform a variety of functions throughout our business, including booking services through third party platforms and point of sale devices.
The Board’s Audit Committee is also responsible for overseeing cybersecurity risk and are informed in a timely manner of any incidents considered potentially serious, together with details on the prevention, detection, mitigation and remediation of such incidents. 34 Risks from Cybersecurity Threats As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.
Risks from Cybersecurity Threats As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.
Removed
Cybersecurity Risk In 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents. These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal laws and regulations.
Added
We have integrated our assessment and management of material risks from cybersecurity threats into our overall risk management systems and processes.
Added
The Board’s Audit Committee is also responsible for overseeing cybersecurity risk and are informed in a timely manner of any incidents considered potentially serious, together with details on the prevention, detection, mitigation and remediation of such incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn addition, if any litigation results in an unfavorable outcome, there exists the possibility of a material adverse impact on our results of operations, prospects, cash flows, financial position and brand. Item 4. Mine Safety Disclosures. Not Applicable. 35 PART II
Biggest changeIn addition, if any litigation results in an unfavorable outcome, there exists the possibility of a material adverse impact on our results of operations, prospects, cash flows, financial position and brand. Item 4. Mine Safety Disclosures. Not Applicable. 15 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures 35 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 ITEM 6. Reserved 37 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 50 ITEM 8.
Biggest changeITEM 4. Mine Safety Disclosures 15 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16 ITEM 6. Reserved 17 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 29 ITEM 8.
Financial Statements and Supplementary Data 50 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 51 ITEM 9A. Controls and Procedures 51 ITEM 9B. Other Information 52
Financial Statements and Supplementary Data 29 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29 ITEM 9A. Controls and Procedures 29 ITEM 9B. Other Information 31

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCertain Relationships and Related Transactions, and Director Independence.” As of the date of this Annual Report, there has been no material change in the planned proceeds from our IPO, as described in our final prospectus. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Biggest changeCertain Relationships and Related Transactions, and Director Independence.” As of the date of this Annual Report, there has been no material change in the planned proceeds from our IPO, as described in our final prospectus.
On Form S-1 filed in connection with our IPO. 36 Further, there has been no material change in the expected use of the net proceeds from our IPO as described under the heading “Use of Proceeds” in our final prospectus, filed with the SEC on February 13, 2025, pursuant to Rule 424(b)(4) relating to our registration statement on Form S-1.
On Form S-1 filed in connection with our IPO. 16 Further, there has been no material change in the expected use of the net proceeds from our IPO as described under the heading “Use of Proceeds” in our final prospectus, filed with the SEC on February 13, 2025, pursuant to Rule 424(b)(4) relating to our registration statement on Form S-1.
The actual number of holders of our Common Stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. As of December 31, 2024, we had 3 registered holders of our Class A Preferred Stock.
The actual number of holders of our Common Stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. As of December 31, 2025, we had 1 registered holder of our Class A Preferred Stock.
We had 10,880,000 shares of Common Stock issued and outstanding as of December 31, 2024. Holders of Capital Stock As of December 31, 2024, we had 3 registered holders of our Common Stock. This number does not include stockholders for whom shares are held in “nominee” or “street” name.
We had 15,268,515 shares of Common Stock issued and outstanding as of December 31, 2025. Holders of Capital Stock As of December 31, 2025, we had 17 registered holders of our Common Stock. This number does not include stockholders for whom shares are held in “nominee” or “street” name.
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Equity Compensation Plan Information 2025 Equity Incentive Plan On August 13, 2025, a majority of stockholders of the Company approved by written consent in lieu of a meeting the adoption of the 2025 Equity Incentive Plan (“2025 Plan”).
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The total shares of Common Stock authorized for issuance during the term of the 2025 Plan is 1,500,000 shares of the Company’s authorized shares of Common Stock .
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As of the date of this Annual Report, all option awards were granted under the 2025 Plan and vested fully upon grant, and the Company has issued 34,527 shares of Common Stock under the 2025 Plan. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations 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 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 (benefits) expenses 20,936 (135,265 ) 117,757 Net (Loss) Income (183,700 ) 386,128 323,193 39 Revenue Revenues disaggregated by major revenue streams for years ended December 31, 2024, 2023 and 2022 are disclosed in the table below: For the Years Ended 2024 vs 2023 2023 vs 2022 December 31, Changes Changes 2024 2023 2022 $ % $ % Golf operations – annual membership dues $ 303,542 $ 168,723 $ 230,874 $ 134,819 80 % $ (62,151 ) (27 )% – one-time green fees 2,139,636 2,475,133 2,079,741 (335,497 ) (14 )% 395,392 19 % Sales of food and beverage 648,738 682,281 517,694 (33,543 ) (5 )% 164,587 32 % Sales of merchandise 115,262 138,450 99,366 (23,188 ) (17 )% 39,084 39 % Ancillary revenue 91,183 90,125 80,979 1,058 1 % 9,146 11 % $ 3,298,361 $ 3,554,712 $ 3,008,654 $ (256,351 ) (7 )% $ 546,058 18 % Comparison for the years ended December 31, 2024 and 2023 Our revenue is mainly comprised of golf operations, sales of food and beverage and sales of merchandise.
Biggest changeResults of Operations For the Years Ended December 31, 2025 2024 Revenue Golf operations 2,174,376 2,443,178 Sales of food and beverage 614,997 648,738 Sales of merchandise 105,380 115,262 Ancillary revenue 69,624 91,183 Total revenue 2,964,377 3,298,361 Operating costs: Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below) 1,413,436 1,367,958 Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below) 204,653 186,602 Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below) 57,124 54,876 Salaries and benefits 3,300,897 724,157 Depreciation 220,500 201,113 Legal and professional fees 733,397 300,281 Other general and administration expenses 1,440,569 645,406 Total operating costs 7,370,576 3,480,393 Loss from operations (4,406,199 ) (182,032 ) Other income (expense) Interest expense (4,491 ) (25,550 ) Other income 642,248 44,818 Total other income, net 637,757 19,268 Loss before income tax (3,768,442 ) (162,764 ) Income tax (benefits) expenses (91,412 ) 20,936 Net Loss (3,677,030 ) (183,700 ) 19 Revenue Revenues disaggregated by major revenue streams for years ended December 31, 2025 and 2024 are disclosed in the table below: For the Years Ended 2025 vs 2024 December 31, Changes 2025 2024 $ % Golf operations – annual membership dues $ 290,177 $ 303,542 $ (13,365 ) (4 )% – one-time green fees 1,884,199 2,139,636 (255,437 ) (12 )% Sales of food and beverage 614,997 648,738 (33,741 ) (5 )% Sales of merchandise 105,380 115,262 (9,882 ) (9 )% Ancillary revenue 69,624 91,183 (21,559 ) (24 )% $ 2,964,377 $ 3,298,361 $ (333,984 ) (10 )% Our revenue is mainly comprised of golf operations, sales of food and beverage and sales of merchandise.
Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $15,521 due to decrease in customers who paid by credit cards near the year end; (ii) a decrease in accounts payable and accrued liabilities of $75,925 due to decrease in accounts payable by $121,708 as a result of settlement of payables to vendors outweighed the costs incurred to vendors and offset by the increase in accrued expenses of $65,042 in relation to the audit fee; and (iii) increase in deferred tax liabilities of $11,958 due to increase in the temporary difference derived from the accelerated depreciation of property and equipment.
Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $15,521 due to decrease in customers who paid by credit cards near the year end; (ii) a decrease in accounts payable, other payables and accrued liabilities of $75,925 due to decrease in accounts payable by $121,708 as a result of settlement of payables to vendors outweighed the costs incurred to vendors and offset by the increase in accrued expenses of $65,042 in relation to the audit fee; and (iii) increase in deferred tax liabilities of $11,958 due to increase in the temporary difference derived from the accelerated depreciation of property and equipment.
Cash Flows from Financing Activities During the fiscal year ended December 31, 2024, cash used in financing activities was the result of deferred offering costs of $329,715 and repayments of bank and other borrowings of $592,937 and partially offset by net proceeds from related party loans of $770,753.
During the fiscal year ended December 31, 2024, cash used in financing activities was the result of deferred offering costs of $329,715 and repayments of bank and other borrowings of $592,937 and partially offset by net proceeds from related party loans of $770,753.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Quantitative and Qualitative Disclosure About Market Risk 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.
Quantitative and Qualitative Disclosure About Market Risk Credit Risk The Company’s principal financial assets are cash and cash equivalents, accounts and other receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness.
Accounts payable and accrued liabilities Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable.
Accounts payable, other payables and accrued liabilities Accounts payable, other payables and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable.
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’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 year ended December 31, 2025 and 2024, the Company charged $215,000 and $110,000, respectively, as director’s remuneration to Mr.
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 losses and temporary difference can be utilized. As of December 31, 2024, the Company had $857,177 of net operating losses (“NOLs”) which can be carried forward indefinitely.
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 losses and temporary difference can be utilized. As of December 31, 2025, the Company had $1,166,970 of net operating losses (“NOLs”) which can be carried forward indefinitely.
One-time green fees from golf operations accounted for 65% and 70% of total revenue for the years ended December 31, 2024 and 2023 respectively.
One-time green fees from golf operations accounted for 64% and 65% of total revenue for the years ended December 31, 2025 and 2024 respectively.
Other income (expenses) Other income (expenses) mainly includes interest expenses regarding the bank other borrowings incurred, bank interest income and additional service charges from customers who paid by credit cards.
Other income (expenses) Other income (expense) mainly includes interest expenses regarding the bank and other borrowings incurred, bank interest income, dividend from money market accounts and additional service charges from customers who paid by credit cards.
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. 46 Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr.
Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured and repayable on demand. As of December 31, 2024, outstanding director’s remuneration was $295,900. As of December 31, 2025, the director’s remuneration payable to Mr.
Since all accounts receivable as at years ended 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. 49 Vendor concentration risk As of December 31, 2024 and 2023, the Company owed 84% and 85% of accounts payable to a key supplier, respectively.
Since all receivable as of December 31, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for receivable. Vendor concentration risk As of December 31, 2025 and 2024, the Company owed 87% and 94% of accounts payable to a key supplier, respectively.
Contract liabilities – deferred revenue Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by customers. The increase in this balance by $3,797 or 2% was mainly due to annual membership dues being received in advance outweighed the revenue recognized during the year ended December 31, 2024.
Contract liabilities – deferred revenue Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the customers. The decrease in this balance by $16,246 or 10% was mainly due to revenue recognized during the year ended December 31, 2025 outweighed the annual membership dues being received in advance.
Our golf country clubs include two golf-courses with over 13,000 yards of combined fairways, clubhouses boasting food and beverage options, aquatic golf ranges, and pro shops to assist any level of golfers.
Our golf country clubs include two golf-courses with over 13,000 yards of combined fairways, clubhouses boasting food and beverage options, aquatic golf ranges, and pro shops to assist any level of golfers. Our two golf country clubs are situated on over 289 acres of multi-service recreational property.
Decrease in revenue from sales of food and beverage by $33,543 or 5% from $682,281 for the year ended December 31, 2023 to $648,738 for the year ended December 31, 2024 was contributed by a decrease in quantities sold by 11% from approximately 116,000 pieces of food and beverage for the year ended December 31, 2023 to approximately 103,000 pieces of food and beverage for the year ended December 31, 2024 while the average unit price remained stable at $6 per unit for both periods.
Decrease in revenue from sales of food and beverage by $33,741 or 5% from $648,738 for the year ended December 31, 2024 to $614,997 for the year ended December 31, 2025 was contributed by a decrease in quantities sold by 5% from approximately 103,000 for the year ended December 31, 2024 to approximately 98,000 for the year ended December 31, 2025 while the average unit price remained stable at $6 per unit for both years.
Decrease in one-time greens fees by 14% resulted from the decrease in total number of rounds by approximately 15% from approximately 66,000 rounds during the year ended December 31, 2023 to approximately 56,000 rounds during the year ended December 31, 2024 despite the increase in average price per round by approximately 3% from $37 per round for the year ended December 31, 2023 to $38 per round for the year ended December 31, 2024.
Decrease in one-time greens fees by 12% resulted from the decrease in total number of rounds by approximately 9% from approximately 56,000 rounds during the year ended December 31, 2024 to approximately 51,000 rounds during the year ended December 31, 2025 and the decrease in average price per round by approximately 3% from $38 per round for the year ended December 31, 2024 to $37 per round for the year ended December 31, 2025.
Comparison for the years ended December 31, 2024 and 2023 The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses.
The operating expenses of the Company mainly consist of costs related to golf operations, costs related to sales of food and beverage and merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses.
We believe attracting and retaining customers while increasing customer engagement and loyalty by providing what we believe to be a high quality golfing experience will drive our revenue. Drivers of our revenue growth will require further steps to maintain and build on quality experiences at our golf country clubs.
We believe attracting and retaining customers while increasing customer engagement and loyalty by providing what we believe to be a high quality golfing experience will drive our revenue. Drivers of our revenue growth will require continued efforts in maintaining and improving upon the quality of our customers’ experiences at our golf country clubs.
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 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 believes that, taking into consideration the present available banking facilities and internal financial resources we have, including the current levels of cash and cash flows from operations, and the measures mentioned above, will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this report.
The Company believes that, taking into consideration the successful IPO listing on Nasdaq capital market in February 2025, the private placement in July 2025 and internal financial resources we have, including the current levels of cash and cash flows from operations, and the measures mentioned above, will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this report.
Our two golf country clubs are situated on over 289 acres of multi-service recreational property. 37 Each of our golf country clubs is organized into four revenue streams: (i) golf operations, (ii) sales of food and beverage; (iii) sales of merchandise; and (iv) ancillary income.
Each of our golf country clubs is organized into four revenue streams: (i) golf operations, (ii) sales of food and beverage; (iii) sales of merchandise; and (iv) ancillary income.
The increase in quantity sold was in line with increase in golf operations.
The decrease in quantities sold was in line with decrease in golf operations.
The decrease in the operating leases – current was mainly due to the amortization for the year ended December 31, 2024. Amounts due to related parties Amounts due to related parties consists of the following: Name Relationship Nature December 31, 2024 December 31, 2023 Mr.
The increase in current operating leases liabilities was mainly due new leases being signed during year ended December 31, 2025. 24 Amounts due to related parties Amounts due to related parties consists of the following: Name Relationship Nature December 31, 2025 December 31, 2024 Mr.
During the fiscal year ended December 31, 2023, our net cash provided by operating activities was approximately $848,032, primarily arising from net income of $386,128, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item mainly consisted of depreciation of $174,207 and unpaid director’s remuneration of $100,000.
During the fiscal year ended December 31, 2024, our net cash provided by operating activities was approximately $89,676, primarily arising from net loss of $183,700, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $201,113 and unpaid director’s remuneration of $110,000.
Capital Expenditures We incurred capital expenditures of $126,679, $251,389 and $207,582 for the years ended December 31, 2024, 2023 and 2022, respectively, which mainly related to the purchase of pump station, cooler and freezer, air-conditioning system, restaurant equipment and clubhouse improvements. 48 Contractual Obligations Lease Agreements Future minimum lease payments under operating leases as of December 31, 2024 were as follows: Year ending December 31, 2025 $ 228,430 2026 200,125 2027 161,880 2028 161,880 2029 107,920 Thereafter - $ 860,235 Less imputed interest (84,689 ) Operating lease liabilities $ 775,546 Cash Flow Sufficiency In order to meet the debt obligations and operating needs of our business, our management expects to satisfy the cash flow needs and through (i) maintaining stable relationships with banks in order to renew the bank borrowings upon maturity or to arrange for additional banking facilities for use when necessary; (ii) closely monitoring the collection status of accounts receivable and actively following up with our customers for settlements; (iii) diversifying and broadening our customer base to avoid reliance on particular customers and to expand our sources of revenue and cash flow; (iv) effectively managing accounts payable and negotiating for longer credit periods from suppliers, when necessary; (v) obtaining financial support from our Controlling Shareholder and investors to meet short-term operating expenses; and (vi) continuing to focusing on improving operational efficiency and cost reductions and enhancing efficiency.
Future minimum lease payments under operating leases as of December 31, 2025 were as follows: Year ending December 31, Total 2026 $ 285,740 2027 247,495 2028 247,495 2029 193,535 2030 63,250 $ 1,037,515 Less imputed interest (103,737 ) Operating lease liabilities $ 933,778 Cash Flow Sufficiency In order to meet the debt obligations and operating needs of our business, our management expects to satisfy the cash flow needs and through (i) maintaining stable relationships with banks in order to renew the bank borrowings upon maturity or to arrange for additional banking facilities for use when necessary; (ii) closely monitoring the collection status of accounts receivable and actively following up with our customers for settlements; (iii) diversifying and broadening our customer base to avoid reliance on particular customers and to expand our sources of revenue and cash flow; (iv) effectively managing accounts payable and negotiating for longer credit periods from suppliers, when necessary; (v) obtaining financial support from our Controlling Shareholder and investors to meet short-term operating expenses; and (vi) continuing to focusing on improving operational efficiency and cost reductions and enhancing efficiency.
Cheung Ching Ping Shareholder of the Company Interest-free listing expense loans (1) $ 1,021,617 $ 520,964 Mr. Cheung Ching Ping Shareholder of the Company Interest-free shareholder’s loans (2) 607,272 472,272 Mr. Cheung Chi Ping Shareholder and Director of the Company Interest-free shareholder’s loans (2) 485,917 377,817 Mr.
Cheung Ching Ping* Shareholder and Director of the Company Interest-free listing expense loans (1) $ - $ 1,021,617 Mr. Cheung Ching Ping* Shareholder and Director of the Company Interest-free shareholder’s loans (2) - 607,272 Mr. Cheung Ching Ping* Shareholder and Director of the Company Director’s remuneration (3) 100,000 - Mr.
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.
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.
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.
The loan was fully settled during the year ended December 31, 2025 upon listing. (2) On April 24, 2014, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung entered into two shareholders’ loan agreements with Chrome Field I, Inc. and Chrome Field II, Inc., wholly-owned subsidiaries of the Company, respectively.
Increase in revenue from sales of merchandise by $39,084 or 39% from $99,366 for the year ended December 31, 2022 to $138,450 for the year ended December 31, 2023, which was contributed by the increase in sales of golf balls, men’s and ladies’ wear and gloves by 44% as a result of the increase in sales to customers playing golf during the year ended December 31, 2023.
Decrease in revenue from sales of merchandise by $9,882 or 9% from $115,262 for the year ended December 31, 2024 to $105,380 for the year ended December 31, 2025 was contributed by a decrease in sales of golf balls, men’s and ladies’ wear and gloves by 12% as a result of the decrease in customers playing golf during the year ended December 31, 2025.
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.
For the years ended December 31, 2025 and 2024, one vendor accounted for 15% and 31% of our total operating costs, respectively.
The increase in other income by $21,563 for the year ended December 31, 2024 and the decrease in other expenses by $25,001 for the year ended December 31, 2023 was mainly due to the increase in service charges from customers due to more usage of credit cards by the customers and increase in bank interest income. 43 Income tax expenses (benefits) 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.
Income tax (benefits) expenses 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.
Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The 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 results of operations and the financial impact has been reflected in our results for the year ended December 31, 2025. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements include the accounts of the Company and its wholly-owned subsidiaries.
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. Pursuant to the facility agreement, the loan is interest-free, unsecured and repayable on the earlier of the listing of our common stock on Nasdaq, or December 31, 2025.
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.
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.
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. The Company recorded income tax benefits of $91,412 for the year ended December 31, 2025 and income tax expenses of $20,936 for the year ended December 31, 2024.
The decrease in accounts receivables from $36,299 as of December 31, 2023 to $20,778 as of December 31, 2024 was mainly due to the less customers who paid by credit cards near the year end. Inventories Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears, food and beverages.
Increase in balance was mainly due to the more customers who paid by credit cards near the year end. Inventories Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears. The Company keeps low inventories since the turnaround time is short.
Golf operating expenses increased by $178,069 or 15% from $1,189,889 for the year ended December 31, 2023 to $1,367,958 for the year ended December 31, 2024, which was attributable to the increase in contractual landscaping and repair and maintenance by $115,715 with our largest vendor, Down to Earth, during the year ended December 31, 2024 as a result of inflation.
Increase in golf operating costs by $45,478 or 3% from $1,367,958 for the year ended December 31, 2024 to $1,413,436 for the year ended December 31, 2025 which was attributable to the contractual price for the maintenance contract with Down-to-Earth, which increased as a result of the contract renewal.
Net (loss) income Our net loss for the year ended December 31, 2024 was $183,700 as compared to a net income of $386,128 for the year ended December 31, 2023.
Please refer to Note 12 – Income Tax to the Consolidated Financial Statements for more details. Net loss Our net loss for the year ended December 31, 2025 was $3,677,030 as compared to a net loss of $183,700 for the year ended December 31, 2024.
The 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. 38 Critical Accounting Policies, Judgments and Estimates We have identified certain accounting policies that are significant to the preparation of our Group’s financial information.
A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The 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.
Revenue from golf operations decreased by $200,678 or 8% from $2,643,856 for the year ended December 31, 2023 to $2,443,178 for the year ended December 31, 2024, which was mainly driven by the decrease in one-time green fees from golf operations by $335,497 or 14%, partially offset by the increase in annual membership dues by $134,819 or 80%.
Revenue from golf operations decreased by $268,802 or 11% from $2,443,178 for the year ended December 31, 2024 to $2,174,376 for the year ended December 31, 2025, which was mainly driven by the decrease in one-time green fees from golf operations by $255,437 or 12% and the decrease in annual membership dues by $13,365 or 4%.
Cash Flows from Investing Activities During the fiscal year ended December 31, 2024, cash flows used in investing activities were mainly for the purchase of property and equipment of $126,679 including pump station and the installation of new air-conditioner system and our investment in money market funds which comprises of United States short-term treasury bills of $6,778.
During the fiscal year ended December 31, 2024, cash flows used in investing activities were mainly for the purchase of property and equipment of $126,679 including pump station and the installation of new air-conditioner system and our investment in money market funds which comprises of United States short-term treasury bills of $6,778. 26 Cash Flows from Financing Activities During the year ended December 31, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093, net proceeds from pre-funded warrants of $23,520,000 and partially offset by net repayments of related party loans of $2,576,013, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs of $171,180 during the year following the successful listing.
The overall operating expenses increased by $178,839 or 5% from $3,301,554 for the year ended December 31, 2023 to $3,480,393 for the year ended December 31, 2024, which was primarily due to increases in golf operating costs, salaries and benefits and depreciation and partially offset by the decrease in cost of food and beverages sales and cost of merchandise sales during the current year with details discussed below.
The overall operating expenses increased by $3,890,183 or 112% from $3,480,393 for the year ended December 31, 2024 to $7,370,576 for the year ended December 31, 2025, which was primarily due to the increase in salaries and benefits and other general and administrative expenses during the current year with details discussed below.
Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of our proposed initial public offering (“IPO”). Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of operations.
Should the IPO prove to be unsuccessful, these deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of operations. The deferred offering costs was offset against the equity upon the listing during the current year which resulted in nil balance as of December 31, 2025.
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves. Increase in cost of merchandise sales was mainly due to the combined effect of (i) increase in revenue from sales of merchandise; and (ii) average purchase costs for golf balls, men’s and ladies’ wear and gloves increased by 43%.
Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wear, gloves and headwear. Increase in cost of merchandise sales by $2,248 was due to the increase in purchasing cost of merchandise goods by our suppliers because inflation increases their production and operational costs.
The increase in salaries and benefits by $40,216 or 6% was primarily due to the increase in mandatory minimum wage by $1 per hour and the salaries paid to the Chief Financial Officer who had joined the Company since November 2023. 42 Our depreciation is mainly derived from depreciation of the recreational building, golf carts, pump stations and other operating equipment.
The increase in salaries and benefits by $2,576,740 or 356% was primarily due to the increase in stock-based compensation by $1,890,958 in relation to the grant of stock options, the increase in directors’ fee by approximately $456,000 and the increase in salaries paid to the Chief Financial Officer by approximately $140,000. 21 Our depreciation is mainly derived from depreciation of the recreational building, golf carts, pump stations and other operating equipment.
Decrease in accounts payable and accrued liabilities balance by $75,925 or 15% from $495,930 as of December 31, 2023 to $420,005 as of December 31, 2024 was mainly due to the decrease in accounts payable by $121,708 as a result of settlement of payables to vendors outweighed the costs incurred to vendors during the year ended December 31, 2024 and offset by the increase in accrued expenses of $65,042 in relation to the audit fee.
Increase in accounts payable and accrued liabilities balance by $268,922 or 64% from $420,005 as of December 31, 2024 to $688,927 as of December 31, 2025 was mainly due to the increase in accounts payable by $53,176, as costs incurred to vendors exceeded settlements during the year, and an accrued audit fee of $115,000 for the year ended December 31, 2025.
During the fiscal year ended December 31, 2022, cash flows used in investing activities were for the purchase of property and equipment of $207,582, it is mainly due to payments for the course renovations, roof replacement and bridge improvement.
Cash Flows from Investing Activities During the year ended December 31, 2025, cash flows used in investing activities were for the purchase of property and equipment of $1,074,008. The purchase and payment for acquisition of property and equipment was due to payments for the renovation and upgrading of our golf courses, clubhouse and facilities, greens renovation and roof replacement.
The decrease in cost of food and beverage sales by $22,624 or 11% from $209,226 for the year ended December 31, 2023 to $186,602 for the year ended December 31, 2024 was in line with the decrease in sales of food and beverage.
The increase in cost of food and beverage sales by $18,051 or 10% from $186,602 for the year ended December 31, 2024 to $204,653 for the year ended December 31, 2025 was mainly due to higher raw material prices for food and beverages during the year.
The Company keeps low inventories since the turnaround time is short. Deferred offering costs 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 Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the IPO. Deferred offering costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO.
In addition, upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed. The Company’s deferred tax asset and income tax expenses are computed at the federal statutory rate of 21% and state of Florida tax rate of 5.5% to the income tax amount recorded for the years ended December 31, 2024 and 2023.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% to the income tax amount recorded for the years ended December 31, 2025 and 2024.
Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the years ended December 31, 2024, 2023 and 2022: For the Years Ended 2024 vs 2023 2023 vs 2022 December 31, Changes Changes 2024 2023 2022 $ $ Cash provided by Operating Activities $ 89,676 $ 848,032 $ 576,256 $ (758,356 ) $ 271,776 Cash used in Investing Activities (133,457 ) (251,389 ) (207,582 ) 117,932 (43,807 ) Cash used in Financing Activities (145,371 ) (643,500 ) (364,781 ) 498,129 (278,719 ) Net change in cash and cash equivalents $ (189,152 ) $ (46,857 ) $ 3,893 $ (142,295 ) $ (50,750 ) Cash Flow from Operating Activities During the fiscal year ended December 31, 2024, our net cash provided by operating activities was approximately $89,676, primarily arising from net loss of $183,700, as adjusted for non-cash items and changes in operating assets and liabilities.
Cheung Chi Ping of $100,000 was fully settled in January 2026. 25 Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Cash (used in) provided by Operating Activities $ (2,028,348 ) $ 89,676 Cash used in Investing Activities (1,067,230 ) (133,457 ) Cash provided by (used in) Financing Activities 31,306,605 (145,371 ) Net change in cash and cash equivalents $ 28,211,027 $ (189,152 ) Cash Flow from Operating Activities During the year ended December 31, 2025, our net cash used in operating activities was approximately $2,028,348, primarily arising from net loss of $3,677,030, and adjusted for non-cash items and changes in operating assets and liabilities.
Working Capital The following table summarizes our cash and working capital as of December 31, 2024 and 2023: December 31, December 31, 2024 2023 Changes % Cash and cash equivalents $ 457,142 $ 646,294 $ (189,152 ) (29 )% Accounts receivable – net 20,778 36,299 (15,521 ) (43 )% Short-term investment 6,778 - 6,778 100 % Inventories, net 55,817 55,704 113 0 % Deferred offering costs 582,679 252,964 329,715 130 % Other current assets 2,078 125 1,953 1,562 % Total currents assets $ 1,125,272 $ 991,386 $ 133,886 14 % Accounts payable and accrued liabilities $ 420,005 $ 495,930 $ (75,925 ) (15 )% Contract liabilities – deferred revenue 162,226 158,429 3,797 2 % Bank and other borrowings – current 94,007 135,970 (41,963 ) (31 )% Operating lease liabilities – current 195,115 222,275 (27,160 ) (12 )% Due to related parties 2,532,160 1,651,407 880,753 53 % Total current liabilities $ 3,403,513 $ 2,664,011 $ 739,502 28 % Working Capital Deficiency $ (2,278,241 ) $ (1,672,625 ) $ (605,616 ) 36 % 44 Accounts receivables Accounts receivable mainly represent amounts due from customers paid by credit cards from provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses.
The increase in net loss by $3,493,330 or 1,902% was mainly due to the decrease in our revenue by $333,984 and increase in our operating costs by $3,890,183 and offset by the increase in other income of $618,489 as mentioned above. 22 Working Capital The following table summarizes our cash and working capital as of December 31, 2025 and 2024: December 31, December 31, 2025 2024 Changes % Cash and cash equivalents $ 28,668,169 $ 457,142 $ 28,211,027 6,171 % Accounts receivable – net 44,751 20,778 23,973 115 % Short-term investment - 6,778 (6,778 ) (100 )% Inventories, net 34,415 55,817 (21,402 ) (38 )% Deferred offering costs - 582,679 (582,679 ) (100 )% Prepaid expenses 314,602 - 314,602 100 % Other current assets 20,124 2,078 18,046 868 % Total currents assets $ 29,082,061 $ 1,125,272 $ 27,956,789 2,484 % Accounts payable, other payables and accrued liabilities $ 688,927 $ 420,005 $ 268,922 64 % Contract liabilities – deferred revenue 145,980 162,226 (16,246 ) (10 )% Bank and other borrowings – current - 94,007 (94,007 ) (100 )% Operating lease liabilities – current 242,256 195,115 47,141 24 % Due to related parties 216,598 2,532,160 (2,315,562 ) (91 )% Total current liabilities $ 1,293,761 $ 3,403,513 $ (2,109,752 ) (62 )% Working Capital Assets (Deficiency) $ 27,788,300 $ (2,278,241 ) $ 30,066,541 1,320 % Accounts receivable Accounts receivable mainly represent credit cards or cash deposits in transit, amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit loss.
Cheung Chi Ping Shareholder and Director of the Company Director’s remunerations (3) 295,900 185,900 Mr. Cheung Yick Chung Shareholder of the Company 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 Chi Ping** Shareholder and Director of the Company Repayment of borrowings on behalf of the Company 3,809 - Mr. Cheung Yick Chung Shareholder of the Company Interest-free shareholder’s loans (2) - 121,454 $ 216,598 $ 2,532,160 *On January 28, 2026, Mr.
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.
Pursuant to the facility agreement, the loan is interest-free, unsecured and repayable on the earlier of within 30 days from the date the Company’s common stock listed on Nasdaq, or December 31, 2025. As of December 31, 2024, the amount of listing expenses paid by Mr. Cheung Ching Ping on behalf of the Company was $1,021,617.
Adjustment for non-cash items mainly consisted of depreciation of $201,113 and unpaid director’s remuneration of $110,000.
Adjustment for non-cash items mainly consisted of depreciation of $220,500, unpaid director’s remuneration of $200,000, stock-based compensation of $1,890,958 and provision for allowance for expected credit losses of $5,277.
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.
No other vendor accounts for more than 10% of our total operating costs for the years ended December 31, 2025 and 2024, respectively. 28 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.
Revenue from annual membership dues accounted for 9% and 5% of total revenue for the years ended December 31, 2024 and 2023. It increased by $134,819 or 80% mainly due to more receipts in advance closed to the year ended December 31, 2023 and deferred to be recognized as revenue during the year ended December 31, 2024.
Revenue from annual membership dues accounted for 10% and 9% of total revenue for the years ended December 31, 2025 and 2024, respectively. It decreased by $13,365 or 4% mainly due to the lower demand for annual memberships, a direct result of one of our golf courses being closed for renovation from May 17, 2025 to October 2, 2025.
Bank and Other Borrowings The Company borrowed loans from various financial institutions for working capital purposes. Our borrowings are as follows as of December 31, 2024 and 2023: Initiation date Loan No.
Bank and Other Borrowings The Company borrowed loans from various financial institutions for working capital purpose. The decrease in bank and other borrowings was mainly due to full settlement of all bank and other borrowing during the year months ended December 31, 2025 upon listing in February 2025.
The increase by $9,146 or 11% was mainly due to increase in demand for rental services for activities and events during the year ended December 31, 2023. 41 Operating expenses Operating expenses consisted of the following: For the Years Ended 2024 vs 2023 2023 vs 2022 December 31, Changes Changes 2024 2023 2022 $ % $ % Golf operating costs(1) $ 1,367,958 $ 1,189,889 $ 1,015,852 $ 178,069 15 % $ 174,037 17 % Cost of food and beverage sales(1) 186,602 209,226 167,614 (22,624 ) (11 )% 41,612 25 % Cost of merchandise sales(1) 54,876 92,675 56,228 (37,799 ) (41 )% 36,447 65 % Salaries and benefits 724,157 683,941 556,880 40,216 6 % 127,061 23 % Depreciation 201,113 174,207 163,371 26,906 15 % 10,836 7 % Other general and administrative expenses 945,687 951,616 580,463 (5,929 ) (1 )% 371,153 64 % $ 3,480,393 $ 3,301,554 $ 2,540,408 $ 178,839 5 % $ 761,146 30 % (1) Exclusive of depreciation and salaries and benefits shown separately above.
The decrease by $21,559 or 24% was mainly due to the decrease in demand for rental services for activities and events during the year ended December 31, 2025. 20 Operating expenses Operating expenses consisted of the following: For the Years Ended December 31, 2025 vs 2024 Changes 2025 2024 $ % Golf operating costs(1) $ 1,413,436 $ 1,367,958 $ 45,478 3 % Cost of food and beverage sales(1) 204,653 186,602 18,051 10 % Cost of merchandise sales(1) 57,124 54,876 2,248 4 % Salaries and benefits 3,300,897 724,157 2,576,740 356 % Depreciation 220,500 201,113 19,387 10 % Legal and professional fees 733,397 300,281 433,116 144 % Other general and administrative expenses 1,440,569 645,406 795,163 123 % $ 7,370,576 $ 3,480,393 $ 3,890,183 112 % (1) Exclusive of depreciation and salaries and benefits shown separately above.
Removed
On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 shares of common stock, US$0.001 par value per stock share at an offering price of US$4.00 per share for a total of US$12,000,000 in gross proceeds.
Added
To that end, we have successfully completed the following major renovations during Q3 of 2025: ● Installing 19 brand new TiffEagle greens at Remington Golf Club; ● Extensively renovated the interior and exterior of the Clubhouse at Kissimmee Bay Country Club 17 In addition, we will continue to review and seek to expand our portfolio through regional country club acquisitions.
Removed
The Company raised total net proceeds of approximately US$10.6 million after deducting underwriting discounts and commissions and offering expenses.
Added
In 2025, we experienced more than average rainy days during the first three months ended March 31, 2025 causing our revenue to be under pressure. b. Cost of maintenance due to inflation The DTE Agreement was renewed in 2022 and the renewed contractual price has been fully reflected in Q1 2025.
Removed
To achieve the foregoing, we intend to focus on: ● Renovating and modernizing our golf country clubs to promote more enjoyable use of our facilities; ● Retaining new regional customers from the growth of the surrounding greater Orlando Florida region through marketing efforts; and ● Expanding our portfolio through regional country club acquisitions.
Added
The higher contractual price is a reflection of the inflationary environment that has subsequently impacted the labor, fertilizer and chemical markets. The maintenance cost and contract with DTE was further renewed in November 2025 and the contractual price has been increased by approximately 10% starting from November 2025. c.
Removed
In 2023, we believe that we experienced very few rainy days during the first quarter making almost every day of the busiest season a suitable day for playing golf. b.
Added
Renovation and upgrading of our golf courses and clubhouses As disclosed in our prospectus dated February 11, 2025, some of the net proceeds from the initial public offering will be used for renovation and upgrading of our golf courses, clubhouse and facilities.
Removed
Cost of maintenance due to inflation Our maintenance contract with our major vendor, SSS Down to Earth, LLC (“DTE”) an independently contracted country club consultancy and golf maintenance company, was only renewed in 2022 and the renewed contractual price did not fully reflect the inflationary environment that subsequently impacted the labor, fertilizer and chemical markets.
Added
Through careful planning and scheduling, we completed an extensive interior and exterior renovation of our clubhouse located at Kissimmee Bay Country Club with no disruption to daily business operations. However, in case of Remington Golf Club, the golf club had to be temporarily closed for renovation starting from May 17, 2025.
Removed
In order to maintain our golf courses at a quality level that is consistent with our price points, after thorough discussions with the management of DTE, we had agreed to increase our contract price with DTE by a total of $200,000 starting in October 2023.
Added
The renovation was successfully completed, and the golf club was re-opened on October 3, 2025. During the renovation period, we removed all old greens at Remington Golf Club and installed new TifEagle greens. The renovation project had an adverse effect on our businesses revenue at Remington Golf Club.
Removed
This increase did not fully impact our cost basis in 2023 but will be in 2024. The maintenance cost and contract with DTE may be subject to further increases in 2024 if the inflationary environment continues to impact our maintenance needs.
Added
Critical Accounting Policies, Judgments and Estimates We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. In preparing the consolidated financial statements in conformity with U.S.
Removed
Some of our accounting policies involve subjective assumptions and estimates, as well as complex judgements relating to accounting items. In each case, the determination of these items requires management judgements based on information and financial data that may change in future periods.
Added
GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. 18 The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
Removed
When reviewing our financial statements, you should consider: (i) our selection of accounting policies; and (ii) the results to changes in conditions and assumptions. We set forth below those accounting policies that we believe are of critical importance to us or involve the most significant estimates and judgements used in the preparation of our Group’s financial statements.
Added
Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment, estimated incremental borrowing rate of lease and the valuation of stock-based compensation. Actual results could differ from those estimates.
Removed
Overall decrease in revenue period over period by $256,351 or 7% was mainly due to the decrease in one-time green fees from golf operations and the associated sales of food and beverage and merchandise, and partially offset by the increase in annual membership dues.
Added
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policy and practice is revenue recognition, property and equipment, stock-based compensation and income tax.
Removed
Decrease in number of rounds was mainly due to more rainy days during the year ended December 31, 2024.
Added
For the details of the accounting policies of these critical accounting policies, please refer to Note 2 to the consolidated financial statements.

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