UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: September 30, 2025

☐	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

Aureus Greenway Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		99-0418678
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

2995 Remington Boulevard

Kissimmee, Florida 34744

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (407) 344 4004

Securities registered under Section 12(b) of the Exchange 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

Indicate 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 ☐

Indicate 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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. ☐

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

As of November 13, 2025 there were 15,056,297 of the registrant’s shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	5

Item 1. Condensed Consolidated Financial Statements (Unaudited)	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3. Quantitative and Qualitative Disclosure About Market Risk	44

Item 4. Controls and Procedures	44

PART II - OTHER INFORMATION	45

Item 1. Legal Proceedings	45

Forward-Looking Statements

This quarterly report (the “Quarterly Report”) of Aureus Greenway Holdings Inc. (“we,” “us,” “our,” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and completion of business operations in the future; projected costs; expectations regarding demand and use of our golf country clubs; estimated costs related to maintain our facilities; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; and trends relating to our industry.

We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with competitors, new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:

●	general economic and business conditions, including changes in interest rates;
●	competition from other golf country clubs, costs associated with maintain our golf country clubs and other economic conditions;
●	the effect of an outbreak of disease or similar public health threat, such as a pandemic, on the Company’s business;
●	the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;
●	breaches in data security, failure of information security systems, cyber-attacks or other security or privacy-related incidents affecting us or our suppliers;
●	the ability of our infrastructure systems or information security systems to operate effectively;
●	actions by government authorities, including changes in government regulation;
●	uncertainties associated with legal proceedings;
●	changes in the size of the golf country club industry;
●	future decisions by management in response to changing conditions;
●	the Company’s ability to execute prospective business plans;
●	misjudgments in the course of preparing forward-looking statements;
●	the Company’s ability to raise sufficient funds to carry out its proposed business plan;
●	inability to keep up with advances in the golf country club industry;
●	inability to advertise or market services and products at our golf country clubs or develop new services or add new products that address additional market opportunities to generate revenue and positive cash flows;
●	dependency on certain key personnel and any inability to retain and attract qualified personnel;
●	inability to succeed in establishing, maintaining and strengthening our brand;
●	disruption of supply or shortage of raw materials relating to the upkeep and maintenance of our golf country clubs;
●	the unavailability, reduction or elimination of government and economic incentives;
●	failure to manage future growth effectively; and
●	the other risks and uncertainties detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”), including but not limited to those described under “Risk Factors” in the Company’s annual report on Form 10-K, filed with the SEC on March 28, 2025.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Item 1. Interim Financial Statements
Condensed Consolidated Balance Sheet as of September 30, 2025 (Unaudited) and December 31, 2024(Audited)	5
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and Nine Months Ended September 30, 2025 and 2024	6
Unaudited Condensed Consolidated Statements of Changes in Equity for the three and Nine Months Ended September 30, 2025 and 2024	7
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	8
Notes to the Unaudited Condensed Consolidated Financial Statements	9

PART I

ITEM 1.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

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

	September 30,			December 31,
	2025			2024
	(Unaudited)			(Audited)
Assets
Current assets
Cash and cash equivalents	$	29,408,326		$	457,142
Accounts receivable, net		23,687			20,778
Short-term investment		-			6,778
Inventories, net		36,014			55,817
Deferred offering costs		-			582,679
Prepaid expenses		424,382			-
Other current assets		75,573			2,078
Total current assets		29,967,982			1,125,272

Non-current assets
Property and equipment, net		3,548,224			3,083,923
Advances for property		324,264			-
Operating lease right-of-use assets		693,810			775,546
Deferred tax assets		251,646			227,152
Prepaid expenses		401,110			-
Total non-current assets		5,219,054			4,086,621
Total Assets	$	35,187,036		$	5,211,893

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	517,286		$	420,005
Contract liabilities - deferred revenue		126,471			162,226
Bank and other borrowings – current		-			94,007
Due to related parties		-			2,532,160
Operating lease liabilities		200,768			195,115
Total current liabilities		844,525			3,403,513

Non-current liabilities
Bank and other borrowings - non-current		-			98,371
Operating lease liabilities - non-current		493,042			580,431
Deferred tax liabilities		54,977			60,114
Total non-current liabilities		548,019			738,916
Total Liabilities		1,392,544			4,142,429

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 September 30, 2025 and December 31, 2024		10,000			10,000
Common stock: 450,000,000 shares authorized; $0.001 par value, 14,608,988 and 10,880,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		14,609			10,880
Additional paid-in capital		37,340,593			2,082,456
Subscription receivables		-			(11,632	)
Accumulated deficit		(3,570,710	)		(1,022,240	)
Total Stockholder’s Equity		33,794,492			1,069,464
Total Liabilities and Stockholder’s Equity	$	35,187,036		$	5,211,893

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

AUREUS GREENWAY HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

SEC Form 10-Q filed by Aureus Greenway Holdings Inc.