Aureus Greenway Holdings Inc

Previous wording

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:

Current wording

We believe attracting and retaining customers while increasing customer engagement and loyalty by providing what we believe to be a high quality golfing experience will drive our revenue. Drivers of our revenue growth will require continued efforts in maintaining and improving upon the quality of our customers’ experiences at our golf country clubs. To that end, we have successfully completed the following major renovations during Q3 of 2025:

Previous wording

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 2025, we experienced more than average rainy days during the first three months ended March 31, 2025 causing our revenue to be under pressure.

Current wording

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. For the three months ended March 31, 2026, we did not experience an unusual number of rainy days, and our total revenue increased by 11% compared to the same period in 2025, driven by higher customer demand across all revenue streams.

Previous wording

The DTE Agreement was renewed in 2022 and the renewed contractual price has been fully reflected in Q1 2025, the higher contractual price is a reflection of the inflationary environment that subsequently impacted the labor, fertilizer and chemical markets. The maintenance cost and contract with DTE was further renewed in November 2025 and the contractual price has been increased by approximately 10% starting from November 2025.

Current wording

The DTE Agreement was renewed in 2022 and the renewed contractual price has been fully reflected in Q1 2025. The higher contractual price is a reflection of the inflationary environment that has subsequently impacted the labor, fertilizer and chemical markets. The maintenance cost and contract with DTE was further renewed in November 2025 and the contractual price has been increased by approximately 10% starting from November 2025.

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 September 30, 2025, and results of operations and cash flows for the nine months ended September 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.

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 March 31, 2026, and results of operations and cash flows for the three months ended March 31, 2026 and 2025. The unaudited condensed consolidated balance sheet as of December 31, 2025 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, 2025 and 2024, 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. 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, estimated incremental borrowing rate of lease and assumptions used for the valuation of stock-based compensation. Actual results may differ from these estimates.

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.

Previous wording

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of September 30, 2025 and December 31, 2024, 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 September 30, 2025 and December 31, 2024 were subsequently settled before this report date.

Current wording

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of March 31, 2026 and December 31, 2025, the Company recognized $5,277 and $5,277 as an allowance for expected credit losses on accounts receivable, respectively.

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 September 30, 2025 and December 31, 2024, the Company recorded contract liabilities - deferred revenue of $126,471 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 March 31, 2026 and December 31, 2025, the Company recorded contract liabilities - deferred revenue of $164,683 and $145,980, respectively.

Previous wording

Revenue disaggregated by major revenue streams for the three months and nine months ended September 30, 2025 and 2024 are disclosed in the table below:

Current wording

Revenues disaggregated by major revenue streams for the three months ended March 31, 2026 and 2025 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 $371,590 or 14% was mainly due to the decrease in all revenue streams.

Current wording

Our revenue is primarily comprised of golf operations, sales of food and beverage and sales of merchandise. Overall increase in revenue period over period by $141,007 or 11% was mainly due to the increase in all revenue stream.

Previous wording

Revenue from golf operations decreased by $69,234 or 23% from $295,042 for the three months ended September 30, 2024 to $225,808 for the three months ended September 30, 2025, which was driven by the decrease in one-time green fees from golf operations by $62,618 or 29% and the decrease in annual membership dues from golf operations by $6,616 or 8%.

Current wording

Revenue from golf operations increased by $100,633 or 10% from $1,028,940 for the three months ended March 31, 2025 to $1,129,573 for the three months ended March 31, 2026, which was driven by the increase in both one-time green fees from golf operations by $64,032 or 6% and annual membership dues from golf operations by $36,601 or 107%.

Previous wording

Revenue from annual membership dues accounted for 22% and 18% of total revenue for the three months ended September 30, 2025 and 2024. It decreased by $6,616 or 8% mainly due to the decrease in demand from customers who paid annual membership dues for the three months ended September 30, 2025 because one of our golf courses was closed since May 2025.

Current wording

Revenue from annual membership dues accounted for 5% and 3% of total revenue for the three months ended March 31, 2026 and 2025. Such increase was mainly due to the increase in demand from customers who paid annual membership dues for the three months ended March 31, 2026.

Previous wording

One-time green fees from golf operations accounted for 45% and 49% of total revenue for the three months ended September 30, 2025 and 2024, respectively. Decrease in one-time green fees by 29% resulted from the decrease in total number of rounds by 25% from approximately 8,000 rounds during the three months ended September 30, 2024 to approximately 6,000 rounds during the three months ended September 30, 2025 and the average price per round remained stable at $26 and $27 per round for the three months ended September 30, 2024 and 2025 respectively. 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 100% in the third quarter.

Current wording

One-time green fees from golf operations accounted for 72% and 75% of total revenue for the three months ended March 31, 2026 and 2025, respectively. Increase in one-time green fees by 6% resulted from the increase in average price per round by 7% from $45 per round for the three months ended March 31, 2025 to $48 per round for the three months ended March 31, 2026 and the total number of rounds remained stable at approximately 22,000 rounds during the three months ended March 31, 2025 and approximately 22,000 rounds during the three months ended March 31, 2026.

Previous wording

Decrease in revenue from sales of food and beverage by $16,348 or 15% from $107,707 for the three months ended September 30, 2024 to $91,359 for the three months ended September 30, 2025, which was contributed by the decrease in quantities sold by 12% from approximately 17,000 for the three months ended September 30, 2024 to approximately 15,000 for the three months ended September 30, 2025 and the average unit price remained stable at $6 per unit for the three months ended September 30, 2024 and 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 $19,002 or 8% from $225,803 for the three months ended March 31, 2025 to $244,805 for the three months ended March 31, 2026, which was contributed by the increase in quantities sold by 4% from approximately 37,000 for the three months ended March 31, 2025 to approximately 38,000 for the three months ended March 31, 2026 and the average unit price remained stable at $6 per unit for the three months ended March 31, 2025 and $6 for the three months ended March 31, 2026. The increase in quantity sold was in line with increase in golf operations.

Previous wording

Decrease in revenue from sales of merchandise by $4,307 or 28% from $15,627 for the three months ended September 30, 2024 to $11,320 for the three months ended September 30, 2025, which was contributed by the decrease in sales of golf balls, men’s and ladies’ wear by 39% as a result of the decrease in sales to customers playing golf during the three months ended September 30, 2025.

Current wording

Increase in revenue from sales of merchandise by $13,784 or 31% from $44,504 for the three months ended March 31, 2025 to $58,288 for the three months ended March 31, 2026, which was contributed by the increase in sales of men’s wear, golf balls and headwear by 31% as a result of the increase in sales to customers playing golf during the three months ended March 31, 2026.

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 $10,132 or 55% was mainly due to the decrease in demand for rental services for activities and events during the three months ended September 30, 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 increase by $7,588 or 26% was mainly due to increase in demand for rental services for activities and events during the three months ended March 31, 2026.

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 increased from $716,632 for the three months ended September 30, 2024 to $3,211,178 for the three months ended September 30, 2025, which was primarily due to the increases in salaries and benefits and other general and administrative expenses 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 $975,334 for the three months ended March 31, 2025 to $2,928,364 for the three months ended March 31, 2026, which was primarily due to the increases in golf operating costs, salaries and benefits and other general and administrative expenses during the current period with details discussed below.

Previous wording

Golf operating costs consisted of course upkeep expenses including the regular repair and maintenance of the golf courses and landscaping. Increase in golf operating costs by $11,393 or 4% from $323,530 for the three months ended September 30, 2024 to $334,923 for the three months ended September 30, 2025 which was attributable to the increase in landscaping by approximately $14,000 during the period.

Current wording

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 by $72,549 or 22% from $323,259 for the three months ended March 31, 2025 to $395,808 for the three months ended March 31, 2026 which was attributable to the contractual price for the maintenance contract with Down-to-Earth, which increased as a result of the contract renewal.

Previous wording

The decrease in cost of food and beverage by $5,435 or 17% from $32,722 for the three months ended September 30, 2024 to $27,287 for the three months ended September 30, 2025 was in line with the decrease in sales of food and beverage.

Current wording

The increase in cost of food and beverage by $1,590 or 2% from $65,882 for the three months ended March 31, 2025 to $67,472 for the three months ended March 31, 2026 was in line with the increase in sales of food and beverage.

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 by $417 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 was in line with the increase in revenue from sales of merchandise.

Previous 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 $2,145,148 or 415% was primarily due to the increase in stock-based compensation by $1,841,632 in relation to the grant of stock options, the increase in salaries paid to the Chief Financial Officer by approximately $118,000 and the increase in directors’ fee by approximately $225,000.

Current 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 $1,042,188 or 380% was primarily due to the recognition of stock-based compensation of $996,000 in relation to the restricted stocks issued to directors as direct compensation for their services and the increase in directors fee and an increase in compensation paid to existing and former directors for services provided during the period, including transition and operational support services, by approximately $50,000.

Previous wording

Our depreciation mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The depreciation remained stable at $158,049 and $150,391 for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

Our depreciation is mainly derived from the recreational building, golf carts, pump stations and other operating equipment. The increase in depreciation was primarily attributable to the depreciation of significant capital additions made during 2025, including the installation of new greens and major clubhouse renovations.

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. Increase in other general and administrative expenses by $486,140 or 299% from $162,374 for the three months ended September 30, 2024 to $648,514 for the three months ended September 30, 2025 was mainly attributable to the increase in professional fees by approximately $253,000, rental expenses by approximately $30,000, travelling expenses by approximately $53,000, director’s and officer’s liability insurance by approximately $46,000 and charitable donations by approximately $68,000.

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 $817,162 or 343% from $238,124 for the three months ended March 31, 2025 to $1,055,286 for the three months ended March 31, 2026 was mainly attributable to the recognition of stock-based compensation of $438,750 to the consultant of the Company as part of their compensation, the increase in legal and consulting fees by approximately $159,000, travelling expenses by approximately $75,000, director’s and officer’s liability insurance by approximately $24,000 and advertising and marketing expenses by approximately $10,000.

Previous 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 $354,467 for the nine months ended September 30, 2025 and $226,024 for the three months ended September 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.

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 $232,618 for the three months ended March 31, 2026 was mainly due to the increase in (i) interest income from investment in convertible note; (ii) dividend income generated from cash deposit in money market accounts; and (iii) bank interest income.

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 and nine months ended September 30, 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 months ended March 31, 2026 and 2025.

Previous wording

As of September 30, 2025, the Company had $949,608 of net operating losses (“NOLs”) which can be carried forward indefinitely.

Current wording

As of March 31, 2026, the Company had $811,392 of net operating losses (“NOLs”) which can be carried forward indefinitely.

Previous wording

Please refer to Note 12 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.

Current wording

The Company recorded income tax expenses of $91,035 for the three months ended March 31, 2026 and income tax expenses of $144,329 for the three months ended March 31, 2025. Please refer to Note 12 – Income Tax to the Unaudited Condensed Consolidated Financial Statements for more details.

Previous wording

Our net loss for the nine months ended September 30, 2025 was $2,548,470 while our net income for the nine months ended September 30, 2024 was $54,671. The decrease in net income by $2,603,141 or 4,761% was mainly due to the decrease in our revenue, the increase in our operating costs and the increase in our other expenses during the nine months ended September 30, 2025.

Current wording

Our net loss for the three months ended March 31, 2026 was $1,259,899 while our net income for the three months ended March 31, 2025 was $266,212. The change from net income to net loss was mainly due to the increase in our operating costs was higher than the increase in our revenue and our other income during the three months ended March 31, 2026.

Previous wording

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit loss. Increase in balance was mainly due to the more customers who paid by credit cards near the period end.

Current wording

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit loss. The balances remained stable as of March 31, 2026 and December 31, 2025.

Previous 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.

Current 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.

Previous wording

Prepaid expenses represent the prepayment for (i) the non-refundable consultancy service of $450,000; (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 $191,019; (iv) the non-refundable run-off director’s and officer’s liability insurance premium of $227,250; (v) other refundable prepaid expenses of $82,549 which was classified as current portion.

Current wording

Prepaid expenses represent the prepayment for (i) the consultancy service of $293,750; (ii) the prepaid annual listing fee to Nasdaq of $62,966; (iii) the director’s and officer’s liability insurance premium of $41,200; and (iv) other prepaid expenses of $81,500 which was classified as current portion. These prepaid amounts are recognized as expenses over the respective service periods as the related benefits are received.

Previous wording

Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the nine months ended September 30, 2025, $81,250 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 $218,750.

Current wording

On March 17, 2025, the Company entered into a Strategic Services Agreement with Cross Border Capital Limited (“CBCL”), a Hong Kong-based advisory firm, pursuant to which CBCL agreed to provide the Company with business development leads for the acquisition of golf properties in Asia, golf property management contracts, and strategic corporate relationships in China, Japan, South Korea, Taiwan, and Singapore, for a period of 36 months ending March 14, 2028. The total fee under the agreement is $450,000, all of which was paid during fiscal year 2025. The agreement also provides for a success fee equal to 10% of the total contract value or profits of any transaction completed in connection with CBCL’s services. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the three months ended March 31, 2026, $37,500 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 $143,750.

Previous wording

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 and July 25, 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 $153,993 in aggregate was recognized as current portion of prepaid expenses.

Current wording

Regarding the annual listing fee starting from February 12, 2026 with gross payment of $72,500 and prepaid obligation insurance for directors and officers starting from July 25, 2025 with gross payment of $129,994, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $104,166 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. Increase in accounts payable and accrued liabilities balance by $97,281 or 23% from $420,005 as of December 31, 2024 to $517,286 as of September 30, 2025 was mainly due to the increase in other payable by approximately $100,000 for the greens renovation in Remington Golf Club.

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. Decrease in accounts payable and accrued liabilities balance by $262,210 or 38% from $688,927 as of December 31, 2025 to $426,717 as of March 31, 2026 was mainly due to the decrease in accrued expenses by approximately $147,000 as a result of settlement of accrued audit fee by $115,000 and decrease in property tax payable by approximately $78,000 due to the settlement of $104,000 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 decrease in this balance by $35,755 or 22% was mainly due to revenue recognized during the nine months ended September 30, 2025 outweighed the annual membership dues being received in advance.

Current 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 $18,703 or 13% was mainly due to the annual membership dues being received in advance outweighed the revenue recognized during the three months ended March 31, 2026.

Previous wording

The operating leases liabilities represented the leases for golf cars and golf equipment for terms of four to five years. The operating leases – current remained stable at $200,768 and $195,115 as of September 30, 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 $230,357 and $242,256 as of March 31, 2026 and December 31, 2025, respectively.

Previous wording

During the nine months ended September 30, 2024, our net cash provided by operating activities was approximately $145,601, primarily arising from net income of $54,671, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $150,391 and unpaid director’s remuneration of $40,000. Changes in operating assets and liabilities mainly include (i) a decrease in accounts receivables of $17,559 due to decrease in customers who paid by credit cards near the period end; (ii) a decrease in deferred tax assets of $20,918 due to the utilization of NOLs for the nine months ended September 30, 2024; (iii) a decrease in accounts payable and accrued liabilities of $162,706 due to decrease in accounts payable as a result of settlement of payables to vendors outweighed the costs incurred to vendors; (iv) a decrease in contract liabilities of $21,093 due to revenue recognized in the current period in relation to contract liabilities outweighed the annual membership dues being received in advance during the period; and (iv) increase in deferred tax liabilities of $45,211 due to increase in the temporary difference derived from the accelerated depreciation of property and equipment.

Current wording

During the three months ended March 31, 2026, our net cash provided by operating activities was approximately $385,085, primarily arising from net loss of $1,259,899, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash item mainly consisted of depreciation of $63,750, stock-based compensation of $1,434,750, interest income receivable from investment in convertible note of $49,315 and gain on disposal of club memberships of $2,502. Changes in operating assets and liabilities mainly include (i) a decrease in prepaid expenses of $326,509 mainly due to the disposal of three club membership with carrying amount of $378,834; (ii) a decrease in accounts payable, other payables and accrued liabilities of $262,210 due to decrease in accrued expenses and property tax payable; (iii) a decrease in deferred tax assets of $94,228; and (iv) a increase in contract liabilities of $18,703 due to the annual membership dues being received in advance outweighed the revenue recognized during the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, our net cash used in operating activities was approximately $1,498,549, primarily arising from net loss of $2,548,470, and adjusted for non-cash items and changes in operating assets and liabilities. Adjustment for non-cash items mainly consisted of depreciation of $158,049 and stock-based compensation of $1,841,632. Changes in operating assets and liabilities mainly include (i) an increase in prepaid expenses of $825,492 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) an increase in other current assets of $73,495; and (iii) a decrease in contract liabilities of $33,755 due to revenue recognized in the current period in relation to contract liabilities outweighed the annual membership dues being received in advance during the period.

Current 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, other payables 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.

Previous wording

During the nine months ended September 30, 2024, cash flows used in investing activities were for the purchase of property and equipment of $126,680, it is mainly due to the payment for the pump station.

Current wording

During the three months ended March 31, 2025, cash flows used in investing activities were mainly for the purchase of property and equipment of $14,924 for the clubhouse improvements.

Previous wording

During the nine months ended September 30, 2024, cash used in financing activities was the result of payment for deferred offering costs of $321,876 and repayments of bank and other borrowings of $566,091 and partially offset by net proceeds from related party loans of $724,913.

Current wording

During the three months ended March 31, 2026, cash provided by financing activities was the result of net proceeds from issue of common stocks of $8,073,933, proceeds from the exercise of placing agent warrants of 601,500, and was partially offset by net repayments of related party loans of $181,843.

Previous wording

During the nine months ended September 30, 2025, cash provided by financing activities was the result of net proceeds from issue of common stocks of $10,654,093, net proceeds from pre-funded warrants of $23,520,000 and partially offset by net repayments of related party loans of $2,520,528, 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.

Current 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.