What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-31 compared with 2022-03-31 · 1092 added, 1446 removed, 1452 unchanged (64% of the section changed)

Financial Statements

EHome International Inc.

and Subsidiaries

1 unchanged sentence

31, 2022 and 2021

of Independent Registered Public Accounting Firms (PCAOB ID:

Balance Sheets at December 31, 2021 and 2020

Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2021 and 2020

Statements of Stockholders’ Equity for the Years Ended December 31, 2021 and 2020

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms (PCAOB ID:

Consolidated Balance Sheets at December 31, 2022 and 2021

Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for Two Year Period Ended December 31, 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Alset EHome International, Inc.

and Subsidiaries, formerly known as Alset eHome International Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheet of Alset EHome International, Inc.

and Subsidiaries (the “Company”)

as of December 31, 2021, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year ended

December 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations

and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States

also have audited the adjustments to the 2020 consolidated financial statements to retrospectively present certain 2021 common control

transactions, as described in Note 5.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged

to audit, review, or apply any procedures to the 2020 financial statements of the Company other than with respect to the adjustments

and, accordingly, we do not express an opinion or any other form of assurance on the 2020 financial statements taken as a whole.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

& CO., CPAs, P.C.

have served as the Company’s auditor since 2022.

OF INDEPENDNT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Alset EHome International Inc.

on the Financial Statements

have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 5, the accompanying

consolidated balance sheet of Alset EHome International Inc.

(the Company) as of December 31, 2020, and the related consolidated statements

of operations and other comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2020, and the

related notes (collectively referred to as the financial statements and the 2020 financial statements before the effects of the adjustments

discussed in Note 5 are not presented herein).

In our opinion, the financial statements before the effects of the adjustments to retrospectively

apply the change in accounting described in Note 5, present fairly, in all material respects, the financial position of the Company as

of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting

principles generally accepted in the United States of America.

were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described

in Note 5 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate

and have been properly applied.

Those adjustments were audited by GRASSI & CO., CPAs, P.C.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

have audited the accompanying consolidated balance sheets of Alset Inc.

and subsidiaries, formerly known as Alset eHome International

and Subsidiaries, (the “Company”) as of December 31, 2022, and 2021, and the related consolidated statements of operations,

consolidated stockholders’ equity, and consolidated cash flows for each of the years in the two-year period ended December 31,

2022 and 2021, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and 2021,

and the results of its operations and its cash flows for the years in the two-period ended December 31, 2022 and 2021, in conformity

with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Briggs & Veselka Co .

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Company has significant transactions with related parties which are described in Note 13 of the consolidated financial statements.

involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite condition of competitive,

free market dealings may not exist.

have served as the Company’s auditor since 2022.

EHome International Inc.

and Subsidiaries

Balance Sheets

December 31, 2022

December 31, 2021

Current Assets:

2 unchanged sentences

Other Receivables

Note Receivables - Related

Note Receivables - Related Parties

Prepaid Expense

Investment in Securities

at Fair Value

Investment in Securities

at Equity Method

Investment in Securities at Fair Value

Investment in Securities at Fair Value - Related Party

Investment in Securities at Cost

Investment in Securities at Equity Method

Total Current Assets

1 unchanged sentence

Properties under Development

Operating Lease Right-Of-Use

Loan Receivable - Related

and Equipment, Net

Operating Lease Right-Of-Use Asset

Property and Equipment, Net

$ 153,490,336

2 unchanged sentences

Current Liabilities:

Accounts Payable and Accrued

Accounts Payable and Accrued Expenses

Deferred Revenue

2 unchanged sentences

Notes Payable

Payable - Related Parties

Notes Payable - Related Parties

Total Current Liabilities

1 unchanged sentence

Operating Lease Liability

Payable, Net of Discount

Total Liabilities

Stockholders’ Equity:

Preferred Stock, $ 0.001

Preferred Stock, $ 0.001 par value;

25,000,000 shares authorized, none issued and outstanding

Common Stock, $ 0.001 par value;

shares authorized;

87,368,446 and 8,570,000 shares issued and outstanding on December 31, 2021 and 2020, respectively

Additional Paid in

Common Stock, $ 0.001

250,000,000 shares

7,422,846 and 4,368,422

shares issued and outstanding on December 31, 2022 and December 31, 2021, respectively *

Additional Paid in Capital

Accumulated Deficit

1 unchanged sentence

( 148,233,473 )

Other Comprehensive Income

Total Alset EHome International

Stockholders’ Equity

Non-controlling

Stockholders’ Equity

Total Liabilities and

Accumulated Other Comprehensive Income

Total Alset Inc.

Stockholders’ Equity

Non-controlling Interests

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 153,490,336

$ 184,210,143

common stock share amounts were adjusted retrospectively to reflect the 20-for-1 reverse stock split on December 28,

accompanying notes to condensed consolidated financial statements.

EHome International Inc.

and Subsidiaries

1 unchanged sentence

the Years Ended December 31, 2022 and 2021

Digital Transformation Technology

Total Revenue

1 unchanged sentence

Cost of Sales

and Administrative

General and Administrative

Total Operating Expenses

5 unchanged sentences

Interest Expense

Net Gain on Investment

in Alset International during the Unconsolidated Period

Foreign Exchange Transaction

Unrealized Loss on Securities

Foreign Exchange Transaction (Loss) Gain

Unrealized Loss on Securities Investment

( 7,794,139 )

( 1,959,664 )

Realized Loss on Securities

Unrealized Loss on Securities Investment - Related Party

( 23,556,219 )

Loss on Investment on Security

by Equity Method

( 47,231,084 )

Realized Loss on Securities Investment

( 7,308,580 )

( 4,698,078 )

Loss on Investment on Security by Equity Method

Finance Costs

3 unchanged sentences

( 103,489,455 )

Net Loss Before Income Taxes

Net Loss Income Before Income Taxes

( 46,212,505 )

1 unchanged sentence

Income Tax Expense

Net Loss from Continuing Operations

( 46,212,505 )

( 119,017,591 )

Loss from Discontinued

Operations, Net of Tax

( 119,017,591 )

( 5,100,318 )

Net Loss Attributable to Non-Controlling Interest

1 unchanged sentence

( 15,694,415 )

Net Loss Attributable

to Common Stockholders

Net Loss Attributable to Common Stockholders

$ ( 40,490,938 )

$ ( 103,323,176 )

Other Comprehensive (Loss) Income, Net

Unrealized (Loss) Gain

on Securities Investment

Currency Translation Adjustment

Other Comprehensive Loss, Net

Unrealized Gain (Loss) on Securities Investment

Foreign Currency Translation Adjustment

( 3,974,966 )

2 unchanged sentences

( 123,049,736 )

Comprehensive Loss Attributable to Non-controlling

Comprehensive Loss Attributable to Non-controlling Interests

( 5,620,606 )

( 16,933,170 )

Comprehensive Loss Attributable

to Common Stockholders

Comprehensive Loss Attributable to Common Stockholders

$ ( 40,043,421 )

1 unchanged sentence

Net Loss Per Share - Basic and Diluted

Continuing Operations

Basic Net Loss Per Share

Weighted Average Common

Shares Outstanding - Basic and Diluted

accompanying notes to consolidated financial statements.

EHome International Inc.

Weighted Average Common Shares Outstanding - Basic and Diluted

The numbers of weighted average outstanding common stock - basic and diluted were adjusted retrospectively to reflect the 20-for-1

reverse stock split on December 28, 2022

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Statements of Stockholders’ Equity

Two Year Period Ended December 31, 2021

For Two Year Period Ended December 31, 2022

Comprehensive

Stockholders’

A Preferred Stock

B Preferred Stock

Paid in Capital

Other Comprehensive Income

Alset EHome International Stockholders’ Equity

Non-Controlling

Stockholders’ Equity

at January 1, 2020

Comprehensive

Stockholders’

at January 1, 2021 (As Restated)

$ 102,729,944

Cancellation of Outstanding

$ ( 44,910,297 )

Issuance of Stock

Subsidiary’s Issuance

Proceeds from Selling Subsidiary

Sale of Impact BioMedical

to Related Party

Transfer iGalen International

to Related Party

Change in Non-Controlling

of Common Stock

Common Stock to Series A Preferred Stock

( 6,380,000 )

Related Party Note Payable to Series B Preferred Stock

Preferred Stock Series A and B to Common Stock

under Common Control

( 57,190,499 )

Change in Unrealized Gain

on Investment

Foreign Currency Translations

Distribution to Non-Controlling

( 57,190,499 )

of Vivacitas to Related Party

Stock of True Partner from Related Party

Conversion Feature Intrinsic Value, Net

Related Party Note Payable to Common Stock

Issuance of Stock

from Selling Subsidiary Equity

in Non-Controlling Interest

( 5,729,539 )

1 unchanged sentence

( 2,199,990 )

Balance at January 1,

2021 (As Restated)

Deconsolidate

American Pacific Bancorp

American Premium Water Warrant to Purchase Stock

in Unrealized Loss on Investment

Currency Translations

( 2,625,912 )

2 unchanged sentences

( 3,974,966 )

Issuance of Common Stock

Convert Common stock to Series

A Preferred Stock

to Non-Controlling Shareholders

( 2,549,750 )

Convert Related Party Note

Payable to Series B Preferred Stock

Convert Preferred Stock Series

A and B to Common

Transactions under Common

( 2,549,750 )

1 unchanged sentence

( 103,323,176 )

Sale of Vivacitas to Related

Purchase Stock of True Partner

from Related Party

Beneficial Conversion Feature

Intrinsic Value, Net

Change in Non-Controlling

( 15,694,415 )

( 119,017,591 )

at January 1, 2022

$ 296,181,977

Convert Related Party Note

Payable to Common Stock

Subsidiary’s Issuance

Proceeds from Selling Subsidiary

Deconsolidate American Pacific

Exercise American Premium

Water Warrant to Purchase Stock

Change in Unrealized Loss

on Investment

Change in Unrealized Gain

(Loss) on Investment

Foreign Currency Translations

$ ( 148,233,473 )

2 unchanged sentences

$ 296,181,977

Distribution to Non-Controlling

$ ( 148,233,473 )

1 unchanged sentence

$ 170,289,786

of Common Stock by Exercising Warrants

of Common Stock to Purchase Alset International Stock

Related Party Note to Common Stock

Stock Split 1 for 20

( 141,084,342 )

Deconsolidate

Alset Capital Acquisition

from Purchase of DSS Stock

Conversion Feature Intrinsic Value, Net

in Non-Controlling Interests

( 7,227,120 )

in Unrealized Loss on Investment

from Purchasing Value Exchange Stock from Related Party

Currency Translations

( 40,490,938 )

Balance at December

( 40,490,938 )

1 unchanged sentence

( 46,212,505 )

at December 31, 2022

$ 322,534,891

3 unchanged sentences

$ 322,534,891

accompanying notes to consolidated financial statements.

EHome International Inc.

$ ( 188,724,411 )

$ 137,653,966

$ 148,663,115

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Statements of Cash Flows

the Years Ended December 31, 2021 and 2020

For the Years Ended December 31, 2022 and 2021

Cash Flows from Operating Activities

Net Loss from

Net Loss from Operations

$ ( 46,212,505 )

$ ( 119,017,591 )

Adjustments to Reconcile

Net Loss to Net Cash Used in Operating Activities:

Amortization of Right-Of-Use

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Amortization of Right-Of-Use Asset

Amortization of Debt Discount

Shared-based Compensation

Impairment on Promissory

Impairment on Life Insurance

Share-based Compensation and Expense

Impairment of Promissory Note

Foreign Exchange Transaction Loss (Gain)

( 1,403,859 )

Unrealized Loss on Securities Investment

Unrealized Loss on Securities Investment – Related Party

Realized Loss on Securities Investment

Loss on Exchange of Investment Securities

PPP Loan Forgiveness

Foreign Exchange Transaction

Director Compensation Adjustment

( 1,185,251 )

Unrealized Loss on Securities

Realized Loss on Securities

Loss on Equity Method Investment

Net Gain in the Unconsolidated

Changes in Operating Assets

and Liabilities

Account Receivables

Changes in Operating Assets and Liabilities

( 8,241,487 )

Account Receivables

Prepaid Expense

( 1,521,281 )

Trading Securities

( 7,510,442 )

Accounts Payable and Accrued

( 14,426,785 )

Accounts Payable and Accrued Expenses

( 9,535,319 )

Other Receivables - Related Parties

Deferred Revenue

3 unchanged sentences

( 1,230,783 )

( 1,182,933 )

Cash (Used in) Provided by Operating Activities

Net Cash Used in Operating Activities

( 31,855,435 )

Cash Used in Discontinued Operating Activities

Cash (Used in) Provided by Operating Activities

( 16,684,360 )

1 unchanged sentence

Purchase of Fixed Assets

Purchase of Real Estate

Purchase of Real Estate Properties

( 6,057,493 )

Proceeds from Global Opportunity

Fund Liquidation

Sales of Investment Securities

Purchase of Investment

( 25,362,146 )

Investment in Life Insurance

Sales of Investment Securities

to Related Party

Cash Loss in Deconsolidation

of American Pacific Bancorp

Real Estate Improvements

Purchase of Investment Securities

( 8,429,620 )

Issuing Loan Receivable

- Related Party

( 19,390,318 )

form Loan Receivable - Related Party

Cash (Used in) Provided by Investing Activities

Proceeds from Investment Securities

Sales of Investment Securities to Related Party

Cash Loss of Deconsolidation of American Pacific Bancorp Inc.

( 1,235,953 )

Cash Used in Discontinued Investing Activities

Cash (Used in) Provided by Investing Activities

Issuing Loan Receivable - Related Party

( 11,878,605 )

Proceeds from Loan Receivable - Related Party

Net Cash Used in Investing Activities

( 15,123,041 )

( 56,044,001 )

Cash Flows from Financing Activities

Proceeds from Common Stock

Proceeds from Exercise

of Subsidiary Warrants

Proceeds from Sale of Subsidiary

Dividend Paid on Preferred

Borrowings from M&T

Proceeds from Common Stock Issuance

Proceeds from Exercise of Subsidiary Warrants

Proceeds from Sale of Subsidiary Shares

Dividend Paid on Subsidiary Preferred Stock

Borrowing from PPP Loan

Repayment of PPP Loan

Distribution to Non-controlling

Interest Shareholders

Borrowing from a Commercial Loan

Distribution to Non-controlling Interest Shareholders

( 2,549,750 )

Repayment to Notes Payable

Proceeds from Notes Payable

- Related Parties

Proceeds from Note Payable - Related Parties

Repayment to Notes Payable - Related Parties

( 7,057,324 )

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Restricted Cash

( 40,920,995 )

Cash Provided by Financing Activities

Cash Provided by Discontinued Financing Activities

Cash Provided by Financing Activities

Net Increase in Cash and Restricted Cash

Effects of Foreign Exchange Rates on Cash

( 1,359,281 )

Cash and Restricted

Cash - Beginning of Year

Cash and Restricted

Cash- End of Period

( 1,622,343 )

Cash and Restricted Cash - Beginning of Year

and Restricted Cash- End of Year

Restricted Cash

Total Cash and Restricted Cash

Supplementary Cash Flow Information

Paid for Interest

Paid for Taxes

Supplemental Disclosure of Non-Cash Investing

and Financing Activities

(Loss) Gain on Investment

Recognition of ROU / Lease Liability

True Partner Stock by Issuing Promissory Note

of Investment in Vivacitas to Related Party

under Common Control

Intrinsic Value of

Cash Paid for Interest

Cash Paid for Taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Unrealized Gain (Loss) on Investment

Initial Recognition of ROU / Lease Liability

Acquiring True Partner Stock by Issuing Promissory Note

Sale of Investment in Vivacitas to Related Party

Deconsolidate Alset Capital Acquisition

Intrinsic Value of BCF

$ ( 50,770,192 )

Notes to Stock

Pacific Bancorp Deconsolidation

from Exercise of American Premium Water Warrant

of Fixed Asset by Issuing Promissory Note

of Impact BioMedical Inc.

to Related Party

of iGalen International Inc.

to Related Party

in Non-Controlling Interest

accompanying notes to consolidated financial statements.

EHome International Inc.

Issuance of Stock by Exercising Warrants

Transactions under Common Control

Convert Related Party Note Payable to Common Stock

Deconsolidate American Pacific Bancorp Inc.

Gain from Exercise of American Premium Water Warrant

Purchase of Fixed Asset by Issuing Promissory Note

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

3 unchanged sentences

of Operations

EHome International Inc.

(the “Company” or “AEI”), formerly known as HF Enterprises Inc., was incorporated in

the State of Delaware on March 7, 2018 and 1,000

shares of common stock was issued to Chan Heng

Fai, the founder, Chairman and Chief Executive Officer of the Company.

AEI is a diversified holding company principally engaged through

its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation

technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia

and South Korea.

The Company manages its principal businesses primarily through its subsidiary, Alset International Limited (“Alset

International”, f.k.a.

Singapore eDevelopment Limited), a company publicly traded on the Singapore Stock Exchange.

October 1, 2018, Chan Heng Fai transferred his 100 %

interest in Alset Global Pte.

(“Alset Global”, formerly known as Hengfai International Pte.

Ltd.) to Alset EHome

International Inc.

in exchange for 8,500,000

shares of the Company’s common stock.

Global holds a 100 %

interest in Alset Business Development Pte.

(“Alset Business Development”), formerly known as Hengfai Business Development

(the “Company” or “AEI”), formerly known as Alset EHome International Inc.

and HF Enterprises Inc., was

incorporated in the State of Delaware on March 7, 2018 and 50 shares of common stock were issued to Chan Heng Fai, the founder, Chairman

and Chief Executive Officer of the Company.

On October 4, 2022, through a merger transaction, the Company was reincorporated in Texas.

AEI is a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other real

estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United

States, Singapore, Hong Kong, Australia and South Korea.

The Company manages its principal businesses primarily through its subsidiary,

Alset International Limited (“Alset International”, f.k.a.

Singapore eDevelopment Limited), a company publicly traded on

the Singapore Stock Exchange.

October 1, 2018, Chan Heng Fai transferred his 100 % interest in Alset Global Pte.

(“Alset Global”, formerly known as

Hengfai International Pte.

Ltd.) to Alset Inc.

in exchange for 425,000 shares of the Company’s common stock.

Alset Global holds

a 100 % interest in Alset Business Development Pte.

(“Alset Business Development, formerly known as Hengfai Business

Development Pte.

Both Alset Global and Alset Business Development are holding companies with no business operations.

December 31, 2021, the Company held 2,810,999,176

shares and 10,000,000

warrants of Alset International, which is the

primary operating company of AEI.

The Company held 1,011,150,294

shares and 139,834,471

warrants of Alset International on December 31,

On December 31, 2021 and 2020, the Company’s ownership of Alset International was 76.8 %

respectively.

31, 2022, the Company held 2,983,918,265 shares and 0 warrants of Alset International, which is the primary operating company of AEI.

The Company held 2,810,999,176 shares and 10,000,000 warrants of Alset International on December 31, 2021.

On December 31, 2022 and 2021,

the Company’s ownership of Alset International was 85.4 % and 76.8 %, respectively.

on October 1, 2018, Chan Heng Fai transferred his 100 % ownership interest in Impact Oncology Pte.

10 unchanged sentences

The Company’s net proceeds from this offering were approximately $ 13.2

$ 13.2 million.

May 13, 2021, July 30, 2021 and December 8, 2021 the Company held follow up offerings of its common shares.

3 unchanged sentences

$ 105 million.

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $ 6,250,000 .

The note bears interest of 3 % per annum and was due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note could be converted in part or whole into

common shares of the Company at the conversion price of $ 12.50 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan Heng Fai opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

January 17, 2022 the Company entered into a securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to

purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price of 1,473,449 newly issued shares

of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities

purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase

price of 1,765,964 newly issued shares of the Company’s common stock.

The closing of this transaction with Chan Heng Fai was subject

to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately

8.4 % of the 3,492,713,362 total issued and outstanding shares of Alset International.

The Company had a Special Meeting of Stockholders

to vote on the approval of this transaction on June 6, 2022.

December 6, 2022, the Company filed a Certificate of Amendment to the Company’s Certificate of Formation with the Texas Secretary

of State to effect a 1-for-20 reverse stock split.

The Reverse Stock Split was effective as of December 28, 2022.

The par value of the

common stock following the reverse stock split remains at $0.001 per share.

The reverse stock split has been retroactively applied to

all financial statements presented.

of December 31, 2022 and 2021, the total outstanding common shares of the Company were 7,422,846 and 4,368,422 , respectively.

Company has four operating segments based on the products and services we offered, which include three of our principal businesses –

Company has four operating segments based on the products and services we offer, which include three of our principal businesses –

real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business

12 unchanged sentences

to have approximately 689 units.

2021, LiquidValue Development’s subsidiaries purchased 109 homes in Texas from other builders in different communities.

intends to rent these homes.

LiquidValue Development pursued this new endeavor in part to improve cash flow and smooth out the inconsistencies

of income in residential land development.

We intend to develop our subsidiary American Home REIT Inc.

as the owner of single-family

rental homes.

2022 and 2021, LiquidValue Development’s subsidiaries purchased 23 and 109 homes, respectively, in Texas from other builders in

different communities.

The Company intends to rent these homes.

LiquidValue Development pursued this new endeavor in part to improve

cash flow and smooth out the inconsistencies of income in residential land development.

We intend to develop our subsidiary American

Home REIT Inc.

as the owner of most of single-family rental homes.

Transformation Technology

Company’s digital transformation technology segment is comprised of GigWorld Inc.

Company’s digital transformation technology segment is comprised of Hapi Metaverse Inc.

and its subsidiaries.

The Company’s digital

transformation technology business is involved in mobile application product development and other businesses, providing information

The Company’s

digital transformation technology business is involved in mobile application product development and other businesses, providing information

technology services to end-users, service providers and other commercial users through multiple platforms.

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and counterfeit and fraud detection.

GigWorld Inc.

(“GigWorld”), a 99.9 %-owned subsidiary of Alset International, focuses

on business-to-business solutions such as enterprise messaging and workflow.

Through GigWorld, the Company has successfully implemented

several strategic platform developments for clients, including a mobile front-end solution for network marketing, a hotel e-commerce

platform for Asia and a real estate agent management platform in China.

Company’s biohealth segment is comprised of Global BioMedical Pte.

and Health Wealth Happiness Pte.

and is committed

to both funding research and developing and selling products that promote a healthy lifestyle.

BioMedical Inc., a subsidiary of Global BioMedical Pte.

Ltd, is focusing on research in three main areas:

(i) development of a universal

therapeutic drug platform;

(ii) a new sugar substitute;

and (iii) a multi-use fragrance.

Global BioLife established a joint venture,

Sweet Sense, Inc., with Quality Ingredients, LLC for the development, manufacture, and global distribution of the new sugar substitute.

On November 8, 2019, Impact BioMedical Inc.

purchased 50 % of Sweet Sense Inc.

from Quality Ingredients, LLC for $ 91,000 .

is an 81.8 % owned subsidiary of Impact BioMedical Inc.

April 27, 2020, Global BioMedical Pte Ltd (“GBM”), a wholly owned subsidiary of Alset International, entered into a share

exchange agreement with DSS BioHealth Security, Inc.

(“DBHS”), a wholly owned subsidiary of DSS, Inc.

pursuant to which, DBHS will acquire all of the outstanding capital stock of Impact BioMedical Inc., through a share exchange.

The transaction

was closed on August 21, 2020 and Impact BioMedical became a direct wholly owned subsidiary of DBHS.

For further details on this transaction,

refer to Note 13, Discontinued Operations.

December 30, 2020, Alset International’s ownership of 53 % of iGalen International was sold to one of the directors of iGalen International.

The disposal of this entity does not meet the criteria of ASU 2014-08 and therefore is not treated as a discontinued operation.

details, refer to Note 9 – Related Party Transactions.

iGalen International Inc.

owns 100 % of iGalen Inc.

iGalen USA, LLC).

During the years ended December 31, 2021 and 2020, the revenue from iGalen Inc.

was $ 0 and $ 89,567 , respectively.

As of December 31,

2021 and 2020, the deferred revenue was $ 0 .

October 2019, the Company expanded its biohealth segment to the South Korean market through one of the subsidiaries of Health

Wealth Happiness Pte.

Ltd., HWH World Inc (“HWH World”).

HWH World, similarly to iGalen Inc., operates based on a direct

sale model of health supplements.

HWH World recognized $ 5,543,066

and $ 2,504,944

in revenue in the years ended December 31, 2021

and 2020, respectively.

As of December 31, 2021 and 2020, the deferred revenue was $ 728,343

and $ 2,867,226 ,

respectively.

All deferred revenue came from unrecognized sales.

Hapi Metaverse Inc.

(“Hapi Metaverse”), our 99.7 %-owned subsidiary, focuses on business-to-business

solutions such as enterprise messaging and workflow.

Through Hapi Metaverse, the Company has successfully implemented several strategic

platform developments for clients, including a mobile front-end solution for network marketing, a hotel e-commerce platform for Asia

and a real estate agent management platform in China.

Company’s biohealth segment is comprised of HWH International Inc.

and its subsidiaries and is committed to both funding research

and developing and selling products that promote a healthy lifestyle.

October 2019, the Company expanded its biohealth segment into the Korean market through one of the subsidiaries of HWH International

Inc., HWH World Inc (“HWH World”).

HWH World is in the business of sourcing and distributing dietary supplements and other

health products through its network of members in the Republic of Korea (“South Korea”).

HWH World generates product sales

via its direct sale model as products are sold to its members.

Through the use of a Hapi Gig platform that combines e-commerce, social

media and a customized rewards system, HWH Korea equips, trains and empowers its members.

We compete with numerous direct sales companies

in South Korea.

HWH World recognized $ 753,651 and $ 5,543,066 in revenue in the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, the deferred revenue was $ 21,198 and $ 728,343 , respectively.

All deferred revenue came from unrecognized

Business Activities

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Ltd., BMI Capital Partners

International Limited and Singapore Construction & Development Pte.

OF SIGNIFICANT ACCOUNTING POLICIES

International Limited, Singapore Construction & Development Pte.

and food and beverage part of HWH International Inc.

The Company, through Alset F&B One Pte.

(“Alset F&B One”) and Alset F&B (PLQ) Pte.

PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively, both of which have since commenced

These licenses will allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurant in Singapore.

Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional

coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus.

The Company, through Hapi Café Inc.

(“HCI-T”), commenced operation of two cafés during 2022 and 2021, which

are located in Singapore and South Korea.

The cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte.

Limited (“HCSG”)

in Singapore and Hapi Café Korea Inc.

(“HCKI”) in Seoul, South Korea.

Hapi Cafes are distinctive lifestyle café

outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone to relish

the four facets – health and wellness, fitness, productivity, and recreation all under one roof.

the years ended on December 31, 2022 and 2021, the revenue from the other business activities described above was approximately $ 568,248

and $ 42,377 , respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

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OF SUBSIDIARIES

of subsidiary consolidated under AEI

other jurisdiction of incorporation or organization

Hengfai International Pte.

Business Development Pte.

Hengfai Business Development Pte.

Impact Oncology Pte.

Enterprises Pte.

Attributable interest

State or other jurisdiction of

Name of subsidiary consolidated under AEI

incorporation or

December 31, 2022

December 31, 2021

Alset Global Pte.

Alset Business Development Pte.

Global eHealth Limited

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LiquidValue Asset Management Pte.

Alset Solar Limited (a.k.a.

SeD Home Limited)

Alset Solar Limited

Alset F&B One Pte.

Management Pte.

Global TechFund of Fund Pte.

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United States of America

Hapi Metaverse Inc.

GigWorld Inc.)

HotApp Blockchain Inc.)

United States of America

BlockChain Pte.

HotApps International Pte.

HotApp BlockChain Pte.

HotApp International Limited

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United States of America

SeDHome Rental Inc

United States of America

SeD REIT Inc.

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Gig Stablecoin Inc.

Crypto Exchange

United States of America

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Alset Energy Pte.

GDC REIT Inc.

Alset Payment Inc.)

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United States of America

Although the Company indirectly holds

percentage of shares of these entities less than 50%, the subsidiaries of the Company directly hold more than 50% of shares of these

entities, and therefore, they are still consolidated into the Company.

Alset Spac Group Inc.

United States of America

Hapi Travel Pte.

Hapi WealthBuilder Pte.

Alset Mining Pte.

HWH Marketplace Pte.

HWH International Inc.

United States of America

Hapi Cafe SG Pte.

Alset Reits Inc.

United States of America

Alset Home REIT Inc.

United States of America

Hapi Metaverse Inc.

United States of America

Hapi Cafe Limited

MOC HK Limited

AHR Texas Four, LLC

United States of America

Alset F&B (PLQ) Pte.

the Company indirectly holds percentage of shares of these entities less than 50%, the subsidiaries of the Company directly hold

more than 50% of shares of these entities, and therefore, they are still consolidated into the Company.

preparation of consolidated financial statements in conformity with U.S.

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those costs could also be allocated based on area method, the size of the lot compared to the total size of all lots in the project.

the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values

between land and building based on the data of similar properties.

The Company makes appropriate adjustments once the assessment

from the county is received.

At the same time, any necessary adjustments to depreciation expense are made in the income statement.

On December 31, 2022 and 2021 the Company adjusted $ 4,791,997

and $ 821,417

between building and land, respectively.

During the year of 2022 and 2021, the Company adjusted depreciation expenses of $ 197,609

respectively.

between Entities under Common Control

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the conversion price of AEI’s Stock Market Price.

AEI’s Stock Market Price shall be $ 5.59 per share, equivalent to the average

of the five closing per share prices of AEI’s Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P.

The above four

acquisitions from Chan Heng Fai were transactions between entities under common control.

AEI’s Stock Market Price shall be $ 111.80 per share, equivalent to the

average of the five closing per share prices of AEI’s Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P.

four acquisitions from Chan Heng Fai were transactions between entities under common control.

October 15, 2020, American Pacific Bancorp (which subsequently became a majority-owned subsidiary of the Company) entered into an acquisition

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of January 1, 2020 for comparative purposes.

For details refer to Note 5 – Business Under Common Control.

stock price was $ 10.03 on March 12, 2021, the commitment date.

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until the loan agreement terminates.

As of December 31, 2021 and 2020, the total balance of these two accounts was $ 4,399,984 and $ 5,729,067 ,

respectively.

In May 2022 the funds from this escrow account were released and the account closed.

As of December

31, 2022 and 2021, the total balance of these two accounts was $ 309,219 and $ 4,399,984 , respectively.

a condition to the loan agreement with National Australian Bank Limited in conjunction with the Perth project, an Australian real estate

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As of December

31, 2021 and 2020, the account balance was $ 36,316 and $ 38,550 , respectively.

These funds will remain as collateral for the loans until

paid in full.

31, 2021, the account balance was $ 36,316 .

In February 2022 the Company repaid the loan and the funds were subsequently released.

Company puts funds into a brokerage account specifically for equity investment.

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December 31, 2022 and 2021, the balance of account receivables was $ 46,522 and $ 39,622 , respectively.

Approximately $ 2,500 and $ 1.3

million of account receivables as of December 31, 2021 and 2020, respectively, was from DSS with a merchant agreement, under which the

Company uses DSS credit card platform to collect money from our direct sales.

Approximately $ 0 and $ 2,500 of account receivables as of December 31, 2022 and 2021, respectively, was from DSS with a merchant agreement, under which the Company

used DSS credit card platform to collect money from our direct sales.

Company monitors its account receivables balances on a monthly basis to ensure that they are collectible.

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As of December 31, 2022 and 2021, inventory consisted of finished

goods from HWH World Inc.

The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required

to write-down inventories to net realizable value.

goods from subsidiaries of HWH International Inc.

The Company continuously evaluates the need for reserve for obsolescence and possible

price concessions required to write-down inventories to net realizable value.

Securities at Fair Value

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at the close of the reporting period.

Amarantus BioScience Holdings (“AMBS”) and True Partner Capital Holding Limited

(“True Partner”) are publicly traded companies.

The Company does not have significant influence over AMBS and True Partner,

as the Company is the beneficial owner of approximately 5.3 %

of the common shares of AMBS and 15.5 %

of True Partner.

Amarantus BioScience Holdings (“AMBS”) and True Partner Capital Holding Limited (“True

Partner”) are publicly traded companies.

The Company does not have significant influence over AMBS and True Partner, as the Company

is the beneficial owner of approximately 5.3 % of the common shares of AMBS and as of December 31, 2021 held 15.5 % of True Partner.

May 17, 2022 the Company sold its investment in True Partner to DSS Inc.

The stock’s fair value is determined by quoted stock prices.

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an OTC listed company, for an aggregate subscription price of $ 650,000 .

After the transaction the Company owns approximately 18 % of Value

Exchange International and does not have significant influence on it.

The stock’s fair value is determined by quoted stock prices.

On October 17, 2022 the Company purchased additional 7,276,163

common shares of Value Exchange International for an aggregate purchase price of $ 1,743,734 .

After the transaction the Company owns approximately

38.3 % of Value Exchange International and exercises significant influence over it.

Our Chief Executive Officer, Chan Heng Fai, is also

an owner of the common stock of Value Exchange International (not including any common shares we hold).

Additionally, certain members

of our board of directors serve as directors of Value Exchange International.

The stock’s fair value is determined by quoted stock

the year ended December 31, 2021, the Company’s subsidiaries established a portfolio of trading securities.

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in our portfolio and fair value of these trading securities are determined by quoted stock prices.

Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity

method of accounting.

has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity method

of accounting.

Holista CollTech Limited (“Holista”), DSS, Inc.

(“DSS”) and American Premium Water Corp

(“APW”) are publicly traded companies and fair value is determined by quoted stock prices.

The Company has significant influence

but does not have a controlling interest in these investments, and therefore, the Company’s investment could be accounted for under

the equity method of accounting or elect fair value accounting.

(“DSS”) and New

Electric CV Corporation (“NECV” formerly known as “American Premium Mining Corporation” (“APM”),

and earlier known as “American Premium Water Corp.”) are publicly traded companies and fair value is determined by quoted

stock prices.

The Company has significant influence but does not have a controlling interest in these investments, and therefore, the

Company’s investment could be accounted for under the equity method of accounting or elect fair value accounting.

Company has significant influence over DSS.

As of December, 2021 and December 31, 2020, the Company owned approximately 24.9 %

of the common stock of DSS, respectively.

CEO is a stockholder and the Chairman of the Board of Directors of DSS.

Chan Tung Moe, our Co-Chief Executive Officer and the son

of Chan Heng Fai, is also a director of DSS.

As of December, 2022 and 2021, the Company owned approximately 45.2 % and 24.9 % of the

common stock of DSS, respectively.

Our CEO is a stockholder and the Chairman of the Board of Directors of DSS.

Chan Tung Moe, our

Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

William Wu, Wong Shui Yeung and Joanne Wong Hiu

Pan, directors of the Company, are each also directors of DSS.

Company has significant influence over Holista as the Company and its CEO are the beneficial owner of approximately 15.5 % of the

outstanding shares of Holista and our CEO held a position on Holista’s Board of Directors until June of 2021.

Company has significant influence over APW as the Company is the beneficial owner of approximately 17.5 % of the common shares of

APW and one officer from the Company holds a director position on APW’s Board of Directors.

Company has significant influence over NECV as the Company is the beneficial owner of approximately 0.8 % of the common shares of NECV

and one officer from the Company holds a director position on NECV’s Board of Directors.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc.

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As of December 31,

2021 and December 31, 2020, AMRE was a private company.

Based on management’s analysis, the fair value of the AMRE warrants was

$ 0 as of December 31, 2021 and December 31, 2020.

2022 and 2021, AMRE was a private company.

Based on management’s analysis, the fair value of the AMRE warrants was $ 0 as of December

In March 2022 both loans, together with warrants were converted into common shares of AMRE.

After the conversion, the Company

owns approximately 15.8 % of AMRE.

Company held a stock option to purchase 250,000 shares of Vivacitas common stock at $ 1 per share at any time prior to the date of a public

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Transactions, Sale of Investment in Vivacitas to DSS .

Company accounts for certain of its investments in funds without readily determinable fair values in accordance with ASU No.

Fair Value Measurement (Topic 820):

Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its

Equivalent) (“2015-07”).

In the first six months of 2022 the Company invested $ 100,000 in Class A Shares of Novum Alpha

Global Opportunity Digital Asset Fund I SP, a segregated portfolio of Novum Alpha SPC (“Novum Alpha Fund”).

This fund invests

in long-short digital assets.

The Company subscribed in participating shares which are redeemable and non-voting.

The Company closed

the fund in July 2022 recording $ 74,827 loss on this investment.

Securities at Cost

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Asset Management Pte.

(“LiquidValue”), a subsidiary of the Company owns less than 3.4 % of American Medical REIT Inc.

(“AMRE”) as of December 31, 2021, a startup REIT company concentrating on medical real estate.

AMRE acquires state-of-the-art,

purpose-built healthcare facilities and leases them to leading clinical operators with dominant market share under secure triple net

AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers,

and other licensed medical treatment facilities.

(“LiquidValue”), a subsidiary of the Company owns 15.8 % of American Medical REIT Inc.

as of December 31, 2022, a company concentrating on medical real estate.

AMRE acquires state-of-the-art, purpose-built healthcare facilities

and leases them to leading clinical operators with dominant market share under secure triple net leases.

AMRE targets hospitals (both

Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment

Chan Heng Fai, our CEO, is the executive chairman and director of AMRE.

did not invest equity but provided a loan to AMRE (for further details on this transaction, refer to Note 9, Related Party Transactions).

On balance sheet, the prorate loss from AMRE was not recorded as a liability because the Company is not liable for the obligations of

AMRE and also not committed to provide additional financial support.

(“BioLife’), a subsidiary consolidated under Alset International, entered into a joint venture agreement on April

25, 2018 with Quality Ingredients, LLC (“QI”).

The agreement created an entity called Sweet Sense, Inc.

(“Sweet Sense”)

which was 50 % owned by BioLife and 50 % owned by QI.

Management believed its 50 % investment represents significant influence over Sweet

Sense and accounts for the investment under the equity method of accounting.

November 8, 2019, Impact BioMedical Inc., a subsidiary of the Company, purchased 50 % of Sweet Sense from QI for $ 91,000 and recorded

a loss from acquisition of $ 90,001 .

As of November 8, 2019, the total investment in joint venture was equal to $ 91,000 and the proportionate

losses totaled $ 90,001 .

The transaction was not in the scope of ASC 805 Business Combinations since the acquisition was accounted for

an asset purchase instead of a business combination.

As an asset acquisition, the Company recorded the transaction at cost and applied

ASC 730 to expense in-process research and development cost, the major cost of Sweet Sense.

Consequently, Sweet Sense was an 81.8 % owned

subsidiary of Impact BioMedical Inc.

and therefore, was consolidated into the Company’s condensed consolidated financial statements

as of September 30, 2020.

On August 20, 2020 Impact BioMedical Inc.

was sold to one of DSS’s subsidiaries.

As a subsidiary of Impact

BioMedical Inc., Sweet Sense was in the discontinued operations of Impact BioMedical Inc.

(See Note 13 Discontinued Operations).

Venture with Novum

April 20, 2021, one of Company’s indirect subsidiaries, SeD Capital Pte.

(“SeD Capital”), entered into joint venture

agreement with a digital asset management firm Novum Alpha Pte Ltd (“Novum”).

Pursuant to this agreement, SeD Capital will

own 50 % of the issued and paid-up capital in the joint venture company, Credas Capital Pte Ltd (“Credas”) with the remaining

50 % shareholding stake held by Novum.

On the consolidated balance sheet, the prorate loss from Credas was not recorded as a liability

because the Company is not liable for the obligations of Credas and also not committed to provide additional financial support.

DSS, of which we own 45.2% and have significant influence

over, owns 80.8% of AMRE.

Therefore, the Company has significant influence on AMRE.

Pacific Bancorp, Inc.

to Securities Purchase Agreement from March 12, 2021 the Company purchased of 4,775,523 shares of the common stock of American Pacific

to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 shares of the common stock of American Pacific

(“APB”) and gained majority ownership in that entity.

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for $ 40,000,200 cash.

As a result of the new share issuances,

the Company’s ownership percentage of APB fell below 50% to 41.3% and the entity was deconsolidated in accordance with ASC 810-10.

Upon deconsolidation the Company elected to apply the equity method accounting as the Company still retained significant influence.

a result of the deconsolidation, the Company recognized gain of approximately $ 28.2 million .

The gain represents the difference between

the fair value of retained equity method investment of $ 30.8 million and the investment percentage of carrying amount of APB’s

net assets of $ 2.9 million.

Considering the transaction was between related parties, the Company recorded the gain as additional paid

in capital in its equity.

From September 8 to December 31, 2021, the investment loss was $ 51,999 .

As of December 31, 2021, the investment

in APB was $ 30,801,129 .

As a result of the new share issuances, the Company’s ownership percentage of

APB fell below 50% to 41.3% and the entity was deconsolidated in accordance with ASC 810-10.

Upon deconsolidation the Company elected

to apply the equity method accounting as the Company still retained significant influence.

As a result of the deconsolidation, the Company

recognized gain of approximately $ 28.2 million.

The gain represents the difference between the fair value of retained equity method investment

of $ 30.8 million and the investment percentage of carrying amount of APB’s net assets of $ 2.9 million.

Considering the transaction

was between related parties, the Company recorded the gain as additional paid in capital in its equity.

From September 8 to December

31, 2021, the investment loss was $ 51,999 .

During the year ended December 31, 2022 the investment gain was $ 867,117 .

As of December 31,

2022 and 2021, the investment in APB was $ 31,668,246 and $ 30,801,129 , respectively.

following table presents summarized unaudited financial information for APB.

OF UNAUDITED FINANCIAL INFORMATION

Summarized Financial Information

Net Income (Loss)

December 31, 2022

December 31, 2021

Capital Acquisition Corp.

February 3, 2022, Alset Capital Acquisition Corp.

(“Alset Capital”), a special purpose acquisition company (SPAC) sponsored

by the Company and certain affiliates, closed its initial public offering of 7,500,000 units at $ 10.00 per unit (the “Offering”).

At the same time the exercise of underwriters’ over-allotment option of additional 1,125,000 units closed.

The Company is majority

owner of Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.

On February 3, 2022, the Sponsor purchased

473,750 units pursuant to a private placement for a purchase price of $ 4,737,500 .

Previously, the Sponsor had purchased 2,156,250 shares

of Class B common stock pursuant to a private placement for a purchase price of $25,000.

After the Offering the Company holds 23.4 % of

Alset Capital.

Chan Heng Fai, the Chairman and CEO of the Company, is the CEO and director of Alset Capital.

In June 2022, the Company

made an adjustment of $ 2,830,961 to Additional Paid in Capital and the fair value of investment in Alset Capital, and reversed the previously

recorded unrealized loss of $ 237,578 , because of the change of valuation methods of the investment on Class B Common Stock and units

the company held.

Initially, the Company used market trading prices of Class A common stock and units to calculate the fair value of

these investment securities and recorded $ 237,578 unrealized loss on security investment during three months ended March 31, 2022.

June 2022, the Company determined the fair value of Class B common shares and units by using a put option model and a Monte Carlo simulation

considering some restrictions and risks related to the securities the Company held.

During the year ended December 31, 2022, the Company

recorded investment loss of $ 203,713 by equity method.

On September 30, 2022 the Company purchased the remaining 10 % ownership in the

Sponsor for $ 476,250 and currently owns 100 % of it.

The Company’s investment in Alset Capital was $ 21,111,575 as of December 31,

June 10, 2021 the Company’s indirect subsidiary Hapi Cafe Inc.

(“Hapi Cafe”) lent $ 76,723 to Ketomei Pte Ltd (“Ketomei”).

On March 21, 2022 Hapi Cafe entered into an agreement pursuant to which the principal of the loan together with accrued interest were

converted into an investment in Ketomei.

At the same time, Hapi Cafe invested an additional $ 179,595 in Ketomei.

After the conversion

and fund investment the Company now holds 28 % of Ketomei.

Ketomei is in the business of selling cooked food and drinks.

During the year

ended December 31, 2022 the investment loss was $ 48,916 .

Investment in Ketomei was $ 207,402 at December 31, 2022.

in Debt Securities

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Note”), a company quoted on the US OTC market.

The value of the convertible note is estimated by management using a Black-Scholes

The value of the convertible note was estimated by management using a Black-Scholes

valuation model.

The fair value of the note was $ 9,799 and $ 66,978 on December 31, 2021 and 2020, respectively.

The fair value of the note was $ 9,799 on December 31, 2021.

The note was redeemed on July 14, 2022 and $ 50,000 principal

together with $ 28,636 accrued interests were received from Sharing Services.

February 26, 2021, the Company invested approximately $ 88,599 in the convertible note of Vector Com Co., Ltd (“Vector Com”),

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$ 21.26 per common share of Vector Com.

As of December 31, 2021, the Management estimated the fair value of the note to be $ 88,599 , the

initial transaction price.

As of December 31, 2022 and 2021, the Management estimated the fair value of the note to be $ 88,599 ,

the initial transaction price.

Interest Entity

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The current level of equity in HWH World Co.

is not sufficient to permit if to operate on its own without

is not sufficient to permit to operate on its own without

additional subordinated financial support.

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The Company does not also have the ultimate

power over the activities which can impact VIE’s economic performance, like developing company budgets or overseen and controlling

power over the activities which can impact VIE’s economic performance, like developing company budgets or overseeing and controlling

the management.

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On December 31, 2022 and 2021 variable interest and amount

receivable in the non-consolidated VIE was $ 236,699 and $ 42,562 , respectively, which represents the Company’s maximum risk of loss

from non-consolidated VIE.

receivable in the non-consolidated VIE was $ 236,699 and $ 236,699 , respectively, which represents the Company’s maximum risk of

loss from non-consolidated VIE.

The Company applied ASC 321 and measured HWH World Co.

investment at cost, less any impairment, plus or minus

changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

investment at cost, less any impairment, plus

or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

Medical REIT Inc.

Company has less than 3.4 % ownership in AMRE and lent two loans of $ 200,000 each and one loan of $ 8,350,000 , all with 8 % per annum interest

One of the $ 200,000 loans is due on March 3, 2022 , the other one is due on October 29, 2024.

The $ 8,350,000 loan is due one on

November 29, 2023.

2021 the Company owned 3.4 % of AMRE and made a loan in the amount of $ 8,350,000 to AMRE, as well as two loans of $ 200,000 each, all with

8 % per annum interest rate.

One of the $ 200,000 loans was due on March 3, 2022, the other one is due on October 29, 2024.

The $ 8,350,000

loan is due on November 29, 2023.

The Company has a variable interest in AMRE.

However, The Company is not deemed to absorb losses or receive benefits

that could potentially be significant to AMRE.

The Company does not also have the ultimate power over the activities which can impact

VIE’s economic performance, like developing company budgets or overseen and controlling the management.

The power to direct these

activities are held by the AMRE’s largest shareholder which owns approximately 93 % of AMRE and AMRE’s management team.

the Company is not a primary beneficiary of this VIE and does not consolidate it.

On December 31, 2021 and 2020 variable interest and

amount receivable in the non-consolidated VIE was $ 8,901,285 and $ 213,431 , respectively, which represents the Company’s maximum

risk of loss from non-consolidated VIE.

Capital Pte Ltd

Company has a 50% ownership of Credas Capital Pte Ltd (“Credas”) and lent a loan of $ 135,720 with zero interest rate and

due on demand.

The current level of equity in Credas is not sufficient to permit if to operate on its own without additional subordinated

financial support.

The Company has a variable interest in Credas.

However, The Company is not deemed to absorb losses or receive benefits

that could potentially be significant to Credas.

The Company does not also have the ultimate power over the activities which can impact

VIE’s economic performance, like developing company budgets or overseen and controlling the management.

Therefore, the Company

is not a primary beneficiary of this VIE and does not consolidate it.

On December 31, 2021 and 2020 variable interest and amount receivable

in the non-consolidated VIE was $ 135,720 and $ 0 , respectively, which represents the Company’s maximum risk of loss from non-consolidated

However, the Company is not deemed to absorb losses or

receive benefits that could potentially be significant to AMRE.

The Company does not also have the ultimate power over the activities

which can impact VIE’s economic performance, like developing company budgets or overseeing and controlling the management.

power to direct these activities is held by AMRE’s largest shareholder which owns approximately 80.8 % of AMRE and AMRE’s

management team.

Therefore, the Company is not a primary beneficiary of this VIE and does not consolidate it.

In March 2022, the Company

converted both $ 200,000 loans and accrued interests, together with accompanying warrants into AMRE common shares.

After the conversion

the Company owns 15.8 % of AMRE.

On July 12, 2022, pursuant to Assignment and Assumption Agreement from February 25, 2022, as amended

on July 12, 2022, the Company sold the $ 8,350,000 loan, together with accrued interest, to DSS for a purchase price of 21,366,177 shares

of DSS’s common stock.

The loss from this transaction of $ 1,089,675 was calculated as the difference between the face value of

promissory note together with accrued interest and the fair value of DSS stock on July 12, 2022, and was recorded under Other Expense

in Statement of Operations.

On December 31, 2022 and 2021 variable interest and amount receivable in the non-consolidated VIE was $ 0

and $ 8,901,285 , respectively, which represents the Company’s maximum risk of loss from non-consolidated VIE.

Estate Assets

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Company capitalized construction costs of approximately $ 3.2

million and $ 10.3

million for the years ended December 31, 2021

and 2020, respectively.

million and $ 6.0 million

for the years ended December 31, 2022 and 2021, respectively.

Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment

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properties are acquired with the intent to be rented to tenants.

During the year ended December 31, 2021, the Company signed multiple

purchase agreements to acquire 109 homes in Montgomery and Harris Counties, Texas.

By December 31, 2021, all of the 109 homes were closed

with an aggregate purchase cost of $ 24,940,764 .

All of these purchased homes are properties of our rental business.

During the years ended December 31, 2022 and 2021, the Company signed

multiple purchase agreements to acquire 23 and 109 homes, respectively.

By December 31, 2022, all of the 132 homes were closed with an

aggregate purchase cost of $ 30,998,258 .

These homes are located in Montgomery and Harris Counties, Texas.

All of these purchased homes

are properties of our rental business.

in Single-Family Residential Properties

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following represents the Company’s revenue recognition policies by Segments:

Company’s main business is land development.

The Company purchases land and develops it for building into residential communities.

of the Company’s real estate business is land development.

The Company purchases land and develops it for building into

residential communities.

The developed lots are sold to builders (customers) for the construction of new homes.

The builders enter a sales contract with the Company

before they take the lots.

The builders enter a

sales contract with the Company before they take the lots.

The prices and timeline are determined and agreed upon in the contract.

The builders do the inspections to

make sure all conditions and requirements in contracts are met before purchasing the lots.

A detailed breakdown of the five-step process

for the revenue recognition of the Ballenger and Black Oak projects, which represented approximately 70 % and 84 %, respectively, of the

Company’s revenue in the years ended December 31, 2021 and 2020, is as follows:

The builders do the inspections to make sure all conditions and requirements in contracts are met before purchasing the lots.

detailed breakdown of the five-step process for the revenue recognition of the Ballenger and Black Oak projects, which represented

approximately 29 %

respectively, of the Company’s revenue in the years ended December 31, 2022 and 2021, is as follows:

the contract with a customer.

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In the year ended December 31, 2022

the Company did not recognize any deferred revenue and collected all rents due.

and 2021, the Company did not recognize any deferred revenue and collected all rents due.

of the Front Foot Benefit Assessments

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Utility expenses are paid directly by tenants.

Company’s net sales consist of product sales.

The Company’s performance obligation is to transfer its products to its third-party

independent distributors (“Distributors”).

The Company generally recognizes revenue when product is shipped to its Distributors.

Company’s Distributors may receive distributor allowances, which are comprised of discounts, rebates and wholesale commission payments

from the Company.

Distributor allowances resulting from the Company’s sales of its products to its Distributors are recorded against

net sales because the distributor allowances represent discounts from the suggested retail price.

addition to distributor allowances, the Company compensates its sales leader Distributors with leadership incentives for services rendered,

relating to the development, retention, and management of their sales organizations.

Leadership Incentives are payable based on achieved

sales volume, which are recorded in general and administrative expenses.

The Company recognizes revenue when it ships products.

receives the net sales price in cash or through credit card payments at the point of sale.

a Distributor returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

In addition, the Company maintains a buyback program pursuant to which it will repurchase products sold to a Distributor who

has decided to leave the business.

Allowances for product returns, primarily in connection with the Company’s buyback program,

are provided at the time the sale is recorded.

This accrual is based upon historical return rates for each country and the relevant return

pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale.

Company collects an annual membership fee from its Distributors.

The fee is fixed, paid in full at the time joining the membership and

non-refundable.

The membership provides the member access to purchase products at a discount, use to certain back office services, receive

commissions for signing up new members, and attend corporate events.

The Company recognizes revenue associated with the membership over

the period of the membership.

Before the membership fee is recognized as revenue, it is recorded as deferred revenue.

Deferred revenue

relating to membership was $ 728,343 and $ 2,867,226 at December 31, 2021 and 2020, respectively.

Direct Sales.

The Company’s net sales consist of product sales.

The Company’s performance obligation is to transfer ownership

of its products to its members.

The Company generally recognizes revenue when product is delivered to its members.

Revenue is recorded

net of applicable taxes, allowances, refund or returns.

The Company receives the net sales price in cash or through credit card payments

at the point of sale.

any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

We do not have buyback program.

However, when the customer requests a return and management decides that the refund is necessary,

we initiate the refund after deducting all the benefits that a member has earned.

The returns are deducted from our sales revenue on

our financial statements.

Allowances for product and membership returns are provided at the time the sale is recorded.

This accrual is

based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received

over a period of up to 12 months following the original sale.

Product and membership returns for the years ended December 31, 2022 and

2021 were approximately $ 41,755 and $ 39,203 , respectively.

The Company collects an annual membership fee from its members.

The fee is fixed, paid in full at the time upon joining

the membership;

the fee is not refundable.

The Company’s performance obligation is to provide its members the right to (a) purchase

products from the Company, (b) access to certain back-office services, (c) receive commissions and (d) attend corporate events.

The associated

performance obligation is satisfied over time, generally over the term of the membership agreement which is for a one-year period.

the membership fee is recognized as revenue, it is recorded as deferred revenue.

Deferred revenue relating to membership was $ 21,198

and $ 728,343 at December 31, 2022 and 2021, respectively.

and Beverage .

The Company, through Alset F&B One Pte.

(“Alset F&B One”) and Alset F&B (PLQ) Pte.

PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively, both of which have since commenced

These licenses will allow Alset F&B One and Alset F&B PLQ each to operate a Killiney Kopitiam restaurant in Singapore.

Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling traditional

coffee and tea, along with a range of local delicacies such as Curry Chicken, Laksa, Mee Siam, and Mee Rebus.

The Company, through

Hapi Café Inc.

(“HCI-T”), commenced operation of two cafés during 2022 and 2021, which are located in Singapore

and South Korea.

cafes are operated by subsidiaries of HCI-T, namely Hapi Café SG Pte.

Limited (“HCSG”) in Singapore and Hapi Café

(“HCKI”) in Seoul, South Korea.

Hapi Cafes are distinctive lifestyle

café outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone

to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof.

performance obligations.

of December 31, 2021 and 2020, there were no remaining performance obligations or continuing involvement, as all service obligations

within the other business activities segment have been completed.

As of December 31, 2022 and 2021, there were no remaining performance obligations or continuing involvement,

as all service obligations within the other business activities segment have been completed.

Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”.

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to non-employees for goods and services.

During the years ended on December 31, 2021 and 2020, the Company recorded $ 73,292 and $ 1,564,376

as stock-based compensation expense.

During the years ended on December 31, 2022 and 2021, the Company recorded $ 0 and $ 73,292 as

stock-based compensation expense.

and reporting currency

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the intercompany loans between Singapore entities and U.S.

The Company recorded $ 1,363,061 gain on foreign exchange during

the year ended on December 31, 2021 and a $ 371,603 loss during the year ended on December 31, 2020.

The Company recorded $ 547,845 loss on foreign exchange during the

year ended on December 31, 2022 and a $ 1,363,061 gain during the year ended on December 31, 2021.

The foreign currency transactional

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shown as a separate component of comprehensive income (loss).

Company recorded other comprehensive loss of $ 3,974,966 from foreign currency translation for the year ended December 31, 2021 and $ 1,148,898

income for the year ended December 31, 2020, in accumulated other comprehensive loss.

Company recorded other comprehensive gain of $ 508,277 from foreign currency translation for the year ended December 31, 2022 and $ 3,974,966

loss for the year ended December 31, 2021, in accumulated other comprehensive loss.

tax expense represents the sum of the current tax expense and deferred tax expense.

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tax assets and liabilities are recognized for all temporary differences, except:

the deferred tax arises from the initial recognition of an asset or liability in a transaction

that is not a business combination and at the time of the transaction affects neither the

accounting profit nor taxable profit or loss.

respect of temporary differences associated with investments in subsidiaries, where the timing

of the reversal of the temporary differences can be determined and it is probable that the

temporary differences will not reverse in the foreseeable future;

respect of deductible temporary differences and carry-forward of unutilized tax losses, if

it is not probable that taxable profits will be available against which those deductible

temporary differences and carry-forward of unutilized tax losses can be utilized.

the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination

and at the time of the transaction affects neither the accounting profit nor taxable profit or loss.

respect of temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences

can be determined and it is probable that the temporary differences will not reverse in the foreseeable future;

respect of deductible temporary differences and carry-forward of unutilized tax losses, if it is not probable that taxable profits

will be available against which those deductible temporary differences and carry-forward of unutilized tax losses can be utilized.

carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable

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comprise convertible securities, such as stock options, convertible bonds and warrants.

Due to the limited operations of the Company,

there are no potentially dilutive securities outstanding during years ended December 31, 2020.

At December 31, 2021 there were 24,976,446

potentially dilutive warrants outstanding.

At December 31, 2022 there were 456,653 potentially

dilutive warrants outstanding.

At December 31, 2021 there were 1,248,822 potentially dilutive warrants outstanding.

Value Measurements

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based on their size.

of December 31, 2021 and 2020, the capitalized financing costs were $ 3,247,739 and $ 3,513,535 , respectively.

of December 31, 2022 and 2021, the capitalized financing costs were $ 3,247,739 .

Party Transactions

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Accounting Pronouncements

pronouncement adopted

response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law

in March 2020.

The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017

Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years,

which was not previously allowed under the 2017 Tax Act.

The CARES Act also eliminates the 80% of taxable income limitations by allowing

corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020.

Taxpayers may generally deduct

interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and

The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits

instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.

addition, the CARES Act raises t he corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property

generally eligible for 15-year cost-recovery and 100% bonus depreciation.

The enactment of the CARES Act did not result in any material

adjustments to our income tax provision for the year ended December 31, 2020.

pronouncement not yet adopted

October 2021, the FASB issued ASU No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers.” ASU 2021-08 requires the company acquiring contract assets and contract liabilities

obtained in a business combination to recognize and measure them in accordance with ASC 606, “Revenue from Contracts with Customers”.

At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract.

the update such amounts were recognized by the acquiring company at fair value.

The amendments in this update are effective for fiscal

years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted, including

in interim periods, for any financial statements that have not yet been issued.

The Company adopted these requirements prospectively,

effective on the first day of the year 2023.

June 2016, the FASB issued ASU No.

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financial statements.

October 2021, the FASB issued ASU No.

202108, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers.” ASU 202108 requires the company acquiring contract assets and contract liabilities

obtained in a business combination to recognize and measure them in accordance with ASC 606, “Revenue from Contracts with

At the acquisition date, the company acquiring the business should record related revenue, as if it had originated

the contract.

Before the update such amounts were recognized by the acquiring company at fair value.

The amendments in this Update

are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

adoption is permitted, including in interim periods, for any financial statements that have not yet been issued.

The Company plans

to adopt these requirements prospectively, effective on the first day of year 2022.

August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40) which simplifies the accounting for convertible instruments.

The guidance removes

certain accounting models which separate the embedded conversion features from the host contract for convertible instruments.

a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard.

2020-06 is effective for fiscal years beginning after December 15, 2023 for smaller reporting companies, including interim

periods within those fiscal years.

Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020.

Company is currently evaluating the impact of ASU 2020-06 on its future consolidated financial statements.

CONCENTRATIONS

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ended December 31, 2022 and 2021:

SCHEDULE OF SEGMENT INFORMATION

Transformation Technology

Year Ended December 31, 2021

( 11,073,756 )

( 11,301,814 )

( 1,136,031 )

( 3,624,200 )

( 18,547,470 )

( 23,491,130 )

Operating Income (Loss)

( 18,519,132 )

( 14,994,122 )

Income (Expense)

( 39,265,445 )

( 65,502,017 )

( 103,489,455 )

Net Income (Loss) Before

( 37,560,598 )

( 84,021,149 )

( 118,483,577 )

Transformation Technology

Year Ended December 31, 2020 (As Restated)

OF SEGMENT INFORMATION

Digital Transformation Technology

Biohealth Business

Year Ended on December 31, 2022

Cost of Sales

( 3,016,200 )

( 3,731,990 )

Operating Expenses

( 1,479,674 )

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( 4,694,526 )

Income (Expense)

( 7,089,374 )

( 1,098,888 )

( 2,489,599 )

Net Income (Loss) Before

( 5,175,688 )

( 4,674,337 )

December 31, 2021

Cash and Restricted

December 31, 2020

Cash and Restricted

BUSINESS UNDER COMMON CONTROL

to the transactions with Chan Heng Fai on March 12, 2021 and acquisition of HengFeng Finance Limited (“HFL”) on April 21,

2021, transactions between entities under common control (for further details on these transactions, refer to Note 2 – Summary

of Significant Accounting Policies), the Company has disclosed the Consolidated Statement of Operations and Other Comprehensive Income

for the Year Ended on December 31, 2020 and Consolidated Balance Sheet as of December 31, 2020, to adjust the information on a consolidated

basis as follows:

Statement of Operations and Other Comprehensive Income for the Year Ended on December 31, 2020

SCHEDULE OF ADJUSTMENT INFORMATION

Previously Reported

of APB under Common Control

of LVD Ltd under Common Control

Property Sales

Product Sales

Total Revenue

Operating Expenses

Cost of Sales

General and Administrative

and Development

Total Operation Expenses

Loss From Continuing Operations

( 1,690,441 )

( 2,184,738 )

Other Income (Expense)

Interest Income

Interest Expense

Net Gain on Investment

in Alset International during the Unconsolidated Period

Foreign Exchange Transaction

Unrealized Gain (Loss)

on Securities Investment

( 1,359,977 )

( 4,669,309 )

Realized Gain (Loss) on

Securities Investment

Loss on Investment on Security

by Equity Method

Finance Costs

Total Other Expense, Net

( 33,099,730 )

( 39,123,131 )

Net Loss from Continuing Operations Before

( 3,972,454 )

( 4,674,337 )

Income Tax Expense from Continuing Operations

Net Loss from Continuing

( 3,980,997 )

( 4,682,880 )

Loss from Discontinued

Operations, Net of Tax

( 4,398,435 )

( 5,100,318 )

Net Loss Attributable to Non-Controlling Interest

( 1,881,559 )

Net Income (Loss) Before Income Tax

( 1,401,361 )

Net Loss Attributable

to Common Stockholders

( 1,727,652 )

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( 46,212,505 )

Other Comprehensive Income (Loss), Net

Unrealized Gain on Securities

Currency Translation Adjustment

Comprehensive Loss

Digital Transformation Technology

Biohealth Business

Year Ended on December 31, 2021

Cost of Sales

( 11,073,756 )

( 11,301,814 )

Comprehensive Loss Attributable to Non-Controlling

Operating Expenses

( 1,136,031 )

( 3,624,200 )

Comprehensive Loss Attributable

to Common Stockholders

( 18,547,470 )

( 23,491,130 )

Operating Income (Loss)

( 18,519,132 )

( 14,994,122 )

Net Loss Per Share - Basic and Diluted

Continuing Operations

Net Loss Per Common Share

Weighted Average Common

Shares Outstanding - Basic and Diluted

Balance Sheet as of December 31, 2020

Previously Reported

of APB under Common Control

of LVD Ltd under Common Control

Current Assets:

Restricted Cash

Account Receivables, Net

Other Receivables

Note Receivables - Related

Prepaid Expenses

Investment in Securities

at Fair Value

Investment in Securities

on Equity Method

Total Current Assets

Properties under Development

Operating Lease Right-Of-Use

Loan Receivable

Property and Equipment,

Other Income (Expense)

( 39,265,445 )

( 65,502,017 )

Liabilities and Stockholders’ Equity:

Current Liabilities:

Accounts Payable and Accrued

Deferred Revenue

Builder Deposits

Operating Lease Liability

Note Payable- Related Parties

Total Current Liabilities

Long-Term Liabilities:

Operating Lease Liability

Notes Payable

Total Liabilities

Stockholders’ Equity:

Additional Paid in

Accumulated Deficit

( 103,489,455 )

Net Income (Loss) Before Income Tax

( 37,560,598 )

Accumulated Other Comprehensive

Total Stockholders’

Non-controlling Interests

Total Stockholders’

Total Liabilities and Stockholders’

( 84,021,149 )

( 118,483,577 )

ESTATE ASSETS

December 31, 2022

Cash and Restricted Cash

December 31, 2021

Cash and Restricted Cash

REAL ESTATE ASSETS

of December 31, 2022 and 2021, real estate assets consisted of the following:

SCHEDULE OF REAL ESTATE ASSETS

OF REAL ESTATE ASSETS

Construction in Progress

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Rental Properties

Total Real Estate

Total Real Estate Assets

family residential properties

of December 31, 2021, the Company owns 109 Single Family Residential Properties (“SFRs”) in Montgomery and Harris Counties,

of December 31, 2022 and 2021, the Company owns 132 and 109 Single Family Residential Properties (“SFRs”), respectively.

The Company’s aggregate investment in those SFRs was $ 31 million.

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December 31, 2022 and 2021, respectively.

These homes are located in Montgomery and Harris Counties, Texas.

following table presents the summary of our SRFs as of December 31, 2022:

SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Investment per Home

OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Investment per

BUILDER DEPOSITS

November 2015, SeD Maryland Development, LLC (“SeD Maryland”) entered into lot purchase agreements with NVR, Inc.

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On December 31, 2022 and 2021, there was $ 0 and $ 31,553 held on deposit, respectively.

NOTES PAYABLE

of December 31, 2022 and 2021, notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

M&T Bank Loan, Net of Debt

OF NOTES PAYABLE

Australia Loan

Hire Purchase

Total notes payable

Motor Vehicle Loans

notes payable

April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T

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fees and closing fees in the amount of $ 381,823 and capitalized it into construction in process.

On March 15, 2022, approximately $ 2,300,000

was released from collateral, leaving approximately $ 300,000 as collateral for outstanding letters of credit.

June 18, 2020, Alset EHome Inc.

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covenant as of December 31, 2020.

the year ended December 31, 2020, Alset EHome borrowed $ 664,810

from M&T Bank, incurring

at the same time a loan origination fees of $ 61,679

which were amortized

over the term of the loan.

the year ended December 31, 2020, Alset EHome borrowed $ 664,810 from M&T Bank, incurring at the same time a loan origination fees

of $ 61,679 which were amortized over the term of the loan.

As of December 31, 2020, the remaining unamortized debt discount was $ 42,906 .

The loan in the amount of $ 664,810 ,

together with all accrued interests of $ 25,225 ,

was paid off on May 28, 2021.

The loan was closed in June 2021.

Additionally, the debt discount of $ 42,907

was fully amortized

during the year ended December 31, 2021.

The loan in the amount of $ 664,810 , together with all accrued interests of $ 25,225 , was paid off on May 28, 2021.

The loan was closed

in June 2021.

Additionally, the debt discount of $ 42,907 was fully amortized during the year ended December 31, 2021.

Protection Program Loan

April 6, 2020, the Company entered into a term note with M&T Bank with a principal amount of $ 68,502 pursuant to the Paycheck Protection

Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act.

The PPP Loan is evidenced by a promissory

The PPP Term note bears interest at a fixed annual rate of 1.00 % , with the first ten months of principal and interest deferred.

On November 26, 2020, $ 64,502 of this loan was forgiven by the United States Small Business Administration and $ 64,502 was recorded as

other income.

The remaining balance of $ 4,000 was paid back in December 2020.

February 11, 2021, the Company entered into a five year note with M&T Bank with a principal amount of $ 68,502 pursuant to the Paycheck

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As of December 31, 2021, we owe $ 68,502 to M&T Bank.

In April 2022 the Company

received confirmation that the PPP Loan was fully forgiven.

January 7, 2017, SeD Perth Pty Ltd (“SeD Perth”) entered into a loan agreement with National Australian Bank Limited (the

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Loan is based on the weighted average interest rates applicable to each of the business markets facility components as defined within

the loan agreement, ranging from 4.48 % to 4.49 % per annum for the year ended December 31, 2021 and from 4.36 % to 5.57 % per annum for

the year ended December 31, 2020.

On September 7, 2017 the Australia Loan was amended to reduce the maximum borrowing capacity to approximately

During 2020, the terms of the Australia Loan were amended to reflect an extended maturity date of April 30, 2022 .

accounted for as a debt modification.

The Company did not pay fees to the National Australian Bank Limited for the modification of the

loan agreement.

the loan agreement, ranging from 4.48 % to 4.49 % per annum for the year ended December 31, 2021.

On September 7, 2017 the Australia Loan

was amended to reduce the maximum borrowing capacity to approximately $ 179,000 .

During 2020, the terms of the Australia Loan were amended

to reflect an extended maturity date of April 30, 2022 .

This was accounted for as a debt modification.

The Company did not pay fees to

the National Australian Bank Limited for the modification of the loan agreement.

In February 2022, SeD Perth repaid the loan.

Motor Vehicle Loans

May 17, 2021, Alset International Limited entered into a Hire Purchase Agreement with Hong Leong Finance Limited to purchase a car for

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initial deposit of $ 78,640 , and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the

September 22, 2022 Alset International entered into an agreement with United Overseas Bank Limited to purchase additional car for business.

The total purchase price of the car, including associated charges, was approximately $ 182,430 .

Alset International paid an initial deposit

of $ 66,020 and would make monthly installments of approximately $ 1,472 , including interest of 1.88 % per annum, for the 84 months.

RELATED PARTY TRANSACTIONS

Guarantees by Director

of December 31, 2021 and 2020, a director of the Company had provided personal guarantees amounting to approximately $ 500,000 , respectively,

to secure external loans from financial institutions for AEI and the consolidated entities.

of Impact Biomedical to DSS

April 27, 2020, Global BioMedical Pte Ltd (“GBM”), one of our subsidiaries, entered into a share exchange agreement with

DSS BioHealth Security, Inc.

(“DBHS”), a wholly owned subsidiary of DSS, Inc.

(“DSS”), pursuant to which, DBHS

agreed to acquire all of the outstanding capital stock of Impact BioMedical Inc., a wholly owned subsidiary of GBM, through a share exchange.

It was agreed that the aggregate consideration to be issued to GBM for the Impact BioMedical shares would be the following:

newly issued shares of DSS common stock;

and (ii) 46,868 newly issued shares of a new series of DSS perpetual convertible preferred stock

with a stated value of $ 46,868,000 , or $ 1,000 per share.

The convertible preferred stock can be convertible into shares of DSS common

stock at a conversion price of $ 6.48 of preferred stock stated value per share of common stock, subject to a 19.9 % beneficial ownership

conversion limitation (a so-called “blocker”) based on the total issued outstanding shares of common stock of DSS beneficially

owned by GBM.

Holders of the convertible preferred stock will have no voting rights, except as required by applicable law or regulation,

and no dividends will accrue or be payable on the convertible preferred stock.

The holders of convertible preferred stock will be entitled

to a liquidation preference of $ 1,000 per share, and DSS will have the right to redeem all or any portion of the then outstanding shares

of convertible preferred stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share.

ASU 2014-08, a disposal transaction meets the definition of a discontinued operation if all of the following criteria are met:

disposal group constitutes a component of an entity or a group of components of an entity

component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale,

or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary

asset relinquished, or in a distribution to owners in a spinoff”).

disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will

have) a major effect on an entity’s operations and financial results”.

Biomedical Inc.

is a group of subsidiaries of AEI and operates independently with its own financial reporting.

The transaction is a disposal

by sale and has a major effect on AEI’s financial results.

Since it meets all above test criteria, we treated this disposal transaction

as a discontinued operation in our financial statements.

August 21, 2020, the transaction closed and Impact BioMedical Inc became a direct wholly owned subsidiary of DBHS.

GBM received 483,334

shares of DSS common stock and 46,868 shares of DSS preferred stock, which preferred shares could be converted to 7,232,716 common shares

(however, any conversion will be subject to the blocker GBM has agreed to, as described above).

After this transaction, we hold 500,001

shares of the common stock of DSS.

Additionally, our CEO, Chan Heng Fai is the owner of the common stock of DSS and is the executive

Chairman of the Board of Directors of DSS.

The Company has elected the fair value option for the DSS common stock that would otherwise

be accounted for under the equity method of accounting.

ASC 820, Fair Value Measurement and Disclosures, defines the fair value of the

financial assets.

We value DSS common stock under level 1 category through quoted prices and preferred stock under level 3 category through

an Option-Pricing Method valuation model.

The quoted price of DSS common stock was $ 6.95 as of August 21, 2020.

The total fair value

of DSS common and preferred stocks GBM received as consideration for the disposal of Impact BioMedical was $ 46,248,171 .

21, 2020, the net asset value of Impact BioMedical was $ 94,011 .

The difference of $ 46,154,160 was recorded as additional paid in capital.

We did not recognize gain or loss from this transaction as it was a related party transaction.

For further details on this transaction,

refer to Note 13 – Discontinued Operations.

October 16, 2020, GBM converted 4,293 shares of DSS Series A Preferred Stock having a par value of $ 0.02 per share in exchange for 662,500

restricted shares of DSS common stock based upon a liquidation value of $ 1,000 and a conversion price of $ 6.48 per share.

Our ownership

of DSS was 19.9 % after the conversion.

of iGalen International Inc.

to an officer of the Company

December 30, 2020, Health, Wealth Happiness Pte Ltd (“HWH Pte Ltd”), a 100 % owned subsidiary of the Company, sold 530,000

shares (its 53 % ownership) of iGalen International Inc., which owns 100 % iGalen Inc., to an officer of the Company for $ 100 .

asset of iGalen International was $( 3,741,065 ) at the time of sales and $ 3,741,065 was recorded as additional paid in capital since it

was a related party transaction.

No gain or loss was recognized.

ASU 2014-08, the transaction did not meet the definition of a discontinued operation.

For the Company, the disposal of the iGalen does

not make a strategic shift on our operations and financial results.

The Company did not recognize gain or Loss in the Statement of Operations

as this is considered as a related party transaction.

Shares and Warrants from APW

of December 31, 2022 and 2021, a director of the Company had provided personal guarantees amounting to approximately $ 0 and $ 500,000 ,

respectively, to secure external loans from financial institutions for AEI and the consolidated entities.

Shares and Warrants from NECV

July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99 % ownership, and 1,220,390,000 warrants with an exercise price

of $ 0.0001 per share, from APW, for an aggregated purchase price of $ 122,039 .

We value APB warrants under level 3 category through a

Black Scholes option pricing model and the fair value of the warrants from APW were $ 860,342 as of July 17, 2020, the purchase date and

of $ 0.0001 per share, from NECV, for an aggregated purchase price of $ 122,039 .

We value NECV warrants under level 3 category through a

Black Scholes option pricing model and the fair value of the warrants from NECV were $ 860,342 as of July 17, 2020, the purchase date and

$ 327,565 and $ 1,009,854 as of December 31, 2022 and 2021, respectively.

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price and our original investment cost was recorded as additional paid capital considering it was a related party transaction.

of stock in True Partner Capital Holding Limited

March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partner Capital Holding Limited for $ 6,729,629 from a related

The fair market value of stock on acquisition date was $ 10,003,689 .

The difference between purchase price and fair market value

of $ 3,274,060 was recorded as equity transaction on Company’s consolidated statement of stockholders’ equity.

and Sale of Stock in True Partner Capital Holding Limited

March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partners Capital Holding Limited for $ 6,729,629 from a related

The fair market value of such stock on the acquisition date was $ 10,003,689 .

The difference between the purchase price and the

fair market value of $ 3,274,060 was recorded as an equity transaction on Company’s condensed consolidated statement of stockholders’

equity at December 31, 2021.

Pursuant to a Stock Purchase Agreement from February 2022, the Company sold 62,122,908 shares of True Partner

(through the transfer of subsidiary and otherwise), for a purchase price of 17,570,948 shares of common stock of DSS.

shareholders approved the Stock Purchase Agreement on May 17, 2022 (which is deemed to be the effective date of this transaction).

transaction loss of $ 446,104 , which is the difference between the fair value of True Partner stock and fair value of DSS stock at the

agreement’s effective date, was recorded as other expense in the Company’s Statement of Operations.

Heng Fai provided an interest-free, due on demand advance to LiquidValue Development Pte.

and its subsidiary LiquidValue Development

Limited for the general operations.

As of December 31, 2021 and 2020, the outstanding balance was approximately $ 820,113 and $ 823,823 ,

respectively.

Heng Fai provided interest-free due on demand advance to AEI for the general operations.

On December 31, 2021 and 2020, the outstanding

balance was $ 0 and $ 178,400 , respectively.

Limited for general operations.

As of December 31, 2022 and 2021, the outstanding balance was approximately $ 0 and $ 820,113 , respectively.

Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty.

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2021, the outstanding balance was $ 12,668 and $ 13,546 , respectively.

August 20, 2020, the Company acquired 30,000,000

common shares of Alset International Limited

from Chan Heng Fai in exchange for a two-year non-interest bearing note of $ 1,333,429 .

On December 31, 2021 and 2020 the amount outstanding was $ 0

and $ 1,333,429 ,

respectively.

May 1, 2018, Rajen Manicka, CEO and one of the directors of iGalen International Inc., which holds 100 % of iGalen Inc., provided a loan

of approximately $ 367,246 to iGalen Inc.

(the “2018 Rajen Manicka Loan”).

The term of 2018 Rajen Manicka Loan is ten years.

The 2018 Rajen Manicka Loan has an interest rate of 4.7 % per annum.

On March 8, March 27 and April 23, 2019, iGalen borrowed additional

monies of $ 150,000 , $ 30,000 and $ 50,000 , respectively, from Rajen Manicka, total $ 230,000 (the “2019 Rajen Manicka Loan”).

The 2019 Rajen Manicka Loan is interest free, not tradable, unsecured, and repayable on demand.

On December 30, 2020, Company’s

subsidiary Health Wealth Happiness Pte.

Ltd., sold its 53 % interest in iGalen International to an officer of the Company.

August 13, 2019, iGalen International Inc., which holds 100 % of iGalen Inc., borrowed $ 250,000 from Decentralized Sharing Services, Inc.,

a company whose sole shareholder and director is Chan Heng Fai, our CEO.

The term of the loan is 12 months, with an interest rate of

10 % per annum.

In addition, Decentralized Sharing Services, Inc.

received the right to receive 3 % of any revenue received by iGalen International

for 99 years.

During the year ended December 31, 2020 the Company incurred $ 9,729 of interest expense and $ 0 from the right to receive

3 % of revenue.

The amount outstanding on the loan as of December 31, 2020 was $ 0 .

The principal of $ 250,000 was paid off in June 2020.

March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman

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average of the five closing per share prices of AEI Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P.

price was $ 10.03 on March 12, 2021, the commitment date.

The Beneficial Conversion Feature (“BCF”) intrinsic value was $ 50,770,192

for the four convertible promissory notes and was recorded as debt discount of convertible notes after the transaction.

On May 13 and

June 14, 2021 all Alset CPNs of $ 63,920,128 and accrued interests of $ 306,438 were converted into 2,123 shares of series B preferred

stock and 9,163,965 shares of common stock of the Company.

price was $200,60 ($ 10.03 pre-reverse stock split) on March 12, 2021, the commitment date.

The Beneficial Conversion Feature (“BCF”)

intrinsic value was $ 50,770,192 for the four convertible promissory notes and was recorded as debt discount of convertible notes after

the transaction.

On May 13 and June 14, 2021 all Alset CPNs of $ 63,920,128 and accrued interests of $ 306,438 were converted into 2,123

shares of series B preferred stock and 458,198 shares of common stock of the Company.

May 14, 2021, the Company borrowed S$ 7,395,472 Singapore Dollars (equal to approximately $ 5,545,495 U.S.

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The loan was paid

back in full during 2021 and the outstanding balance was $ 0 as of December 31, 2021.

Heng Fai provided an interest-free, due on demand advance to HengFeng Finance Limited for the general operations.

As of December 31,

2021 and 2020, the outstanding balance was $ 0 and $ 184,250 , respectively.

Equity Partners, owned by Charles MacKenzie, a Director of the Company’s subsidiary LiquidValue Development, has had a consulting

agreement with the Company since 2015.

Per the terms of the agreement, as amended on January 1, 2018, the Company pays a monthly fee

of $ 20,000 for the consulting services.

The Company incurred expenses of $ 360,000 and $ 240,000 for the years ended December 31, 2021

and 2020, respectively, which were capitalized as part of Real Estate on the Company’s Consolidated Balance Sheet, as the services

relate to property and project management.

During 2021, MacKenzie Equity Partners was granted an additional $ 120,000 bonus payment.

of December 31, 2021 and 2020 the Company owed $ 80,000 and $ 0 , respectively to this entity.

law firm owned by Conn Flanigan, a Director of LiquidValue Development, performs consulting services to LiquidValue Development and some

other subsidiaries of the Company.

The Company incurred expenses of $ 0 and $ 12,645 for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020 there was no outstanding balance due to this entity.

Tung Moe, the consultant engaged with the Company through Pop Motion Consulting Pte.

Ltd., is the son of Chan Heng Fai, a director and

the CEO of the Company.

In August of 2020 this consulting agreement was terminated, and Chan Tung Moe became an employee of Alset International

as Chief Development Officer.

The Company incurred expense of $ 140,758 for the years ended December 31, 2020.

in the Global Opportunity Fund

February 1, 2017, the Company invested $ 300,000 in Global Opportunity Fund (“Fund”), a mutual fund registered in the Cayman

Islands and Chan Heng Fai is one of the directors of this fund.

This Fund was closed during November 2019 and is being liquidated.

Asset Management Pte.

Ltd., one of the subsidiaries of the Company, is the investment manager of the Fund and receives a management fee

from the Fund at 2 % per annum of the aggregated net asset value of the investments and a performance fee of 20 %.

As of December 31, 2019,

the Company recorded a receivable $ 307,944 from the Global Opportunity Fund.

On January 23, 2020, the Company received $ 307,944 as a

result of the liquidation of Global Opportunity Fund.

back in full during 2021 and the outstanding balance was $ 0 as of December 31, 2022 and 2021.

Equity Partners, LLC, an entity owned by Charles MacKenzie, the Chief Development Officer of the Company, has had a consulting agreement

with a majority-owned subsidiary of the Company since 2015.

Pursuant to the terms of the agreement, as amended on January 1, 2018, the

Company’s subsidiary paid a monthly fee of $ 20,000 for consulting services.

Pursuant to an agreement entered into in June of 2022,

the Company’s subsidiary has paid $ 25,000 per month for consulting services, effective as of January 2022.

addition, MacKenzie Equity Partners will be paid certain bonuses, including (i) a sum of $50,000 on June 30, 2022;

(ii) a sum of $50,000

upon the successful financing of 100 homes owned by American Housing REIT Inc.

with an entity not affiliated with SeD Development Management

LLC (a subsidiary of the Company);

and (iii) a sum of $50,000 upon the successful leasing of 30 homes in the Alset of Black Oak development.

Company incurred expenses of $ 350,000 and $ 360,000 in the years ended December 31, 2022 and 2021, respectively, which were capitalized

as part of Real Estate on the balance sheet as the services relate to property and project management.

In 2021, MacKenzie Equity Partners

was paid a bonus payment of $ 120,000 .

In June 2022, MacKenzie Equity Partners was paid an additional $ 50,000 bonus payment (as described

On December 31, 2022 and 2021, the Company owed this related party $ 25,000 and $ 80,000 , respectively.

Receivable from a Related Party Company

March 2, 2020 and on October 29, 2021, LiquidValue Asset Management Pte.

(“LiquidValue”) received two $ 200,000 Promissory

Notes and on October 29, 2021 Alset International received $ 8,350,000 Promissory Note from American Medical REIT Inc.

a company which is less than 3.5 % owned by LiquidValue as of December 31, 2021.

Chan Heng Fai and Chan Tung Moe are directors of American

Medical REIT Inc.

The notes carry interests of 8 % and are payable in two, three years and 25 months , respectively.

LiquidValue also received

warrants to purchase AMRE shares at the exercise price of $ 5.00 per share.

The amount of the warrants equals to the note principle divided

by the exercise price.

If AMRE goes to IPO in the future and IPO price is less than $10.00 per share, the exercise price shall be adjusted

downward to fifty percent (50%) of the IPO price .

As of December 31, 2021 and 2020, the fair market value of the warrants was $ 0 .

Company accrued $ 130,000 and $ 13,431 interest income as of December 31, 2021 and 2020, respectively.

(“LiquidValue”) received two $ 200,000

Promissory Notes and on October 29, 2021 Alset International received $ 8,350,000

Promissory Note from American Medical REIT Inc.

(“AMRE”), a company which is 15.8 %

owned by LiquidValue as of December 31, 2022.

Chan Heng Fai and Chan Tung Moe are directors of American Medical REIT Inc.

carry interest rates of 8 %

and are payable in two, three years and 25 months, respectively.

LiquidValue also received warrants to purchase AMRE shares at the

exercise price of $ 5.00

amount of the warrants equals to the note principal divided by the exercise price.

If AMRE goes to IPO in the future and IPO price

is less than $10.00 per share, the exercise price shall be adjusted downward to fifty percent (50%) of the IPO price.

March 2022 the Company converted two $ 200,000

loans, together with associated warrants into 167,938 common shares of AMRE, and increased its ownership in AMRE from 3.4 %

On July 12, 2022, pursuant to Assignment and Assumption Agreement from February 25, 2022, as amended on July 12, 2022, the Company

sold the $ 8,350,000

loan, together with accrued interest, to DSS for a purchase price of 21,366,177

shares of DSS’s common stock.

The loss from this transaction of $ 1,089,675

was calculated as the difference between the face value of promissory note together with accrued interest and the fair value of DSS

stock on July 12, 2022, and was recorded under Other Expense in Statement of Operations.

As of December 31, 2021, the fair market

value of the warrants was $ 0 .

The Company accrued $ 0

and $ 130,000

interest income as of December 31, 2022 and 2021, respectively.

January 24, 2017, SeD Capital Pte Ltd, a 100 % owned subsidiary of Alset International lent $ 350,000 to iGalen Inc.

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recorded as bad debt expense.

of December 31, 2021, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales company in Thailand of

which the Company holds approximately 19 % ownership.

April 20, 2021, SeD Capital Pte Ltd entered into Joint Venture Agreement with Novum Alpha Pte Ltd., pursuant to which, each company owns

50 % of the joint venture company Credas Capital Pte Ltd.

Based on the agreement, SeD Capital Pte Ltd contributed 90 % of the initial $ 150,000

shareholder loan to the joint venture, with the remaining balance contributed by Novum Alpha.

The loan carries 0 % interest rate and will

be repaid on a “first-in first-out” basis, out of the operating profits of the joint venture, with the immediate partial

payment of $ 100,000 of the initial loan to SeD Capital, once the company achieves profitability.

As of December 31, 2021, the outstanding

balance was $ 135,720 .

of December 31, 2022 and 2021, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales company in Thailand

of which the Company holds approximately 19 % ownership.

the first quarter of 2022, a subsidiary of the Company made a non-interest bearing advance in the amount of $ 476,250 on behalf of Alset

Investment Pte.

Ltd., a company 100 % owned by one of our directors.

Such advance was made in connection with a private placement into

Alset Capital Acquisition Corp.

by its sponsor, Alset Acquisition Sponsor, LLC.

During 2022 Alset Investment repaid all balance due of

June 2022, Alset International Limited, a subsidiary of the Company, entered into a stock purchase agreement with one of our directors

and paid $ 1,746,279 to one of our directors as the consideration for purchase of 7,276,163 common shares of Value Exchange International.

This transaction was terminated under the agreement of both parties thereafter.

On October 17, 2022 the Company purchased 7,276,163 common

shares of Value Exchange International for an aggregate purchase price of $ 1,743,734 .

After the transaction the Company owns approximately

38.3% of Value Exchange International.

Due to differences in purchase prices the director owes the Company $ 2,545 .

Company paid some operating expenses for Alset Capital Acquisition Corp., a special purpose acquisition company of which the Company

holds 23.4 %.

The advances are interest free with no set repayment terms.

As of December 31, 2022 and 2021, the balance of these advances

July 28, 2022 Hapi Café Inc.

entered into binding term sheet (the “First Term Sheet”) with Ketomei Pte Ltd and Tong

Leok Siong Constant, pursuant to which Hapi Café lent Ketomei $ 41,750 .

This loan has a 0 % interest rate for the first 60 days

and an interest rate of 8 % per annum afterwards.

On August 4, 2022 the same parties entered into another binding term sheet (the “Second

Term Sheet”) pursuant to which Hapi Café agreed to lend Ketomei up to S$ 360,000 Singapore Dollars (equal to approximately

$ 250,500 US Dollars) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan

In addition, pursuant to the Second Term Sheet, the July 28, 2022 loan was modified to include conversion rights.

2022, Ketomei drew $ 29,922 from the loan.

As of December 31, 2022, Ketomei owed $ 197,596 to Hapi Cafe.

October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into loan agreement with Liquid Value Asset Management

Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML.

The loan has variable interest

rate and matures on January 12, 2023, with automatic three-month extension.

The purpose of the loan is to purchase a portfolio of trading

securities by LVAM.

BMI participates in the losses and gains from portfolio based on the calculations included in the loan agreement.

As of December 31, 2022 and 2021 LVAML owes the Company $ 3,042,811 and $ 2,987,039 , respectively.

November 24, 2020, American Pacific Bancorp.

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This loan was secured by an irrevocable letter of instruction on 4,000

shares of Alset EHome International .

shares of Alset Inc .

On November 24, 2020, American Pacific Bancorp.

lent $ 280,000 to Lim Sheng Hon Danny, an employee

of one of the subsidiaries of the Company, bearing interest at 6 %, with a maturity date of November 23, 2023.

This loan was secured by

an irrevocable letter of instruction on 40,000 shares of Alset EHome International .

Subsequent to the making of these loans, the Company

acquired the majority of the issued and outstanding common stock of American Pacific Bancorp.

As of December 31, 2021, both principal

and interest, $ 840,000 and $ 28,031 , of both loans to Chan Tung Moe and Lim Sheng Hong, were fully paid off.

to an agreement on June 24, 2020 with our stockholders HFE Holdings Limited and Chan Heng Fai, HFE Holdings Limited surrendered 3,600,000

shares of our common stock to the treasury of our company, and Chan Heng Fai surrendered 1,000 shares of our common stock to the treasury

of our company, and all such shares were cancelled.

No consideration was exchanged in connection with the surrender of the shares.

a result, the total number of outstanding shares of our common stock at June 24, 2020 was reduced to 6,400,000 shares from 10,001,000

November 23, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.,

as representative of the underwriters (“Aegis”), pursuant to which the Company agreed to sell to the underwriters in a firm

commitment underwritten public offering (the “Offering”) an aggregate of 2,160,000 shares of the Company’s common stock,

par value $ 0.001 per share (the “Common Stock”), at an initial public offering price of $ 7.00 per share.

Aegis has a 60-day

over-allotment option to purchase up to an additional 324,000 shares of Common Stock at $ 6.475 per share.

The Offering closed on November

Offering was the Company’s initial public offering and the Company’s common shares began trading on The Nasdaq Capital Market

on November 24, 2020 under the symbol “HFEN.” The shares were offered by the Company pursuant to a registration statement

on Form S-1, as amended (File No.

333-235693), filed with the Securities and Exchange Commission (the “Commission”), which

was declared effective by the Commission on November 12, 2020 (the “Registration Statement”).

Aegis acted as lead book-running

manager for the Offering and Westpark Capital, Inc.

acted as co-manager.

net proceeds to the Company from the Offering, after deducting the underwriting discount, underwriters’ fees and expenses and other

expenses of the Offering, were approximately $ 13.2 million.

The Company anticipates using the net proceeds from the Offering primarily

to fund possible acquisitions of new companies and properties, and for working capital and other general corporate purposes.

under the terms of the Underwriting Agreement, the Company, upon closing of the Offering, issued to Aegis a warrant (the “Representative’s

Warrant”) to purchase an aggregate of 108,000 shares of common stock ( 5 % of the total shares issued in the Offering).

The Representative’s

Warrant is exercisable at a per share price of $ 9.80 (equal to 140 % of the initial public offering price of the Common Stock) and is

exercisable at any time and from time to time, in whole or in part, during the three-year period commencing from the date of issuance.

Company also issued 10,000 shares as the compensation for the legal service at a fair value of $ 70,000 .

a result of the Offering, the total number of outstanding shares of our common stock at December 31, 2020 was 8,570,000 .

lent $ 280,000 to Lim Sheng Hon Danny, an employee of one of

the subsidiaries of the Company, bearing interest at 6%, with a maturity date of November 23, 2023 .

This loan was secured by an irrevocable

letter of instruction on 2,000 shares of Alset Inc.

Subsequent to the making of these loans, the Company acquired the majority of the

issued and outstanding common stock of American Pacific Bancorp.

As of December 31, 2021, both principal and interest, $ 840,000 and $ 28,031 ,

of both loans to Chan Tung Moe and Lim Sheng Hong, were fully paid off.

June 14, 2021, the Company filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation,

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Company has designated 6,380 preferred shares as Series A Preferred Stock and 2,132 as Series B Preferred Stock.

December 6, 2022 the Company filed a certificate of Amendment to the Company’s Certificate

of Formation with the Texas Secretary of State to effect a 1-for-20 reverse stock split.

The reverse stock split was effective as of

December 28, 2022.

of the Series A Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as

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and Hedging” and determined that the conversion option should be classified as equity.

January 19, 2021, the Company issued 10,000 shares of its common stock as compensation for public relations services at a fair value

of $ 60,900 .

January 19, 2021, the Company issued 500 shares of its common stock as compensation for public relations services at a fair value of

May 3, 2021, the Company entered into a Loan and Exchange Agreement with its Chief Executive Officer, Chan Heng Fai pursuant to which

he loaned the Company his shares of Common Stock of the Company by exchanging 6,380,000 shares of common stock which he owned for an

aggregate of 6,380 shares of the Company’s newly designated Series A Convertible Preferred Stock.

Effective upon the filing of

the Amendment in June 2021, the Company issued an entity owned by Chan Heng Fai 6,380,000 shares of common stock upon the automatic conversion

of all 6,380 outstanding shares of the Company’s Series A Convertible Preferred Stock.

he loaned the Company his shares of Common Stock of the Company by exchanging 319,000 shares of common stock which he owned for an aggregate

of 6,380 shares of the Company’s newly designated Series A Convertible Preferred Stock.

Effective upon the filing of the Amendment

in June 2021, the Company issued an entity owned by Chan Heng Fai 319,000 shares of common stock upon the automatic conversion of all

6,380 outstanding shares of the Company’s Series A Convertible Preferred Stock.

May 12, 2021, the Company entered into an Exchange Agreement with Chan Heng Fai, pursuant to which he converted $ 13,000,000 of note payable

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Effective upon the filing of the Amendment in June

2021, the Company issued Chan Heng Fai 2,132,000 shares of common stock upon the automatic conversion of all 2,132 outstanding shares

of the Company’s Series B Convertible Preferred Stock.

2021, the Company issued Chan Heng Fai 106,600 shares of common stock upon the automatic conversion of all 2,132 outstanding shares of

the Company’s Series B Convertible Preferred Stock.

May 10, 2021, the Company entered into an underwriting agreement with Aegis Capital Corp., as the sole book-running manager and representative

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“Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of Common Stock with an initial

exercise price of $ 5.07 per whole share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the

“Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the “Warrants”)

to purchase one-half share of Common Stock with an initial exercise price of $ 6.59 per whole share, exercisable until the fifth anniversary

of the issuance date and (ii) 1,611,000 pre-funded units (the “Pre-funded Units”), at a price to the public of $ 5.06 per

Pre-funded Unit, with each Pre-funded Unit consisting of (a) one pre-funded warrant (the “Pre-funded Warrant” and collectively,

the “Pre-funded Warrants”) to purchase one share of Common Stock, (b) one Series A Warrant and (c) one Series B Warrant.

The shares of Common Stock, the Pre-funded Warrants, and the Warrants were offered together, but the securities contained in the Common

Units and the Pre-funded Units were issued separately.

Following the May Offering, all the investors exercised their Pre-funded Units

and additional 1,611,000 shares of common stock and Series A and Series B Warrants were issued.

exercise price of $ 101.40 per whole share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant

(the “Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the

“Warrants”) to purchase one-half share of Common Stock with an initial exercise price of $ 65.90 per whole share, exercisable

until the fifth anniversary of the issuance date and (ii) 80,550 pre-funded units (the “Pre-funded Units”), at a price to

the public of $ 101.20 per Pre-funded Unit, with each Pre-funded Unit consisting of (a) one pre-funded warrant (the “Pre-funded

Warrant” and collectively, the “Pre-funded Warrants”) to purchase one share of Common Stock, (b) one Series A Warrant

and (c) one Series B Warrant.

The shares of Common Stock, the Pre-funded Warrants, and the Warrants were offered together, but the securities

contained in the Common Units and the Pre-funded Units were issued separately.

Following the May Offering, all the investors exercised

their Pre-funded Units and additional 80,550 shares of common stock and Series A and Series B Warrants were issued.

Company also granted the Underwriters a 45-day over-allotment option to purchase up to 40,418 additional shares of Common Stock and/or

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During the month of June, 2021, Aegis

exercised its option to purchase an additional 808,363 common shares at a price of $ 5.07 per common share and as of September 30, 2021

still holds 808,363 Series B Warrants.

Through December 31, 2021, investors exercised 1,364,025 of Series A Warrants and 6,598 of Series

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and warrants, the Company

issued 8,487,324 common shares.

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and

warrants, and the net proceeds to the Company were $ 39,765,440 .

exercised its option to purchase an additional 40,418 common shares at a price of $ 101.40 per common share.

Through December 31, 2021,

investors exercised 68,201 of Series A Warrants and 330 of Series B Warrants.

As a result of the May Offering and subsequent exercise

notice received for the pre-funded units and warrants, the Company issued 424,366 common shares.

As a result of the May Offering and

subsequent exercise notice received for the pre-funded units and warrants, and the net proceeds to the Company were $ 39,765,440 .

Company incurred approximately $88,848 in expenses related to the May Offering and subsequent warrants exercises, including SEC fees,

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SCHEDULE OF NET FUNDS RECEIVED ON OFFERING AND WARRANTS EXERCISED

Amount received

Exercise of Pre-Funded Units

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representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “July

Offering”) of (i) 5,324,139 shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a price to

the public of $ 2.12 per share of Common Stock and (ii) 9,770,200 pre-funded warrants (the “Pre-funded Warrants”) to purchase

Offering”) of (i) 266,207 shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a price to the

public of $ 42.40 per share of Common Stock and (ii) 488,510 pre-funded warrants (the “Pre-funded Warrants”) to purchase 488,510

shares of Common Stock, at a price to the public of $ 42.20 per Pre-funded Warrant.

The July Offering closed on July 30, 2021.

As a result of the July Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the Company

were $ 33,392,444 .

of the July Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the Company were $ 33,392,444 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 113,207 additional shares of Common Stock.

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“Representative’s Warrants”) to purchase a number of shares equal to 3.0% of the aggregate number of shares (including

shares underlying the Pre-funded Warrants) sold under in the Offering, or warrants to purchase up to an aggregate of 520,754 shares,

assuming the Underwriters exercise their over-allotment option in full.

The Representative’s Warrants have an exercise price equal

to 125 % of the public offering price, or $ 2.65 per share, with an exercise period of 24 months from issuance.

On September 9, 2021 the

Underwriters exercised their over-allotment option and were issued 2,264,150 shares of our Common Stock.

shares underlying the Pre-funded Warrants) sold under in the Offering, or warrants to purchase up to an aggregate of 26,038 shares, assuming

the Underwriters exercise their over-allotment option in full.

The Representative’s Warrants have an exercise price equal to 125 %

of the public offering price, or $ 53 per share, with an exercise period of 24 months from issuance.

On September 9, 2021 the Underwriters

exercised the option and the Company received $ 4,386,998 proceeds from this exercise.

exercised their over-allotment option and were issued 113,207 shares of our Common Stock.

On September 9, 2021 the Underwriters exercised

the option and the Company received $ 4,386,998 proceeds from this exercise.

Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the

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following table presents net funds received from the July Offering and warrants exercised as of December 31, 2022.

Amount received

Exercise of Pre-Funded Units

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following table presents net funds received from the December Offering and warrants exercised as of December 31, 2022.

Amount received

Exercise of Pre-Funded Units

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Warrants Vested and exercisable at December 31, 2021

( 27,182,474 )

Forfeited, cancelled, expired

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Warrants Vested and exercisable at December 31, 2022

Metaverse Inc.

Sale of Shares

year ended December 31, 2021 , the Company sold 280,000 shares of GigWorld to international investors

for the amount of $ 280,000 , which was booked as addition paid-in capital.

The Company held 505,381,376 shares of the total outstanding

shares 506,898,576 before the sale.

After the sale, the Company still owns approximately 99 % of GigWorld’s total outstanding shares.

year ended December 31, 2020, the Company sold 497,300 shares of GigWorld to international investors with the amount of $ 478,300 , which

was booked as addition paid-in capital.

The Company held 505,667,376 shares of the total outstanding shares 506,898,576 before the sale.

After the sale, the Company still owns approximately 99 % of GigWorld’s total outstanding shares.

the years ended December 31, 2021 and 2020, the sales of GigWorld’s shares were de minimis compared to its outstanding shares and

did not change the minority interest.

year ended December 31, 2021 , the Company sold 280,000 shares of Hapi Metaverse to

international investors for the amount of $ 280,000 , which was booked as addition paid-in capital.

The Company held 505,381,376 shares

of the total outstanding shares 506,898,576 before the sale.

After the sale, the Company still owns approximately 99 % of Hapi

Metaverse ’s total outstanding shares.

the year ended December 31, 2021, the sale of Hapi Metaverse ’s

shares was de minimis compared to its outstanding shares and did not change the minority interest.

to Minority Shareholder

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of Ownership of Alset International

2020, Alset International issued 563,197,062 common shares through warrants exercise with exercise price approximately $ 0.03 per share

and received $ 18,012,959 .

On March 27, 2020, Alset International granted 7,500,000 common shares to its employees in the performance

share award plan.

The fair value of $ 146,853 of these shares was based on the market price on the granted day and was recorded as both

compensation expense and equity in the financial statements.

On June 5, 2020, the shareholder meeting approved 35,278,600 shares granted

to the directors.

The fair value of $ 1,417,523 was based the June 5, 2020, the grant day, market price and was recorded as both compensation

expense and equity in the financial statements.

During the year ended December 31, 2020, the stock-based compensation expense was $ 1,564,376 .

On August 20, 2020, the Company acquired 30,000,000 common shares from Chan Heng Fai in exchange for a two-year non-interest bearing

note of $ 1,333,429 .

On December 30, 2020, the Company exercised part of its warrants to purchase 220,000,000 shares of Alset International

by paying of $ 6,632,499 .

the year ended December 31, 2021, Alset International issued 1,721,303,416

common shares through warrants exercise with

exercise price of approximately $ 0.04

per share and received $ 60,300,464

cash, which included approximately $ 58

million from Alset EHome International to exercise

the year ended December 31, 2021, Alset International issued 1,721,303,416 common shares through warrants exercise with exercise price

of approximately $ 0.04 per share and received $ 60,300,464 cash, which included approximately $ 58 million from Alset Inc.

its warrants to purchase Alset International common shares.

The warrant exercise transactions between Alset EHome International and Alset

International were intercompany transactions and only affected change in non-controlling interest on the consolidated statements of stockholders’

During the year ended December 31, 2021, the stock-based compensation expense of Alset International was $ 73,292

with the issuance of 1,500,000

shares to an officer.

The Company’s ownership

of Alset International changed from 57.1 %

as of December 31, 2020 to 76.8 %

as of December 31, 2021.

of Ownership Percentage of Alset International

July 13, 2020, due to share grants and warrant exercises, the Company’s ownership percentage of Alset International fell below

50 % and the entity was deconsolidated in accordance with ASC 810-10-45-5.

A gain of approximately $ 53 million was recorded as a result

of the deconsolidation.

deconsolidation the Company elected to apply the Fair Value Option under ASU 2016-01 to the investment in Alset International as the

Company still retained significant influence of the subsidiary.

OTHER COMPREHENSIVE INCOME

The warrant exercise transactions between Alset Inc.

and Alset International

were intercompany transactions and only affected change in non-controlling interest on the consolidated statements of stockholders’

During the year ended December 31, 2021, the stock-based compensation expense of Alset International was $ 73,292 with the issuance

of 1,500,000 shares to an officer.

In the year ended December 31, 2022 the Company purchased 6,670,200

shares of Alset International from the market.

January 17, 2022 the Company entered into a securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to

purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price of 29,468,977 newly issued shares

of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities

purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase

price of 35,319,290 newly issued shares of the Company’s common stock.

The closing of this transaction with Chan Heng Fai was subject

to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately

8.4 % of the 3,492,713,362 total issued and outstanding shares of Alset International.

The Company had a Special Meeting of Stockholders

to vote on the approval of this transaction on June 6, 2022.

to these transactions the Company’s ownership of Alset International changed from 76.8 % as of December 31, 2021 to 85.4 % as of

December 31, 2022.

Note Converted into Shares

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $ 6,250,000 .

The note bears interest of 3 % per annum and was due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note could be converted in part or whole into

common shares of the Company at the conversion price of $ 12.50 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan Heng Fai opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

Statement on Form S-3

April 11, 2022 the Company filed a Registration Statement on Form S-3 using a “shelf” registration or continuous offering

Under this shelf registration process, the Company may, from time to time, sell any combination of the securities (common stock,

preferred stock, warrants, rights, units) described in the filed prospectus in one or more offerings up to a total aggregate offering

price of $ 75,000,000 .

ACCUMULATED OTHER COMPREHENSIVE INCOME

following is a summary of the changes in the balances of accumulated other comprehensive income, net of tax:

OF CHANGES IN THE BALANCES OF ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX

Gains and Losses on Security Investment

Currency Translations

in Minority Interest

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX

Unrealized Gains and Losses on Security Investment

Foreign Currency Translations

Change in Minority Interest

Balance at January 1, 2022

Other Comprehensive

$ ( 367,895 )

( 1,801,692 )

at December 31, 2021

$ ( 367,895 )

Gains and Losses on Security Investment

Currency Translations

in Minority Interest

Other Comprehensive Income

Balance at December 31, 2022

Unrealized Gains and Losses on Security Investment

Foreign Currency Translations

Change in Minority Interest

Balance at January 1, 2021

Balance at beginning

Other Comprehensive Income

( 2,625,912 )

( 1,801,692 )

Balance at December 31, 2021

$ ( 367,895 )

Balance at end

$ ( 367,895 )

Company generally rents its SFRs under lease agreements with a term of one year .

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with the tenants.

The Company pays its property managers a monthly property management fee for each property unit and a

For the years ended December 31, 2021 and 2020, property management

fees incurred by the property managers were $ 15,390

The Company pays its property managers a monthly property management fee for each property unit and a leasing fee.

For the years ended December 31, 2022 and 2021, property management fees incurred by the property managers were $ 90,630 and $ 15,390 ,

respectively.

For the years ended December 31, 2021 and 2020, leasing fees incurred by the property managers were $ 63,880

For the years ended December 31, 2022 and 2021, leasing fees incurred by the property managers were $ 174,850 and $ 63,880 ,

respectively.

DISCONTINUED OPERATIONS

BioMedical Inc.

April 27, 2020, Global BioMedical Pte Ltd (“GBM”), one of our subsidiaries, entered into a share exchange agreement with

DSS BioHealth Security, Inc.

(“DBHS”), a wholly owned subsidiary of DSS, Inc.

(“DSS”), pursuant to which, DBHS

will acquire all of the outstanding capital stock of Impact BioMedical Inc., wholly owned subsidiary of GBM, through a share exchange.

The aggregate consideration to be issued to GBM for the Impact BioMedical shares will be the following:

(i) 483,334 newly issued shares

of DSS common stock;

and (ii) 46,868 newly issued shares of a new series of DSS perpetual convertible preferred stock with a stated value

of $ 46,868,000 , or $ 1,000 per share.

The convertible preferred stock can be convertible into shares of DSS common stock at a conversion

price of $ 6.48 of preferred stock stated value per share of common stock, subject to a 19.9 % beneficial ownership conversion limitation

(a so-called “blocker”) based on the total issued outstanding shares of common stock of DSS beneficially owned by GBM.

of the convertible preferred stock will have no voting rights, except as required by applicable law or regulation, and no dividends will

accrue or be payable on the convertible preferred stock.

The holders of convertible preferred stock will be entitled to a liquidation

preference of $ 1,000 per share, and DSS will have the right to redeem all or any portion of the then outstanding shares of convertible

preferred stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share.

ASU 2014-08, a disposal transaction meets the definition of a discontinued operation if all of the following criteria are met:

disposal group constitutes a component of an entity or a group of components of an entity

component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale,

or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary

asset relinquished, or in a distribution to owners in a spinoff”).

disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will

have) a major effect on an entity’s operations and financial results”.

Biomedical Inc.

is a group of subsidiaries of AEI and operates independently with its own financial reporting.

The transaction is a disposal

by sale and has a major effect on AEI’s financial results.

Since it meets all above test criteria, we treated this disposal transaction

as a discontinued operation in our financial statements.

August 21, 2020, the transaction closed and Impact BioMedical Inc became a direct wholly owned subsidiary of DBHS.

GBM received 483,334

shares of DSS common stock and 46,868 shares of DSS preferred stock, which preferred shares could be converted to 7,232,716 common shares

(however, any conversion will be subject to the blocker GBM has agreed to, as described above).

After this transaction, we hold 500,001

shares of the common stock of DSS, representing 9.7 % of the outstanding common stock of DSS.

Our CEO, Chan Heng Fai is the owner of the

common stock of DSS (not including any common or preferred shares we hold) and is the executive chairman of the board of directors of

The Company has elected the fair value option for the DSS common stock that would otherwise be accounted for under the equity method

of accounting.

ASC 820, Fair Value Measurement and Disclosures, defines fair value of the financial assets.

We value DSS common stock

under level 1 category through quoted prices and preferred stock under level 3 category through an Option-Pricing Method.

Under the “blocker”

term in the agreement, the Company could convert 4,293 shares Convertible Preferred Stock into 662,500 shares of the common stock of

DSS as of September 30, 2020.

The quoted price of DSS common stock was $ 6.95 as of August 21, 2020.

The total fair value of DSS common

and preferred stocks GBM received as consideration for the disposal of Impact BioMedical was $ 46,284,171 .

As of August 21, 2020, the

net asset value of Impact BioMedical was $ 94,011 .

The difference of $ 46,190,160 was recorded as additional paid in capital.

recognize gain or loss from this transaction as it was a related party transaction.

composition of assets and liabilities included in discontinued operations is as follows:

OF ASSETS AND LIABILITIES IN DISCONTINUED OPERATIONS

financial results of discontinued operations are as follows:

OF FINANCIAL RESULTS DISCONTINUED OPERATIONS

Ended December 31,

Operating Expense

General & Administration

Total Operating Expense

Loss from Security Investment by Equity Method

Loss from Acquisition

Other Expense

Loss from Discontinued Operations

$ ( 417,438 )

cash flows attributable to the discontinued operation are as follows:

OF CASH FLOWS DISCONTINUED OPERATION

December 31, 2021

December 31, 2020

$ ( 422,188 )

Net Change in Cash

$ ( 422,188 )

MEASURED AT FAIR VALUE

INVESTMENTS MEASURED AT FAIR VALUE

assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets as of December

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OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurement Using

at Fair Value

Fair Value Measurement Using

Amount at Cost

Amount at Fair Value

December 31, 2022

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Total Investment in Securities at Fair Value

Value Measurement Using

at Fair Value

Fair Value Measurement Using

Amount at Cost

Amount at Fair Value

December 31, 2021

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Investment Securities- Trading

Convertible Preferred Stock

Convertible Note Receivable

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Warrants - AMRE

Stock Options - Vivacitas

Total Investment in Securities at Fair Value

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and $ 49,190,748

in the years ended December 31, 2021 and 2020,

respectively.

in the years ended December 31, 2022 and 2021, respectively.

These losses were recorded directly to net loss.

The change in fair value of the convertible note receivable in the years

ended December 31, 2021 and 2020 was $ 57,179

and $ 19,486 ,

respectively, and was recorded in consolidated statements

of stockholders’ equity.

The change in fair

value of the convertible note receivable in the years ended December 31, 2022 and 2021 was $ 40,201

gain and $ 57,179

loss, respectively, and was recorded in consolidated statements of stockholders’ equity.

trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value.

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SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

(Related Party)

in Securities at Fair Value

(Related Party)

in Securities at Fair Value

(Related Party)

in Securities at Fair Value

Premium Water (Related Party)

in Securities at Fair Value

DSS (Related Party)

Investment in Securities at Fair Value

AMBS (Related Party)

Investment in Securities at Fair Value

Holista (Related Party)

Investment in Securities at Fair Value

American Premium Water (Related Party)

Investment in Securities at Fair Value

Value Exchange

Investment in Securities at Fair Value

Trading Stock

Investment in Securities at Fair Value

Total Level 1 Equity Securities

in Securities at Cost

Equity Securities

(Related Party)

in Securities at Fair Value

(Related Party)

in Securities at Fair Value

(Related Party)

in Securities at Fair Value

Premium Water (Related Party)

in Securities at Fair Value

Bank (Related Party)

in Securities at Fair Value

Level 1 Equity Securities

(Related Party)

in Securities at Cost

Equity Securities

* Ratio of 1-for-30

(the “Reverse Split”) was effective at 5:01 p.m.

Eastern Time on May 7, 2020 (the “Effective Time”).

Investment in Securities at Cost

HWH World Co.

Investment in Securities at Cost

Total Equity Securities

DSS (Related Party)

Investment in Securities at Fair Value

AMBS (Related Party)

Investment in Securities at Fair Value

Holista (Related Party)

Investment in Securities at Fair Value

American Premium Water (Related Party)

Investment in Securities at Fair Value

Value Exchange

Investment in Securities at Fair Value

Trading Stock

Investment in Securities at Fair Value

Total Level 1 Equity Securities

Investment in Securities at Cost

HWH World Co.

Investment in Securities at Cost

Total Equity Securities

convertible preferred stock

DSS convertible preferred stock under level 3 category was valued on Option Pricing Method (OPM) in determining the fair value.

of December 31, 2020, the Company held 42,575 shares of DSS convertible preferred stock, which could convert to 6,570,216 common shares,

with fair market value $ 37,675,000 .

As of August 21, 2020, the Company held 46,868 shares of DSS convertible preferred stock, which could

convert to 7,232,716 common shares, with fair market value $ 42,889,000 .

The following table shows the parameters adopted in the valuation

at the valuation dates.

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

Risk-free rate

Expected Exit Date

Dividend Yield

selected stock prices represent the close market bid price of DSS on the valuation date.

Risk-free interest rates were obtained

from Bloomberg.

The volatility is based on the historical volatility of the DSS common stock.

We assumed a three-year life for the

preferred stock and assumed that after three-years the Company would desire to begin receiving a return on this investment – either

through a conversion or liquidation.

Given the Beneficial Ownership limited on the exercise of the Series A Preferred Shares, we have

assumed that Alset International will sell their common stocks in the Target Company such that their shareholding does not exceed 19.99 %

prior to conversion.

We have assessed the Discount for Lack of Marketability (DLOM) of this interest using a put option method and

adopted Black Scholes Option Pricing Model to estimate the DLOM

the year ended December 31, 2021, Global BioMedical Pte Ltd.

converted 42,575 preferred stock of DSS into 6,570,170 common shares of

the year ended December 31, 2021, Global BioMedical Pte Ltd., converted 42,575 preferred stock of DSS into 6,570,170 common shares of

Services Convertible Note

fair value of the Sharing Services Convertible Note under level 3 category as of December 31, 2021 and 2020 was calculated using a Black-Scholes

fair value of the Sharing Services Convertible Note under level 3 category as of December 31, 2021 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

Dividend yield

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the years ended December 31, 2022 and 2021:

SCHEDULE OF CHANGE IN FAIR VALUE

January 1, 2020

Acquisition of APW Warrants

Acquisition of DSS

Preferred Stock

Balance at December 31,

OF CHANGE IN FAIR VALUE

Balance at January 1, 2021

Conversion of DSS Preferred Stock

( 37,439,270 )

at December 31, 2021

Balance at December 31, 2021

Balance at December 31, 2022

Note was redeemed in July 2022.

Com Convertible Bond

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$ 21.26 , per common share of Vector Com.

As of December 31, 2021, the management estimated that the fair value of this note remained unchanged

from its initial purchase price.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of AMRE, a related party private startup company,

in conjunction with the Company lending two $ 200,000 promissory notes.

For further details on this transaction, refer to Note 9 - Related

Party Transactions, Note Receivable from a Related Party Company .

As of December 31, 2022 and 2021, the management estimated that the fair value of this note remained

unchanged from its initial purchase price.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of AMRE, a related party private company, in conjunction

with the Company lending two $ 200,000 promissory notes.

For further details on this transaction, refer to Note 8 - Related Party Transactions,

Note Receivable from a Related Party Company .

As of December 31, 2022 and 2021, AMRE was a private company.

Based the management’s analysis, the fair value of the warrants was $ 0 as of December 31, 2021 and 2020.

Based the management’s

analysis, the fair value of the warrants was $ 0 as of December 31, 2021.

All warrants were converted into common shares in March 2022.

July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99 % ownership, and 1,220,390,000 warrants with an exercise price

of $ 0.0001 per share, from APW, for an aggregated purchase price of $ 122,039 .

of $ 0.0001 per share, from NECV, for an aggregated purchase price of $ 122,039 .

During 2021, the Company exercised 232,000,000 of the warrants

to purchase 232,000,000 shares of APW for the total consideration of 232,000 , leaving the balance of outstanding warrants of 988,390,000

to purchase 232,000,000 shares of NECV for the total consideration of 232,000 , leaving the balance of outstanding warrants of 988,390,000

at December 31, 2021.

We value APB warrants under level 3 category through a Black Scholes option pricing model and the fair value of

the warrants from APW was $ 862,723 as of December 31, 2020 and $ 1,009,854 as of December 31, 2021.

fair value of the APW warrants under level 3 category as of December 31, 2021 and 2020 was calculated using a Black-Scholes valuation

We value NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value of

the warrants from NECV was $ 327,565 as of December 31, 2022 and $ 1,009,854 as of December 31, 2021.

fair value of the NECV warrants under level 3 category as of December 31, 2022 and 2021 was calculated using a Black-Scholes valuation

model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

December 31, 2022

December 31, 2021

December 31, 2022

December 31, 2021

Exercise Price

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Year to Maturity

following table presents summarized financial information for our investments that we elected the fair value option that would otherwise

be accounted for under the equity method of accounting.

OF FAIR VALUE OF FINANCIAL INVESTMENTS

Financial Information

Income (Loss)

following table presents summarized unaudited financial information for our investments that we elected the fair value option that

would otherwise be accounted for under the equity method of accounting.

OF FAIRVALUE OF FINANCIAL INVESTMENTS

Summarized Financial Information

Net Income (Loss)

December 31, 2022

APW (Unaudited)*

$ ( 1,053,668 )

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$ ( 52,214,667 )

$ ( 25,777,333 )

December 31, 2021

APW (Unaudited)

$ ( 873,550 )

derived from Financial Statement as of September 30, 2021 which was the latest available date source we could reach.

12-month Net Loss

was estimated by adding one-third of 9-month Net Loss.

derived from Financial Statement as of June 30, 2021 which was the latest available date source we could reach.

12-month Net Loss was

estimated by doubling 6-month Net Loss.

US Income Taxes

$ ( 1,018,871 )

$ 284,826,000

$ ( 31,921,000 )

Data derived from Financial Statement as of September

30, 2022 which was the latest available date source we could reach.

12-month Net Income (Loss) was estimated by adding one-third

of 9-month Net Loss.

components of income tax expense and the effective tax rates for the years ended December 31, 2022 and 2021 are as follows:

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Partnership Loss

Other Amortization

Net Operating Loss

deferred tax asset

Total deferred tax asset

Valuation Allowance

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receivable $ 32,223 .

As of December 31, 2020, total current tax liability is $ 11,633 , including federal income tax liability $ 0 , and Maryland

state income tax liability $ 11,633 .

As of December 31, 2021, total tax receivable is $ 151,211 , including federal income tax receivable $ 77,390 , and Maryland

state income tax receivable $ 73,821 .

are subject to U.S.

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be immaterial to the Consolidated Financial Statements.

Income taxes – Other Countries

December 31, 2021 and 2020, foreign subsidiaries have tax losses of approximately $ 1.99 million and $ 337,000 , respectively, which are

available for offset against future taxable profits, subject to the agreement of the tax authorities and compliance with the relevant

taxes – Other Countries

December 31, 2022 and 2021, foreign subsidiaries have tax losses of approximately $ 4.27 million and $ 1.99 million, respectively, which

are available for offset against future taxable profits, subject to the agreement of the tax authorities and compliance with the relevant

The deferred tax assets arising from these tax losses have not been recognized because it is not probable that future taxable

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Effective tax rates

Tax at the domestic tax rates applicable to profits in the countries where the

Company operates

Tax at the domestic tax rates applicable to profits in the countries where the Company operates

$ ( 4,273,872 )

6 unchanged sentences

$ ( 11,692,089 )

$ ( 1,924,733 )

Effective tax rates

Tax at the domestic tax rates applicable to profits in the countries where the

Company operates

Tax at the domestic tax rates applicable to profits in the countries where the Company operates

$ ( 1,987,655 )

4 unchanged sentences

Company leases offices in Maryland, Singapore, Magnolia, Texas, Hong Kong and South Korea through leased spaces aggregating approximately

16,446 square

feet, under leases expiring on various dates from April 2022 to September 2024.

15,811 square feet, under leases expiring on various dates from January 2023 to August 2025.

The leases have rental rates ranging from

Our total rent expense under these

office leases was $ 587,685 and

2021 and 2020, respectively.

$ 2,335 to $ 23,020 per month.

Our total rent expense under these office leases was $ 685,724 and $ 587,685 in 2022 and 2021, respectively.

The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of December 31, 2022

2021 to June 2022

2021 to October 2024

2020 to October 2022

2020 to August 2022

2021 to April 2022

Maryland, USA

2021 to March 2024

Singapore - AI

June 2022 to May 2023

Singapore – F&B

October 2021 to September

Singapore – Four Seasons Park

July 2022 to July 2024

Singapore – Hapi Cafe

July 2022 to June 2024

Singapore - PLQ

December 2022 to July 2024

October 2022 to October 2024

Hong Kong - Warehouse

November 2022 to October

Hong Kong - Shop

October 2022 to September

South Korea - Hapi Café

August 2022 to August 2025

South Korea - HWH World

August 2022 to July 2025

Magnolia, Texas, USA

May 2022 to January 2023

Bethesda, Maryland, USA

January 2021 to March 2024

Company adopted ASU No.

11 unchanged sentences

as of December 31, 2022 were $ 1,614,159 and $ 1,628,039 , respectively.

The balances of operating lease right-of-use assets and operating lease

liabilities as of December 31, 2020 were $ 574,754 and $ 574,754 , respectively.

The balances of operating lease right-of-use assets and operating

lease liabilities as of December 31, 2021 were $ 659,620 and $ 667,343 , respectively.

table below summarizes future payments due under these leases as of December 31, 2022.

4 unchanged sentences

Present Value of Future Minimum Lease Payments

Current Obligations

Current Obligations under Leases

Long-term Lease Obligations

Sales Agreement

November 23, 2015, SeD Maryland Development LLC completed the $ 15,700,000

acquisition of Ballenger Run, a 197 -acre

land sub-division development located in Frederick County, Maryland.

Previously, on May 28, 2014, the RBG Family, LLC entered into a

assignable real estate sales contract with NVR,

by which RBG Family, LLC would facilitate the sale of the 197

acres of Ballenger Run to NVR.

On December 10,

2014, NVR assigned this contract to SeD Maryland Development, LLC through execution of an assignment and assumption agreement and entered

into a series of lot purchase agreements by which NVR would purchase 443 subdivided residential lots from SeD Maryland Development, LLC.

December 31, 2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR.

the Third Amendment, SeD Maryland converted the 5.9 acre CCRC parcel to 36 lots (the 28 feet wide villa lot) and sell to NVR.

SeD Maryland pursued the required zoning approval to change the number of such lots from 85 to 121, which was approved in July 2019.

Subsequently, SeD Maryland Development signed the Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed

to purchase all of the new 121 lots .

November 23, 2015, SeD Maryland Development LLC completed the $ 15,700,000 acquisition of Ballenger Run, a 197 -acre land sub-division

development located in Frederick County, Maryland.

Previously, on May 28, 2014, the RBG Family, LLC entered into a $ 15,000,000 assignable

real estate sales contract with NVR, by which RBG Family, LLC would facilitate the sale of the 197 acres of Ballenger Run to NVR.

December 10, 2014, NVR assigned this contract to SeD Maryland Development, LLC through execution of an assignment and assumption agreement

and entered into a series of lot purchase agreements by which NVR would purchase 443 subdivided residential lots from SeD Maryland Development,

On December 31, 2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR.

to the Third Amendment, SeD Maryland converted the 5.9 acre CCRC parcel to 36 lots (the 28 feet wide villa lot) and sell to NVR.

Maryland pursued the required zoning approval to change the number of such lots from 85 to 121, which was approved in July 2019.

Subsequently,

SeD Maryland Development signed the Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the

new 121 lots .

the years ended on December 31, 2022 and 2021, NVR purchased 3 lots and 88 lots, respectively.

Through December 31, 2021 and 2020,

NVR had purchased a total of 476 and 388 lots, respectively.

part of the contract with NVR, upon establishment of FFB assessments on the lots, the Company is obligated to credit NVR with an amount

equal to one year of FFB assessment per each lot purchased by NVR.

As of December 31, 2021 the accrued balance due to NVR was $ 188,125 .

Through December 31, 2022 and 2021, NVR

had purchased a total of 479 and 476 lots, respectively.

arrangements for the sale of buildable lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment.

Under ASC 606, the credits to NVR are not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized

as the reduction of revenue.

As of December 31, 2022 and 2021, the accrued balance due to NVR was $ 189,475 and $ 188,125 , respectively.

Note from Azure

16 unchanged sentences

their maximum efforts in the creation of shareholder value.

As of December 31, 2021 and 2020, there have been no options granted.

reservation of shares under the Incentive Compensation Plan was cancelled in May of 2021.

As of December 31, 2021 there have been no options granted.

The reservation

of shares under the Incentive Compensation Plan was cancelled in May of 2021.

International Stock Option plans

3 unchanged sentences

following tables summarize stock option activity under the 2013 Plan for the year ended December 31, 2022:

SCHEDULE OF OPTION ACTIVITY

Contractual Term

OF OPTION ACTIVITY

Options for Common

Remaining Contractual Term

Aggregate Intrinsic

Outstanding as of January 1, 2021

Vested and exercisable at January 1, 2021

cancelled, expired

Forfeited, cancelled, expired

Outstanding as of December 31, 2021

Vested and exercisable at December 31, 2021

cancelled, expired

Forfeited, cancelled, expired

Outstanding as of December 31, 2022

1 unchanged sentence

SUBSEQUENT EVENTS

of Alset International shares

January 17, 2022 the Company entered into securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to

purchase from Chan Heng Fai 293,428,200

ordinary shares of Alset International for a

purchase price 29,468,977

newly issued shares of the Company’s common

On February 28, 2022, the Company and Mr.

Chan entered into an amendment to this securities purchase agreement pursuant to which

the Company shall purchase these 293,428,200

ordinary shares of Alset International for a

purchase price of 35,319,290

newly issued shares of the Company’s common

The closing of this transaction with Mr.

Chan is subject to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200

ordinary shares of Alset International represent

approximately 8.4 %

of the 3,492,713,362

total issued and outstanding shares of Alset

International.

Sale of Securities of True Partner Limited

On January 18, 2022, the Company

entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company has agreed to sell, through the transfer of subsidiary

and otherwise, 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for 11,397,080 shares of the common stock

On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with DSS, Inc., pursuant to which the Company

has agreed to replace the January 18, 2022 agreement with a new agreement to sell a subsidiary holding 44,808,908 shares of stock of

True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital Holding Limited (for a total

of 62,122,908 shares) in exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”).

The issuance of the DSS

Shares will be subject to the approval of the NYSE American (on which the common stock of DSS is listed) and DSS’s shareholders.

of Common Stock

January 24, 2022 the Company entered into stock purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to issue

to Chan Heng Fai 35,012,120

shares of the Company’s common stock for

a purchase price of $ 0.3713

per share (for an aggregate purchase price

of $ 13,000,000 ).

On February 28, 2022 the Company entered into an agreement with Mr.

Chan to terminate this stock purchase agreement.

of Promissory Note

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $ 6,250,000 .

The note bears interest of 3 % per annum and is due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note can be converted in part or whole into

common shares of the Company at the conversion price of $ 0.625 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

of Shares of DSS

January 25, 2022, the Company agreed to purchase 44,619,423 shares of DSS’s common stock for a purchase price of $ 0.3810 per share,

for an aggregate purchase price of $ 17,000,000 .

On February 28, 2022, the Company and DSS agreed to amend this stock purchase agreement.

The number of shares of the common stock of DSS that the Company will purchase has been reduced to 3,986,877 shares for an aggregate

purchase price of $ 1,519,000 .

Public Offering of Alset Capital Acquisition Corp.

February 3, 2022 Alset Capital Acquisition Corp.

(“Alset Capital”), a special purpose acquisition company sponsored by the

Company and certain affiliates, closed its initial public offering of 7,500,000 units at $ 10 per unit.

Each unit consisted of one of

Alset Capital’s shares of Class A common stock, one-half of one redeemable warrant and one right to receive one-tenth of one share

of Class A common stock upon the consummation of an initial business combination .

Each whole warrant

entitles the holder thereof to purchase one share of Class A common stock at a price of $ 11.50 per share.

Only whole warrants are exercisable.

The underwriters exercised their over-allotment option in full for an additional 1,125,000 units on February 1, 2022, which closed at

the time of the closing of the Offering.

As a result, the aggregate gross proceeds of this offering, including the over-allotment, were

$ 86,250,000 , prior to deducting underwriting discounts, commissions, and other offering expenses.

February 3, 2022, simultaneously with the consummation of Alset Capital’s initial public offering, Alset Capital consummated the

private placement of 473,750 units (the “Private Placement Units”) to the Sponsor, which amount includes 33,750 Private Placement

Units purchased by the Sponsor in connection with the underwriters’ exercise of the over-allotment option in full, at a price of

$ 10.00 per Private Placement Unit, generating gross proceeds of approximately $ 4.7 million (the “Private Placement”) the

proceeds of which were placed in the trust account.

No underwriting discounts or commissions were paid with respect to the Private Placement.

The Private Placement Units are identical to the units sold in the initial public offering, except that (a) the Private Placement Units

and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of Alset Capital’s

initial business combination except to permitted transferees and (b) the warrants and rights included as a component of the Private Placement

Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively.

of Note from DSS

February 25, 2022, Alset International entered into an assignment and assumption agreement with DSS pursuant to which DSS has agreed

to purchase a convertible promissory note from Alset International.

The note has a principal amount of $ 8,350,000 and accrued but unpaid

interest of $ 367,400 through May 15, 2022.

The note was issued by American Medical REIT, Inc.

The consideration to be paid for the note

will be 21,366,177 shares of DSS’s common stock.

The number of DSS shares to be issued as consideration was calculated by dividing

$ 8,717,400 , the aggregate of the principal amount and the accrued but unpaid interest under the Note, by $0.408 per share.

of shares of DSS common stock to be issued as consideration may be adjusted based on the accrued interest if the parties should agree

to close this transaction on a date other than the anticipated date of May 15, 2022.

The closing of the assumption agreement and the

issuance of the DSS shares described above will be subject to the approval of the NYSE American and DSS’s shareholders.

February 6, 2023, Alset Inc.

(the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)

in connection with an offering (the “Offering”) of its common stock, par value $ 0.001 per share (the “Common Stock”),

with Aegis Capital Corp.

(the “Underwriter”) as the underwriter, relating to an underwritten public offering of 1,727,273

shares of Common Stock at a public offering price of $ 2.20 per share.

The Underwriting Agreement provides the Underwriter a 45 -day option

to purchase up to an additional 212,863 shares of Common Stock to cover over-allotments, if any.

net proceeds to the Company from the Offering were approximately $ 3.3 million, after deducting underwriting discounts and the payment

of other offering expenses associated with the Offering that are payable by the Company.

Offering closed on February 8, 2023.

The Common Stock was being offered pursuant to an effective registration statement on Form S-3 (File

333-264234), as well as a prospectus supplement in connection with the Offering filed with the Securities and Exchange Commission.

Agreements to Sell Additional Lots

to Sell 110 Lots

March 16, 2023, 150 CCM Black Oak Ltd.

(the “Seller”) entered into a Purchase and Sale Agreement (the “Purchase and Sale

Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas limited liability company (“Rausch Coleman”).

to the terms of the Purchase and Sale Agreement, the Seller has agreed to sell approximately 110 single-family detached residential

lots which comprise a section of the Lakes at Black Oak.

The price of the lots and certain community enhancement fees the Seller

will be entitled to receive are anticipated to equal an aggregate of $ 6,586,250 .

closing of the sale of these 110 lots depends on the satisfaction of certain conditions set forth in the Purchase and Sale Agreement.

There can be no assurance that such closings will be completed on the terms outlined herein or at all.

Commencing on March 16, 2023,

Rausch Coleman has a thirty (30) day inspection period in which to inspect the properties and determine their suitability;

inspection period, Rausch Coleman may decline to proceed with the closing of these transactions.

Seller shall be required to complete certain improvements at the property at the Seller’s cost prior to the closing.

to Sell 189 Lots

March 17, 2023, the Seller entered into a Contract of Sale (the “Contract of Sale”) with Davidson Homes, LLC, an Alabama

limited liability company (“Davidson Homes”).

Pursuant to the terms of the Contract of Sale, the Seller has agreed to sell

approximately 189 single-family detached residential lots comprising an additional section of the Lakes at Black Oak.

The price of the

lots and certain community enhancement fees the Seller will be entitled to receive are anticipated to equal an aggregate of $ 10,022,500 .

closing of the transactions described in the Contract of Sale depends on the satisfaction of certain conditions set forth therein.

can be no assurance that such closings will be completed on the terms outlined herein or at all.

Davidson Homes has agreed to purchase

the lots in stages, comprising an initial closing of 94 lots, the remaining lots to be purchase on or before December 29, 2023.

on March 17, 2023, Davidson Homes shall have a thirty (30) day inspection period in which to inspect the properties and determine their

during such inspection period, Davidson Homes may decline to proceed with the closing of these transactions.

Seller shall be required to complete certain improvements at the property at the Seller’s cost prior to the closing.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data