Aureus Greenway Holdings Inc

Previous wording

The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2025, and results of operations and cash flows for the three months ended March 31, 2025 and 2024. The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.

Current wording

The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of June 30, 2025, and results of operations and cash flows for the six months ended June 30, 2025 and 2024. The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.

Previous wording

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.

Current wording

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. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment and estimated incremental borrowing rate of lease. Actual results may differ from these estimates.

Previous wording

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 March 31, 2025 and December 31, 2024, the Company recorded contract liabilities - deferred revenue of $225,670 and $162,226, respectively.

Current wording

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 June 30, 2025 and December 31, 2024, the Company recorded contract liabilities - deferred revenue of $154,386 and $162,226, respectively.

Previous wording

Revenues disaggregated by major revenue streams for the three months ended March 31, 2025 and 2024 are disclosed in the table below:

Current wording

Revenues disaggregated by major revenue streams for the three months and six months ended June 30, 2025 and 2024 are disclosed in the table below:

Previous wording

Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $225,264 or 14% was mainly due to the decrease in all revenue stream.

Current wording

Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall decrease in revenue period over period by $271,569 or 12% was mainly due to the decrease in all revenue streams.

Previous wording

One-time green fees from golf operations accounted for 75% and 74% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Decrease in one-time green fees by 13% resulted from the decrease in total number of rounds by 4% from approximately 23,000 rounds during the three months ended March 31, 2024 to approximately 22,000 rounds during the three months ended March 31, 2025 as well as the decrease in average price per round by 8% from $49 per round for the three months ended March 31, 2024 to $45 per round for the three months ended March 31, 2025 due to lower was offered to the players as a result of less tourists visiting Florida during the current period because of the inflation.

Current wording

One-time green fees from golf operations accounted for 67% and 69% of total revenue for the six months ended June 30, 2025 and 2024, respectively. Decrease in one-time green fees by 15% resulted from the decrease in total number of rounds by 11% from approximately 36,000 rounds during the six months ended June 30, 2024 to approximately 32,000 rounds during the six months ended June 30, 2025 as well as the decrease in average price per round by 5% from $42 per round for the six months ended June 30, 2024 to $40 per round for the six months ended June 30, 2025 due to lower price was offered to the players as a result of less tourists visiting Florida during the current period because the inflation hinders the customers sentiment to play golf. The decrease in revenue was also due to one of our golf courses, Remington Golf Club, was closed for renovation since mid-May in 2025, in which the number of rounds for Remington Golf Club decreased by 17% in the second quarter.

Previous wording

Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The decrease by $7,277 or 20% was mainly due to decrease in demand for rental services for activities and events during the three months ended March 31, 2025.

Current wording

Ancillary revenue mainly represented the equipment and facilities rental, including the lease of our clubhouse and lease of golf club to our customers. The decrease by $7,657 or 14% was mainly due to the decrease in demand for rental services for activities and events during the six months ended June 30, 2025.

Previous wording

Revenue from golf operations decreased by $191,941 or 16% from $1,220,881 for the three months ended March 31, 2024 to $1,028,940 for the three months ended March 31, 2025, which was driven by the decrease in both one-time green fees from golf operations by $151,884 or 13% and annual membership dues from golf operations by $40,057 or 54%.

Current wording

Revenue from golf operations decreased by $42,860 or 9% from $458,728 for the three months ended June 30, 2024 to $415,868 for the three months ended June 30, 2025, which was driven by the decrease in one-time green fees from golf operations by $77,755 or 20% and offset by an increase in annual membership dues from golf operations by $34,895 or 46%.

Previous wording

Decrease in revenue from sales of food and beverage by $19,458 or 8% from $245,261 for the three months ended March 31, 2024 to $225,803 for the three months ended March 31, 2025, which was contributed by the decrease in quantities sold by 8% from approximately 40,000 for the three months ended March 31, 2024 to approximately 37,000 for the three months ended March 31, 2025 and the average unit price remained stable at $2 per unit for the three months ended March 31, 2024 and $2 for the three months ended March 31, 2025. The decrease in quantity sold was in line with decrease in golf operations.

Current wording

Increase in revenue from sales of food and beverage by $763 or 1% from $146,824 for the three months ended June 30, 2024 to $147,587 for the three months ended June 30, 2025, which was contributed by the increase in average unit price by 17% from $6 per unit for the three months ended June 30, 2024 to $7 for the three months ended June 30, 2025, being offset by the decrease in quantities sold by 4% from approximately 23,000 for the three months ended June 30, 2024 to approximately 22,000 for the three months ended June 30, 2025. The decrease in quantity sold was in line with decrease in golf operations.

Previous wording

Decrease in revenue from sales of merchandise by $6,588 or 13% from $51,092 for the three months ended March 31, 2024 to $44,504 for the three months ended March 31, 2025, which was contributed by the decrease in sales of golf balls, men’s and ladies’ wear and gloves by 13% as a result of the decrease in sales to customers playing golf during the three months ended March 31, 2025.

Current wording

Decrease in revenue from sales of merchandise by $3,828 or 15% from $24,732 for the three months ended June 30, 2024 to $20,904 for the three months ended June 30, 2025, which was contributed by the decrease in sales of golf balls, men’s and ladies’ wear and gloves by 17% as a result of the decrease in sales to customers playing golf during the three months ended June 30, 2025.

Previous wording

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 decreased from $1,073,525 for the three months ended March 31, 2024 to $975,334 for the three months ended March 31, 2025, which was primarily due to the decreases in golf operating costs and other general and administrative expenses and partially offset by the increase in salaries and benefits during the current period with details discussed below.

Current wording

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 from $1,816,837 for the six months ended June 30, 2024 to $2,004,069 for the six months ended June 30, 2025, which was primarily due to the increase in salaries and benefits and other general and administrative expenses and partially offset by the decreases in golf operating costs during the current period with details discussed below.

Previous wording

Golf operating expenses consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Decrease in golf operating expenses by $67,972 or 17% from $391,231 for the three months ended March 31, 2024 to $323,259 for the three months ended March 31, 2025 which was attributable to the decrease in golf course maintenance related expenses as a result of decrease in number of rounds by golf players and resulted in reduction in one-off course maintenance and improvements projects carried out by Down-to-Earth.

Current wording

Golf operating costs consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Decrease in golf operating costs by $57,204 or 8% from $706,695 for the six months ended June 30, 2024 to $649,491 for the six months ended June 30, 2025 which was attributable to the decrease in golf course maintenance related expenses as a result of decrease in number of rounds by golf players and resulted in reduction in course maintenance and improvements projects carried out by Down-to-Earth prior to the renovation project started.

Previous wording

Our cost of merchandise sales consisted of mainly the purchase cost of golf balls, men’s and ladies’ wears and gloves. Decrease in cost of merchandise sales was in line with the decrease in revenue from sales of merchandise.

Current wording

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 by $1,885 was mainly due to the increase in purchasing cost of merchandise goods by our suppliers because inflation increases their production and operational costs.

Previous wording

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 $38,139 or 16% was primarily due to the increase in salaries paid to the Chief Financial Officer by approximately $41,000 and the directors fee paid to the independent Directors by approximately $32,000 and partially offset by the decrease in director’s remuneration paid to Mr. Chi Ping Cheung by approximately $42,000.

Current wording

Our salaries and benefits mainly consisted of the director’s remuneration, the staff costs and welfare of management team, operating team, cashier and administrative personnel. The increase in salaries and benefits by $145,297 or 38% was primarily due to the increase in salaries paid to the Chief Financial Officer by approximately $90,000 and the directors fee paid to the audit committee members by approximately $71,000 and partially offset by the decrease in director’s remuneration paid to Mr. Chi Ping Cheung by approximately $10,000.

Previous wording

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. Decrease in other general and administrative expenses by $63,391 or 21% from $301,515 for the three months ended March 31, 2024 to $238,124 for the three months ended March 31, 2025 was mainly attributable to the decrease in audit and quarterly review fee for listing purposes.

Current wording

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 $83,491 or 17% from $484,337 for the six months ended June 30, 2024 to $567,828 for the six months ended Jue 30, 2025 was mainly attributable to the increase in rental expenses, travelling expenses and director’s and officer’s liability insurance.

Previous wording

Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The depreciation remained stable at $50,784 and $50,007 for the three months ended March 31, 2025 and 2024 respectively since no significant purchase or disposal of property and equipment.

Current wording

Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The depreciation remained stable at $52,013 and $50,031 for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Other income (expense) mainly includes interest expenses regarding the bank and other borrowings incurred, bank interest income and additional service charges from customers who paid by credit cards. The increase in other income was mainly due to the interest income generated from the cash deposit in banks upon successful listing of common stocks in Nasdaq.

Current wording

Other income (expense) mainly includes interest expenses regarding the bank and other borrowings incurred, bank interest income, dividend from money market accounts and additional service charges from customers who paid by credit cards. The increase in other income (expense) by $154,013 for the six months ended June 30, 2025 and $87,254 for the three months ended June 30, 2025 was mainly due to the dividend income generated from the cash deposit in money market accounts upon successful listing of common stocks in Nasdaq.

Previous wording

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% to the income tax amount recorded for the three months ended March 31, 2025 and 2024.

Current wording

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% to the income tax amount recorded for the three and six months ended June 30, 2025 and 2024.

Previous wording

As of March 31, 2024, the Company had $352,053 of net operating losses (“NOLs”) which can be carried forward indefinitely.

Current wording

As of June 30, 2025, the Company had $498,464 of net operating losses (“NOLs”) which can be carried forward indefinitely.

Previous wording

The Company recorded income tax expenses of $144,329 for the three months ended March 31, 2025 and income tax expenses of $159,982 for the three months ended March 31, 2024. The effective tax rate increased from 32.7% for the three months ended March 31, 2024 to 35.2% for the three months ended March 31, 2025, which was mainly due to the increase in operating costs by the Company which is not subject to income tax. Please refer to Note 11 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.

Current wording

The Company recorded income tax expenses of $90,811 for the six months ended June 30, 2025 and income tax expenses of $137,837 for the six months ended June 30, 2024. The effective tax rate increased from 34.6% for the six months ended June 30, 2024 to 134.0% for the six months ended June 30, 2025, which was mainly due to the increase in operating costs of approximately $270,000 incurred by the Company which is not subject to income tax. The Company recorded income tax benefits of $53,518 and $22,145 for the three months ended June 30, 2025 and 2024, respectively, the increase in income tax benefits was mainly due to the reversal of deferred tax liabilities for the period.

Previous wording

Our income for the three months ended March 31, 2025 and 2024, was $266,212 and $329,384, respectively. The decrease in net income by $63,172 or 19% was mainly due to the decrease in our revenue and the increase in our other income, being partially offset by the decrease in our operating costs during the three months ended March 31, 2025.

Current wording

Our net loss for the three months ended June 30, 2025 and 2024, was $289,261 and $69,101, respectively. The increase in net loss by $220,160 or 319% was mainly due to the decrease in our revenue and the increase in our operating costs, being partially offset by the increase in our other income during the three months ended June 30, 2025.

Previous wording

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.

Current wording

Our inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears. The Company keeps low inventories since the turnaround time is short.

Previous wording

Prepaid expenses represent the prepa yment for (i) consultancy service of $150,000; (ii) the prepaid annual listing fee to Nasdaq of $64,166; and (iii) director’s and officer’s liability insurance premium of $56,000. Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. As of March 31, 2025, an aggregate of $350,000 was paid. The total amount in the contract will be amortized ratable to the service period since the services are expected to be provided evenly through the contract period. During the three months ended March 31, 2025, $6,250 of consultancy service fee was recognized in statement of income and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $193,750. Regarding the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after listing and prepaid obligation insurance for directors and officers starting from February 12, 2025, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $104,231 in aggregate was recognized as current portion of prepaid expenses.

Current wording

Prepaid expenses represent the prepayment for (i) the non-refundable consultancy service of $150,000; (ii) the non-refundable prepaid annual listing fee to Nasdaq of $64,166; (iii) the refundable director’s and officer’s liability insurance premium of $56,000; and (iv) the refundable prepaid rental of $10,000. Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. As of June 30, 2025, an aggregate of $450,000 was paid. The total amount in the contract will be amortized ratable to the service period since the services are expected to be provided evenly throughout the contract period. During the six months ended June 30, 2025, $43,750 of consultancy service fee was recognized in statement of operations and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $256,250. Regarding the annual listing fee starting from February 12, 2025 (the date that the common stock of the Company commencing public trading) after listing and prepaid obligation insurance for directors and officers starting from February 12, 2025, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $84,310 in aggregate was recognized as current portion of prepaid expenses.

Previous wording

Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable. Decrease in accounts payable and accrued liabilities balance by $90,902 or 22% from $420,005 as of December 31, 2024 to $329,103 as of March 31, 2025 was mainly due to the decrease in accrued expenses by approximately $50,000 as a result of settlement of accrued audit fee by $60,000 and decrease in property tax payable by approximately $78,000 due to the settlement of $102,000 during the current period.

Current wording

Accounts payable and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables and property tax payable. Increase in accounts payable and accrued liabilities balance by $164,716 or 32% from $420,005 as of December 31, 2024 to $554,721 as of June 30, 2025 was mainly due to the increase in other payable by approximately $200,000 for the greens renovation in Remington Golf Club and offset by the decrease in property tax payable by approximately $52,000 due to the settlement of $102,000 during the current period.

Previous wording

Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the customers. The increase in this balance by $63,444 or 39% was mainly due to annual membership dues being received in advance outweighed the revenue recognized during the three months ended March 31, 2025.

Current wording

Contract liabilities – deferred revenue represented the annual membership dues received in advance before the usage of golf course by the customers. The decrease in this balance by $7,840 or 5% was mainly due to revenue recognized during the six months ended June 30, 2025 outweighed the annual membership dues being received in advance.

Previous wording

The Company borrowed loans from various financial institutions for working capital purpose. The decrease in bank and other borrowings was mainly due to full settlement of all bank and other borrowing during the three months ended March 31, 2025 upon listing.

Current wording

The Company borrowed loans from various financial institutions for working capital purpose. The decrease in bank and other borrowings was mainly due to full settlement of all bank and other borrowing during the six months ended June 30, 2025 upon listing in February 2025.

Previous wording

The operating leases liabilities represented the leases for corporate office, golf cars and golf equipment for terms of four to five years. The operating leases – current remained stable at $194,038 and $195,115 as of March 31, 2025 and December 31, 2024, respectively.

Current wording

The operating leases liabilities represented the leases for corporate office, golf cars and golf equipment for terms of four to five years. The operating leases – current remained stable at $199,652 and $195,115 as of June 30, 2025 and December 31, 2024, respectively.

Previous wording

During the three months ended March 31, 2025, our net cash used in operating activities was approximately $81,193, primarily arising from net income of $266,212, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item mainly consisted of depreciation of $50,784. Changes in operating assets and liabilities mainly include (i) an increase in accounts receivables of $41,948 due to more customers who paid by credit cards near the period end; (ii) an increase in prepaid expenses of $447,981 due to the prepaid consultancy fee, prepaid annual listing fee to Nasdaq and prepaid director’s and officer’s liability insurance premium during the current period as mentioned above; and (iii) an decrease in accounts payable and accrued liabilities of $90,902 due to decrease in accrued expenses and property tax payable; and being partially offset by(iv) a decrease in deferred tax assets of $133,858 due to the utilization of NOLs for the current period; and (v) an increase in contract liabilities of $63,444 due to a large portion of annual membership dues being received during the current period of 2025 for services to be used by customers partly in fiscal year 2025.

Current wording

During the six months ended June 30, 2025, our net cash used in operating activities was approximately $337,364, primarily arising from net loss of $23,049, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $102,797 and unpaid director’s remuneration of $60,000. Changes in operating assets and liabilities mainly include (i) an increase in prepaid expenses of $490,560 due to the prepaid consultancy fee, prepaid annual listing fee to Nasdaq and prepaid director’s and officer’s liability insurance premium during the current period as mentioned above; (ii) a decrease in accounts payable and accrued liabilities of $64,846 due to the decrease in property tax payable by approximately $52,000; and (iii) a decrease in deferred tax assets of $95,059 due to the utilization of NOLs in the current period.

Previous wording

During the three months ended March 31, 2024, our net cash provided by operating activities was approximately $470,125, which was driven by net income of $329,384, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $50,007 and unpaid director’s remuneration of $40,000. Changes in operating assets and liabilities mainly include (i) a decrease in deferred tax assets of $150,321 due to the utilization of NOLs for the prior period; and(ii) an increase in contract liabilities of $23,533 due to a large portion of annual membership dues being received during the prior period of 2024 for services to be used by customers partly in fiscal year 2024; being partially offset by (iii) a decrease in accounts payable and accrued liabilities of $134,515 due to a decrease in accounts payable as a result of settlement of payables to vendors outweighed the costs incurred to vendors.

Current wording

During the six months ended June 30, 2024, our net cash provided by operating activities was approximately $394,512, which was driven by net income of $260,283, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $100,038 and unpaid director’s remuneration of $40,000. Changes in operating assets and liabilities mainly include (i) a decrease in deferred tax assets of $124,310 due to the utilization of NOLs for the prior period; (ii) an increase in accounts receivables of $21,695 due to more customers who paid by credit cards near the period end; and (iii) an increase in contract liabilities of $21,629 due to a large portion of annual membership dues being received during the prior period of 2024 for services to be used by customers partly in fiscal year 2024; and (iv) a decrease in accounts payable and accrued liabilities of $187,834 due to a decrease in accounts payable as a result of settlement of payables to vendors outweighed the costs incurred to vendors.

Previous wording

During the three months ended March 31, 2024, cash flows used in investing activities were for the purchase of property and equipment of $99,885, it is mainly due to the payment for the pump station.

Current wording

During the six months ended June 30, 2024, cash flows used in investing activities were for the purchase of property and equipment of $108,595, it is mainly due to the payment for the pump station.

Previous wording

During the three months ended March 31, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093 and partially offset by net repayments of related party loans of $2,336,160, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs during the period right before the successful listing.

Current wording

During the six months ended June 30, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093 and partially offset by net repayments of related party loans of $2,336,160, repayments of bank and other borrowings of $192,378 and payment of deferred offering costs of $171,180 during the period right before the successful listing.

Previous wording

During the three months ended March 31, 2024, cash used in financing activities was the result of payment for deferred offering costs of $259,104 and repayments of bank and other borrowings of $37,806 and partially offset by net proceeds from related party loans of $162,704.

Current wording

During the six months ended June 30, 2024, cash used in financing activities was the result of payment for deferred offering costs of $306,409 and repayments of bank and other borrowings of $538,671 and partially offset by net proceeds from related party loans of $711,947.

Previous wording

We incurred capital expenditures of $14,924 and $99,885 for the three months ended March 31, 2025 and 2024, respectively, which mainly related to the clubhouse improvements and purchase of pump station, respectively.

Current wording

We incurred capital expenditures of $455,518 and $108,595 for the six months ended June 30, 2025 and 2024, respectively, which mainly related to the renovation and upgrading of our golf courses, clubhouse and facilities, greens renovation, roof renovation and purchase of pump station, respectively.

Previous wording

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.

Current wording

The Company’s principal financial assets are cash and cash equivalents, accounts receivables and prepaid expenses. 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.

Previous wording

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 March 31, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.

Current wording

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 June 30, 2025 and December 31, 2024 are aged within one year and collected all receivables subsequent to year end, minimum credit risk was noted for accounts receivable.

Previous wording

As of March 31, 2025 and December 31, 2024, the Company owed 80% and 84% of accounts payable to a key supplier, respectively.

Current wording

As of June 30, 2025 and December 31, 2024, the Company owed 74% and 84% of accounts payable to a key supplier, respectively.

Previous wording

For the three months ended March 31, 2025 and 2024, one vendor accounted for 26% and 28% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the three months ended March 31, 2025 and 2024, respectively.

Current wording

For the three months ended June 30, 2025 and 2024, one vendor accounted for 25% and 35% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the three months ended June 30, 2025 and 2024, respectively.