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 utr:acre

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
File Number: 001-42507

Greenway Holdings Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 99-0418678

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 2995
Remington Boulevard

 Kissimmee,
 Florida 34744

 (Address
of principal executive office) (Zip code)

 (407) 344 4004

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class:

 Trading
 Symbol(s)

 Name
 of each exchange on which registered:

 Common
 Stock, par value $0.001 per share

 AGH

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act:

 None

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes No

 Note
 - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 As
of June 30, 2024, the last business day of the registrant's most recently completed second quarter, there was no established public
trading market for the registrant's equity securities as the registrant was not a public company and therefore cannot calculate
the aggregate market value of its voting and non-voting equity held by non-affiliates as of such date. The registrant's common
stock began trading on the Nasdaq Capital Market on February 12, 2025.

 As
of March 28, 2025 there were 13,880,000
of the registrant's shares of common stock issued and outstanding.

GREENWAY HOLDINGS INC.

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE FISCAL YEAR ENDED

 DECEMBER
31, 2024

 Page

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk Factors

 ITEM
 1B.

 Unresolved Staff Comments

 ITEM
 1C.

 Cybersecurity

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal Proceedings

 ITEM
 4.

 Mine Safety Disclosures

 ITEM
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 Reserved

 ITEM
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 ITEM
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 ITEM
 8.

 Financial Statements and Supplementary Data

 ITEM
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls and Procedures

 ITEM
 9B.

 Other Information

 ITEM
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 ITEM
 10.

 Directors, Executive Officers and Corporate Governance

 ITEM
 11.

 Executive Compensation

 ITEM
 12.

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

 ITEM
 13.

 Certain Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal Accounting Fees and Services

 ITEM
 15.

 Exhibits and Financial Statement Schedules

 ITEM
 16.

 Form 10-K Summary

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report on Form 10-K (the "Annual Report") contains forward-looking statements regarding our business, financial condition,
results of operations, and prospects. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," and similar expressions or variations of such words are intended
to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements
as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

 Although
forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can
only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and
uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the
forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation,
those specifically addressed under the headings "Risks Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." You are urged not to place undue reliance on these forward-looking statements,
which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov)
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC,
including us.

 We
undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the
various disclosures made throughout the entirety of this Annual Report on Form 10-K, which are designed to advise interested parties
of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 OTHER
PERTINENT INFORMATION

 Except
where the context otherwise requires and for purposes of this Annual Report on Form 10-K only, references to:

 " Association "
refers to the Kissimmee Bay Community Association, Inc. a not-for-profit corporation homeowners association;

 " Aureus
Greenway " "our business", "our Company", "Company", "we", "us",
"our" and "Group" refers to Aureus Greenway Holdings Inc., a corporation incorporated under the laws of the State
of Nevada and, unless the context requires otherwise, its subsidiaries;

 " BVI "
refers to the British Virgin Islands;

 " CCR "
refers to the master declaration of covenants, conditions, restrictions, easements, and reservations of the Kissimmee Bay Community Association;

 " Chrome
I " refers to Chrome Fields I, a corporation formed in the State of Delaware and an indirect wholly-owned subsidiary of the
Company;

 " Chrome
II " refers to Chrome Fields II, a corporation formed in the State of Delaware and an indirect wholly-owned subsidiary of the
Company;

 " Common
Stock " are to our shares of common stock with a par value of $0.001 per share

 " Exchange
Act " refers to the United States Securities Exchange Act of 1934, as amended;

 " FSC
I " refers to FSC Clearwater LLC, a limited liability company formed in the State of Florida and an indirect wholly-owned subsidiary
of the Company;

 " FSC
II " refers to FSC Clearwater II LLC, a limited liability company formed in the State of Florida and an indirect wholly-owned
subsidiary of the Company;

 " FY2023 ",
" FY2024 " refers to our fiscal year ended December 31, 2023, and December 31, 2024, respectively;

 " IPO "
refers to our initial public offering, which we consummated on February 14, 2025, and through which we offered and sold 3,000,000 shares
of our common stock at a price to the public of $4.00 per share. The gross proceeds to us from the IPO were $12 million, before deducting underwriting discounts and other offering expenses.

 " Kissimmee
Bay " refers to Kissimmee Bay Country Club in Florida and which is owned by FSC I;

 " Mr.
C. P. Cheung " refers to Mr. ChiPing Cheung, our executive director, Chief Executive Officer and stockholder indirectly holding
31.4% of our listed common stock and 40% of our class A preferred stock and the brother of Mr. S. Cheung and the son of Mr. Y. C. Cheung
and Ms. C. Lee;

 " Mr.
S. Cheung " refers to Mr. Stephen Ching Ping Cheung, our designated executive director, Executive Chairman and stockholder indirectly
holding 38.1% of our issued common stock and 50% of our class A preferred stock and the brother of Mr. C. P. Cheung and the son of Mr.
Y. C. Cheung and Ms. C. Lee;

 " Mr.
Y. C. Cheung " refers to Mr. Yick Chung Cheung, a stockholder indirectly holding 3.5% of our issued common stock and 10% of
our class A preferred stock, the father of Mr. C. P. Cheung and Mr. S. Cheung;

 " Ms.
C. Lee " refers to Ms. Chan Lee, a stockholder indirectly holding 9.6% of our issued common stock and 10% of our class A preferred
stock, the mother of Mr. C. P. Cheung and Mr. S. Cheung;

 " Pine
Ridge " refers to Pine Ridge Group Limited, a company formed in the BVI on May 3, 2013, a direct wholly-owned subsidiary of
the Company;

 " Remington "
refers to Remington Golf Club in Florida and which is owned by FSC II;

 " SEC "
or " Securities and Exchange Commission " are to United States Securities and Exchange Commission;

 " Securities
Act " are to the U.S. Securities Act of 1933, as amended; and

 " U.S.
dollars, " " $, " and " dollars " refers to the legal currency of the United States.

 We
have relied on statistics provided by a variety of publicly-available sources regarding growth in the golf industry. We did not directly
or indirectly sponsor or participate in the publication of such materials, and these materials are not incorporated in this report other
than to the extent specifically cited in this report. We have commissioned an industry report from Frost & Sullivan Inc. (" Frost
& Sullivan "). We have sought to provide current information in this report and believe that the statistics provided in
this report remain up-to-date and reliable, and these materials are not incorporated in this report other than to the extent specifically
cited in this report.

 PART
I

 Item 1. Business

 Overview

 We
own and operate two public golf country clubs in Florida that each feature a golf-club, consisting of over 289 acres of multi-service
recreational property. 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 golfer. We believe our golf country clubs are a
serene combination of approachable golf and nature that are designed to appeal to local residents and tourists alike. Both of our golf-courses
are aesthetically complemented by nearby waterways of which we believe provide both our golf-courses with scenic backdrops and enhance
our customers' golfing experience. Our golf country clubs also host local golf leagues, golf-tournaments, and private events. We
believe the natural elements and diverse challenges of our golf-courses, services and amenities offers a compelling value to our customers
and will allow our facilities to maintain customer loyalty while being an attractive tourist destination in the greater Orlando Florida
region. Moreover, we believe that "green fees" or entry fees at our golf-courses are priced affordably compared to Orlando's
resort area courses, and as a result are popular especially during our peak winter season in the greater Central Florida region. 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. Leveraging our two golf country clubs, we plan to (i) continue to develop customer loyalty and capture
a greater share of the golf-players who live in- or visit-the greater Orlando region and (ii) increase our revenue from the operation
of our golf country clubs. We believe the quality of our golf-courses and the amenities we offer will continue to enhance our ability
to attract and retain golf-players across a number of demographic groups and skill levels.

 Each
of our golf country clubs is organized into four principal business segments: (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. Each of the
golf-courses featured at our golf country clubs present a different set of physical and strategic challenges depending on the layout
and where we place the position of a ball-hole and flagstick on a green from time to time during the golf-season. We believe this variation
helps to create an enjoyable experience for our customers, no matter how many times they have visited our golf-courses before. Our golf
country clubs are less than a mile away from one another, providing our customers with an excellent option for a 36-hole day of golf
at both of our facilities. Our customers will encounter similar elements at our golf-courses that may be found at most golf courses which
include but are not limited to what we consider to be the essential parts of a golf-course: greens, fairways, and hazards—such
as bunkers or the rough.

 The
"tee" is located in the "tee box" where each hole of a golf-course begins. The "green" is where the
hole and flagstick are located. The "fairway" is a stretch of short grass between the tee box and the putting green. The
goal of the game of golf is to get the golf ball from the tee, and into the hole on the green with the fewest strokes possible. Every
hole of each course ends at the green. The tee box is a close-cut area of grass at the starting point of the hole. Our golf-courses have
several tee boxes available for our customers to choose from based on a customer's skill level. Usually, tees near the fairway
are meant for beginners, while more advanced golf-players are better suited to hit a golf-ball from the back tees at the beginning of
each hole on a golf-course. 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.

 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". 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. Similarly, our customers should avoid hitting a ball near or around the rough, which is a manicured
and longer-cut area of grass surrounding our fairways and greens because it is usually difficult and unpredictable to hit a ball from
the rough. If a customer has their ball in the rough or in a sand trap, they often move the ball back to the fairway or into the green
with golf country clubs known as sand wedges, lob wedges, or pitching wedges. However, if a customer cannot hit the ball, they must take
a one-stroke penalty and either hit the ball again or drop their golf ball near the hazard, but not closer to the hole.

 The
grass we place on our greens is the most highly manicured area on the course. We maintain the greens so that the grass contained therein
is short so that the ball can easily roll. Before a customer takes a shot on the green, they must read the ground conditions. To read
the conditions of the green, a customer often makes note of the highest point on the surface because golf-putts (or shorter golf-ball
taps) will usually roll away from that point. For example, sometimes wet, humid conditions like those in Florida will cause a green to
slow a golf-ball down which may cause golf-putts to stick to the grass. Our greens superintendent regularly measures the rolling speed
of our greens using a "stimpmeter" to assess the "stimp" of our putting greens which helps us determine whether
additional topdressing of sand is needed on each of our greens to keep the roll fast and consistent. The stimp represents the numerical
value that represents how fast the golf ball rolls on the putting surface while a "Stimpmeter" device is used to measure
the speed of a golf course green by applying a known velocity to a golf ball and measuring the distance traveled in feet. 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.

 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. We believe recent capital improvements at both golf country clubs will help the facilities and our golf-courses progressively grow
in stature and reputation in order to keep up to date with future infrastructure needs that can meet future demand and structural wherewithal.
As a result of these upgrades and our management's plans for growth, we believe they have gained valuable experience and are well-equipped
to take on additional assets and continue to enhance the performance of both golf country clubs since our initial acquisition in 2014.
The following provides an overview of the unique features and services offered by both of our golf country clubs.

 The
Kissimmee Bay Country Club

 The
Kissimmee Bay Country Club ("Kissimmee Bay"), located south of Orlando, Florida, was designed by Clifton, Ezell & Clifton
and hosts a par 71 18-hole course with five colored sets of tee boxes with increasing difficulty designated by color with a total yardage
of 6,830, lined with oak trees that we believe date back a hundred years that blend with classic palm trees to anchor and frame the vistas
across Kissimmee Bay. In 2017, we upgraded Kissimmee Bay's greens with highly manicured "champion G12" grass, a new
cultivar of champion ultradwarf Bermuda grass which now line the greens on Kissimmee Bay's course. 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. 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.

 In
addition to standard recreational golf and related services, Kissimmee Bay guests enjoy accommodations that include a full kitchen, antique-display,
bar, and banquet room where we offer what we believe are popular crowd-pleasing menu-items. Kissimmee Bay's event space can comfortably
seat large golf events as well as private events including weddings, galas, banquets, business meetings, and holiday parties. These events
generate significant business for our club, and help to drive club visibility, while increasing our food and beverage sales and facility
utilization. Kissimmee Bay's clubhouse walls also feature a display adorned with rare golf antiques that we believe are rare in
the golf world. 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.

 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. Remington is designed
along hardwood trees, palm trees and classic and tropical flora and was built in 1996.

Golf Club is specifically located in Kissimmee Florida near the intersection of Irlo Bronson Hwy (US192) and the Florida Turnpike.
Remington opened for play in May 1996. 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 offers customers a no-frills golf experience
for casual recreational play. We offer hot and cold food options at Remington's clubhouse.

The best courses you can play in Orlando under $100. Golf Digest. (January 21, 2023).

 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. The Association is the governing homeowners' association which is responsible for the operation
of the Kissimmee Bay community in which the Association's voting membership is made up of owners, and in which membership is a
mandatory condition of property ownership in the community. Each household within the association is entitled to cast one vote and the
owner of our golf country clubs is entitled to cast ten votes at each Association meeting where Association-wide matters may be voted
on. As of March 1, 2024, there were approximately 293 households in the Association and the golf country club owner's vote represents
approximately 3% of the total votes that may be cast. The Association is governed by a "Master Declaration of Covenants, Conditions,
Restrictions, Easements and Reservations" for Kissimmee Bay (the "CCR") that, among other things, (i) limits certain
of our property use, (ii) imposes several reciprocal and non-reciprocal easements on us, (iii) outlines design guidelines on our property
that we and the Association owners must adhere to and (iv) creates the Association that has the power to levy assessments and liens,
review proposed architectural changes and govern common amenities. 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. The Association's
CCR does not materially interfere with the ordinary course of business of the Company or any of its subsidiaries.

 Corporate
Structure and History

Greenway Inc. was incorporated in the State of Nevada on December 22, 2023, under The Nevada Revised Statutes (the "NRS").
Our principal executive offices are located at 2995 Remington Boulevard Kissimmee, Florida 34744, and our telephone number is (407) 344
4004. Our current registered office and current principal place of business in Nevada are located at 701 S. Carson Street, Suite 200,
Carson City, NV 89701. Our website address is www.aureusgreenway.com.

Greenway is a holding company incorporated in Nevada and headquartered in 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.

 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 that our golf country clubs are designed
to appeal to a wide-ranging population that attracts customers across a number of local and tourism-driven demographic groups. We believe
the combination of our geographic location and approachable golf-courses allow us to capture a greater share of a broad base of customers'
discretionary leisure spending. We believe our golf country clubs are designed to provide customers with lush and serene backdrops where
they can enjoy leisure and social activities.

 Both
of our golf-courses are conveniently located just south of Orlando, Florida and both Remington and Kissimmee Bay are an approximate 23-minute
drive to popular attractions such as Walt Disney World Resort. Similarly, both our golf-courses are easily accessible via major highways
and in close proximity to Orlando International Airport. According to Frost & Sullivan Limited, whom we commissioned in December
2023 to produce a report which covers and analyzes the golf club industry for a period of 2018-2022, Orlando, Florida is one of the most
visited cities in the world for leisure travelers with domestic and international visitors combined rising from 111.8 million in 2018
to 137.4 million in 2022. Further, both our golf-courses are open for play to the general public provided, however, Kissimmee Bay and
Remington maintain club memberships in order to provide exclusive benefits to those members, including but not limited to, reduced green
and food and beverage fees. 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.

 We
are a service-oriented business, but we depend on a number of third-party suppliers in order to comprehensively operate our golf country
clubs and its and supply our customers with enjoyable leisure experiences. Our large suppliers include equipment and service suppliers,
all of whom are independent third parties. These third-party vendors include but are not limited to our golf-course maintenance, equipment,
professional service providers, golf cart supplier, golf merchandise suppliers, and food and beverage suppliers. Moreover, as a leisure
business, we do not depend on any individual customer. Instead, our primary goal is to continuously enhance our quality and services
to ensure every customer has a positive experience in order to recommend and revisit either of our golf country clubs. Our golf-courses
provide a broad variety of golf services to appeal to a diverse group of families and individuals who lead an active lifestyle and seek
flexible access to a public golf-course near Orlando, Florida. Our operations are seasonal in nature, and we experience annual peak and
shoulder seasons which are determined by the climate in Central Florida, as well as factors that we believe include regional and holiday-driven
tourism, discretionary leisure spending associated with larger national or regional macroeconomic trends. The shoulder season is comprised
of months before and after the peak season and historically includes mid-April to May, and October to December, while our peak season
historically includes January through mid-April. Slow season historically takes place during Florida's summers, inclusive of June
through September. 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. 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. In both Kissimmee Bay and Remington, our club golf cart rentals
are included with green fees which we believe allow our customers to traverse each round with ease and keep traffic flowing throughout
our golf clubs. We also feature practice putting greens at both clubs in order for our customers to practice their short distance golf-games.
Short-game is where golf-players practice finesse-related skills due to the need for accuracy over short distances. Practice greens, also
called putting greens are included with green fees and are popular amongst those customers warming up before a round of golf. 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. Our driving ranges are
unique because they are both aquatic ranges and provide an exciting opportunity for our guests to practice their long-range golf swings
over waterways. In the long game aspect of golf that is practiced at our golf ranges, power and distance are required so that a golf-player's
ball can approach the putting green in as few strokes as possible. We believe our aquatic ranges offer our customers a dynamic experience
distinct from traditional golf ranges due to the fact that our ranges require golfers to rent and drive a particular type of golf ball
into a large body of water such as a lake or pond. To enjoy a successful aquatic driving range experience, customers often rent special
types of floater range balls that are preferred when golfing at our unique ranges. We believe floater range balls are approximately 5%
lighter to allow for flotation and are unlike traditional golf balls. We believe renting the aquatic balls to our customers is advantageous
to our operations because they allow our golf country clubs to reuse the floater range balls at a higher rate than traditional golf balls
and without high operational intensity. 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.

 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. 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. 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. 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. Our annual replenishment of golf country clubs is
designed to provide new clubs for rentals at both of our golf facilities. We believe new golf clubs retain higher golf club rental rates
and provide customers with a better golfing experience in order to generate reasonable returns for each golf club rental.

 Golf
cart rental. As of the date of this Annual Report, we lease approximately 76 golf carts from Yamaha Golf-Car Company ("Yamaha")
at each golf-course in January 2020. Historically, we have renewed our Yamaha leases every four years. However, in 2023 and due to Yamaha's
supply chain issues, our current golf cart leases have gone beyond four years. In the third quarter of 2024, we renewed our golf cart
leases with Yamaha. Golf cart rentals are included in the price of green fees, and we believe including the golf carts with each round
of golf provides our customers with a comfortable and enjoyable experience. 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.

 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. As part of that membership, our members pay an annual fee and in return have the
ability to play unlimited rounds of golf at Kissimmee Bay and Remington throughout the year. Members also enjoy select discounts at Kissimmee
Bay and Remington. Our overall revenue and future growth does not heavily rely on our members because we do not advertise our two membership
programs at Kissimmee Bay and Remington. We believe more tee times for daily golfers will be freed up, particularly during peak seasons
by not widely advertising our 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 had approximately 100 memberships and Remington had approximately 30 memberships.
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.

 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. As of the date of this Annual Report, both of our golf country clubs maintain liquor licenses issued
by the state of Florida. Our chef, Michael Meaux, brings over ten years of culinary experience from a local restaurant close to Kissimmee
Bay. At Kissimmee Bay, Mr. Meaux prepares freshly made menu items, ensuring our patrons enjoy a variety of food options. We receive fresh
food materials from our vendors every week, which we believe ensures a consistent supply of ingredients. Bars at both clubhouses are
a popular attraction, especially for those golfers looking to relax during their visit. Our bars serve as a central gathering place for
members, golfers, and their guests. Additionally, we organize weekly evening residential events at both of our golf country clubs to
provide members with special offerings and community benefits.

 Golfers
on our courses make up our primary customer base for food and beverages, who are often looking for a convenient meal after a round of
golf. Alternatively, those interested in hospitality in our leisurely clubhouses also frequent our clubhouse restaurant. Food and beverage
services are a highly profitable area for our operations, and we believe that by continually improving our menu and food quality while
minimizing waste, we can maximize food and beverage sales. We aim to achieve a net margin of approximately 20% in our food and beverage
services and believe this goal is particularly attainable at Kissimmee Bay because we offer daily lunch services with a focus on
popular comfort food items prepared on-site by Chef Michael Meaux. Similarly, we believe our clubhouse bars offer hubs for socializing
while our experienced bartenders foster a friendly and engaging atmosphere. We do not permit any of our customers to bring any outside
alcoholic beverages onto either of our properties.

 We
also maintain beverage carts at each golf-club, which are operational on a seasonal basis. For example, our beverage carts are in operation
every day during peak season. In shoulder seasons, they operate on weekends. In slower seasons, they operate upon request, typically
for large tournaments or outings. Remington similarly offers hot and cold food along with drinks at the clubhouse bar.

 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.

Services and Amenities

 Outside
of golfing, both of our golf country clubs provide a variety of additional amenities and services that we believe appeal to families
and individual customers alike, such as well-appointed clubhouses, a variety of dining options, event and meeting spaces and outdoor
gathering spaces. We believe our golf country clubs have quality facilities, a breadth of amenities and the ability to host several relevant
functions and events.

Bay and Remington each have their own clubhouse, featuring a pro-shop, kitchen, bar, and dining area. At Kissimmee Bay, the kitchen and
bar areas are larger than Remington and includes a dividable banquet room with a maximum capacity of 200 persons. This banquet room can
be split into two smaller event spaces, allowing for simultaneous events. This banquet room is a rentable space for private events and
related event services. We believe this strategic service offering capitalizes on the club's scenic landscapes and spacious ballroom,
which has rapidly gained popularity among couples seeking an extraordinary and scenic wedding experience. Our club offers a number of
pre-planned and flexible packages, catering to the individual needs of each client to create a custom event. This ancillary service not
only diversifies our revenue streams but positions us as a competitive operator in what we believe to be a lucrative event and wedding
industry within the greater Orlando, Florida region. Remington's clubhouse is smaller in comparison, but despite its size, it has
a fully functional kitchen with a walk-in cooler and freezer.

 We
also annually host dozens of tournaments and outings at our golf country clubs under which we charge by the person for use of our golf-courses
and driving range, if requested. We also charge an outside food service fee for those events where outside food is typically brought
in, as well as other service-related fees associated with room rentals at our facilities. Customers that host events at our golf country
clubs range from corporations to non-profits or local chapters of social clubs. As part of any tournament or outing, we provide the event
with golf-club bag drop services, scorecards and placards with hole assignments for all participants included with the rented golf-carts.
In order to provide stability for tournaments and outings, we require prospective events to pay at least two weeks ahead of the event.
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. We believe that we compete for these
discretionary consumer dollars against such businesses as amusement parks, spectator sports, ski and mountain resorts, fitness and recreational
sports centers, gaming and casinos, hotels and restaurants. We believe most of our competition is regionally or locally based and the
level of competition for both of our golf country clubs depends on their golf facilities, location and proximity relative to the location
of our customers. We believe competitors of ours include six well-known public golf-courses within a two-hour drive from our golf-courses
and that many of these local competitors have clubhouses with large banquet rooms and modern greens, with most of them being constructed
approximately a decade ago. One of these six competitors include our closest competitor Royal St. Cloud Golf Links which is approximately
a 20-minute drive from both of our golf country clubs. The remaining five competing golf country clubs include the Ritz-Carlton Orlando
Grande Lakes, Disney's Magnolia Golf Course, Shingle Creek Golf Club, Waldorf Astoria Golf Club – Signia, and Celebration
Golf Club.

 We
believe the golf country club industry in United States is competitive with than more 16,000 clubs in United States in 2022. We believe
that competition among golf country clubs can be fierce, as they strive to attract and retain members in the area around each golf-club's
location, course quality, facilities and amenities, membership structure and fees, member services and experience, marketing and branding.
We believe there were more than 1,200 golf-courses in Florida, which collectively host more than 48 million rounds on a yearly basis
in 2022.

 To
stay competitive, we have made significant improvements at Kissimmee Bay, upgrading its greens to the newest Champion G12 greens in 2017
and contracting DTE for golf-course maintenance. As a result, Kissimmee Bay's golf-course condition has noticeably improved in
recent years. However, our clubhouse, including the banquet room and parking lot, requires substantial upgrades to align with the quality
of our golf-course and provide a consistent experience to our customers. 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. Seeding involves applying new grass seeds on our greens
to cover any dormant Bermuda greens on our golf-courses. We believe this seeding process nourishes our greens in order to maintain their
condition for golfers. 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

 Twilight

 Late

 Kissimmee Bay

 $
 69.95

 $
 39.95

 $
 29.95

 $
 24.95

 $
 54.95

 $
 39.95

 $
 29.95

 $
 24.95

 Golf-Club

 Weekend

 Morning

 Prime

 Twilight

 Late

 Kissimmee Bay

 $
 84.95

 $
 39.95

 $
 29.95

 $
 24.95

 $
 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

 Twilight

 Late

 Kissimmee Bay

 $
 84.95

 $
 59.95

 $
 34.95

 $
 24.95

 $
 74.95

 $
 49.95

 $
 34.95

 $
 24.95

 Golf-Club

 Weekend

 Morning

 Prime

 Twilight

 Late

 Kissimmee Bay

 $
 84.95

 $
 59.95

 $
 34.95

 $
 24.95

 $
 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.

 We
upgraded the greens in both Remington and Kissimmee Bay in the third quarter of 2024 because we believe this improvement will attract
more golfers and make their golfing experience more enjoyable. While Remington's clubhouse layout may not accommodate large banquet
events, we believe improving the golf-course conditions may lead to an increase in our daily golfers and seasonal tournaments.

 We
recognize the competitive landscape of the golf industry in the greater Orlando region and plan to take steps to enhance the aesthetics
and function of both our golf-courses and facilities to remain competitive in our local market because we believe it will attract a broader
customer base.

 Sales
and Marketing

 We
promote our golf country clubs through marketing and partnerships with tee-time booking platforms that are designed to appeal to our
existing members and prospective members. We primarily use digital media marketing channels including social media and digital advertising
services where we purchase and boost certain of our digital advertisements on social media platforms, such as Facebook to drive traffic
to our well-designed websites or tee-time booking partners. Boosting our digital advertisements promotes visibility of our digital advertising
which we believe drives internet engagement to our websites. Additionally, we strategically engage Google Ads Services during certain
periods during each golf-season and believe both Kissimmee Bay and Remington have achieved high rankings on Google searches generally
related to "Kissimmee" and "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"). 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. 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.
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. 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. 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.
Due to the warm weather in Florida, our peak season begins in the first quarter, starting in January and running through mid-April. Our
shoulder seasons include the second and fourth quarters. We historically see that our revenue significantly declines during the third
quarter because of the humid and hot weather in Florida. 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.

 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. 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. As a result of these factors, we anticipate we will annually generate a disproportionate share of our revenues and
cash flows in the peak season of each year or during quarter one and have lower revenues and profits in Central Florida's warmer
months such as during the third quarter.

 Regulations

 General.
 The Company is subject to the Fair Labor Standards Act and various state laws governing such matters as minimum wage requirements,
overtime and other working conditions and citizenship requirements. Some of the Company's resort and golf-course employees may
receive the federal minimum wage and any increase in the federal minimum wage would increase the Company's labor costs.

 Our
Company is subject to numerous federal, state and local governmental regulations, including those relating to the preparation and sale
of food and alcoholic beverages, sanitation, public health, fire codes, seating capacity, and building requirements. Each of our golf-course
clubhouses requires appropriate licenses from regulatory authorities allowing it to sell liquor, beer and wine, and each clubhouse requires
food service licenses from local health authorities. Our licenses to sell alcoholic beverages must be renewed annually and may be suspended
or revoked at any time for cause, including violation by us or our employees of any law or regulation pertaining to alcoholic beverage
control, such as those regulating the minimum age of employees or patrons who may serve or be served alcoholic beverages, the serving
of alcoholic beverages to visibly intoxicated patrons, advertising, wholesale purchasing and inventory control. The failure of a restaurant
to retain liquor or food service licenses could have a material adverse effect on operations. In addition, the Company is subject to
certain state "dram-shop" laws, which provide a person injured by an intoxicated individual the right to recover damages
from an establishment that wrongfully served alcoholic beverages to the intoxicated individual.

 The
Company is also subject to the Americans with Disabilities Act of 1990, the Equal Employment Opportunity Act and the Age Discrimination
in Employment Act and similar state laws. The Company believes it is operating in substantial compliance with applicable laws and regulations
governing its operations. We are also subject to regulation by the United States Occupational Safety and Health Administration and similar
health and safety laws in Florida. These regulations impact a number of aspects of operations, including golf-course maintenance and
food handling and preparation. Our facilities, website and operations are subject to the Americans with Disabilities Act (the "ADA").
The rules implementing the ADA have been further revised by the ADA Amendments Act of 2008, which included additional compliance requirements
for golf facilities and recreational areas. The ADA generally requires that we remove architectural barriers when readily achievable
so that our facilities are made accessible to people with disabilities. Noncompliance could result in imposition of fines or an award
of damages to private litigants. Federal legislation or regulations may further amend the ADA to impose more stringent requirements with
which we would have to comply.

 Homeowners'
Association. 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.

 Environmental,
Health and Safety. Our facilities and operations are subject to a number of environmental laws. As a result, we may be required to
incur costs to comply with the requirements of these laws, such as those relating to water resources—including the health of ponds
and littoral shelves on our properties, discharges to air, water and land, the use and storage of various hazardous materials such as
herbicides, pesticides, fertilizers, batteries, solvents, motor oil and gasoline, handling and disposal of solid and hazardous waste,
and the cleanup of properties affected by regulated materials. Under these and other environmental requirements, we may be required to
investigate and clean up hazardous or toxic substances or chemical releases from operated facilities. Our facilities are also subject
to inspection by the South Florida Water Management District ("SFWMD"), a regional governmental district that oversees water
resources in sixteen counties in Central and South Florida. The SFWMD works to improve the Kissimmee River and its floodplain, Lake Okeechobee
and South Florida's coastal estuaries where our properties are located. The SFWMD has made recommendations to our Company to improve
the overall health of the littoral shelves on our properties, such as recommending we plant additional native aquatic plants around our
ponds and lakes. These planting recommendations are subject to a "Permit Mitigation Plan" the SFWD has prescribed for Osceola
County, Florida—where our properties are situated. Pursuant to that Permit Mitigation Plan it is also recommended we remove any
unwanted invasive plants that can cause concerns to nearby homeowners and to the overall health of littoral shelves on our properties.
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.

 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 use certain substances and generate certain wastes that may be deemed hazardous or toxic under such laws, and
under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for
the costs of removing hazardous substances that are released on or in its property and for remediation of its property. Such laws often
impose liability regardless of whether a property owner or operator knew of, or was responsible for, the release of hazardous materials.
In addition, the failure to remediate contamination at a property may adversely affect the ability of a property owner to sell such real
estate or to pledge such property as collateral for a loan. The Company believes that it is in compliance in all material respects with
applicable federal, state and local environmental laws and regulations and may from time to time in the future incur, costs related to
cleaning up contamination or hazardous materials resulting from historical uses of certain of our current or former properties or our
treatment, storage or disposal of wastes or hazardous materials at Company facilities. Our facilities are also subject to risks associated
with mold, asbestos and other indoor building contaminants. The costs of investigation, remediation or removal of regulated materials
may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to
use, transfer or obtain financing for our property. We may be required to incur costs to remediate potential environmental hazards, mitigate
environmental risks in the future, or comply with other environmental requirements.

 Zoning
and Land Use. The ownership and operation of our facilities, as well as our re-development and expansion of clubs, subjects us to
federal, state and local laws regulating zoning, land development, land use, building design and construction, and other real estate-related
laws and regulations.

 Other.
 We are also subject to various local, state and federal laws, regulations and administrative practices affecting our business. As
of the date of this Annual Report, we believe we are in compliance with provisions regulating environmental protection, water usage,
health and safety standards, equal employment, minimum wages, and licensing requirements and regulations for the sale of food and alcoholic
beverages and clubhouses.

 Our
Employees

 As
of the date hereof, we had approximately 47 employees, all of whom are full-time employees. Our employees are non-unionized.
We believe we have a good working relationship with our employees and have yet to experience an interruption of business as a result
of labor disputes.

 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

 Golf Operations

 Food and Beverage

 Total

 (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.

 Description
of Property

 Our
principal premises are located at 2995 Remington Blvd. Kissimmee, FL 34744. We own the underlying real estate for both of our golf country
clubs consisting of over 289 acres of fee simple real estate.

 As
of the date of this Annual Report, we believe our corporate office space at Remington Golf Club is well maintained and occupies sufficient
space to meet our operating needs.

 The
following tables illustrate our golf country clubs by segment, location, type of club, and size in terms of golf holes.

 Golf Country Clubs Segment by Region

 Type of Club

 State

 Golf
 Holes

 Kissimmee Bay Country Club

 Public Golf Country Club

 FL

 Remington Golf Club

 Public Golf Country Club

 FL

 Insurance

 We
believe that our properties are covered by adequate property, casualty and commercial liability insurance with what we believe are commercially
reasonable deductibles and limits for our industry. In addition, although we carry flood insurance on our properties in an amount and
with deductibles that we believe are commercially reasonable, such policies are subject to limitations in certain active flood zones.
Certain of the properties in our portfolio are located in areas known to be active flood zones. See "Risk Factors-Risks Related
to Our Business and Operations-The level of insurance coverage that we purchases may prove to be inadequate". Changes in the insurance
market over the past few years have increased the risk that affordable insurance may not be available to us in the future. While we believe
that our insurance coverage is adequate, if we were held liable for amounts and claims exceeding the limits of our insurance coverage
or outside the scope of our insurance coverage, our business, results of operations and financial condition could be materially and adversely
affected.

 Intellectual
Property

 We
are committed to protecting our intellectual property and, where appropriate, filing trademark applications to protect our brand. Since
our establishment, we have focused on building an established brand for our golf-courses to achieve brand recognition and to increase
our market share. We believe that increased brand awareness will increase our sales margins and improve customer loyalty. We have consistently
marketed our golf-courses under the "Kissimmee Bay Country Club" and "Remington Golf Club" brands. While there
can be no assurance that we can successfully register or maintain ownership for trademarks under those names, we are not currently aware
of any facts that would negatively impact our continuing use of any of the foregoing tradenames.

 We
rely on trademarks and registered domains to protect our intellectual property rights and as of the date of this Annual Report, we have
one registered United States trademark and four United States trademark applications pending with the United States Patent and Trademark
Office ("USPTO"), and ten registered domain names. As of the date of this Annual Report, each of the Company's trademark
applications have been preliminary approved by the USPTO and are in the publication period, pending third party opposition. As of the
date of this Annual Report, we are not aware of any oppositions filed against our proposed trademarks.

 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.

 Bay Country Club

 FSC
 Clearwater LLC

 United
 States

 98310045,
 98310046

 (i)
 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

 (ii)
 Class 043: Providing social meeting, banquet and social function facilities; Rental of banquet and social function facilities
 for special occasions, namely, weddings, corporate events, and parties;

 Restaurant
 services

 12/12/2023

 7649004

 1/14/2025

 2.

 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

 Domain
names.

 We
have registered and have the right to use the domain names listed below in the United States. We believe these domains allow golfers
to easily find us on internet search engines and any other tee-time booking platforms. Domain names are generally renewable every year
or every two years upon expiring.

 Number

 Issue
 Date

 Expiration
 Date

 Registration
 Agency

 Domain
 Name

 Owner

 10/23/2023

 10/23/2026

 aureusgreenway.com

 8/10/2022

 8/10/2027

 golf-kissimmee.com

 4/22/2021

 4/22/2026

 golfkissimmeebay.com

 4/22/2021

 4/22/2026

 golfremington.com

 1/29/2023

 1/29/2026

 kissimmee-golf.com

 11/5/2015

 11/5/2025

 kissimmeebay.golf

 9/3/2009

 9/3/2025

 playgolfinkissimmee.com

 4/28/2017

 4/29/2025

 playgolfinremington.com

 2/3/2018

 2/3/2026

 playgolfremington.com

 11/5/2015

 11/5/2025

 Remington.golf

 Item 1A. Risk Factors.

 Risks
Related to Our Corporate Structure

Greenway Holdings Inc. is a holding company and may rely on dividends paid by its subsidiaries for its cash needs. Any limitation on
the ability of its subsidiaries to make dividend payments to the Company, or any tax implications of making dividend payments to the
Company, could limit the Company's ability to pay its expenses or pay dividends to holders of its common stock.

 Because
Aureus Greenway Holdings Inc. is a holding company, we conduct substantially all of our business through our subsidiaries in the United
States, and Aureus Greenway Holdings Inc. may rely on dividends to be paid by its subsidiaries to fund our cash and financing requirements,
including the funds necessary to pay dividends and other cash distributions to our stockholders, to service any debt we may incur and
to pay its operating expenses. If any of the subsidiaries incurs debt on its behalf in the future, the instruments governing the debt
may restrict its ability to pay dividends or make other distributions to the Company.

 There
are no restrictions in our Articles of Incorporation or bylaws of the Company (the "Bylaws") that prevent the Company from
declaring dividends. The Nevada Revised Statutes, however, prohibit the Company from declaring dividends where, after giving effect to
the distribution of the dividend:

 the
 Company would not be able to pay its debts as they become due in the usual course of business; or

 the
 total assets of the Company would be less than the sum of the total liabilities of the Company plus the amount that would be needed
 to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise
 permitted under our Articles of Incorporation.

 Risks
Related to Our Business

 Severe
weather patterns may adversely affect the ability for our customers to play at our golf courses, create damage to our course greens and
properties and may adversely affect the value of our golf courses or negatively impact our business and results of operations.

 As
the game of golf is an outdoor activity, our business is susceptible to extreme weather conditions such as heavy rains, extreme or prolonged
heat waves and high winds, all of which could reduce the playability of our golf courses and thereby reduce our revenues causing material
adverse impact on our business and results of operations.

 We
regularly keep our golf courses irrigated and groomed in order to ensure a quality course for our customers to enjoy. Our ability to
irrigate and groom our golf courses could be adversely impacted by a drought or other causes of water shortage. On the other hand, too
much water or a flooding of the courses or the failure to properly aerate could result in soggy turf leading to inability to play, groom,
maintain or run maintenance machinery or golf carts over the courses. A severe drought of extensive duration or extensive flooding due
to non-seasonal and severe weather patterns could adversely affect our business and results of operations.

 Our
golf clubs are based in Florida which can experience periods of unusually or extremely weather conditions due to a variety of global
climate phenomenon, such as the El Ni o. If these phenomena and their impacts on weather patterns persist for extended periods
of time causing the inability to play at our golf courses, our business and results of operations could be materially and adversely affected.

 Economic
downturns could negatively affect our business, financial condition and results of operations.

 A
majority of our revenue is derived from discretionary or leisure spending by our customers and such spending can be particularly affected
by changes in general economic conditions. An economic downturn or recession may lead to unemployment, decreased business and consumer
confidence, reduced corporate spending etc. which in turn may adversely affect the spending culture of our customers and patrons and
may result in a material adverse affect on our business, financial condition and results of operations. With the current high interest
rates and a perceived economic bubble in the United States, this may lead to a loss of consumer confidence which translates into fewer
customers playing golf and reduction in functions and activities held at our golf country clubs. As a result, we may be unable to increase
green fees, membership dues or the price of our products and services, and our business, financial condition and results of operations
may be materially adversely affected.

 In
an unfavorable economic situation, we may also find it difficult to access funding through the financial markets or face increased funding
costs, which could make it more difficult or more expensive for us to obtain additional funding and therefore have a negative affect
on our results of operations.

 We
have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to accomplish
our business objectives.

 We
have a limited operating history. As a result, an investment in our common stock entails more risk than an investment in the common stock
of a company with a substantial operating history. If we are unable to operate our business successfully, you could lose all or a portion
of your investment in our common stock. Our ability to successfully operate our business and implement our operating policies and investment
strategy depends on many factors, including:

 our
 ability to effectively manage any renovation, maintenance, marketing and other operating costs for our golf country clubs;

 economic
 conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial
 and golf country club industry and the economy, in general;

 our
 ability to maintain high customer loyalty;

 the
 availability of, and our ability to identify, attractive acquisition opportunities consistent with our strategy;

 our
 ability to compete with other regional golf country clubs;

 costs
 that are beyond our control, litigation with customers, the Association, legal compliance, real estate taxes, Association assessments
 and insurance;

 judicial
 and regulatory developments affecting the golf clubs industry that may affect or delay our ability to operate in the normal course
 of business;

 reversal
 of population growth, employment or homeownership trends in central Florida or similar regional markets; and

 interest
 rate levels and volatility, such as the accessibility of short-term and long-term financing on desirable terms.

 In
addition, we face significant competition in acquiring attractive golf country clubs on advantageous terms, and the value of the golf
country clubs that we acquire may decline substantially after we purchase them.

 Increasing
property taxes, Association fees, and insurance costs may negatively affect results of operations.

 Property
taxes and the costs of insuring our property are components of our expenses. Our property is subject to real property taxes that may
increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. If real property taxes increase,
expenses will increase. In addition, our property is subject to Association rules and regulations under the CCR. Powers under the CCR
include the annual levy of regular property assessments, capital property expenditure assessments, and special property assessments for
common expenses incurred by the Association in performance of its duties and obligations. The Association has the power to increase annual
charges and make assessments for capital improvements, the establishment of reasonable reserves for the maintenance and replacement of
and repairs to common property, and the Association's surface water management system.

 Similarly,
property taxes, and insurance premiums are subject to significant increases, which may be outside of our control. If we fail to pay any
such taxes, or annual assessments the applicable taxing authority or Association may place a lien on our property which could make it
more difficult or more expensive for us to make improvements to our property, and therefore could harm our business and results of operations.

 In
particular, under a Florida statutory scheme implemented by certain Florida jurisdictions, a violation of the relevant building codes,
zoning codes or other similar regulations applicable to a property may result in a lien on that property and all other properties owned
by the same violator and located in the same county as the property with the code violation, even though the other properties might not
be in violation of any code. Until a municipal inspector verifies that the violation has been remedied and any applicable fines have
been paid, additional fines accrue on the amount of the lien and lien may not be released, in each case even at those properties that
are not in violation. As a practical matter, it might be possible to obtain a release of these liens without remedying the property in
violation through other methods, such as payment of an amount to the relevant county, although no assurance can be given that this will
necessarily be an available option or how long such a process would take.

 Our
property is subject to a CCR that may unreasonably restrict our ability to operate on and use our property.

 Our
property is subject to a CCR that restrict certain uses of operation of such property, enforces certain conditions and restrictions on
our property owner and property on which the Company operates. The CCR further subjects our property to easements, and regulates the
design- and requirements-of any physical improvements or alterations on our property. Moreover, the operation and ownership of the contiguous
properties within the subdivision the Association is situated in may impact the use of our property. Non-compliance with the CCR may
result in or constitute default under our lease agreement with the Association and adversely affect our operating costs.

 We
may not be able to attract and retain customers that consistently utilize our golf country clubs and pay green fees, which could harm
our business, financial condition and results of operations.

 The
engagement by customers of our golf-club facilities that the Florida golfing market determines to be desirable and willing to repeatedly
utilize is critically important to our success. Our success will depend on our ability to attract and retain customers at our golf country
clubs and maintain or increase usage of our golf courses and club facilities. Changes in consumer tastes and preferences, particularly
those affecting the popularity of golf, and other social and demographic trends could adversely affect our business.

 Our
property is part of the Association, and we are subject to the rules and regulations the Association, which are subject to change and
which may be arbitrary or restrictive, and violations of such rules may subject us to additional fees and penalties and litigation with
the Association, which would be costly.

 Our
property is part of the Association, which is a private non-for-profit entity that regulates the activities of owners and occupants of,
and levy assessments on, properties in the subdivision our property is a part of. The Association in which we own our property may have
enacted or may, from time to time enact onerous or arbitrary rules that restrict our ability to use, design, renovate, or operate our
property in accordance with our business strategy or require us to restore or maintain such properties at standards or costs that are
in excess of our planned budgets. Additionally, the governing bodies of the Association in which we own property may not make important
disclosures about our property or may block our access to Association records, initiate litigation, restrict our ability to freely use
portions of our properties, impose assessments or arbitrarily change the Association rules. We may be unaware of or unable to review
or comply with Association rules after their change, and any such excessively restrictive or arbitrary regulations may cause us to sell
such property at a loss or prevent us from renting such property to a third party or otherwise reduce our cash flow from such property,
which would have an adverse effect on our business and results of operations.

in consumer spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are susceptible to factors
beyond our control that may reduce demand for our products and services.

 Consumer
spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are particularly susceptible to factors
beyond our control that may reduce demand for our products and services, including demand for golf, vacation and business travel and
food and beverage sales. These factors include:

 low
 consumer confidence;

 in the desirability of particular locations, residential neighborhoods, office space or travel patterns of customers;

 deferrals
 or renegotiations of group business (e.g., tournaments and golf outings);

 natural
 disaster, such as earthquakes, tornadoes, hurricanes, wildfires and floods;

 outbreaks
 of pandemic or contagious diseases, such as COVID-19;

 war,
 terrorist or threats and heightened travel security measures instituted in response to these events; and

 the
 financial condition of the airline, automotive and other transportation-related industries and its impact on travel.

 These
factors and other global, national and regional conditions can adversely affect, and from time to time have adversely affected, individual
properties, particular regions or our business as a whole. Any one or more of these factors could limit or reduce demand or the rates
our golf country clubs are able to charge for green fees or services, which could harm our business and results of operations.

 We
have significant operations concentrated in a specific geographic state and any disruptions or highly successful competitor in this limited
region could harm our results of operations.

 We
currently operate our golf country clubs solely in the state of Florida. If there is any prolonged disruption in the operations of our
golf country clubs in this state, whether due to internal or external factors, club locations may become unsuitable and we may be forced
to close clubs. Similarly, our concentration in the Florida market increases our exposure to adverse developments related to competition,
as well as economic and demographic changes in these areas in response to heightened competition.

 Our
approach to identifying clubs in suitable locations typically favors locations where our facilities are or can become a part of the community.
As a result, our golf country clubs are typically located near residential centers that we believe are consistent with our visitors'
lifestyle choices. Sales at these locations are derived, in part, from proximity to key local landmarks, business centers, facilities
and residential areas. We may be forced to close clubs or club locations may become unsuitable due to, and such clubs' results
of operations may be harmed by, among other things:

 economic
 downturns in a particular area;

 competition
 from nearby recreational or entertainment venues;

 changing
 demographics in a particular market or area;

 changing
 lifestyle choices of consumers in a particular market;

 weather
 conditions, technical difficulties, power failures or destruction or damage to the region as a result of a natural disaster, or fire;
 and

 the
 closing or declining popularity of other businesses and entertainment venues located near our golf country clubs.

 Our
business operation is subject to seasonality.

 Given
that golf is an outdoor sport, our financial results fluctuate as a result of seasonal factors. Usage of our golf country clubs and golf
facilities decline during the second and third quarters, because of hotter and humid temperatures that cause less tourist and customers
to seek outdoor recreational activities. As a result of these factors, we usually generate a disproportionate share of our revenues and
cash flows during a calendar year. This seasonality means our business and results of operations are disproportionately vulnerable to
the occurrence of other risks during the periods of increased customer usage due to the larger percentage of revenues we generate during
such times.

 Our
golf course maintenance is highly dependent on a third-party golf-club consultant which subjects us to risks, including disruptions in
our business and increased costs.

 We
have engaged DTE, an independently contracted golf consultancy and maintenance company to manage both of our golf country clubs. Our
engagement with DTE includes core consultancy services for DTE to advise on, manage, and maintain our golf-club facilities which include,
but are not limited to capital, staffing, accounting, marketing, landscaping, regulatory, and other operations at our golf country clubs
on a weekly basis. In the future, we may outsource other functions to achieve cost savings and efficiencies. If the service providers
to which we outsource these functions do not perform effectively, we may not be able to achieve the expected cost savings and may have
to incur additional costs in connection with such failure to perform. Depending on the skillset involved, such failures may also lead
to business disruption, management errors, inefficiencies of our golf facilities, the loss of sales and customers, the loss of or damage
to intellectual property through security breach, and the loss of sensitive data through security breach or otherwise. Any such damage
or interruption could have a material adverse effect on our business, cause us to face significant fines, customer notice obligations
or costly litigation, harm our reputation with our customers or prevent us from paying our collective suppliers or employees or receiving
payments on a timely basis. Moreover, the failure to renew our contract with DTE or find an alternative golf-club consultant on a timely
basis could have an adverse effect on our business and results of operations.

 Our
golf courses and facilities are subject to future renovation projects which may result in in an extended period of continued partial
or full business disruption and timing, budgeting and other risks could delay our efforts to renovate our properties all of which could
reduce our profits or impair our ability to compete effectively.

 We
may regularly expend capital to construct, maintain and renovate our properties in order to remain competitive, pursue our business strategies,
maintain and build the value and brand standards of our properties and comply with applicable laws and regulations. The ultimate impact
of renovations of our facilities or gold courses in the future on our operations is unknown and will depend on future developments, including
the duration which may result in an extended period of continued business disruption. Disruptions during renovation periods may include
reduced customer traffic, damage to our reputation and reduced operations, any of which could have a material adverse effect on our business,
financial condition and results of operations.

 In
addition, periodic upgrades to our facilities, greens, furniture, fixtures and equipment necessary to operate our business are subject
to a number of risks, including:

 construction
 delays or cost overruns (including labor and materials) that may increase project costs;

 obtaining
 occupancy and other required permits or authorizations;

 force
 majeure events, including hurricanes or floods;

 design
 defects that could increase costs; and

 environmental
 concerns which may create delays or increase costs.

 These
projects create an ongoing need for cash, which if not generated by operations or otherwise obtained is subject to the availability of
credit in the capital markets. Our ability to spend cash necessary to maintain the quality of our properties is significantly impacted
by the cost and availability of capital, over which we have little control. The timing of capital improvements can affect our golf-country
club performance, including green fees, retention and usage, particularly if we need to close portions of golf courses or a significant
number of other facilities, such as meeting spaces or dining areas. Moreover, the investments that we make may fail to improve the performance
of the properties in the manner that we expect. If we are not able to begin operating properties as scheduled, or if investments harm
or fail to improve our performance, our ability to compete effectively would be diminished and our business and results of operations
could be adversely affected.

 Negative
publicity could reduce sales at some or all of our golf country clubs and adverse litigation against us could materially affect our financial
condition and results of operations.

 We
may, from time to time, be faced with negative publicity relating to our golf country clubs, food quality, the safety, sanitation and
welfare of our club facilities, customer complaints or litigation alleging illness or injury, health inspection scores, integrity of
our or our suppliers' food processing and other policies, practices and procedures, employee relationships and welfare or other
matters at one or more of our golf country clubs. Negative publicity may adversely affect us, regardless of whether the allegations are
valid or whether we are held to be responsible. In addition, the negative impact of adverse publicity relating to one of our golf-club
may extend far beyond the sole golf-club involved, especially due to the proximity of our golf country clubs to one another.

the normal course of our business, we may be involved in various legal proceedings. If any of these proceedings were to be determined
adversely against us or a settlement involving a payment of a material sum of money, this could have a material adverse impact on our
financial condition and results of operations. Similarly, employee claims against us based on, among other things, wage and hour violations,
discrimination, harassment or wrongful termination may also create not only legal and financial liability but negative publicity that
could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance
of our operations. A significant increase in the number of these claims or an increase in the number of successful claims could materially
adversely affect our business, financial condition, results of operations and cash flows.

 We
rely on a small number of suppliers, supplier concentration may expose us to significant financial credit or performance risk.

 Our
golf country clubs rely on the supply of services, equipment, or products which we may contract to purchase from a small number of third-party
suppliers. As we continue to grow our business, we may need to establish a more diverse supplier network, while attempting to continue
to leverage our purchasing power to obtain favorable pricing and delivery terms. The failure to diversify our supplier network could
have an adverse effect on our results of operations, financial condition and cash flows.

 Furthermore,
despite our efforts to maintain good relationships with our existing suppliers, we could lose one or more of our existing suppliers at
any time. The loss of one or more key suppliers could increase our reliance on higher cost or lower quality supplies, which could negatively
affect our profitability. Any interruptions to, or decline in, the amount or quality of our supplies could materially disrupt our golf
country clubs and adversely affect our business, financial condition and financial prospects.

 Increases
in our cost of equipment rentals, consultant services, insurance premiums, Association fees, food vendors and taxes could reduce our
operating margins and harm our business, financial condition and results of operations.

 Increases
in operating costs due to inflation, property taxes, or Association fees and other factors may not be directly offset by increased revenue.
Our most significant operating costs, other than labor, and our engagement with DTE are our cost of equipment leases, insurance premiums,
food vendors, Association fees, and property taxes. Many, and in some cases all, of the factors affecting these costs are beyond our
control. If certain of these significant operating costs of increase significantly and we are not able to pass along those increased
costs to our customers in the form of higher prices or otherwise, our operating margins would suffer, which would have an adverse effect
on our business, financial condition and results of operations.

 Timing,
budgeting and other risks could delay our efforts to develop, redevelop or renovate the properties that we own, or make these activities
more expensive, which could reduce our profits or impair our ability to compete effectively.

 We
must regularly expend capital to construct, maintain and renovate our properties in order to remain competitive, pursue our business
strategies, maintain and build the value and brand standards of our properties and comply with applicable laws and regulations. Our ability
to spend the money necessary to maintain the quality of our properties is significantly impacted by the cost and availability of materials
and capital, over which we have little control over. In addition, we must periodically upgrade or replace the furniture, fixtures and
equipment necessary to operate our business. These capital intensive efforts are subject to a number of risks, including:

 construction
 delays or cost overruns (including labor and materials) that may increase project costs;

 obtaining
 zoning, occupancy and other required permits or authorizations;

 governmental
 restrictions on the size or kind of development;

 force
 majeure events, including earthquakes, tornadoes, hurricanes or floods;

 design
 defects that could increase costs; and

 environmental
 concerns which may create delays or increase costs.

 If
we are not able to keep up with the capital demands of our golf courses as scheduled, or if such capital investments harm or fail to
improve our performance, our ability to compete effectively would be diminished and our business and results of operations could be adversely
affected.

 Our
success is dependent on the continued service of our senior management and key employees.

 The
loss of the services of any of our senior management could affect our operation and ability to achieve our business goals. We also may
be unable to retain existing management and key employees, including club managers and maintenance staff, which could result in harm
to our relationships with our members and customers and unanticipated recruitment and training costs. In addition, we have not obtained
key man life insurance policies for any of our senior management team. As a result, it may be difficult to cover the financial loss if
we were to lose the services of any members of our senior management team. The loss of members of our senior management team or key employees
could have an adverse affect on our business and results of operations.

 Competition
in the industry may have a material adverse effect on our business and results of operations.

 Our
industry is competitive and compete primarily on the basis of reputation, quality and comprehensives of facilities, location and price.
As a result, competition for market share in the industry in which we compete is significant. In order to succeed, we must increase our
market share from local and regional competitors and sustain our customer base in the face of increasing recreational alternatives available
to our prospective customers and current members.

 Our
golf and club facilities compete on a local and regional level with other golf country clubs, and at a regional level with restaurants
and social clubs for leisure activities. The level of competition in the golf and country club business varies from region to region
and is subject to change as existing facilities are renovated or new facilities are developed. According to the Frost & Sullivan
Report, in 2022 there were more than 1,200 golf courses within the State of Florida most if not all of which have similar service offerings
to those of ours. If we cannot differentiate ourselves from our competitor and provide more superior or better quality courses and facilities
as compared to them, our financial performance could be materially affected. An increase in the number or quality of similar clubs and
other facilities in a particular region could significantly increase competition, which could have a negative impact on our business
and results of operations.

 Certain
market opportunity data and forecasts contained in this Annual Report were obtained from third-party sources and were not independently
verified by us. We believe the estimates of market opportunity data and forecasts of market growth included in this Annual Report are
reliable, but may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could
fail to grow at similar rates, if at all.

 This
Annual Report reflects certain data and information covering and analyzing the golf club industry for a period of 2018-2022 that were
obtained from various industry and private entity publications and reports. There is no guarantee that any particular number or percentage
of market participants covered by the market opportunity estimates will generate any particular level of revenue for us. While we have
not independently verified the data and information contained therein and such data and information may have been collected using third-party
methodologies, we believe that the data and information, including projections based on a number of assumptions, from these third-party
publications and reports used in this Report is reliable. The expansion of the golf country club market is subject to a number of factors,
including the cost and perceived value associated with our services and golf country club offerings and those of our competitors. Even
if the markets in which we compete meet the size estimates and growth forecast in this Report, our business could fail to grow at the
rate we anticipate, if at all, which could adversely affect our business, financial condition, results of operations and prospects. Our
growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.
Accordingly, the forecasts of market growth included in this Report should not be taken as indicative of our future growth.

 Navigating
workforce challenges is an inherent aspect of our operations, exposing us to potential risks associated with the historical rise in labor
costs.

 We
face workforce challenges which may arise from heightened competition for skilled employees, increased turnover rates, mandatory wage
hikes, health benefit coverage, or potential legal issues.

 Potential
labor shortages or increased labor costs could emerge due to intensified competition for talent, elevated turnover rates, or regulatory
changes such as increases in minimum wages or other employee benefit expenses. The ongoing evaluation of the impact of regulatory reforms
on benefit costs, like healthcare, is a part of our proactive approach. A surge in labor-related expenses might result in an overall
increase in operating costs, potentially affecting our business, financial well-being, and operational outcomes.

 We
may seek to expand through acquisitions of, or investments in, other businesses and properties each of which may divert our management's
attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our results of operations.

 Our
business strategy may, from time to time, include acquiring or investing in additional golf country clubs, technologies or businesses.
We cannot assure you that we will successfully identify suitable acquisition candidates, integrate or manage disparate technologies,
lines of business, personnel and corporate cultures, realize our business strategy or the expected return on our investment. Any such
acquisition or investment could materially and adversely affect our results of operations. Acquisitions and other strategic investments
involve significant risks and uncertainties, including:

 the
 potential failure to achieve the expected benefits of the combination or acquisition;

 unanticipated
 costs and liabilities;

 difficulties
 in integrating branding, services and products, businesses, operations and technology infrastructure in an efficient and effective
 manner;

 difficulties
 in maintaining customer relations;

 the
 potential loss of key employees of the acquired businesses;

 the
 diversion of the attention of our senior management from the operation of our daily business;

 the
 potential adverse effect on our cash position to the extent that we use cash for the purchase price;

 the
 potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay
 for an acquisition;

 the
 potential issuance of securities that would dilute our stockholders' percentage ownership;

 the
 potential to incur large and immediate write-offs and restructuring and other related expenses; and

 the
 inability to maintain uniform standards, controls, policies and procedures.

 Any
acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure you that we will realize the anticipated
benefits of any acquisition or investment. In addition, our inability to successfully operate and integrate newly acquired businesses
appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other
advances in technology, as well as on our revenues, gross margins and expenses. We continually evaluate opportunities to expand our business
through strategic and complementary acquisitions. In many cases, we will be competing for these opportunities with third parties that
may have substantially greater financial resources than we do.

 We
cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all,
or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. In addition, we cannot assure
you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all.

 Accidents
or injuries at our golf country clubs or in connection with our operations may subject us to liability, negatively affect our reputation
and attendance at our golf country clubs, which could harm our business, financial condition and results of operations.

 There
are inherent risks of accidents or injuries at our properties or in connection with our operations including injuries from slips, trips
and falls. If accidents or injuries occur at our properties, we may be held liable for costs related to the injuries. Although we maintain
liability insurance, which we believe is commercially reasonable, there can be no assurance that our liability insurance will be adequate
to cover all circumstances or the entire amount of liability. Our business, financial condition and results of operations could be materially
and adversely affected to the extent claims and associated costs resulting from accidents or injuries exceed our insurance recoveries.
Even if our insurance coverage were sufficient, any claims made by us could increase the premium payable in the future.

 We
may need to defend ourselves against patent or trademark infringement, or other intellectual property claims, which may be time-consuming
and cause us to incur substantial costs.

 Companies,
organizations or individuals, including our competitors, may own or obtain trademarks or other proprietary rights that would prevent
or limit our ability to market our golf country clubs, which could make it more difficult for us to operate our business. We may receive
inquiries from trademark owners inquiring whether we infringe on their proprietary rights. Companies owning intellectual property related
to golf-services in Florida, or elsewhere may allege infringement of such rights. In response to a determination that we have infringed
upon a third party's intellectual property rights, we may be required to do one or more of the following:

 cease
 marketing, sales, or use of materials that incorporate the asserted trademarks or intellectual property;

 pay
 substantial damages;

 obtain
 a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at
 all;

 or
 redesign one or more aspects or systems of our marketing plans.

 A
successful claim of infringement against us could materially adversely affect our business, prospects, operating results and financial
condition. Any litigation or claims, whether valid or invalid, could result in substantial costs and diversion of resources.

 Cybersecurity
risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of
our confidential information, misappropriation of assets and damage to our business relationships, all of which could negatively impact
our business and results of operations.

 Cyber
incidents may result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased
cybersecurity protection and insurance costs and litigation and damage to us. As our reliance on technology has increased, so have the
risks posed to our information systems, both internal and those we have outsourced. Any processes, procedures and internal controls that
we implement, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that our financial
results, operations, business relationships, confidential information or price of the common stock will not be negatively impacted by
such an incident.

 Insider
or employee cyber and security threats are increasingly a concern for all companies, including ours. Moreover, social engineering and
phishing are a particular concern for companies with employees including ours.

 As
a smaller company, we use third-party vendors to assist us with our network and information technology requirements. While we carefully
select these third-party vendors, we cannot control their actions. Any problems caused by these third parties, including those resulting
from breakdowns or other disruptions in communication services provided by a vendor, cyber-attacks and security breaches at a point-of-sale
system or via our wireless internet network, could adversely affect our business and results of operations.

 We
may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely
impact our results of operations and financial condition.

 Our
insurance coverage may be inadequate for the claims asserted or in relation to the risks associated with our business operations.

 We
maintain insurance coverage for our major assets and operations, including insurance covering for fire, flood, natural disasters etc.
However, we do not have or are unable to obtain insurance in respect of losses arising from certain operating risks, such as acts of
terrorism. Our insurance policies may be insufficient to cover all of our losses in all events. The occurrence of certain incidents,
including fraud, confiscation by investigating authorities or misconduct committed by our employees or third parties, severe weather
conditions, war, flooding and power outages may not be covered adequately, if at all, by our insurance policies. If our losses exceed
the insurance coverage or are not covered by our insurance policies, we may be liable to bear such losses. Our insurance premiums may
also increase substantially due to claims made. In such circumstances, our business, financial condition, results of operations and prospects
may be materially and adversely affected. Similarly, if we incur any loss not covered by such insurance policies, or the compensated
amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations
could be materially and adversely affected.

 Our
properties are subject to environmental regulation.

 Our
properties and operations are subject to compliance with a number of environmental laws. As a result, we may be required to incur costs
to comply with the requirements of these laws, such as those relating to water resources, environmental discharges; the handling and
disposal of solid and hazardous waste; and the cleanup of properties affected by discharge of regulated materials. Certain of the foregoing
environmental laws may impose clean up responsibility and liability on us without regard to whether we were aware of the discharge or
waste or knew of or caused the presence of the environmental hazard at issue. We may use certain substances and generate certain wastes
that may be deemed hazardous or toxic pursuant to such laws, and in the future we may incur costs related to cleaning up contamination
resulting from historic uses of our golf country clubs when they were owned by others and for our treatment, storage or disposal of any
waste from such use. The costs of investigation, remediation, or removal of regulated materials may be substantial, and the presence
of any such substances, or the failure to remediate any golf property properly, may impair our ability to use that golf property. We
may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with
other environmental requirements. Failure to comply with these environmental laws could result in temporary or permanent cessation of
the use of our golf country clubs and/or facilities.

 Our
current debt obligations may limit our ability to secure additional capital, hinder adaptability to economic and industry changes, which
may impede meeting such debt obligations.

 The
extent of our debt obligations may pose challenges including our capacity to secure additional capital for operational needs, ability
to quickly adapt to economic, industry, or business changes, and impede our ability to meet debt obligations.

 Our
debt obligations may hold material implications for our investors, encompassing the following considerations:

 Limitation
 of our financing options: Existing debt obligations may constrain our ability to secure additional debt or equity financing for various
 purposes, such as working capital, capital expenditures, debt servicing, acquisitions, or general corporate needs.

 Allocation
 of Cash Flows: Certain of our operational cash flows is committed to servicing principal and interest on our debt obligations, thereby
 limiting funds available for operations, strategic initiatives, capital expenditures, acquisitions, and additional business opportunities.

 Challenges
 in Debt Servicing: The debt service requirements associated with our debt obligations could potentially complicate our ability to
 meet other of our financial obligations.

 Vulnerability
 to Economic Conditions: We could be more susceptible to downturns in general economic conditions or within our specific business
 sector than our competitors without similar debt obligations which could hinder crucial capital spending essential for our growth.

 Our
growth strategy contemplated by our business plan may not be achievable or successful

 We
may not be able to implement the growth strategy contemplated in our business plan. Our growth strategy is dependent on a number of factors,
including continued market acceptance of our golf country clubs and stable revenue. We can provide no assurance that customers will continue
to utilize the facilities of our properties or that those customers will utilize the facilities of our golf country clubs at the prices
and on the terms assumed in our business plan.

 Among
other things, implementation of our growth strategy would be adversely affected if:

 we
 are unable to continue to attract sufficient customers to utilize the facilities of our golf country clubs, considering the price
 and other terms required for us to attain the level of profitability that will enable us to continue to pursue our growth strategy;

 we
 fail to generate revenue sufficient to fund our operations;

 we
 are forced to significantly adapt our business plan to meet changes in our markets; and

 for
 any reason, we are unable to attract, hire, retain and motivate qualified personnel.

 We
can provide no assurance that we will be able to manage our growth effectively or successfully. Our failure to meet the encountered challenges
could cause us to lose money and investments in us could be lost.

 We
may experience material weaknesses in our internal controls and financial reporting may limit our ability to prevent or detect financial
misstatements or omissions. As a result, our financial reports may not be in compliance with U.S. GAAP. Any material weakness, misstatement
or omission in our financial statements will negatively affect the market and the price of our stock, which could result in significant
loss to our investors.

 The
Company is a reporting company under section 15(d) of the Exchange Act and therefore the Company is subject to the Sarbanes- Oxley Act
of 2002. Our current management has no experience managing and operating a public company, and we rely in many instances on the professional
experience and advice of third parties. Therefore, we may, in turn, experience "weakness" and potential problems in implementing
and maintaining adequate internal controls as required under Section 404 of the "Sarbanes-Oxley" Act. This "weakness"
also includes a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely
basis. If we fail to achieve and maintain the adequacy of our internal controls, as such requirements are modified, supplemented or amended
from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those
related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial
fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors
could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could
drop significantly.

 Pursuant
to Section 404 of the Sarbanes-Oxley Act, we are required to include in our annual reports our assessment of the effectiveness of our
internal control over financial reporting as of the end of each of our fiscal years. We have not yet completed any assessment of the
effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management's
time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management
certification.

 Because
we are an emerging growth company and have elected not to opt out of the extended transition period created by the provisions of the
JOBS Act of 2012. During that transition period, our independent auditor shall not attest to, and report on, the assessment made by our
management regarding the effectiveness of our internal control structure and procedures for financial reporting.

 We
incur and will continue to incur substantial costs as a result of being a public company subject to the periodic reporting requirements
of the Securities Exchange Act of 1934, which requires us to incur audit fees and legal fees in connection with preparation of reports.
These additional costs could reduce or eliminate our ability to operate profitability.

 Prior
to the IPO, we operated as a private company. Due to the effectiveness of our registration statement on Form S-1 in November 2024, we
expect to incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. These
additional costs could negatively affect our financial results. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented
by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. We will be required to
file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply
with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly
basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation
of such reports. In order for us to be compliant with our reporting requirements of the Exchange Act, we will require future revenues
to pay the cost of the required filings, which could comprise a substantial portion of our available cash resources.

 There
can be no assurances that we will be able to acquire capital from any other source to pay for these expenses other than through shares
of our common stock sold under this offering. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult
for you to resell any shares of common stock you may purchase, if at all. These costs will, obviously, be expenses of our operations
and, therefore, have a negative effect on our ability to pay our other costs and expenses and earn a profit.

 Compliance
with these laws, rules, and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming
and costlier. These laws, regulations, and standards are subject to varying interpretations and, as a result, their application in practice
may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving
laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of
management's time and attention from revenue-generating activities to compliance activities. We have incurred additional costs
in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting
requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

 We
are an "emerging growth company," as defined in the JOBS Act and will remain an emerging growth company until the earlier
of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total
annual gross revenue of at least $1.235 billion, or (c) in which we are a large accelerated filer, which means the market value of our
common stock that is held by non-affiliates exceeds $700 million as of the prior December 31, and (2) the date on which we have issued
more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified
reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption
from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company's internal control
over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply
to private companies.

 After
we are no longer an "emerging growth company," or until five years following the completion of our initial public offering,
whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance
with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required
to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

 Under
Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those
standards apply to private companies, and we expect to rely on this exemption. Even after we no longer qualify as an emerging growth
company, we may, under certain circumstances, still qualify as a "smaller reporting company," which would allow us to take
advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements.

 We
are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with
any degree of certainty the amount of additional costs we may incur or the timing of such costs.

 We
are controlled by Ace Champion Investments Limited, Trendy View Assets Management, and Chrome Fields Asset Management LLC, whose interests
may be different than the interests of other investors.

Ace Champion Investments Limited, Trendy View Assets Management, and Chrome Fields Asset Management LLC, which are controlled by
each of Mr. S. Cheung, Mr. Y. C. Cheung and Ms. C. Lee, and Mr. C. P. Cheung, respectively. The foregoing three entities
collectively beneficially own approximately 98.3% of the voting rights of our common stock as of the date of this Annual Report. As a result, they have the
ability to elect all of the members of our board of Directors and thereby may be able to indirectly control our policies and
operations, including the appointment of management, future issuances of our common stock or other securities, the payment of
dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated
articles of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and their interests
may not in all cases be aligned with your interests. In addition, Ace Champion Investments Limited, Trendy View Assets Management,
and Chrome Fields Asset Management LLC may collectively have an interest in pursuing acquisitions, divestitures and other
transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. In
addition to Mr. C. P. Cheung's stock ownership through Chrome Fields Asset Management LLC, and Mr. S. Cheung's stock
ownership through Ace Champion Investments Limited, each has been appointed as our executive director and Chief Executive Officer,
and as our executive director and Executive Chairman of the board, respectively. Mr. Y. C. Cheung and Ms. C. Lee, as the joint
shareholders of Trendy View Assets Management, hold no roles in the Company. Thus, in addition to Mr. C. P. Cheung's and Mr.
S. Cheung's shareholding of the Company, each is key to our operations and will have significant influence regarding our key
decisions. This concentration of ownership and influence over our decision-making may also discourage, delay or prevent a change in
control of the Company, which could deprive our other stockholders of an opportunity to receive a premium for their shares as part
of a sale of the Company and might reduce the price of our common stock. These actions may be taken even if they are opposed by our
other stockholders.

 Risks
 Related to Customer Privacy, Cybersecurity and Data

in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived
failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection
or transfer of personal data, could adversely affect our business.

 We
receive, transmit and stores personally identifiable information and other data relating to the employees, booking order processing,
and sales transactions. Numerous local, municipal, state, federal and international laws and regulations address privacy, data protection
and the collection, storing, sharing, use, disclosure, and protection of certain types of data. These laws, rules and regulations evolve
frequently, and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement,
and may be inconsistent from one jurisdiction to another. Changes in laws or regulations relating to privacy, data protection and information
security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations
with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our offerings, require significant
changes to our operations or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which
we may operate in the future.

 Further,
if we expand our geographic reach, our services and user base, we may become subject to additional privacy-related laws and regulations.
Additionally, we may incur significant expenses in an effort to comply with privacy, data protection and information security standards
and protocols imposed by law, regulation, industry standards or contractual obligations. In particular, with laws and regulations imposing
new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other
laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices
and may incur significant costs and expenses in an effort to do so.

 Despite
our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security,
it is possible that our practices, product sales platform could be inconsistent with, or fail or be alleged to fail to meet all requirements
of, such laws, regulations or obligations. The failure, or the failure by third-party providers or partners, to comply with applicable
laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security
that results in unauthorized access to, or use or release of personally identifiable information or other rider data, or the perception
that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing customers
from using our services or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could
adversely affect our business, financial condition and results of operations. Even if not subject to legal challenge, the perception
of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition and
results of operations.

 We
may be subject to theft, loss, or misuse of personal data about our employees, customers, or other third parties, which could increase
our expenses, damage our reputation, or result in legal or regulatory proceedings.

 Our
business relies on the use of customer accounts linked to bank accounts or credit cards as well as tracking certain movements of our
customers. The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result
in significantly increased business and security costs or costs related to defending legal claims. Global privacy legislation, enforcement,
and policy activity in this area are rapidly evolving and expanding, creating a complex regulatory compliance environment. Costs to comply
with and implement these privacy-related and data protection measures could be significant. In addition, even our inadvertent failure
to comply with federal, state, or international privacy-related or data protection laws and regulations could result in proceedings against
us by governmental entities or others.

 If
our information technology systems or sensitive information, or those of our collaborators or other contractors or consultants, are or
were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to, a significant
disruption of services and our ability to operate our business effectively, regulatory investigations or actions, litigation, fines and
penalties, reputational harm, loss of revenue or profits, and other adverse consequences.

 We
are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course
of business, we and the third parties upon which we rely process sensitive information, and, as a result, we and the third parties upon
which we rely face a variety of evolving threats that could cause security incidents. We also have outsourced elements of our operations
to third parties, and as a result we manage a number of third-party vendors and other contractors and consultants who have access to
our sensitive information. Our ability to monitor these third parties' information security practices is limited, and these third
parties may not have adequate information security measures in place. If our third-party service providers experience a security incident
or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers
fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be
unable to recover such award.

 Our
internal computer systems, cloud-based computing services and those of our current and any future collaborators and other contractors
or consultants are vulnerable to damage or interruption from a variety of sources, including cyberattacks, malicious internet-based activity,
and online and offline fraud. These threats include, but are not limited to, social-engineering attacks (including through deep fakes,
which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware
(including as a result of advanced persistent threat intrusions), data corruption, intentional or accidental actions or inactions by
our employees or others with access to our network, supply chain attacks, ransomware attacks, denial-of-service attacks (such as credential
stuffing), credential harvesting, software bugs, server malfunctions, software or hardware failures, loss of data or other information
technology assets, adware, attacks enhanced or facilitated by artificial intelligence, natural disasters, terrorism, war and telecommunication
and electrical failures, and other similar threats that affect service reliability and threaten the confidentiality, integrity, and availability
of information. Attacks upon information technology systems are increasing in their frequency, levels of persistence, sophistication
and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise,
including traditional computer "hackers," threat actors, personnel (such as through theft or misuse), sophisticated nation
states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including
without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During
times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks,
including cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute
our goods and services.

 Ransomware
attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent
and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of
funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments
due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency
and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners' supply
chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption
to our information technology systems or the third-party information technology systems that support us. We may also face increased cybersecurity
risks due to the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit
vulnerabilities and data, as more of our employees utilize network connections, computers, and devices outside our premises or network,
including working at home, while in transit and in public locations. Future or past business transactions (such as acquisitions or integrations)
could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities
present in acquired or integrated entities' systems and technologies. Furthermore, we may discover security issues that were not
found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information
technology environment and security program.

 Because
the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched
against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience
security incidents that may remain undetected for an extended period. If any of the previously identified or similar threats were to
occur and cause interruptions in our operations, it could result in a disruption of our development programs and our business operations,
whether due to a loss of our sensitive information or other similar disruptions. For example, the loss of clinical trial data from completed
or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or
reproduce the data. Furthermore, our software systems include cloud-based applications that are hosted by third-party service providers
with security and information technology systems subject to similar risks.

 If
we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we could
incur liability, our competitive position could be harmed. Security incidents could lead to adverse consequences, including but not limited
to: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements
and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification
obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our
operations (including availability of data); financial loss; and other similar harms. Additionally, applicable data privacy and security
obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or
the failure to comply with such requirements could lead to adverse consequences.

 We
may expend significant resources or modify our business activities (including our research and development activities) to try to protect
against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security
measures, industry-standard or reasonable security measures to protect our information technology systems and sensitive information.

 While
we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will
be effective. We may be unable in the future to detect vulnerabilities in our information technology systems because such threats and
techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred.
Despite our efforts to identify and address vulnerabilities, if any, in our information technology systems, our efforts may not be successful.
Further, we may experience delays in deploying remedial measures designed to address any such identified vulnerabilities.

 Our
contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in
our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out
of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or
that such coverage will pay future claims. Additionally, sensitive information of the Company could be leaked, disclosed, or revealed
as a result of or in connection with our employees', personnel's, or vendors' use of generative artificial intelligence
technologies.

 Risks
Related to Our Common Stock and Organizational Structure

 Our
Common Stock price may be volatile similar to the stocks of other early-stage companies, and the value of our Common Stock may decline.

 The
market price of our Common Stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors,
some of which are beyond our control, including:

 our
 future financial performance, including expectations regarding our revenue, expenses and
 other operating results;

 in customer acceptance rates or the pricing of our services;

 delays
 in any proposed facility renovations or expansion;

 our
 ability to establish new partnerships and successfully retain existing partnerships;

 our
 ability to anticipate market needs and develop and introduce new and enhanced services or
 facilities to adapt to changes in our industry;

 the
 success of our competitors;

 our
 operating results failing to meet the expectations of securities analysts or investors in
 a particular period;

 in financial estimates and recommendations by securities analysts concerning us or the industry
 in which we operate in general;

 the
 stock price performance of other companies that investors deem comparable to us;

 announcements
 by us or our competitors of significant business developments, acquisitions, strategic partnerships,
 joint ventures, collaborations or capital commitments;

 future
 investments in our business, our anticipated capital expenditures and our estimates regarding
 our capital requirements;

 disputes
 or other developments related to our intellectual property or other proprietary rights, including
 litigation;

 in our capital structure, including future issuances of securities or the incurrence of debt;

 in senior management or key personnel;

 in laws and regulations affecting our business;

 commencement
 of, or involvement in, investigations, inquiries or litigation;

 the
 inherent risks related to the golf country club industry;

 the
 trading volume of our Common Stock; and

 general
 economic and market conditions.

 Broad
market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively
impact the market price of our Common Stock. In addition, stocks of early stage companies have historically experienced high levels
of volatility. In 2025, the closing price of our Common Stock on the Nasdaq Capital Market fluctuated between a high of $5.44 to a
low of $0.59. In the past, companies that have experienced volatility in the market price of their securities have been subject to
securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial
expenses and divert our management's attention.

 There
can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market. Our failure to
meet the continued listing requirements could result in a de-listing of our Common Stock.

 We
cannot assure you that we will be able to comply with the standards that we are required to meet in order to maintain a listing of our
Common Stock on the Nasdaq Capital Market of The Nasdaq Stock Market LLC ("Nasdaq"). If we fail to satisfy the continued
listing requirements of the Nasdaq Capital Market, such as the minimum stockholder's equity requirement, the minimum bid price
requirements or the minimum market value of publicly held shares requirement, Nasdaq staff may take steps to de-list our Common Stock.
A notice of de-listing or any de-listing would likely have a negative effect on the price of our Common Stock and may impair our stockholders'
ability to sell our Common Stock when they wish to do so. In the event that we receive a notice of de-listing, we would plan to take
actions to restore our compliance with the Nasdaq Capital Market's listing requirements, but we can provide no assurance that any
action taken by us would result in our Common Stock maintaining its listing, or that any such action would stabilize the market price
or improve the liquidity of our Common Stock.

 We
have broad discretion in the use of our existing cash, cash equivalents and may not use them effectively.

 Our
management will have broad discretion in the application of our existing cash, cash equivalents. Because of the number and variability
of factors that will determine our use of our existing cash, cash equivalents and the net proceeds, their ultimate use may vary substantially
from their currently intended use. Our management might not apply our cash resources in ways that ultimately increase the value of your
investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest
our cash resources in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to
our stockholders.

 We
have never paid dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable
future.

 We
have never declared or paid cash dividends on our Common Stock. We do not anticipate paying any cash dividends on our Common Stock in
the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth
of our business. As a result, capital appreciation, if any, of Common Stock will be our stockholders' sole source of gain for the
foreseeable future.

 Sales
of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to
decline.

 Sales
of a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur, could depress
the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock.

 Our
largest stockholders' interests may differ from those of our public stockholders.

 Approximately
39.4% and 49.2% of the voting power of our Common Stock is controlled, directly or indirectly, by certain of our directors,
Mr. C. P. Cheung, and Mr. Mr. S. Cheung, respectively. To our knowledge, no other stockholder owns more than 20% of our voting power.
Each of Mr. C. P. Cheung, and Mr. Mr. S. Cheung could exert significant influence over corporate management and affairs, as well as matters
requiring stockholder approval, and he is able to, subject to applicable law, participate in the election of the members of the and actions
to be taken by us, including amendments to our Articles of Incorporation and approval of significant corporate transactions, including
mergers and sales of substantially all of our assets. It is possible that the interests of such stockholders may in some circumstances
conflict with the Company's interests and the interests of our other stockholders. This could influence his decisions, including
with regard to whether and when to dispose of assets and whether and when to incur new or refinance existing indebtedness. In addition,
the determination of future tax reporting positions, the structuring of future transactions and the handling of any future challenges
by any taxing authorities to the Company's tax reporting positions may take into consideration these stockholders' tax or
other considerations, which may differ from the Company's considerations or those of our other stockholders.

 The
structure of our capital stock will have the effect of concentrating voting power with our Chief Executive Officer and Directors, which
will limit an investor's ability to influence the outcome of important transactions, including a change in control.

of our series A preferred stock (the "Series A Preferred Stock") have such number of votes per share equal to twenty (20)
votes per share, while shares of our Common Stock will have one vote per share. Mr. S. Cheung, Mr. C. P. Cheung, and Mr. Yick Chung Cheung
and Ms. Chan Lee hold all of the issued and outstanding shares of our Series A Preferred Stock. Accordingly, Mr. S. Cheung, Mr. C. P.
Cheung, and Mr. Yick Chung Cheung and Ms. Chan Lee hold approximately 49.2%, 39.4%, and 9.6% of the voting power of our capital stock
and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational
documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. S.
Cheung, Mr. C. P. Cheung, and Mr. Yick Chung Cheung and Ms. Chan Lee may have interests that differ from yours and may vote in a way
with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing
or deterring a change in control of the Company, could deprive our stockholders of an opportunity to receive a premium for their capital
stock as part of a sale of the securities, and might ultimately affect the market price of shares of our Common Stock.

 We
are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable
to emerging growth companies will make our Common Stock less attractive to investors.

 We
are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"),
and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not "emerging growth companies," including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, or Section 404 and disclosure obligations regarding executive compensation. Pursuant to Section 107 of the JOBS Act, as an emerging
growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those
standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements
of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public
companies, which may make our Common Stock less attractive to investors. In addition, if we cease to be an emerging growth company, we
will no longer be able to use the extended transition period for complying with new or revised accounting standards.

 We
will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of
February 12 2030, which was the date of the first sale of our Common Stock pursuant to an effective registration statement; (2) the last
day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (3) the date on which we have, during the previous
rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the last day of the fiscal year in
which the market value of our Common Stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year.

 We
cannot predict if investors will find our Common Stock less attractive if we choose to rely on these exemptions. For example, if we do
not adopt a new or revised accounting standard, our future results of operations may not be as comparable to the results of operations
of certain other companies in our industry that adopted such standards. If some investors find our Common Stock less attractive as a
result, there may be a less active trading market for our Common Stock, and our share price may be more volatile.

 Item 1B. Unresolved Staff Comments.

 Smaller
reporting companies are not required to provide the information required by this item.

 Item 1C. Cybersecurity.

We believe cybersecurity risk management is an important part of its overall risk management efforts. The Company has a policy of transparency
regarding our data collection, use, retention and sharing practices, and it is our commitment to implement appropriate technical security
measures to protect all Company stakeholders and manage third party risk.

 Our
operations may, in some cases, involve the storage, transmission and other processing of customer and research data or sales information.
Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of services are expected
to continue to be targeted. Threats include traditional computer "hackers," malicious code (such as viruses and worms), phishing
attacks, employee theft or misuse and denial-of-service attacks, and use of artificial intelligence. As of the date of this Annual
Report, the Company has not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents,
that materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations
or financial condition. The Company's strategy is to mitigate risks preventatively; however, no assurances can be provided that
there will not be incidents in the future or that they will not materially affect the Company.

 We maintain an information security program that is comprised of policies and controls designed to mitigate cybersecurity risk. However,
at any given time, we face known and unknown cybersecurity risks and threats that are not fully mitigated, and we continuously work to
enhance our information security program and risk management efforts.

 Although
risks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition,
we do, from time to time, experience threats and communicate security incidents relating to our and our third party vendors' data
and information systems. 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.

 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. Depending on the nature of the services provided, the sensitivity of the systems and data at
issue, and the identity of the provider, customer or our vendor contracting processes may include imposing certain contractual
provisions related to privacy and cybersecurity.

 We
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.

 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. 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. Recently, several
states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements
with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their
data breach notification, information security and data privacy requirements. We expect this trend of state-level activity in those areas
to continue and are continually monitoring developments where our customers are located.

Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the
foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of internet
banking, mobile banking, and other technology-based services offered by us.

 Governance

 The
Board, in coordination with the Audit Committee of the Board, oversees the Company's processes for assessing and managing risk.
The Board and Audit Committee may review the measures implemented by the Company to identify and mitigate data protection and cybersecurity
risks. 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.

 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.
However, we cannot provide assurance that we will not experience any such event in the future.

 For
a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors
under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K.

 Item 2. Properties.

 Our
principal premises are located at 2995 Remington Blvd. Kissimmee, FL 34744. We own the underlying real estate for both of our golf country
clubs consisting of over 289 acres of fee simple real estate.

 As
of the date of this Annual Report on Form 10-K, we believe our corporate office space at Remington Golf Club is well maintained and occupies
sufficient space to meet our operating needs.

 The
following tables illustrate our golf country clubs by segment, location, type of club, and size in terms of golf holes.

 Golf Country Clubs Segment by Region

 Type of Club

 State

 Golf Holes

 Kissimmee Bay Country Club

 Public Golf Country Club

 FL

 Remington Golf Club

 Public Golf Country Club

 FL

 Item 3. Legal Proceedings.

 As
of the date of this Annual Report on Form 10-K, there are no active legal proceedings pending or threatened against the Company. However,
from time to time, we may be subject to various legal claims and proceedings that arise from the normal course of business activities,
including, third party intellectual property infringement claims against us in the form of letters and other forms of communication.
Litigation or any other legal or administrative proceeding, regardless of the outcome, could result in substantial cost, diversion of
our resources, including management's time and attention, and, depending on the nature of the claims, reputational harm. In 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.

 PART
II

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Information for Common Stock

 On
February 12, 2025 our Common Stock began trading on the Nasdaq Capital Markets under the ticker symbol "AGH". Prior to
that time, there was no public trading market for our Common Stock. AGH". 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. 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. There is no established public trading market for our
Class A Preferred Stock.

 Transfer
Agent

 The
transfer agent for our Common Stock is VStock Transfer, LLC. The transfer agent's telephone number and address is (212) 828-8436
and 18 Lafayette Place Woodmere, New York 11598.

 Dividends

 To
date, we have not declared or paid any dividends on our Common Stock. We currently do not anticipate paying any cash dividends in the
foreseeable future on our Common Stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our
business, the board of directors of the Company (the "Board) has the discretion to declare and pay dividends in the future.

 Payment
of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board deems relevant.

 Recent
Sales of Unregistered Securities

 Except
as set forth below or in a Current Report on Form 8-K, there were no equity securities of the registrant sold by the registrant
during the period covered by this annual report that were not registered under the Securities Act.

 Use
of Proceeds from the IPO

 The
offering pursuant to our IPO terminated after the sale of all securities registered pursuant to the Registration Statement. On Form S-1
filed in connection with our IPO.

 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
net proceeds from our IPO were approximately $10.6 million, after deducting underwriting discounts and commissions and offering
expenses and a portion of which were used $2,464,768 to make payments towards the 2014 Loans, 2024 Loans, and Expense Loan (all of
which are defined herein). For more information, see "Item 13. Certain 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.

 Item 6. [Reserved]

 Smaller
reporting companies are not required to provide the information required by this item.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

 The
information set forth in this section contains certain "forward-looking statements", including, among others (i) expected
changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business.
Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects".
These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth
of our business including entering into future agreements with companies, and plans to successfully expand our business. We have based
these forward-looking statements largely on our current expectations and projections about future events and financial trends that we
believe may affect our financial condition, results of operations, business strategy and financial needs.

 Although
we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds
of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion
of forward-looking statements in this Annual Report should not be regarded as a representation by us or any other person that our objectives
or plans will be achieved.

 We
assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting
forward-looking statements.

 Our
revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous
factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure
against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations
affecting our operations.

 You
should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other
financial data appearing elsewhere in this Annual Report.

 US
Dollars are denoted herein by "USD", "$" and "dollars".

 General
Overview of Operations

 We
own and operate two public golf country clubs in Florida that we acquired in 2014. 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.

 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.

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

 Management's
Plans

 Over
the next twelve months, we plan to continue to promote, market, manage and operate our golf country clubs with the intent to (i) attract
and retain customers across a number of demographic groups to further develop customer loyalty and capture a greater share of customers
in the greater Orlando Florida region and (ii) increase revenue from managing and operating 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 further steps to maintain and build on
quality experiences at our golf country clubs. 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.

 Key
Factors Affecting our Results of Operations

 a.

 Seasonality
 and weather

 Our
businesses are subject to seasonality and typically the first quarter of each year is our busiest season of the year. Then, even during
our busy season, our business activities are affected by weather conditions. In 2023, we believe that we experienced very few rainy days
during the first quarter making almost every day of the busiest season a suitable day for playing golf.

 b.

 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. In order to maintain our golf courses at a quality level that
is consistent with our price points, after thorough discussions with the management of DTE, we had agreed to increase our contract price
with DTE by a total of $200,000 starting in October 2023. This increase did not fully impact our cost basis in 2023 but will be in 2024.
The maintenance cost and contract with DTE may be subject to further increases in 2024 if the inflationary environment continues to impact
our maintenance needs.

 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 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.

 Critical
Accounting Policies, Judgments and Estimates

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

 Results
of Operations

 2024

 2023

 2022

 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

 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
)

 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,

 2024

 2023

 2022

 $

 %

 $

 %

 Golf operations

 – annual
 membership dues

 $
 303,542

 $
 168,723

 $
 230,874

 $
 134,819

 %

 $
 (62,151
)

 (27
)%

 – one-time green fees

 2,139,636

 2,475,133

 2,079,741

 (335,497
)

 (14
)%

 395,392

 %

 Sales of food and beverage

 648,738

 682,281

 517,694

 (33,543
)

 (5
)%

 164,587

 %

 Sales of merchandise

 115,262

 138,450

 99,366

 (23,188
)

 (17
)%

 39,084

 %

 revenue

 91,183

 90,125

 80,979

 1,058

 %

 9,146

 %

 $
 3,298,361

 $
 3,554,712

 $
 3,008,654

 $
 (256,351
)

 (7
)%

 $
 546,058

 %

 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. 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.

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%.

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.

 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.
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 number of rounds was mainly due to more rainy days during the year ended December 31,
2024.

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

 Decrease
in revenue from sales of merchandise by $23,188 or 17% from $138,450 for the year ended December 31, 2023 to $115,262 for the year ended
December 31, 2024 was contributed by a decrease in sales of golf balls, men's wear and headwear by 17% as a result of the decrease
in customers playing golf during the year ended December 31, 2024 which was mainly due to the decrease in revenue from golf operations
as a result of decrease in customers visiting our pro shops.

revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers.
The increase slightly by $1,058 or 1% was mainly due to an increase in demand for rental services for activities and events during the
year ended December 31, 2024.

 Comparison
for the years ended December 31, 2023 and 2022

 Our
revenue is comprised of golf operations, sales of food and beverage and sales of merchandise. Overall increase in revenue year over year
by $546,058 or 18% was mainly due to the increase in one-time green fees from golf operations, sales of food and beverage and sales of
merchandise which was partially offset by decrease in annual membership dues from golf operations.

from golf operations increased by $333,241 or 14% from $2,310,615 for the year ended December 31, 2022 to $2,643,856 for the year ended
December 31, 2023, which was driven by the increase in one-time green fees from golf operations by $395,392 or 19% which partially offset
the decrease in annual membership dues from golf operations by $62,151 or 27%.

 One-time
green fees from golf operations accounted for 70% and 69% of total revenue for the years ended December 31, 2023 and 2022 respectively.
Increase in one-time greens fees by 19% resulted from the increase in total number of rounds by 10% from approximately 50,000 rounds
during fiscal year ended 2022 to approximately 55,000 rounds during fiscal year ended 2023 as well as the increase in average price per
round by 8% from $39 per round December 31, 2022 to $42 per round for the year ended December 31, 2023.

 Annual
memberships decreased by 27% was mainly due to most of the annual membership dues being received during the third quarter during the
year ended December 31, 2023 and the remaining unused monthly services were deferred to the year of 2024.

 Increase
in revenue from sales of food and beverage by $164,587 or 32% from $517,694 for the year ended December 31, 2022 to $682,281 for the
year ended December 31, 2023, which was contributed by the increase in quantities sold by 16% from approximately 100,000 for the year
ended December 31, 2022 to approximately 116,000 for the year ended December 31, 2023 and the average unit price remained stable at $6
per unit for the year ended December 31, 2022 and $6 for the year ended December 31, 2023. The increase in quantity sold was in line
with increase in golf operations.

 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.

revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers.
The increase by $9,146 or 11% was mainly due to increase in demand for rental services for activities and events during the year ended
December 31, 2023.

 Operating
expenses

 Operating
expenses consisted of the following:

 For the Years Ended

 2024 vs 2023

 2023 vs 2022

 2024

 2023

 2022

 $

 %

 $

 %

 Golf operating costs(1)

 $
 1,367,958

 $
 1,189,889

 $
 1,015,852

 $
 178,069

 %

 $
 174,037

 %

 Cost of food and beverage sales(1)

 186,602

 209,226

 167,614

 (22,624
)

 (11
)%

 41,612

 %

 Cost of merchandise sales(1)

 54,876

 92,675

 56,228

 (37,799
)

 (41
)%

 36,447

 %

 Salaries and benefits

 724,157

 683,941

 556,880

 40,216

 %

 127,061

 %

 201,113

 174,207

 163,371

 26,906

 %

 10,836

 %

 Other general and administrative expenses

 945,687

 951,616

 580,463

 (5,929
)

 (1
)%

 371,153

 %

 $
 3,480,393

 $
 3,301,554

 $
 2,540,408

 $
 178,839

 %

 $
 761,146

 %

 (1)

 Exclusive
 of depreciation and salaries and benefits shown separately above.

 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 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.

 Golf
operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping.
Golf operating expenses increased by $178,069 or 15% from $1,189,889 for the year ended December 31, 2023 to $1,367,958 for the year
ended December 31, 2024, which was attributable to the increase in contractual landscaping and repair and maintenance by $115,715 with
our largest vendor, Down to Earth, during the year ended December 31, 2024 as a result of inflation.

 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.

 Our
cost of merchandise sales consisted of mainly the purchase cost of golf balls, men's and ladies' wear, gloves and headwear.
Decrease in cost of merchandise sales by $37,799 was in line with the decrease in revenue from golf operations.

 Our
salaries and benefits mainly consisted of the director's remuneration, the staff costs and welfare of management, operating team,
cashier and administrative personnel. The increase in salaries and benefits by $40,216 or 6% was primarily due to the increase in mandatory
minimum wage by $1 per hour and the salaries paid to the Chief Financial Officer who had joined the Company since November 2023.

 Our
depreciation is mainly derived from depreciation of the recreational building, golf carts, pump stations and other operating equipment.
The increase in depreciation was mainly due to the replacement of a pump station having 15 years useful life and air-conditioning system
having 5 years of useful life with total acquisition costs of $181,471, of which $103,436 was paid and recognized as prepayment for acquisition
of property and equipment in the prior year.

 Other
general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machinery and equipment,
utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative
expenses. Other general and administrative expenses remained stable at $951,616 for the year ended December 31, 2023 and $945,687 for
the year ended December 31, 2024.

 Comparison
for the years ended December 31, 2023 and 2022

 The
operating expenses of the Company mainly consists of costs related to golf operations, costs related to sales of food and beverage and
merchandise, salaries and benefits, depreciation and other miscellaneous administrative expenses. The overall operating expenses increased
by $761,146 or 30% from $2,540,408 for the year ended December 31, 2022 to $3,301,554 for the year ended December 31, 2023 which was
primarily due to increases across all operating cost categories during the current year discussed below.

 Golf
operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping.
Increase in golf operating expenses increased by $174,037 or 17% from $1,015,852 for the year ended December 31, 2022 to $1,189,889 for
the year ended December 31, 2023 which was attributable to the increase in number of rounds by golf players as discussed in revenue above
which was resulted in increase in the frequency of landscaping and repair and maintenance of equipment required by 16%.

 The
increase in cost of food and beverage by $41,612 or 25% from $167,614 for the year ended December 31, 2022 to $209,226 for the year ended
December 31, 2023 was in line with the increase in sales of food and beverage.

 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
salaries and benefits mainly consisted of the director's remuneration, the staff costs and welfare of management, operating team,
cashier and administrative personnel. The increase in salaries and benefits by 23% was primarily due to increased mandatory minimum wage
and inflation driven cost of living adjustments to key management members and staff by 23% as compared to prior year.

 Our
depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The increase
in depreciation was mainly due to the acquisition of a pump station, cooler and freezer and air-conditioning system resulting in an aggregate
depreciation of approximately $148,000 during the year ended December 31, 2023.

 Other
general and administrative expenses mainly consisted of professional fees, repair and maintenance of restaurant machineries and equipment,
utilities, liability insurance, personal property tax and real estate tax, credit card charges and other miscellaneous administrative
expenses. Increase in other general and administrative expenses by $371,153 or 64% from $580,463 for the year ended December 31, 2022
to $951,616 for the year ended December 31, 2023 was attributable to the increase in insurance expenses by approximately $35,000 resulted
in obtaining coverage in the State of Florida; (ii) increase in repair and maintenance of restaurant machineries and equipment by $30,000;
and (iii) increase in audit fee of $268,000 for listing purpose.

 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. 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.

 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. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax assets through future operations.

 The
Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition,
upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.

 The
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
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
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 expenses of $20,936 for the year ended December 31, 2024 while income tax benefits of $135,265 for the year
ended December 31, 2023 and income tax expenses of $117,757 for the year ended December 31, 2022. Please refer to Note 12 – Income
Tax to the Consolidated Financial Statements for more details.

 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.
The decrease in net income by $569,828 or 148% was mainly due to the decrease in our revenue by $256,351 and increase in our operating
costs by $178,839 mainly due to the increase in golf operating costs as mentioned above and increase in income tax expense due to utilization
of NOLs for the year ended December 31, 2024.

 Our
income for the years ended December 31, 2023 and 2022, was $386,128 and $323,193, respectively. The increase of net income by $62,935
or 19% was mainly due to the increase in our revenue during the year ended December 31, 2023 and recognition of deferred tax assets on
NOLs as discussed above.

 Working
Capital

 The
following table summarizes our cash and working capital as of December 31, 2024 and 2023:

 2024

 2023

 %

 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

 %

 Inventories, net

 55,817

 55,704

 %

 Deferred offering costs

 582,679

 252,964

 329,715

 %

 Other
 current assets

 2,078

 1,953

 1,562
 %

 Total
 currents assets

 $
 1,125,272

 $
 991,386

 $
 133,886

 %

 Accounts payable and accrued
 liabilities

 $
 420,005

 $
 495,930

 $
 (75,925
)

 (15
)%

 Contract liabilities –
 deferred revenue

 162,226

 158,429

 3,797

 %

 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

 %

 Total
 current liabilities

 $
 3,403,513

 $
 2,664,011

 $
 739,502

 %

 Working
 Capital Deficiency

 $
 (2,278,241
)

 $
 (1,672,625
)

 $
 (605,616
)

 %

receivables

receivable mainly represent amounts due from customers paid by credit cards from provision of golf operations services and sales of merchandise
and food and beverages which are recorded net of allowance for expected credit losses. The decrease in accounts receivables from $36,299
as of December 31, 2023 to $20,778 as of December 31, 2024 was mainly due to the less customers who paid by credit cards near the year
end.

 Inventories

 Our
inventories consist of merchandise goods such as golf balls, gloves, men's wear and women's wears, food and beverages. 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 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. Such costs
will be deferred until the closing of the IPO, at which time the deferred costs will be offset against the offering proceeds and recognized
in equity of the Company. The increase of $329,715 was due to additional payment for expenses for listing purpose during the year ended
December 31, 2024.

payable and accrued liabilities

payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales
tax payables and property tax payable. Decrease in accounts payable and accrued liabilities balance by $75,925 or 15% from $495,930 as
of December 31, 2023 to $420,005 as of December 31, 2024 was mainly due to the decrease in accounts payable by $121,708 as a result of
settlement of payables to vendors outweighed the costs incurred to vendors during the year ended December 31, 2024 and offset by the
increase in accrued expenses of $65,042 in relation to the audit fee.

 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.

 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.

 Principal

 Maturity
 date

 Fixed Interest
 Rate

 2024

 2023

 May 13, 2020

 #1

 $
 500,000

 April 13,2050

 3.75
 %

 $
 -

 $
 488,961

 May 17, 2022

 #2

 $
 25,050

 August 1,2025

 5.50
 %

 5,022

 13,975

 September 9, 2022

 #3

 $
 150,000

 September 9, 2025

 6.75
 %

 40,438

 91,202

 August 1, 2023

 #4

 $
 87,199

 July 1, 2031

 6.50
 %

 66,413

 74,089

 November 13, 2023

 #5

 $
 120,000

 November 13, 2026

 9.25
 %

 80,505

 117,088

 Total loans payable

 192,378

 785,315

 Current portion

 (94,007
)

 (135,970
)

 Long-term portion

 $
 98,371

 $
 649,345

 The
overall decrease in bank and other borrowings was mainly due to the repayment of loans of $592,937 during the year ended December 31,
2024.

 Operating
lease liabilities

 The
operating leases liabilities represented the leases for golf carts and golf equipment for terms of four to five years. The decrease in
the operating leases – current was mainly due to the amortization for the year ended December 31, 2024.

 Amounts
due to related parties

 Amounts
due to related parties consists of the following:

 Name

 Relationship

 Nature

 December 31, 2024

 December 31, 2023

 Mr. 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

 607,272

 472,272

 Mr. Cheung Chi Ping

 Shareholder and Director of the Company

 485,917

 377,817

 Mr. 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

 121,454

 94,454

 $
 2,532,160

 $
 1,651,407

 Notes:

 (1)

 On
 September 7, 2023, Mr. Cheung Ching Ping, a shareholder of the Company, entered into a loan facility agreement with the Company that
 Mr. Cheung Ching Ping agreed to pay the listing expenses incurred for the initial public offering in Nasdaq on behalf of the Company
 before listing with a maximum principal amount of $1,000,000. 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. As of December 31, 2024 and 2023,
 amount of listing expenses paid by Mr. Cheung Ching Ping on behalf of the Company was $1,021,617 and $520,964.

 (2)

 On
 April 24, 2014, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung entered into two shareholders' loan agreements
 with Chrome Field I, Inc. and Chrome Field II, Inc., wholly-owned subsidiaries of the Company, respectively. Pursuant to the shareholders'
 loan agreements, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung agreed to grant shareholders' loans at
 principal amounts of $1,307,619.69 and $1,447,739.16 to Chrome Field I, Inc. and Chrome Field II, Inc., respectively, in a proportion
 of 50%, 40% and 10%, respectively, in connection with the acquisition of Kissimmee Bay and Remington in 2014. Pursuant to the shareholders'
 loan agreements, the loans are interest-free, unsecured and to repayable on demand. As of December 31, 2024, amount of outstanding
 shareholders' loans owned by the Company to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $607,272,
 $485,917 and $121,454, respectively. As of December 31, 2023, amount of outstanding shareholders' loans owned by the Company
 to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $472,272, $377,817 and $94,454, respectively.

 (3)

 For
 the sake of compensating Mr. Cheung Chi Ping's involvement in the daily operations and management of golf operations of the
 Company, director's remuneration was granted by the Company every year based on the performance of the Company. For the years
 ended December 31, 2024 and 2023, the Company charged $110,000 and $110,000, respectively, as director's remuneration to Mr.
 Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured
 and repayable on demand. As of December 31, 2024 and 2023, outstanding director's remuneration was $295,900 and $185,900, respectively.

 Mr.
Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung signed an undertaking that no demand on repayment from the Company since
December 31, 2022 and all the outstanding balances, other than the director's remuneration of $295,900 to Mr. Cheung Chi Ping and
expected to be settled within one year, were fully settled in subsequent between February and March 2025.

 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

 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

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. 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.

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. Changes in operating assets and
liabilities mainly include (i) an increase in deferred tax assets of $162,557 due to $274,075 being recognized during the year for the
NOLs and partially offset by the utilization of NOLs for the current year ended December 31, 2023 as mentioned above; (ii) an increase
in accounts payable and accrued liabilities of $187,536 due to increase in accounts payable to vendors for the course upkeep costs; and
(iii) an increase in contract liabilities of $138,973 due to a large portion of annual membership dues being received in the third quarter
of 2023 for services to be used by customers partly in fiscal year 2024.

the fiscal year ended December 31, 2022, our net cash provided by operating activities was approximately $576,256, which was driven by
net income of $323,193, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item
mainly consisted of depreciation of $163,371 and unpaid director's remuneration of $30,000. Changes in operating assets and liabilities
mainly include (i) a decrease in deferred tax assets of $99,765 due to the prior year tax credits; (ii) an increase in inventory of $33,742
due to an increase in unsold merchandise goods; and (iii) a decrease in accounts payable and accrued liabilities of $39,424 due to a
decrease in accounts payable.

 Cash
Flows from Investing Activities

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.

the fiscal year ended December 31, 2023, cash flows used in investing activities were for the purchase of property and equipment and
prepayment for acquisition of property and equipment of $147,953 and $103,436, respectively. The purchase and the prepayment for acquisition
of property and equipment was due to payments for clubhouse renovations such as roof replacement, clubhouse exterior wall painting, down
payment for a new pump station to replace the old one and down payment for a new air-conditioner system to be installed to replace the
old one.

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 Financing Activities

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.

the fiscal year ended December 31, 2023, cash used in financing activities was the result of net repayments of related party loans of
$514,136 and deferred offering costs of $252,964 offset by net proceeds from bank and other borrowings of $123,600.

the fiscal year ended December 31, 2022, cash used in financing activities was the result of net repayments of related party loans of
$466,000 offset by net proceeds from bank and other borrowings of $101,219.

 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.

 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.

 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

 $

 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.

 The
Company successfully raised a total gross proceed of $12,000,000, before deducting underwriting discounts and other offering expenses,
from its initial public offering on February 13, 2025.

 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.

 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. The Company has not experienced losses
on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to
these deposits is not significant.

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

 The
Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk
by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses
with existing customers. Since all accounts receivable as 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.

 Vendor
concentration risk

 As
of December 31, 2024 and 2023, the Company owed 84% and 85% of accounts payable to a key supplier, respectively.

 For
the years ended December 31, 2024, 2023 and 2022, one vendor accounted for 31%, 29% and 32% of our total operating costs, respectively.
No other vendor accounts for more than 10% of our total operating costs for the years ended December 31, 2024, 2023 and 2022, respectively.

 Interest
rate risk

 Interest
rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.

 Liquidity
risk

 Liquidity
risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company's reputation.

 Typically,
the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including
through operations and financial support from our stockholders and financial institutions. We are continuing to focus on improving operational
efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact
of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Our ability to continue as a going concern is
dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current
and future liquidity needs.

Risk

risk is the risk of loss arising from adverse changes in market rates and prices. Our market risk exposure is generally limited to those
risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize
financial instruments or derivative instruments for trading purposes.

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 As
a "smaller reporting company," as defined by Rule 12b-2 of the Exchange Act, and pursuant to Item 305 of Regulation S-K we
are not required to provide quantitative and qualitative disclosures about market risk

 Item 8. Financial Statements and Supplementary Data

 Our Consolidated Financial Statements are set forth under Item 15. - "Exhibits
and Financial Statement Schedules"

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 We
have not had any disagreements with our accountants or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K
promulgated under the Securities Act of 1933.

 Item 9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Pursuant
to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation, with the participation of the Company's management,
including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting
officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange
Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer concluded
that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the
Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's
management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

 We
recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its
objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative
to their costs.

 Inherent
Limitations Over Internal Controls

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under
the supervision of, a company's principal executive officer and principal financial officer, or persons performing similar functions,
and effected by a company's board of directors, management, and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:

 pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company's
 assets;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that a company's receipts and expenditures are being made only in accordance
 with authorizations of a company's management and directors; and

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management's
Report on Internal Control over Financial Reporting

 This
Annual Report does not include a report of management's assessment regarding internal controls over financial reporting due to
a transition period established by rules of the SEC for newly public companies.

in Internal Controls over financial reporting

 There
was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that occurred during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

 Item 9B. Other Information.

 (a)

 None.

 (b)

 Rule
10b5-1 Trading Plans

the quarter ended December 31, 2024, none of our directors or executive officers adopted, modified, or terminated any contract, instruction
or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
or any "non-Rule 10b5-1 trading arrangements" as defined in Item 408(c) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item 10. Directors, Executive Officers and Corporate Governance.

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

 Name

 Age

 Position

 Executive
 Officers:

 Mr.
 C. P. Cheung

 and Chief Executive Officer

 Mr.
 S. Cheung

 and Chairman of the Board of Directors

 Mr.
 Sam Wai Sing Lui

 Chief
 Financial Officer

 Non-Executive
 Directors:

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

 Independent
 Director and Chair of Compensation Committee

 Mr.
 Joshua Tay (1)(2)(3)

 Independent
 Director and Chair of Nominating and Corporate Governance Committee

 Ms.
 Xinyue Jasmine Geffner (1)(2)(3)

 Independent
 Director and Chair of the Audit Committee

 (1)

 Member
 of the Audit Committee

 (2)

 Member
 of the Compensation Committee

 (3)

 Member
 of the Nominating and Corporate Governance Committee

 Each
of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual
meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his or her successor is elected
and qualified or until his death, resignation or removal. Our Board appoints our officers, and each officer is to serve until his or
her successor is appointed and qualified or until his or her death, resignation or removal.

 Mr.
C. P. Cheung, Chief Executive Officer and Director

 Mr.
C. P. Cheung is our executive director and Chief Executive Officer, and is responsible for overall operation and management of our business
and formulation of our business plans and growth strategies.

 Mr.
C. P. Cheung worked at Deutsche Bank as Chief Operating Officer, Americas, Loan Exposure Management Group between May 1999 and April
2014. Previously, he worked at Bear Stearns & Co between August 1994 and May 1999 in the Financial Analytics and Structure Transaction
Group. Mr. C. P. Cheung worked at Soros Associates between March 1993 and August 1994 involved in commodities transportation logistics
modelling.

 Mr.
C. P. Cheung obtained his bachelor's degree in science from the University of California, Berkeley, California in 1992 and his
executive MBA from the University of Connecticut, Stamford in 2008.

 Mr.
Sam Wai Sing Lui, Chief Financial Officer

 Mr.
Lui is our Chief Financial Officer and has served in this role since November 2023.

 Mr.
Lui is responsible for the following matters relating to our Group:

 financial
 reporting of our managing accounting operations, statutory financial audit reporting and coordinating corporate tax submissions;

 preparation
 of budget and financial forecasts; and

 development
 and implementation of financial policies and procedures in business process.

 Mr.
Lui has approximately seven years' professional experiences in auditing. From December 2020 to September 2023, Mr. Lui worked
as a financial controller at Zeal Technology Solutions Limited, where he was in charge of financial analysis and reporting. He
served as company secretary for Guan Chao Holdings Limited, a Hong Kong-listed company (stock code: 1872) and company secretary for
Cool Link (Holdings) Limited, a Hong Kong-listed company (stock code: 8491), from January 2018 and from March 2017 to September
2020, respectively. From January 2015 to January 2017, he worked as a senior auditor at Deloitte Touche Tohmatsu. Prior to that, Mr.
Lui worked as an assistant manager at BDO Limited from June 2011 to January 2015, where he was engaged in placing and acquisitions
projects, audit for various listed companies in Hong Kong and overseas audit in New York. From June 2009 to February 2011, Mr. Lui
worked as audit assistant at Philp Poon & Partners CPA Limited, where he performed annual audit to multi-national companies and
small and medium size companies.

 Mr.
Sam Lui obtained his bachelor's degree in business administration from Lingnan University in Hong Kong in 2009. He is a member
of Hong Kong Institute of Certified Public Accountants.

 Mr.
S. Cheung, Director and Chairman of the Board

 Mr.
S. Cheung is our designated executive director and Chairman of the Board and is responsible for daily operation and management of our
Company. Prior to joining our Group as an executive director in 2024, since May 2000 Mr. S. Cheung has worked as associate director at
UOB Kay Hian (Hong Kong) Ltd., where he provides brokerage and financial counseling services to clients on equity and derivative products.
Prior to working at UOB Kay Hian, Mr. S. Cheung worked as a dealer representative in the institution sales department of Bank of China
International Securities Ltd. from March 1997 to May 2000.

 Mr.
S. Cheung attained his bachelor's degree in business administration from Boston University in December 1996.

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

 Mr.
Tay is an independent director of the Company and has served as an independent director of the Company since November 2024. Mr. Tay is
the chair of the nominating and corporate governance committee and as member of the compensation and audit committees.

 Mr.
Tay is currently the chairman of the board of director of Neugen Fund, a charity fund primarily focuses on solving inter-generational
offending since March 2022. He also serves as the independent board director of Nam Lee Pressed Metal Industries Limited, as chairman
of its nominating committee and a member of the its audit and compensation committees.

 Since
September 2016, Mr. Tay serves as the member of the investment subcommittee for Titular Roman Catholic, Archbishop of Singapore. He is
responsible for providing investment strategy recommendations for the Archbishop of Singapore and risk guidelines and controls. He has
also been a member of the bursary committee for Yellow Ribbon Fund since January 2016.

 Prior
to that, from June 1996 to February 2012, Mr. Tay served as a managing director of JP Morgan Asset Management. From 1994 to 1996, he
served as the marketing support at Paribas Asset Management. From 1993 to 1994, he served as an investment analyst at Nationsbanc Capital
Market.

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

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

 Mr.
Tang is an independent director of the Company and has served as an independent director of the Company since November 2024. Mr. Tang
is the chair of the compensation committee and as member of the audit and nominating and corporate governance committees.

 Mr.
Tang currently holds key management positions in business administration and finance. Since September 2006, he has served as the chief
executive officer of Centurion Investment Management (H.K.) Ltd., a family office managing private equity investments. Prior to that,
from May 2002 to August 2006, Mr. Tang served as deputy managing director of UOB Kay Hian (Hong Kong) Ltd., where he managed the merged
stockbroking unit of Overseas Union Bank and United Overseas Bank Singapore. From April 1997 to May 2002, Mr. Tang served as managing
director of OUB Securities (H.K.) Ltd., where he managed the stockbroking unit of Overseas Union Bank Singapore.

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

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

 Ms.
Geffner is an independent director of the Company and has served as an independent director of the Company since November 2024. Ms. Geffner
is the chair of the audit committee and as member of the compensation and nominating and corporate governance committees.

 Ms.
Geffner is currently holding key management position in accounting and finance. She serves as chief financial officer of Dorsett Hospitality
International Services Limited (part of HKSE: 0035.HK) since February 2019. She served as chief financial officer of GreenTree Hospitality
Group Limited on the New York Stock Exchange (NYSE: GHG) from 2017 to 2018.

 Ms.
Geffner has served as an independent director of Helport AI Limited since August 2024. Ms. Geffner has also served as an independent
director and chairwoman of the audit committee of Tristar Acquisition I Corp (NYSE:TRIS) since August 2023 and an independent director
of NWTN INC. and sits on the latter's compensation committee as well as the strategy and environmental social and governance (ESG)
committee since November 2022. She was an independent director of the China Finance Online Co. Limited (Nasdaq: JRJC) from May to November
2021. She was an independent director of AG Semiconductor (Hong Kong) Ltd. from April 2013 to April 2017. Prior to that, from 2014 to
2016, she served as chief financial officer of Carnival Group International Holdings Limited (HKSE: 0996.HK). From 2008 to 2011, she
was a director of corporate and institutional banking in ANZ Hong Kong. From 2005 to 2008, she worked for HSBC as a head of China business
development and as a vice president of the consumer and retail group in New York.

 Ms.
Geffner obtained her Bachelor of Business Administration with a major in international marketing and finance from City University of
New York in 1994, and a Master of Business Administration degree majoring in finance and accounting from New York University in 1997.
She is a certified public accountant in Washington State, USA as well as in Hong Kong and is also a chartered financial analyst.

 Term
of Office

 Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the
board.

 Board
Committees

 We
have established three committees under the board of directors: an audit committee, a compensation committee and a nominating committee.
We have adopted a charter for each of the three committees. Copies of our committee charters are posted on our corporate investor relations
website.

 Each
committee's members and functions are described below.

 Audit
Committee. Our Audit Committee consists of Mr. Tang Kay Hwa, Mr. Joshua Tay, and Ms. Xinyue Jasmine Geffner. Ms. Geffner is the chair
of our audit committee. We have determined that these directors satisfy the "independence" requirements of Nasdaq Rule 5605
and Rule 10A-3 under the Securities Exchange Act of 1934. Our board of directors has determined that Ms. Geffner qualifies as an audit
committee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of
Regulation S-K. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements
of our company. The audit committee is responsible for, among other things:

 appointing
 the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

 with the independent auditors any audit problems or difficulties and management's response;

 discussing
 the annual audited financial statements with management and the independent auditors;

 the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and
 control major financial risk exposures;

 and approving all proposed related party transactions;

 monitoring
 management's communication and implementation of the Company's anti-fraud policy;

 the Company's cybersecurity mitigation measures and practices periodically;

 meeting
 separately and periodically with management and the independent auditors; and

 monitoring
 compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to
 ensure proper compliance.

 Compensation
Committee. Our Compensation Committee consists of Mr. Tang Kay Hwa, Mr. Joshua Tay, and Ms. Xinyue Jasmine Geffner. Mr. Hwa is the
chair of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure,
including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present
at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

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

 and recommending to the shareholders for determination with respect to the compensation of our directors;

 periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

 selecting
 compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person's
 independence from management.

 Nomination
Committee. Our Nomination Committee consists of Mr. Tang Kay Hwa, Mr. Joshua Tay, and Ms. Xinyue Jasmine Geffner. Mr. Tay is the
chair of our nomination committee. The nomination committee assists the board of directors in selecting individuals qualified to become
our directors and in determining the composition of the board and its committees. The nomination committee is responsible for, among
other things:

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

 annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,
 experience and diversity;

 making
 recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

 advising
 the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance
 with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial
 action to be taken.

 Family
Relationships

 Other
than Mr. C. P. Cheung and Mr. S. Cheung, who are brothers, there are no family relationships among any of our directors or executive
officers.

 Certain
Legal Proceedings

 To
our knowledge, no director, independent director, or executive officer of the Company has been a party in any legal proceeding material
to an evaluation of his ability or integrity during the past ten years.

 Code
of Ethics

 The
Company adopted a Code of Ethics applicable to its directors, officers, and employees. This includes our principal executive officer,
principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of
our Code of Ethics is posted on our website.

 Compensation
Recovery Policy

 In
2025, we adopted an executive compensation recovery policy or "Clawback Policy" in compliance with Nasdaq rules. Under our
Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements
under any United States securities laws, we will be entitled to recover (and will seek to recover), from our executive officers, any
excess incentive-based compensation received by our executive officers during the three-year period prior to the date on which we are
required to prepare the restatement. This policy applies to both equity-based and cash compensation awards. The "excess compensation"
is the difference between the actual amount that was paid and the amount that would have been paid if the financial statements were prepared
properly in the first instance.

 Item 11. Executive Compensation.

 Introduction

 We
are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements
related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation
and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total
compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of
the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 This
section provides an overview of our executive compensation program, including a narrative description of the material factors necessary
to understand the information disclosed in the summary compensation table below.

 For
the year ended 2024, our named executive officers ("Named Executive Officers" or "NEOs") were:

 C.
 P. Cheung, Chief Executive Officer; and

 Sam
 Wai Sing Lui, Chief Financial Officer.

 The
objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate
and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual
and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance.

 Compensation
of Directors and Named Executive Officers

 The
following table presents information regarding the total compensation (excluding equity-based compensation reported) awarded to, earned
by, and paid to our NEOs for services rendered to us in all capacities for the years indicated.

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 All other Compensation ($)

 Total ($)

 C. P. Cheung

 2024

 $
 60,000

 $
 50,000

 $
 -

 $
 110,000
 (1
)

 Director and Chief Executive Officer

 2023

 $
 110,000

 $
 -

 $
 -

 $
 110,000
 (1
)

 Sam Wai Sing Lui

 2024

 $
 18,000

 $
 -

 $
 -

 $
 18,000

 Chief Financial Officer

 2023

 $
 18,000

 $
 -

 $
 -

 $
 18,000

 (1)

 As
 of December 31, 2024, and December 31, 2023, outstanding director's remuneration was deferred for the amount of $295,900, and
 $185,900, respectively.

 Compensation
of Directors

 We
review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting
equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives,
individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term
results that are in the best interests of our stockholders, and a long-term commitment to us.

 Employment
Arrangements with Named Executive Officers

 We
have entered into executive agreements with Mr. C. P. Cheung, our chief executive officer and director, and Sam Wai Sing Lui, our Chief
Financial Officer. A summary of the terms of each of these executive agreements is set forth below. Currently, the annual compensation
of each of the executive officers is fixed by the board of directors. The named executive officers are also entitled to participate in
the Company's benefit plans, which benefits are generally available to all full-time employees. Below are descriptions of the material
terms of the employment agreements and employment letters with Aureus Greenway's Named Executive Officers.

 Employment
Agreement between Mr. C. P. Cheung and our Company

 Retroactively
effective as of January 1, 2022, Mr. C. P. Cheung entered into an employment agreement with the Company. The agreement provides for an
annual base salary in the amount of $100,000, together with an additional discretionary bonus. As of January 1, 2023, we increased the
annual base salary to $110,000. On April 10, 2024 we entered into an amended employment agreement with Mr. C. P. Cheung whereby we decreased
Mr. C. P. Cheung's annual base salary to $60,000. Mr. C. P. Cheung is also entitled to a bonus for every financial year of the
Company equal to ten percent (10%) of the net profits earned by the Company during that year. However, the bonus will not be less than
US$50,000. If Mr. C. P. Cheung serves the Company for only part of the financial year, the bonus will be prorated accordingly, except
in cases where employment is terminated whereby no bonus is payable. Net profits for calculating the bonus are determined after deducting
all usual business charges and expenses, including remuneration based on the previous year's net profits, but before any taxes
or duties are deducted. Any capital profits or losses not in the ordinary course are excluded. Any disputes regarding the bonus amount
are referred to the company's auditors, whose certification will be final and conclusive. Mr. C. P. Cheung's employment began
for an initial term of 3 years. The initial term of the employment agreement will automatically renew for successive 3-year terms subject
to termination by either party to the agreement upon 60 days' prior written notice or the equivalent salary in lieu of such notice
and until Mr. C. P. Cheung's successor in his capacity as a director of the Company is duly elected and qualified. The agreement
also provides that Mr. C. P. Cheung shall not, during the term of the agreement and for 6 months after cessation of employment, carry
on business in competition with us.

 Employment
Agreement between Mr. Lui and our Company

 Retroactively
effective as of January 1, 2023, Mr. Lui entered into an employment agreement with the Company, the Chief Financial Officer of the Company.
The agreement provides for an annual base salary in the amount of $18,000. Under the terms of the agreement, Mr. Lui's employment
will begin for an initial term of one year. The initial term will automatically renew for successive one-year terms subject to termination
by either party to the agreement upon 30 days' prior written notice or the equivalent salary in lieu of such notice.

 Annual
Cash Bonuses

 All of Aureus Greenway's
executive officers were eligible to receive a cash bonus for the year ended December 31, 2024.

 Equity
Incentive Awards

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

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table provides information with respect to the beneficial ownership of our Common Stock as of the date of this Report, by:

 each
 of our executive officers and directors;

 all
 of our current directors and executive officers as a group; and

 each
 person or entity, or group of persons or entities, known by us to own beneficially more than 5% of our Common Stock.

 We
have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any
person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting
power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person
has the right to acquire beneficial ownership of such security within 60 days. Except as indicated by the footnotes below, we believe,
based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power
with respect to all shares that they beneficially own, subject to applicable community property laws.

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

 Name and Address of Beneficial Owner (1)

 Amount and Nature of Beneficial Ownership

 Percentage of Beneficial Ownership

 5% or Greater Shareholders:

 Ace Champion Investments Limited (2)

 5,290,000

 27.6
 %

 Chrome Fields Asset Management (3)

 4,352,000

 23.9
 %

 Directors, Named Executive Officers and Other Executive Officers:

 Mr. C. P. Cheung, Chief Executive Officer and Director

 4,352,000

 23.9
 %

 Sam Wai Sing Lui, Chief Financial Officer

 *

 *
 %

 Mr. S. Cheung, Chairman and Director

 5,290,000

 27.6
 %

 Kay Hwa Tang, Director

 *

 *
 %

 Joshua Tay, Director

 *

 *
 %

 Xinyue Jasmine Geffner, Director

 *

 *
 %

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

 9,642,000

 40.9
 %

 *

 Denotes
 less than one (1%) percent

 (1)

 Unless
 otherwise indicated, the business address of each of the individuals is our address of c/o Aureus Greenway Holdings Inc., 2995 Remington
 Boulevard, Kissimmee, Florida 34744.

 (2)

 Mr.
 S. Cheung has sole voting and dipositive power over the shares held by Ace Champion Investments Limited. Ace Champion's principal
 address is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

 (3)

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

 Item 13. Certain Relationships and Related Transactions, and Director Independence.

 Our
audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent
we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related
party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an
unaffiliated third-party under the same or similar circumstances and the extent of the related party's interest in the transaction.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.

 Other
than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January
1, 2024 to which we have been a participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors,
executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing
persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control
and other arrangements, which are described in the section entitled " Executive Compensation." Described below are
certain other transactions with our directors, executive officers and stockholders.

 Since
January 1, 2024, Aureus Greenway has been party to the following material transactions and loans with (a) enterprises that directly or
indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Aureus Greenway; (b)
associates; (c) individuals owning, directly or indirectly, an interest in voting power that gives them significant influence over Aureus
Greenway, and close members of any such individual's family; (d) key management personnel, that is, those persons having authority
and responsibility for planning, directing and controlling Aureus Greenway's activities, including directors and senior management
and close members of such individuals' families; and (e) enterprises in which a substantial interest in the voting power is owned,
directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

 As
of the four years ended December 31, 2024, the Company owed two loans each dated April 24, 2014 for $1,447,739.16 and $1,307,619.69 made
by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung to us in connection with the acquisition of Kissimmee Bay and Remington
(the "2014 Loans"). Such loans to were made by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung ("Mr.
Y. C. Cheung", the father of Mr. C. P. Cheung and Mr. S. Cheung) in proportions of 50%, 40%, and 10% consisting of loans from (i)
Mr. S. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $723,869.58, and $653,809.85, respectively, (ii)
Mr. C. P. Cheung for an unsecured, non-interest-bearing loan with a principal balance of $579,095.66, and $523,047.87, respectively,
and (iii) Mr. Y. C. Cheung for an unsecured, non-interest-bearing demand loan with a principal balance of $ 144,773.91, and $ 130,761.97,
respectively. Both of the 2014 Loans were repayable upon the listing of our common stock on Nasdaq. For the twelve months ended December 31, 2024, (i) the largest aggregate
amount of principal outstanding with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung were for amounts of $472,271, $377,817,
and $94,454, respectively, and (ii) the amount of principal paid by each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung included
amounts equaling $115,000, $92,000, and $23,000, respectively. On March 11, 2025, March 12,
2025 and March 12, 2025 each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung repaid the principal balance of the 2014 loans
in the amounts of $357,272, $285,917 and $71,454, respectively. As of the date of this Report, we
had no outstanding balance with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung.

 On September 7,
2023, the Company entered into a loan facility agreement or the "Expense Loan" with Mr. S. Cheung for a loan facility of
up to $1,000,000. In January 2025, the principal amount due under the Expense Loan was increased by $100,000
to a principal amount of $1,100,000. The Expense Loan is interest free, repayable within
30 days from the date our shares were listed on Nasdaq or December 31, 2025, whichever is earlier. For the twelve months ended December 31, 2024 the largest aggregate amount
of principal outstanding under the Expense loan was $1,077,097. On February 19, 2025, 2025 Mr. S.
Cheung repaid the principal balance of the Expense Loan in the amount of $1,021,617. As of the date of this Report, we had no
outstanding balance under the Expense Loan with Mr.
S. Cheung.

 On
January 17, 2024, we issued (i) a total of 6,528,000 shares of common stock to Ace Champion Investments Limited (as to 5,440,000 shares
of common stock), and Trendy View Assets Management (as to 1,088,000 shares of common stock), for total consideration of $8,160, (ii)
a total of 10,000,000 shares of our Series A Preferred Stock to Ace Champion Investments Limited (as to 5,000,000 shares of Series A
Preferred Stock), Trendy View Assets Management ((a company formed under the laws of the British Virgin Islands, which is wholly-owned
by Mr. Y. C. Cheung and Ms. Chan Lee, parents of Mr. S. Cheung, and Mr. C. P. Cheung) as to 1,000,000 shares of Series A Preferred Stock)),
and Chrome Fields Asset Management LLC (as to 5,000,000 shares of Series A Preferred Stock), for total consideration of $10,000, and
(iii) 4,352,000 shares of common stock to Chrome Fields Asset Management LLC, in exchange for the right to receive 100 ordinary shares,
par value $1.00 of Pine Ridge Group Limited.

 On April 15, 2024, the Company entered into a
loan facility agreement in connection with the repayment of a Paycheck Protection Program due to the United States Small Business
Administration (the " 2024 Loan ") with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung in proportions
of 50%, 40%, and 10% for a loan facility of up to $500,000 consisting of loans from (i) Mr. S. Cheung for an unsecured,
non-interest-bearing loan with a principal balance of $250,000, (ii) Mr. C. P. Cheung for an unsecured, non-interest-bearing loan
with a principal balance of $200,000, and (iii) Mr. Y. C. Cheung for an unsecured, non-interest-bearing demand loan with a principal
balance of $50,000. The 2024 Loan was repayable upon the listing of our common stock on Nasdaq. For the twelve months ended December 31, 2024, the largest aggregate amount
of principal outstanding with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung were for amounts of $250,000, $200,000, and
$50,000, respectively On March 11, 2025, 2025, March
12, 2025, 2025 and March 12, 2025, 2025 each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Yick Chung Cheung repaid the principal
balance of the 2014 loans in the amounts of $250,000, $200,000, and $50,000, respectively. As of the date of
this Report, we had no outstanding balance with each of Mr. S. Cheung, Mr. C. P. Cheung and Mr. Y. C. Cheung under the 2024
Loan.

 Item 14. Principal Accounting Fees and Services.

 The
following table sets forth fees billed to us by our independent auditor for the years ended December 31, 2024 and 2023 for (i) services
rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements,
(ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements
that are not reported as audit fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

 SERVICES

 2024

 2023

 Audit fees

 $
 230,500

 $
 268,000

 Audit-related fees

 -

 -

 Tax fees

 3,000

 1,800

 All other fees

 -

 -

 Total fees

 $
 233,500

 $
 269,800

 Audit
fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual consolidated financial
statements and the review of our interim consolidated financial statements. Before our independent accountants were engaged to render
these services, their engagement was approved by our Directors.

 PART
IV

 Item 15. Exhibits and Financial Statement Schedules.

 (a)
 The
 following documents are filed as part of this report:

 (1)
 Financial
 Statements:

 The
audited balance sheet of the Company as of December 31, 2024, the related statements of operations and comprehensive loss, changes in
stockholders' equity and cash flows for the year then ended, the footnotes thereto, and the report of WWC, P.C., independent auditors,
are filed herewith.

 (2)
 Financial
 Schedules:

 None

 Financial
statement schedules have been omitted because they are either not applicable or the required information is included in the financial
statements or notes hereto.

 (3)
 Exhibits:

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

 (b)
 The
 following are exhibits to this Report and, if incorporated by reference, we have indicated
 the document previously filed with the SEC in which the exhibit was included.

 Certain
of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have
been made solely for the benefit of the parties to the agreement. These representations and warranties:

 may
 have been qualified by disclosures that were made to the other parties in connection with
 the negotiation of the agreements, which disclosures are not necessarily reflected in the
 agreements;

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

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

 Accordingly,
these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties
were made or at any other time. Investors should not rely on them as statements of fact.

 Exhibit
 Number

 Description

 3.1

 Articles of Incorporation (incorporated by reference Exhibit 3.1 to the Company's registration statement on Form S-1, filed with the SEC on June 20, 2024).

 3.2

 Certificate of Amendment to the Articles of Incorporation (incorporated by reference Exhibit 3.2 to the Company's registration statement on Form S-1, filed with the SEC on June 20, 2024).

 3.3

 Certificate of Designation of Series A Preferred Stock (incorporated by reference Exhibit 3.3 to the Company's registration statement on Form S-1, filed with the SEC on June 20, 2024).

 3.4

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

 10.1

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

 10.2

 Independent Director Offer Letter between the Company and Tang Kay Hwa (incorporated by reference Exhibit 10.2 to the Company's registration statement on Form S-1, filed with the SEC on June 20, 2024).

 10.3

 Independent Director Offer Letter between the Company and Jasmine Geffner (incorporated by reference Exhibit 10.3 to the Company's registration statement on Form S-1, filed with the SEC on June 20, 2024).

 10.4

 Agreement between the Company and SSS Down to Earth, LLC, dated April 1, 2019, as supplemented on December 19, 2023, and assigned on June, 14, 2024 (incorporated by reference Exhibit 10.4 to the Company's post-effective registration statement on Form S-1, filed with the SEC on December 19, 2024).

 10.5

 Employment Agreement, dated as of April 10, 2024, by and between Mr. ChiPing Cheung and Aureus Greenway Holdings Inc.

 10.6

 Employment Agreement, dated as of November 1, 2023, by and between Mr. Sam Wai Sing Lui and Aureus Greenway Holdings Inc.

 14.1

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

 14.2

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

 21.1

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

 24.1

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

 31.1

 Certification of Principal Executive Officer required by Rule 13a-14(a).

 31.2

 Certification of Principal Financial Officer required by Rule 13a-14(a).

 32.1

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

 97.1

 Compensation Recovery Policy

 101.
 INS

 101.
 SCH

 101.
 CAL

 101.
 DEF

 101.
 LAB

 101.
 PRE

 Cover

Information in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation
S-K because it is both (i) not material and (ii) the type the Company treats as private or confidential.

 +
Management contract or compensatory plan

 ITEM
16. FORM 10-K SUMMARY

 We
have elected not to provide a summary of the information provided in this annual report on Form 10-K.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 GREENWAY HOLDINGS INC.

 By:

 /s/
 ChiPing Cheung

 ChiPing
 Cheung

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 Sam Wai Sing Lui

 Sam
 Wai Sing Lui

 Chief
 Financial Officer

 (Principal
 Accounting Officer)

 Each
person whose signature appears below constitutes and appoints ChiPing Cheung and Sam Wai Sing Lui, jointly and severally, his or her
attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report
on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Capacity

 Date

 /s/
 ChiPing Cheung

 Chief
 Executive Officer and Director

 ChiPing
 Cheung

 (Principal
 Executive Officer)

 /s/
 Sam Wai Sing Lui

 Chief
 Financial Officer

 Sam
 Wai Sing Lui

 (Principal
 Accounting Officer)

 /s/
 Stephen ChiPing Cheung

 and Chairman of the Board of Directors

 Stephen
 ChiPing Cheung

 /s/
 Xinyue Jasmine Geffner

 Xinyue
 Jasmine Geffner

 /s/
 Kay Hwa Tang

 Kay
Hwa Tang

 /s/
 Joshua Tay

 Joshua
 Tay

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

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

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 F- 3

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

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

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

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To:

 The
 Board of Directors and Stockholders of

 Greenway Holdings Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Aureus Greenway Holdings Inc. and its subsidiaries (collectively the "Company")
as of December 31, 2024 and 2023 and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of
the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States
of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on our financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
WWC, P.C.

 WWC,
P.C.

 Certified
Public Accountants

 PCAOB
ID: 1171

 We
have served as the Company's auditor since 2023

 San
Mateo, California

 F- 2

GREENWAY HOLDINGS INC. AND SUBSIDIARIES

 CONSOLIDATED
BALANCE SHEETS

 AS
OF DECEMBER 31, 2024 AND 2023

 2024

 2023

 2024

 2023

 Assets

 Current assets

 Cash and cash equivalents

 $
 457,142

 $
 646,294

 Accounts receivable, net

 20,778

 36,299

 Short-term investment

 6,778

 -

 Inventories, net

 55,817

 55,704

 Deferred offering costs

 582,679

 252,964

 Other current assets

 2,078

 Total current assets

 1,125,272

 991,386

 Non-current assets

 Property and equipment, net

 3,083,923

 3,054,921

 Prepayment for acquisition of property and equipment

 -

 103,436

 Operating lease right-of-use assets

 363,296

 Deferred tax assets

 227,152

 236,130

 Total non-current assets

 4,086,621

 3,757,783

 Total Assets

 $
 5,211,893

 $
 4,749,169

 Liabilities and Stockholders' Equity

 Current liabilities

 Accounts payable and accrued liabilities

 $
 420,005

 $
 495,930

 Contract liabilities - deferred revenue

 162,226

 158,429

 Bank and other borrowings – current

 94,007

 135,970

 Operating lease liabilities – current

 195,115

 222,275

 Due to related parties

 2,532,160

 1,651,407

 Total current liabilities

 3,403,513

 2,664,011

 Non-current liabilities

 Bank and other borrowings - non-current

 98,371

 649,345

 Operating lease liabilities - non-current

 580,431

 141,021

 Deferred tax liabilities

 60,114

 48,156

 Total non-current liabilities

 738,916

 838,522

 Total Liabilities

 4,142,429

 3,502,533

 Commitments and contingencies (Note 13)

 -

 -

 Stockholder's Equity

 Preferred stock: 50,000,000 shares authorized; $ 0.001 par value,
 20,000,000 shares of series A preferred stock designated; 10,000,000 shares

 issued and outstanding as of December 31, 2024 and 2023

 Common stock: 450,000,000 shares authorized; $ 0.001 par value, 10,880,000 shares issued and outstanding as of December 31, 2024 and 2023

 Additional paid-in capital

 Subscription receivables

 ( 11,632
)

)

 Accumulated deficit

 ( 1,022,240
)

 ( 838,540
)

 Total Stockholder's Equity

 1,069,464

 1,246,636

 Total Liabilities and Stockholder's Equity

 $
 5,211,893

 $
 4,749,169

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

 F- 3

GREENWAY HOLDINGS INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

 (Expressed
in U.S. dollars, except for the number of shares)

 FOR
THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

 2024

 2023

 2022

 2024

 2023

 2022

 Golf operations

 2,443,178

 2,643,856

 2,310,615

 Sales of food and beverage

 648,738

 682,281

 517,694

 Sales of merchandise

 115,262

 138,450

 99,366

 Ancillary revenue

 91,183

 90,125

 80,979

 Total revenue

 3,298,361

 3,554,712

 3,008,654

 Operating costs:

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

 1,367,958

 1,189,889

 1,015,852

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

 186,602

 209,226

 167,614

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

 54,876

 92,675

 56,228

 Cost of sales

 54,876

 92,675

 56,228

 Salaries and benefits

 724,157

 683,941

 556,880

 201,113

 174,207

 163,371

 Other general and administration expenses

 945,687

 951,616

 580,463

 Total operating costs

 3,480,393

 3,301,554

 2,540,408

 (Loss) income from operations

 ( 182,032
)

 253,158

 468,246

 Other income (expense)

 Interest expense

 ( 25,550
)

 ( 30,393
)

 ( 36,196
)

 Other income

 44,818

 28,098

 8,900

 Total other income (expense), net

 19,268

 ( 2,295
)

 ( 27,296
)

 (Loss) income before income tax

 ( 162,764
)

 250,863

 440,950

 Income tax expenses (benefits)

 20,936

 ( 135,265
)

 117,757

 Net (Loss) Income

)

 Comprehensive (Loss) Income

)

 (Loss) earnings per common stock

 Basic and diluted

 ( 0.02
)

 0.04

 0.03

 Weighted average number of common stocks outstanding

 Basic and diluted

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

 F- 4

GREENWAY HOLDINGS INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

 capital

 receivables

 deficit

 Total

 Preferred Stock

 Common Stock

 Additional

 paid-in

 Subscription

 Accumulated

 capital

 receivables

 deficit

 Total

 Balance,
 December 31, 2021

)

 $
 ( 1,547,861
)

 $
 537,315

 Net income

 -

 -

 -

 -

 -

 -

 Balance, December 31, 2022

 $

 $

 $

 $
)

 $
 ( 1,224,668
)

 $
 860,508

 Net income

 -

 -

 -

 -

 -

 -

 Balance, December 31, 2023

 $

 $

 $

 $
)

 $
 ( 838,540
)

 $
 1,246,636

 Proceeds from stockholders
 for settlement of subscription receivables

 -

 -

 -

 -

 -

 6,528

 -

 6,528

 Balance

 $

 $

 $

 $
)

 $
 ( 838,540
)

 $
 1,246,636

 Net loss

 -

 -

 -

 -

 -

 -

)

)

 Net income (loss)

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2024

 $

 $

 $

 $
 ( 11,632
)

 $
 ( 1,022,240
)

 $
 1,069,464

 Balance

 $

 $

 $

 $
 ( 11,632
)

 $
 ( 1,022,240
)

 $
 1,069,464

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

 F- 5

GREENWAY HOLDINGS INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

 2024

 2023

 2022

 2024

 2023

 2022

 Cash Flows from Operating Activities:

 Net (loss) income

)

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

 201,113

 174,207

 163,371

 Unpaid director's remuneration

 110,000

 100,000

 30,000

 Changes in operating assets and liabilities:

 Accounts receivable

 15,521

 ( 7,080
)

 7,197

 Other current assets

 ( 1,953
)

 ( 125
)

 7,279

 Inventories

 ( 113
)

 3,658

 ( 33,742
)

 Deferred tax assets

 8,978

 ( 162,557
)

 99,765

 Accounts payable and accrued liabilities

 ( 75,925
)

 187,536

 ( 39,424
)

 Contract liabilities - deferred revenue

 3,797

 138,973

 Deferred tax liabilities

 11,958

 27,292

 17,992

 Net Cash Provided by Operating Activities

 89,676

 848,032

 576,256

 Cash Flows from Investing Activities:

 Purchase of property and equipment

 ( 126,679
)

 ( 147,953
)

 ( 207,582
)

 Prepayment for acquisition of property and equipment

 -

 ( 103,436
)

 -

 Short-term investment

 ( 6,778
)

 -

 -

 Net Cash Used in Investing Activities

 ( 133,457
)

 ( 251,389
)

 ( 207,582
)

 Cash Flows from Financing Activities:

 Proceeds from stockholders
 for settlement of subscription receivables

 6,528

 -

 -

 Proceeds from related party loan

 980,753

 520,964

 -

 Repayments to related party loan

 ( 210,000
)

 ( 1,035,100
)

 ( 466,000
)

 Proceeds from bank and other borrowings

 -

 181,721

 270,905

 Repayments of bank and other borrowings

 ( 592,937
)

 ( 58,121
)

 ( 169,686
)

 Deferred offering costs

 ( 329,715
)

 ( 252,964
)

 -

 Net Cash Used in Financing Activities

 ( 145,371
)

 ( 643,500
)

 ( 364,781
)

 Net change in cash and cash equivalents

 ( 189,152
)

 ( 46,857
)

 3,893

 Cash and cash equivalents, beginning of year

 646,294

 693,151

 689,258

 Cash and cash equivalents, end of year

 457,142

 646,294

 693,151

 Supplemental cash flow information:

 Cash paid for interest

 25,550

 30,393

 36,169

 Cash paid for tax

 -

 -

 -

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

 F- 6

GREENWAY HOLDINGS INC. AND SUBSIDIARIES

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1 - Organization and Business

 Business

Greenway Holdings Inc. (the "Company" or "Aureus") was incorporated on December 22, 2023 in the state of Nevada.
We conduct business activities principally through our wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging
in operation of golf course and selling of merchandise and food and beverages.

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

 Pine
Ridge Group Limited ("Pine Ridge") was acquired by Mr. Cheung Chi Ping from independent third parties on December 31, 2013.

 Chrome
Field I, Inc. ("Chrome I") was incorporated on December 24, 2013 in the State of Delaware. Chrome I the is sole member of
FSC Clearwater, LLC ("Clearwater I") which was incorporated in the State of Florida on January 21, 2014. Clearwater I owns
and operates Kissimmee Bay Country Club, a privately-owned golf course that is open to the general public.

 Chrome
Field II, Inc. ("Chrome II") was incorporated on April 13, 2014 in the State of Delaware. Chrome II the is sole member of
FSC Clearwater II, LLC ("Clearwater I") which was incorporated in the State of Florida on March 20, 2014. Clearwater II owns
and operates Remington Golf Club, a privately-owned golf course that is open to the general public.

 A
group reorganization of the legal structure was completed on January 17, 2024. As the Group were under same control of the shareholders
and their entire equity interests were also ultimately held by the shareholders immediately prior to the group reorganization, the consolidated
statements of operations and comprehensive (loss) income, consolidated statements of changes in stockholders' equity and consolidated
statements of cash flows are prepared as if the current group structure had been in existence throughout the years ended December 31,
2024, 2023 and 2022.

 F- 7

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

of Subsidiaries of Company

 Name

 Place
 and date of

 formation

 Ownership

 Principal
 activity

 Pine
 Ridge Group Limited

 ("Pine
 Ridge")

 British
 Virgin Islands ("BVI")

 100 %

 (directly)

 Investment
 holding

 Chrome
 Fields I, Inc.

 ("Chrome
 I")

 Delaware

 100 %

 (indirectly)

 Investment
 holding

 Chrome
 Fields II, Inc.

 ("Chrome
 II")

 Delaware

 100 %

 (indirectly)

 Investment
 holding

 FSC
 Clearwater, LLC

 ("Clearwater
 I")

 Florida

 100 %

 (indirectly)

 Operation
 of golf course and selling of food and beverages and merchandise (Kissimmee Bay Country Club)

 FSC
 Clearwater II, LLC

 ("Clearwater
 II")

 Florida

 100 %

 (indirectly)

 Operation
 of golf course and selling of food and beverages and merchandise (Remington Golf Club)

 Initial
Public Offering

 On
February 13, 2025, the Company announced the closing of its initial public offering ("IPO") of 3,000,000 shares
of common stock, US$ 0.001 par
value per stock share at an offering price of US$ 4.00 per
stock share for a total of US$ 12,000,000 in
gross proceeds. The Company raised total net proceeds of approximately US$ 10.6 million
after deducting underwriting discounts and commissions and offering expenses. The common stock of the Company began trading on the
Nasdaq Capital Market afterwards under the ticker symbol "AGH".

 Note
2 - Summary of Significant Accounting Policies

 Basis
of Presentation and Basis of Consolidation

 The
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The consolidated
financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.
All significant inter-company transactions and balances between members of the Group are eliminated upon consolidation.

 F- 8

 Emerging
growth company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period, which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.

 This
may make comparison of the Company's financial statements with another public company, which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

 Use
of Estimates and Assumptions

 The
preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made
by management include allowance for expected credit loss, allowance for deferred tax assets, the useful lives and impairment assessment
of property and equipment and estimated incremental borrowing rate of lease. Actual results could differ from those estimates as the
current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include cash at bank and demand deposits which have original maturities less than three months and are unrestricted
as to withdrawal or use. As of December 31, 2024 and 2023, the Company had cash of $ 457,142 and $ 646,294, respectively, and did not have
cash equivalents.

 Periodically,
the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 per institution. The
amount in excess of the Federal Deposit Insurance Corporation insurance as of December 31, 2024, was approximately $ 66,524. The Company
has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the
credit risk with regard to these deposits is not significant.

Receivable, net

receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise
and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either
within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts
of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment
through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for
expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records
an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation,
future economic situation consideration and considers the aging of the accounts receivable balances combined with management's
estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect
a receivable have failed. As of December 31, 2024 and 2023, the Company had no allowance for expected credit losses due to no experiences
on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding
accounts receivable as of December 31, 2024 and 2023 were subsequently settled before this report date.

 F- 9

 Short term investment

 Short term investment represents the investment in
money market funds which comprise of U.S. short-term treasury bills with fixed return of dividends and interests. The short term investment
was recognized at fair value with the change in dividend and interest income crediting the statements of operations once credited to the
money account. The short term investment was measured at level 1 fair value and there was no change in the level hierarchy during the
year.

 Inventories,
net

 Our
inventories consist of merchandise goods such as golf balls, gloves, men's wear and women's wears, food and beverages and
we value inventories using the lower first-in, first-out ("FIFO") method and net realizable value, which is generally based
on the selling price expectations of the merchandise goods. We regularly review inventories to determine if the carrying value of the
inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable
value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions,
business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or slow-moving merchandise. For foods
and beverages, the turnaround time is short, usually within one to two weeks. For the merchandise goods, all goods are aged less than
one year and the Company will offer discounts to customers to boost the selling but higher than that of purchase price. As of December
31, 2024 and 2023, no obsolescent goods were noted.

 Deferred
offering costs

 The
Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A —
"Expenses of Offering". Deferred offering costs consist of underwriting, legal and other expenses incurred through the balance
sheet date that are directly related to the intended initial public offering ("IPO"). Deferred offering costs will be charged
to stockholders' equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these
deferred offering costs, as well as additional expenses to be incurred, will be charged to statements of operations. As of December 31,
2024 and 2023, the Company deferred $ 582,679 and $ 252,964 of offering costs. Such costs will be deferred until the closing of the IPO,
at which time the deferred costs will be offset against the offering proceeds and recognized in equity of the Company.

 Property
and Equipment, net

 Property
and equipment, net are stated at cost less accumulated depreciation and any impairment losses.
Property and equipment, consisting of land, buildings and recreational facilities, properties improvements, equipment, furniture and
fixture. We capitalize costs that materially add value and appreciably extend the useful life of an asset. With respect to golf
course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the
addition of new trees, sand traps, fairways or greens are capitalized while replacements, maintenance
and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Land is not depreciated.

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

of Property and Equipment Estimated Useful Lives

 Depreciable land improvements

 15 years

 Building and recreational facilities

 39 years

 Properties improvements

 5 - 7 years

 Equipment, furniture and fixture

 5 - 7 years

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

 Impairment
for Long-Lived Assets

 Long-lived
assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying
value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future
cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent
that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less
than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset
and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment,
are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce
the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate,
to comparable market values. As of December 31, 2024 and 2023, no impairment of long-lived assets was recognized.

 F- 10

 Fair
Value of Financial Instruments

 The
Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as
for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price,
or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes
the use of unobservable inputs to value its financial instruments:

 Level
 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

 Level
 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

 Level
 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values
 are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which
 the determination of fair value requires a significant judgment or estimation.

 Financial
instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair
value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety
requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or
estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial
amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market
exchange.

 The
carrying amounts shown of the Company's financial instruments including cash and cash equivalents, accounts receivable, other current
assets, accounts payable, accrued liabilities, current portion of bank and other borrowings and lease liabilities and amount due to related
parties are approximate fair value due to their short-term nature. Non-current portion of bank and other borrowings and lease liabilities
have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms,
credit risk and remaining maturities. The changes in fair value as a result of the Group's own non-performance risk for bank and
other borrowings and lease liabilities as of December 31, 2024 and 2023 were assessed to be insignificant.

 Leases

 ASC
842 supersedes the lease requirements in ASC 840 "Leases", and generally requires lessees to recognize operating and finance
lease liabilities and corresponding right-of-use ("ROU") assets on the balance sheet and to provide enhanced disclosures
surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of December
31, 2024 and 2023 are accounted for as operating leases.

 ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease
payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate
based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.
The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate
the lease when it is reasonably certain that we will exercise that option.

 F- 11

 Any
lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU
assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense
is recorded on a straight-line basis over the lease term.

 The
Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would
have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment
(the "incremental borrowing rate" or "IBR").The Company determines the appropriate IBR by identifying a reference
rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

 Accrued
Liabilities

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

 Bank
and Other Borrowings

 Borrowings
are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference
between the proceeds (net of transaction costs) and the redemption amount is recognized in statements of operations over the period of
the borrowings using the effective interest method.

 Related
Parties

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

 Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject
to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

 The
details of related party transactions during the years ended December 31, 2024, 2023 and 2022 and balances as of December 31, 2024 and
2023 are set out in Note 8.

Recognition

 All
revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance
with Accounting Standards Codification ("ASC") 606 in a manner that reasonably reflects the delivery of its services and
products to customers in return for expected consideration and includes the following elements:

 executed
 contracts with the Company's customers that it believes are legally enforceable;

 identification
 of performance obligations in the respective contract;

 determination
 of the transaction price for each performance obligation in the respective contract;

 allocation
 the transaction price to each performance obligation; and

 recognition
 of revenue only when the Company satisfies each performance obligation.

 The
Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when,
or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration
the Company expects to be entitled to in exchange for those goods or services ("transaction price"). To the extent the transaction
price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction
price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction
price if, in the Company's judgment, it is probable that a significant future reversal of cumulative revenue under the contract
will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction
price are based largely on an assessment of the Company's anticipated performance and all information that is reasonably available.
The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts
from revenues.

 F- 12

 In
addition, the Company defers certain costs to fulfill the Company's contracts with customers to the extent such costs relate directly
to the contracts, are expected to generate resources that will be used to satisfy the Company's performance obligations under the
contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as
the Company satisfies the related performance obligations.

from golf operations

 There
are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a
period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time
payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens.
The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and
the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in
advance.

 The
Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company
to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round
on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company
recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable.
Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred
revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially
similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the
customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the
annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration.
There is no contract asset related to these annual green fee subscriptions. As of December 31, 2024 and 2023, the Company recorded contract
liabilities - deferred revenue of $ 162,226 and $ 158,429, respectively.

 One-time
green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf
subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management
believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased
separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of
the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather
is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and
take payment from the patron. The one-time green fees are fixed and there is no variable consideration.

 Sales
of merchandise, food and beverage

 Golf
course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses.
Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise
or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing
or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery
is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point
in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.

 F- 13

revenue

revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments
and lease of golf club to individuals for one day playing golf in the Company's golf course. The revenue was recognized upon services
were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse
and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when
service was rendered or no show after booking. Deposit received is non-refundable.

 Operating
Costs

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

 Other
General and Administrative Expense

 Other
General and administrative expense consists of audit fees for initial public offering, costs associated with corporate and administrative
functions that support development and operations.

 Income
Tax

 The
Company accounts for income tax using the asset and liability method prescribed by ASC 740, "Income Taxes". Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and
liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company
records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date.

 The
Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using
that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities.

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

 The
Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related
to uncertain income tax positions were recorded during the years ended December 31, 2024, 2023 and 2022, respectively.

 (Loss)
Earnings Per Share

 The
Company computes (loss) earnings per share, or EPS, in accordance with ASC Topic 260, Earnings per Share ("ASC
260"). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net (loss) income divided by the
weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the
potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the
periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase
income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31,
2024, 2023 and 2022, there were no
dilutive shares.

 F- 14

 Segment
Information

 ASC
Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the
Company's internal organizational structure as well as information about geographical areas, business segments and major customers
in financial statements for details on the Company's business segments. The Company uses the "management approach"
in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's
chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's
reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different
products or services. Based on management's assessment, the Company has determined that it has only one operating segment. All
assets of the Company are located in Florida and all revenue is generated from Florida.

 Commitments
and Contingencies

 In
the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business
that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such
contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company
may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

 Recently
Issued Accounting Pronouncements

 In
October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative." This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements
into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation
requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC's existing disclosures
with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC's
regulations. For entities subject to the SEC's existing disclosure requirements and for entities required to file or furnish financial
statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual
restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from
its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed
the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity.
We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

 F- 15

 In
November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures."
The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures
about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief
operating decision mark (CODM), an amount for other segment items by reportable segment and a description of its composition, all annual
disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the
reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure
that is most consistent with the measurement principles used in an entity's consolidated financial statements. Lastly, this ASU
requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU
and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively.
We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

 In
December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures, which provides guidance
on the requirements such as the requirement that public business entities on an annual basis (1) disclose specific categories in the
rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. For public business
entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than
public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. Early adoption
is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied
prospectively. Retrospective application is permitted. We are currently evaluating the impact the adoption of ASU 2023-09 will have on
its consolidated financial statements and related disclosures.

 In
November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation
Disclosures ("ASU 2024-03"). This update requires, among other things, more detailed disclosure about types of expenses in
commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve
the disclosures about an entity's expenses including purchases of inventory, employee compensation, depreciation and amortization.
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after
December 15, 2027. The Company is currently evaluating the impact of the on its consolidated financial statements and related disclosures.

 Except
as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted,
would have a material effect on the consolidated balance sheets, statements of operations and comprehensive (loss) income and statements
of cash flows.

 F- 16

 Note
3 – Inventories, net

 As
of December 31, 2024 and 2023, the inventories of finished goods consisted of the following:

of Inventories

 2024

 2023

 2024

 2023

 Merchandise goods

 $
 31,114

 $
 34,336

 Food and beverage

 24,703

 21,368

 Inventories gross

 55,817

 55,704

 Less: Impairment of obsolete goods

 -

 -

 Inventories, net

 $
 55,817

 $
 55,704

 Note
4 – Property and Equipment, net

 As
of December 31, 2024 and 2023, the property and equipment consisted of the following:

of Property and Equipment

 2024

 2023

 2024

 2023

 Land

 $
 444,906

 $
 444,906

 Buildings and recreational facilities

 2,262,814

 2,242,904

 Properties improvements

 1,939,018

 1,790,213

 Furniture and equipment

 190,288

 128,888

 Property plant and equipment, gross

 4,837,026

 4,606,911

 Less - accumulated depreciation

 ( 1,753,103
)

 ( 1,551,990
)

 Total property plant
 and equipment - net

 $
 3,083,923

 $
 3,054,921

 Depreciation expenses for the years ended December
31, 2024, 2023 and 2022, were $ 201,113, $ 174,207 and $ 163,371, respectively.

 Note
5 – Accounts Payables and Accrued Liabilities

 As
of December 31, 2024 and 2023, the accounts payable and accrued liabilities consisted of the following:

of Accounts Payable and Accrued Liabilities

 2024

 2023

 2024

 2023

 Accounts payable

 $
 207,947

 $
 329,655

 Credit cards payables

 22,897

 49,019

 Sales tax payable

 21,636

 20,050

 Property tax payable

 102,483

 97,206

 Accrued expenses

 65,042

 -

 Accounts payable and
 accrued liabilities

 $
 420,005

 $
 495,930

 F- 17

 Note
6 – Bank and Other Borrowings

 As
of December 31, 2024 and 2023, the bank and other borrowings consisted of the following:

 Schedule of Bank
and Other Borrowings

 Principal

 Fixed Interest

 Initiation date

 Loan No.

 Maturity date

 Rate

 2024

 2023

 May 13, 2020

 #1

 $
 500,000

 April 13, 2050

 3.75
 %

 $
 -

 $
 488,961

 May 17, 2022

 #2

 $
 25,050

 August 1,2025

 5.50
 %

 5,022

 13,975

 September 9, 2022

 #3

 $
 150,000

 September 9, 2025

 6.75
 %

 40,438

 91,202

 August 1, 2023

 #4

 $
 87,199

 July 1, 2031

 6.50
 %

 66,413

 74,089

 November 13, 2023

 #5

 $
 120,000

 November 13, 2026

 9.25
 %

 80,505

 117,088

 Total loans payable

 192,378

 785,315

 Current portion

 ( 94,007
)

 ( 135,970
)

 Non-current portion

 $
 98,371

 $
 649,345

 Notes:

 (1)

 Loan
 #1 is guaranteed by Cheung Chi Ping ("Mr. Cheung"), director of the Company, and Chrome I and secured by all intangible
 and tangible personal property of Mr. Cheung.

 (2)

 Loan
 #2 is secured by the land of the golf course of the Company.

 (3)

 Loan
 #3 is secured by the buildings of the golf clubs of the Company.

 (4)

 Loan
 #4 is secured by the golf course of the Company and repayable in eight years

 (5)

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

the years ended December 31, 2024, 2023 and 2022, the Company recognized interest expenses of $ 25,550, $ 30,393
and $ 36,196, respectively.

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

of Future Minimum Payment Under Bank and Other Borrowings

 Year ending December 31,

 Total

 2025

 $
 94,204

 2026

 49,205

 2027

 9,501

 2028

 10,138

 2029

 10,817

 Thereafter

 18,513

 Total bank and other borrowings

 $
 192,378

 Note
7 – Leases

the years ended December 31, 2024, 2023 and 2022, the Company had six operating agreements for a period of 4
years to 5
years. The leases were for corporate office, golf carts and golf equipment.

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

of Lease Expense

 2024

 2023

 Years Ended December 31,

 2024

 2023

 2022

 Operating lease cost

 $
 247,109

 $
 230,865

 $

 183,382

 F- 18

 Supplemental
cash flow information related to leases was as follows:

of Supplemental Cash Flow Information Related to Leases

 2024

 2023

 Years Ended December 31,

 2024

 2023

 2022

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating leases

 $
 247,109

 $
 230,865

 $

 183,382

 Weighted average discount rate

 4.95
 %

 3.44
 %

 3.26

 %

 Weighted average remaining lease term (years)

 4.26

 2.08

 2.85

 Supplemental
balance sheet information related to leases was as follows:

of Supplemental Balance Sheet Information Related to Leases

 2024

 2023

 2024

 2023

 Operating lease right-of-use asset

 $

 $
 363,296

 Operating lease liabilities:

 Current portion

 195,115

 222,275

 Non-current portion

 580,431

 141,021

 Operating lease liability

 $

 $
 363,296

 Future
minimum lease payments under operating leases as of December 31, 2024 were as follows:

of Future Minimum Lease Payments Under Operating Leases

 Year ending December 31,

 2025

 $
 228,430

 2026

 200,125

 2027

 161,880

 2028

 161,880

 2029

 107,920

 Total future minimum lease
 payments

 $
 860,235

 Less imputed interest

 ( 84,689
)

 Operating lease liabilities

 $

 Note
8 – Related Party Transactions

 Relationships
with related parties

 Name

 Relationship

 Mr.
 Cheung Ching Ping

 Shareholder
 of the Company

 Mr.
 Cheung Chi Ping

 Shareholder
 and Director of the Company

 Mr.
 Cheung Yick Chung

 Shareholder
 of the Company

 F- 19

 Amounts
due to related parties

 Amounts
due to related parties consists of the following:

of Amount Due to Related Parties

 Name

 Nature

 2024

 2023

 Mr. Cheung Ching Ping

 Interest-free listing expense loans (1)

 $
 1,021,617

 $
 520,964

 Mr. Cheung Ching Ping

 607,272

 472,272

 Mr. Cheung Chi Ping

 485,917

 377,817

 Mr. Cheung Chi Ping

 Director's remuneration (3)

 295,900

 185,900

 Mr. Cheung Yick Chung

 121,454

 94,454

 $
 2,532,160

 $
 1,651,407

 Notes:

 (1)

 On
 September 7, 2023, Mr. Cheung Ching Ping, a shareholder of the Company, entered into a loan facility agreement with the Company that
 Mr. Cheung Ching Ping agreed to pay the listing expenses incurred for the initial public offering in Nasdaq on behalf of the Company
 before listing with a maximum principal amount of $ 1,000,000
 which was then increased to $ 1,100,000 in January 2025. Pursuant to the facility agreement, the loan is interest-free, unsecured and
 repayable on the earlier of within 30 days from the date the Company's common stock listed on Nasdaq, or December 31, 2025. As of December 31, 2024 and 2023,
 amount of listing expenses paid by Mr. Cheung Ching Ping on behalf of the Company was $ 1,021,617
 and $ 520,964.

 (2)

 On
 April 24, 2014, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung entered into two shareholders' loan agreements
 with Chrome Field I, Inc. and Chrome Field II, Inc., wholly-owned subsidiaries of the Company, respectively. Pursuant to the shareholders'
 loan agreements, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung agreed to grant shareholders' loans at
 principal amounts of $ 1,307,619.69 and $ 1,447,739.16 to Chrome Field I, Inc. and Chrome Field II, Inc., respectively, in a proportion
 of 50 %, 40 % and 10 %, respectively, in connection with the acquisition of Kissimmee Bay and Remington in 2014. Pursuant to the shareholders'
 loan agreements, the loans are interest-free, unsecured and to repayable on demand. As of December 31, 2024, amount of outstanding
 shareholders' loans owned by the Company to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $ 607,272,
 $ 485,917 and $ 121,454, respectively. As of December 31, 2023, amount of outstanding shareholders' loans owned by the Company
 to Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung was $ 472,272, $ 377,817 and $ 94,454, respectively.

 (3)

 For
 the sake of compensating Mr. Cheung Chi Ping's involvement in the daily operations and management of golf operations of the
 Company, director's remuneration was granted by the Company every year based on the performance of the Company. For the years
 ended December 31, 2024 and 2023, the Company charged $ 110,000 and $ 110,000, respectively, as director's remuneration to Mr.
 Cheung Chi Ping and recognized under salaries and benefits on the statements of operations. The balance is interest-free, unsecured
 and repayable on demand. As of December 31, 2024 and 2023, outstanding director's remuneration was $ 295,900 and $ 185,900, respectively.

 Mr.
Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung signed an undertaking that no demand on repayment from the Company since
December 31, 2022 and all the outstanding balances, other than the director's remuneration of $ 295,900 to Mr. Cheung Chi Ping and
expected to be settled within one year, were fully settled in subsequent between February and March 2025.

 Note
9 – Revenue

 Revenues
disaggregated by major revenue streams and timing of revenue recognition for the years months ended December 31, 2024, 2023 and 2022
are disclosed in the table below:

of Disaggregation of Revenue

 2024

 2023

 2022

 Years ended December 31

 2024

 2023

 2022

 Over time:

 Golf operations – annual subscription green fees

 $
 303,542

 $
 168,723

 $
 230,874

 Point in time:

 Golf operations – one-time green fees

 2,139,636

 2,475,133

 2,079,741

 Sales of food and beverage

 648,738

 682,281

 517,694

 Sales of merchandise

 115,262

 138,450

 99,366

 Ancillary revenue

 91,183

 90,125

 80,979

 Total revenue - Point in
 time

 2,994,819

 3,385,989

 2,777,780

 Total revenue

 $
 3,298,361

 $
 3,554,712

 $
 3,008,654

 F- 20

 Note
10 – Stockholders' Equity

 Preferred
stock

 The
Company has authorized 50,000,000 shares of preferred stock with a par value of $ 0.001. 20,000,000 preferred shares have been designated.

 Series
A Preferred Stock

 The
Company has designated 20,000,000 preferred shares, par value $ 0.001, as Series A Preferred Stock. Initially, holders of series A preferred
stock would have 20 voting rights for each series A preferred stock on any matter which action of the stockholders of the corporation
is sought. The series A preferred stock will vote together with the common stock. Common stock and series A preferred stock are not convertible
into each other. Holders of series A preferred stock are not entitled to receive dividends. The series A preferred stock does not have
liquidation preference over the Company's common stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.

 On
January 17, 2024, 5,000,000 shares of Series A Preferred Stock was issued to Ace Champion, 4,000,000 shares of Series A Preferred Stock
was issued to Chrome Fields Asset Management LLC, wholly-owned by Mr. Cheung Chi Ping and 1,000,000 shares of Series A Preferred Stock
was issued to Trendy View, at an aggregate cash consideration of $ 10,000. As a result, as of December 31, 2024, 2023 and 2022, 10,000,000
shares of Series A Preferred Stock are issued and outstanding. This has been retrospectively reflected in the consolidated financial
statements as discussed in Note 1

 Common
stock

 The
Company has authorized 450,000,000 shares of common stock with a par value of $ 0.001 per share. Each share of common stock entitles the
holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought.

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

 On
January 17, 2024, the Company allotted 6,800,000 shares of common stock at par value $ 0.001 of the Company to Ace Champion Investments
Limited ("Ace Champion"), a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung
Ching Ping, brother of Mr. Cheung Chi Ping; and the Company allotted 1,360,000 shares of common stock at par value $ 0.001 to Trendy View
Assets Management ("Trendy View"), a company formed under the laws of the British Virgin Islands, which is wholly-owned by
Mr. Cheung Yick Chung and Ms. Chan Lee, parents of Mr. Cheung Chi Ping. Total consideration for the subscription was $ 8,160. Mr. Cheung
Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are collectively considered as Mr. Cheung's family.
After the allotment, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are ultimately holding 50 %,
 40 % and 10 % of the common stock of the Company.

 On
June 11, 2024, the Board of Directors approved to effect a 1.25-for-1 reverse stock split for the issued common stocks, such that every
holder of 1.25 shares of common stock of the Company shall receive 1 share of common stock resulting in the issued common stocks to be
 10,880,000 which are being held by Ace Champion of 5,440,000 shares of common stock, Chrome Fields of 4,352,000 shares of common stock
and Trendy View of 1,088,000 shares of common stock.

 As
a result, as of December 31, 2024 and 2023, 10,880,000 shares of common stock are issued and outstanding. All the above transactions
have been retrospectively reflected in the consolidated financial statements as discussed in Note 1.

 F- 21

 Note
11 – Income Tax

 The
Company provides for income tax under ASC 740, "Income Taxes" under the asset and liability method of ASC 740, deferred tax
assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities
and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax assets through future operations.

 The
Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition,
upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.

 The
components of the Company's deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of
 21 % and state of Florida tax rate of 5.5 % to the income tax amount recorded for the years ended December 31, 2024, 2023 and 2022 are
as follows:

 Taxation
in the statements of income represents:

Of Taxation In The Statements Of Income

 2024

 2023

 2022

 2024

 2023

 2022

 Tax provision for the year:

 Current

 -

 -

 -

 Deferred

 Federal statutory tax

 - Deferred tax assets

 - recognition of prior year NOLs

 -

 ( 217,364
)

 -

 - utilization of NOLs brought forward

 8,632

 24,587

 75,512

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

 -

 66,300

 -

 - Deferred tax liabilities

 - recognition for the year

 7,959

 19,115

 17,685

 Deferred tax assets Liabilities

 16,591

 ( 107,362
)

 93,197

 State of Florida tax

 - Deferred tax assets

 - recognition of prior year NOLs

 -

 ( 56,711
)

 -

 - utilization of NOLs brought forward

 7,025

 24,253

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

 -

 13,606

 -

 - Deferred tax liabilities

 - recognition for the year

 3,999

 8,177

 Deferred tax assets Liabilities

 4,345

 ( 27,903
)

 24,560

 Total income tax expenses (benefits)

 20,936

 ( 135,265
)

 117,757

 F- 22

 A
reconciliation of the effective income tax rates reflected in the accompanying consolidated statements of income to the federal
statutory rate of 21 % for the years ended December 31, 2024, 2023 and 2022 is as follows:

 Schedule Of Reconciliation Of Statutory Federal Income Tax Rate And Effective Income Tax Rate

 2024

 2023

 2022

 2024

 2023

 2022

 Federal statutory tax rate

 21.0
 %

 21.0
 %

 21.0
 %

 Effect of state of Florida tax

 5.5
 %

 11.5
 %

 5.6
 %

 Effect of state of Nevada tax *

 ( 38.5
)%

 22.4
 %

 0.0
 %

 Effect of BVI tax

 0.0
 %

 0.0
 %

 0.0
 %

 Permanent difference

 ( 0.9
)%

 0.4
 %

 0.1
 %

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

 0.0
 %

 ( 86.6
)%

 0.0
 %

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

 0.0
 %

 ( 22.6
)%

 0.0
 %

 Effective tax rate

 ( 12.9
)%

 ( 53.9
)%

 26.7
 %

 *

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

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

 Schedule of Deferred Tax Assets and Liabilities

 2024

 2023

 As of December 31

 2024

 2023

 Deferred tax liabilities:

 Accelerated depreciation

 Federal statutory tax:

 Beginning of the period/year

 $
 40,173

 $
 21,058

 Recognized during the period/year

 7,959

 19,115

 End of the period/year

 48,132

 40,173

 State of Florida tax:

 Beginning of the period/year

 7,983

 ( 194
)

 Recognized during the period/year

 3,999

 8,177

 End of the period/year

 11,982

 7,983

 Deferred tax liabilities

 $
 60,114

 $
 48,156

 Deferred tax assets:

 Net operating losses

 Federal statutory tax:

 Beginning of the period/year

 $
 195,391

 $
 68,914

 Recognized during the period/year

 -

 217,364

 Utilized during the period/year

 ( 8,632
)

 ( 90,887
)

 End of the period/year

 186,759

 195,391

 State of Florida tax:

 Beginning of the period/year

 $
 40,739

 4,659

 Recognized during the period/year

 -

 56,711

 Utilized during the period/year

 ( 346
)

 ( 20,631
)

 End of the period/year

 40,393

 40,739

 Less: valuation allowance

 -

 -

 Deferred tax assets, net

 $
 227,152

 $
 236,130

 The
Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which
the net operating loss and temporary difference can be utilized.

 As
of December 31, 2024 and 2023, the Company had $ 857,177
and $ 891,057, respectively, of NOLs which can be carried forward indefinitely.

 The
NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code
Section 382.

 F- 23

 Note
12 – Risk and Uncertainties

 Credit
Risk

 The
Company's principal financial assets are cash and cash equivalents and accounts receivables. The Company's credit risk is
primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses
on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to
these deposits is not significant.

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

 The
Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk
by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses
with existing customers. Since all accounts receivable as of December 31, 2024 and 2023 are aged within one year and collected all receivables
subsequent to year end, minimum credit risk was noted for accounts receivable.

 Vendor
concentration risk

 As
of December 31, 2024 and 2023, the Company owed 84 % and 85 % of accounts payable to a key supplier, respectively.

 For
the years ended December 31, 2024, 2023 and 2022, one vendor accounted for 31 %, 29 %
and 32 %
of our total operating costs, respectively. No other vendor accounts for more than 10 %
of our total operating costs for the years ended December 31, 2024, 2023 and 2022, respectively.

 Interest
rate risk

 Interest
rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.

 Liquidity
risk

 Liquidity
risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company's reputation.

 Typically,
the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including
through operations and financial support from our stockholders and financial institutions. We are continuing to focus on improving operational
efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact
of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Our ability to continue as a going concern is
dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current
and future liquidity needs.

 Note
13 – Commitments and Contingencies

 Lease
Commitments

 We
entered into operating leases for corporate office, golf carts and golf equipment for terms of four to five years. Our commitments for
minimum lease payment under these operating leases as of December 31, 2024 are listed in section "Note 7 — "Leases".

 Litigation

 From
time to time, we are involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available
information, we do not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably
possible to have a material adverse effect on our financial position, results of operations or cash flows. However, litigation is subject
to inherent uncertainties and our view of these matters may change in the future. We record a liability when it is both probable that
a liability has been incurred and the amount of the loss can be reasonably estimated. We review the need for any such liabilities on
a regular basis.

 Note
14 – Subsequent Events

 The
Company evaluated all events and transactions that occurred after December 31, 2024 up through March 28, 2025, which is the date that
these consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure
in these consolidated financial statements other than disclosed below.

 On
February 13, 2025, the Company announced the closing of its IPO of 3,000,000
shares of common stock, US$ 0.001
par value per stock share at an offering price of US$ 4.00
per stock share for a total of US$ 12,000,000
in gross proceeds. The Company raised total net proceeds of approximately US$ 10.6
million after deducting underwriting discounts and commissions and offering expenses.

 F- 24