Alset Inc. 10-K

Item 8. Financial Statements Alset Inc. and Subsidiaries CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 and 2021 Table of Contents Reports of Independent Registered Public Accounting Firms (PCAOB ID: 606 ) 58 Consolidated Balance Sheets at December 31, 2022 and 2021 59 Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2022 and 2021 60 Consolidated Statements of Stockholders’ Equity for Two Year Period Ended December 31, 2022 61 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 62 Notes to Consolidated Financial Statements 63 57 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Alset Inc. and Subsidiaries, formerly known as Alset eHome International Inc. and Subsidiaries Bethesda, Maryland Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Alset Inc. and subsidiaries, formerly known as Alset eHome International Inc. 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. Basis for Opinion These 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the 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. Emphasis of Matter The Company has significant transactions with related parties which are described in Note 13 of the consolidated financial statements. Transactions 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. We have served as the Company’s auditor since 2022. Jericho, New York March 31, 2023 58 Alset Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2022 December 31, 2021 Assets: Current Assets: Cash $ 17,827,383 $ 56,061,309 Restricted Cash 694,520 4,740,870 Account Receivables, Net 46,522 39,622 Other Receivables 446,798 334,788 Note Receivables - Related Parties 3,617,176 12,792,671 Prepaid Expense 188,070 1,202,451 Inventory 35,020 47,290 Investment in Securities at Fair Value 6,288,236 19,211,582 Investment in Securities at Fair Value - Related Party 13,193,089 17,125,441 Investment in Securities at Cost 98,129 99,216 Investment in Securities at Equity Method 52,987,224 30,801,129 Deposit - 275,204 Total Current Assets 95,422,167 142,731,573 Real Estate Rental Properties 31,169,031 24,820,253 Properties under Development 23,449,698 15,695,127 Operating Lease Right-Of-Use Asset 1,614,159 659,620 Deposit 536,947 39,653 Property and Equipment, Net 1,298,334 263,917 Total Assets $ 153,490,336 $ 184,210,143 Liabilities and Stockholders’ Equity: Current Liabilities: Accounts Payable and Accrued Expenses $ 2,983,470 $ 11,341,789 Deferred Revenue 21,198 728,343 Builder Deposits - 31,553 Operating Lease Liability 45,556 283,989 Notes Payable 181,846 317,671 Notes Payable - Related Parties 12,668 833,658 Total Current Liabilities 3,244,738 13,537,003 Long-Term Liabilities: Operating Lease Liability 1,582,483 383,354 Total Liabilities 4,827,221 13,920,357 Stockholders’ Equity: Preferred Stock, $ 0.001 par value; 25,000,000 shares authorized, none issued and outstanding Common Stock, $ 0.001 par value; 250,000,000 shares authorized; 7,422,846 and 4,368,422 shares issued and outstanding on December 31, 2022 and December 31, 2021, respectively * 7,423 87,368 Additional Paid in Capital 322,534,891 296,181,977 Accumulated Deficit ( 188,724,411 ) ( 148,233,473 ) Accumulated Other Comprehensive Income 3,836,063 341,646 Total Alset Inc. Stockholders’ Equity 137,653,966 148,377,518 Non-controlling Interests 11,009,149 21,912,268 Total Stockholders’ Equity 148,663,115 170,289,786 Total Liabilities and Stockholders’ Equity $ 153,490,336 $ 184,210,143 * The common stock share amounts were adjusted retrospectively to reflect the 20-for-1 reverse stock split on December 28, 2022 See accompanying notes to condensed consolidated financial statements. 59 Alset Inc. and Subsidiaries Consolidated Statements of Operations and Other Comprehensive Loss For the Years Ended December 31, 2022 and 2021 2022 2021 Revenue Rental $ 1,810,011 $ 327,296 Property 1,278,617 13,886,083 Biohealth 753,651 5,543,066 Digital Transformation Technology 69,915 - Other 568,248 42,377 Total Revenue 4,480,442 19,798,822 Operating Expenses Cost of Sales 3,731,990 11,301,814 General and Administrative 7,837,826 23,491,130 Total Operating Expenses 11,569,816 34,792,944 Operating Losses from Operations ( 7,089,374 ) ( 14,994,122 ) Other Income (Expense) Interest Income 67,470 183,636 Interest Expense ( 1,853 ) ( 317,281 ) Foreign Exchange Transaction (Loss) Gain ( 547,845 ) 1,363,061 Unrealized Loss on Securities Investment ( 7,794,139 ) ( 1,959,664 ) Unrealized Loss on Securities Investment - Related Party ( 23,556,219 ) ( 47,231,084 ) Realized Loss on Securities Investment ( 7,308,580 ) ( 4,698,078 ) Loss on Investment on Security by Equity Method ( 685,533 ) ( 51,999 ) Finance Costs ( 450,000 ) ( 50,871,869 ) Other Income 1,153,568 93,823 Total Other Expense, Net ( 39,123,131 ) ( 103,489,455 ) Net Loss Income Before Income Taxes ( 46,212,505 ) ( 118,483,577 ) Income Tax Expense - ( 534,014 ) Net Loss ( 46,212,505 ) ( 119,017,591 ) Net Loss Attributable to Non-Controlling Interest ( 5,721,567 ) ( 15,694,415 ) Net Loss Attributable to Common Stockholders $ ( 40,490,938 ) $ ( 103,323,176 ) Other Comprehensive Loss, Net Unrealized Gain (Loss) on Securities Investment 40,201 ( 57,179 ) Foreign Currency Translation Adjustment 508,277 ( 3,974,966 ) Comprehensive Loss ( 45,664,027 ) ( 123,049,736 ) Comprehensive Loss Attributable to Non-controlling Interests ( 5,620,606 ) ( 16,933,170 ) Comprehensive Loss Attributable to Common Stockholders $ ( 40,043,421 ) $ ( 106,116,566 ) Net Loss Per Share - Basic and Diluted $ ( 6.22 ) $ ( 73.85 ) Weighted Average Common Shares Outstanding - Basic and Diluted 6,513,453 1,399,144 * 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 See accompanying notes to condensed consolidated financial statements. 60 Alset Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity For Two Year Period Ended December 31, 2022 Shares Par Value $0.001 Shares Par Value $0.001 Shares Par Value $0.001 Paid in Capital Comprehensive Income Accumulated Deficit Stockholders’ Equity Controlling Interests Stockholders’ Equity Series A Preferred Stock Series B Preferred Stock Common Stock Additional Accumulated Other Total Alset Non- Total Shares Par Value $0.001 Shares Par Value $0.001 Shares Par Value $0.001 Paid in Capital Comprehensive Income Accumulated Deficit Stockholders’ Equity Controlling Interests Stockholders’ Equity Balance at January 1, 2021 (As Restated) - $ - - $ - 8,570,000 $ 8,570 $ 102,729,944 $ 2,143,338 $ ( 44,910,297 ) $ 59,971,555 $ 38,023,260 $ 97,994,815 Issuance of Common Stock - - - - 67,502,481 67,502 104,498,157 - - 104,565,659 - 104,565,659 Convert Common Stock to Series A Preferred Stock 6,380 6 - - ( 6,380,000 ) ( 6,380 ) 6,374 - - - - - Convert Related Party Note Payable to Series B Preferred Stock - - 2,132 2 - - 12,999,998 - - 13,000,000 - 13,000,000 Convert Preferred Stock Series A and B to Common Stock ( 6,380 ) ( 6 ) ( 2,132 ) ( 2 ) 8,512,000 8,512 ( 8,504 ) - - - - - Transactions under Common Control - - - - - - ( 57,190,499 ) - - ( 57,190,499 ) - ( 57,190,499 ) Sale of Vivacitas to Related Party - - - - - - 2,279,872 - - 2,279,872 - 2,279,872 Purchase Stock of True Partner from Related Party - - - - - - 3,274,060 - - 3,274,060 - 3,274,060 Beneficial Conversion Feature Intrinsic Value, Net - - - - - - 50,770,192 - - 50,770,192 - 50,770,192 Convert Related Party Note Payable to Common Stock - - - - 9,163,965 9,164 51,217,402 - - 51,226,566 - 51,226,566 Subsidiary’s Issuance of Stock - - - - - - 2,328,707 - - 2,328,707 920,632 3,249,339 Proceeds from Selling Subsidiary Equity - - - - - - 164,107 - - 164,107 115,893 280,000 Change in Non-Controlling Interest - - - - - - ( 5,729,539 ) 865,493 - ( 4,864,046 ) 2,664,056 ( 2,199,990 ) Deconsolidate American Pacific Bancorp - - - - - - 28,287,920 - - 28,287,920 ( 383,063 ) 27,904,857 Exercise American Premium Water Warrant to Purchase Stock - - - - - - 553,786 - - 553,786 180,614 734,400 Change in Unrealized Loss on Investment - - - - - - - ( 41,273 ) - ( 41,273 ) ( 15,906 ) ( 57,179 ) Foreign Currency Translations - - - - - - - ( 2,625,912 ) - ( 2,625,912 ) ( 1,349,054 ) ( 3,974,966 ) Distribution to Non-Controlling Shareholders - - - - - - - - - - ( 2,549,750 ) ( 2,549,750 ) - Net Loss - - - - - - - - ( 103,323,176 ) ( 103,323,176 ) ( 15,694,415 ) ( 119,017,591 ) Balance at January 1, 2022 - $ - - $ - 87,368,446 $ 87,368 $ 296,181,977 $ 341,646 $ ( 148,233,473 ) $ 148,377,518 $ 21,912,268 $ 170,289,786 Balance - $ - - $ - 87,368,446 $ 87,368 $ 296,181,977 $ 341,646 $ ( 148,233,473 ) $ 148,377,518 $ 21,912,268 $ 170,289,786 Issuance of Common Stock by Exercising Warrants - - - - 15,819,452 15,820 ( 11,925 ) - - 3,895 - 3,895 Issuance of Common Stock to Purchase Alset International Stock - - - - 35,319,290 35,319 ( 35,319 ) - - - - - Convert Related Party Note to Common Stock - - - - 10,000,000 10,000 6,203,000 - - 6,213,000 - 6,213,000 Reverse Stock Split 1 for 20 ( 141,084,342 ) ( 141,084 ) 141,084 - - - - - Deconsolidate Alset Capital Acquisition - - - - - - 14,536,215 - - 14,536,215 2,021,367 16,557,582 Gain from Purchase of DSS Stock - - - - - - 737,572 - - 737,572 - 737,572 Beneficial Conversion Feature Intrinsic Value, Net - - - - - - 450,000 - - 450,000 - 450,000 Change in Non-Controlling Interests - - - - - - 4,256,980 2,970,140 - 7,227,120 ( 7,227,120 ) - Change in Unrealized Loss on Investment - - - - - - - 35,110 - 35,110 5,091 40,201 Gain from Purchasing Value Exchange Stock from Related Party - - - - - - 75,307 - - 75,307 - 75,307 Foreign Currency Translations - - - - - - - 489,167 - 489,167 19,110 508,277 Net Loss - - - - - - - - ( 40,490,938 ) ( 40,490,938 ) ( 5,721,567 ) ( 46,212,505 ) Balance at December 31, 2022 - $ - - $ - 7,422,846 $ 7,423 $ 322,534,891 $ 3,836,063 $ ( 188,724,411 ) $ 137,653,966 $ 11,009,149 $ 148,663,115 Balance - $ - - $ - 7,422,846 $ 7,423 $ 322,534,891 $ 3,836,063 $ ( 188,724,411 ) $ 137,653,966 $ 11,009,149 $ 148,663,115 See accompanying notes to condensed consolidated financial statements. 61 Alset Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021 2022 2021 Cash Flows from Operating Activities Net Loss from Operations $ ( 46,212,505 ) $ ( 119,017,591 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation 963,077 166,451 Amortization of Right-Of-Use Asset 747,975 611,253 Amortization of Debt Discount 450,000 50,871,869 Share-based Compensation and Expense - 134,192 Impairment of Promissory Note - 421,754 Foreign Exchange Transaction Loss (Gain) 547,845 ( 1,403,859 ) Unrealized Loss on Securities Investment 7,794,139 1,959,664 Unrealized Loss on Securities Investment – Related Party 23,556,219 47,231,084 Realized Loss on Securities Investment 7,308,580 4,698,078 Loss on Exchange of Investment Securities 417,468 - PPP Loan Forgiveness ( 68,502 ) - Director Compensation Adjustment ( 1,185,251 ) - Loss on Equity Method Investment 685,533 51,999 Changes in Operating Assets and Liabilities Real Estate ( 8,241,487 ) 4,810,464 Account Receivables ( 221,869 ) 849,413 Prepaid Expense 400,154 399,442 Deposits ( 295,585 ) ( 16,361 ) Trading Securities ( 7,510,442 ) ( 14,426,785 ) Inventory 13,164 34,991 Accounts Payable and Accrued Expenses ( 9,535,319 ) 9,663,367 Other Receivables - Related Parties ( 91,925 ) - Deferred Revenue ( 707,145 ) ( 2,199,477 ) Operating Lease Liability ( 638,006 ) ( 293,525 ) Builder Deposits ( 31,553 ) ( 1,230,783 ) Net Cash Used in Operating Activities ( 31,855,435 ) ( 16,684,360 ) Cash Flows from Investing Activities Purchase of Fixed Assets ( 599,650 ) ( 227,821 ) Purchase of Real Estate Properties ( 6,057,493 ) ( 25,362,146 ) Real Estate Improvements ( 767,237 ) - Purchase of Investment Securities ( 8,429,620 ) ( 19,390,318 ) Proceeds from Investment Securities 103,809 110,718 Sales of Investment Securities to Related Party - 2,480,000 Cash Loss of Deconsolidation of American Pacific Bancorp Inc. - ( 1,235,953 ) Issuing Loan Receivable - Related Party ( 377,864 ) ( 11,878,605 ) Proceeds from Loan Receivable - Related Party 1,005,014 ( 539,876 ) Net Cash Used in Investing Activities ( 15,123,041 ) ( 56,044,001 ) Cash Flows from Financing Activities Proceeds from Common Stock Issuance 6,213,000 104,565,659 Proceeds from Exercise of Subsidiary Warrants - 3,249,339 Proceeds from Sale of Subsidiary Shares - 280,000 Dividend Paid on Subsidiary Preferred Stock - ( 73,750 ) Borrowing from PPP Loan - 68,502 Borrowing from a Commercial Loan 123,633 - Distribution to Non-controlling Interest Shareholders - ( 2,549,750 ) Repayment to Notes Payable ( 279,152 ) ( 610,767 ) Proceeds from Note Payable - Related Parties - 5,545,495 Repayment to Notes Payable - Related Parties - ( 7,057,324 ) Net Cash Provided by Financing Activities 6,057,481 103,417,404 Net (Decrease) Increase in Cash and Restricted Cash ( 40,920,995 ) 30,689,043 Effects of Foreign Exchange Rates on Cash ( 1,359,281 ) ( 1,622,343 ) Cash and Restricted Cash - Beginning of Year 60,802,179 31,735,479 Cash and Restricted Cash- End of Year $ 18,521,903 $ 60,802,179 Cash $ 17,827,383 $ 56,061,309 Restricted Cash $ 694,520 $ 4,740,870 Total Cash and Restricted Cash $ 18,521,903 $ 60,802,179 Supplementary Cash Flow Information Cash Paid for Interest $ 1,853 $ 20,154 Cash Paid for Taxes $ - $ 446,757 Supplemental Disclosure of Non-Cash Investing and Financing Activities Unrealized Gain (Loss) on Investment $ 777,773 $ ( 57,179 ) Initial Recognition of ROU / Lease Liability $ 1,702,514 $ 256,928 Acquiring True Partner Stock by Issuing Promissory Note $ - $ 10,003,689 Sale of Investment in Vivacitas to Related Party $ - $ 2,279,872 Deconsolidate Alset Capital Acquisition $ 16,557,582 $ - Intrinsic Value of BCF $ 450,000 $ ( 50,770,192 ) Issuance of Stock by Exercising Warrants $ 3,895 $ - Transactions under Common Control $ - $ 57,190,499 Convert Related Party Note Payable to Common Stock $ 6,213,000 $ 64,226,566 Deconsolidate American Pacific Bancorp Inc. $ - $ 27,904,857 Gain from Exercise of American Premium Water Warrant $ - $ 734,400 Purchase of Fixed Asset by Issuing Promissory Note $ - $ 95,000 See accompanying notes to condensed consolidated financial statements. 62 Alset Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 and 2021 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Alset Inc. (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. On October 1, 2018, Chan Heng Fai transferred his 100 % interest in Alset Global Pte. Ltd. (“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. Ltd. (“Alset Business Development, formerly known as Hengfai Business Development Pte. Ltd.). Both Alset Global and Alset Business Development are holding companies with no business operations. On December 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. Also, on October 1, 2018, Chan Heng Fai transferred his 100 % ownership interest in Impact Oncology Pte. Ltd. (“Impact Oncology”, formerly known as Heng Fai Enterprises Pte. Ltd.) and Global eHealth Limited (“Global eHealth”) to AEI in exchange for 25,000 and 50,000 shares of the Company’s common stock, respectively. The contributions to AEI on October 1, 2018 of Alset Global, Impact Oncology, and Global eHealth from Chan Heng Fai represented transactions under common control with a related party. On June 24, 2020, HFE Holdings Limited surrendered 180,000 shares of our common stock to the treasury of our Company, and Chan Heng Fai surrendered 50 shares of our common stock to the treasury of our Company, and all such shares were cancelled. On November 24, 2020 the Company held its initial public offering and the Company’s common stock began trading on Nasdaq Capital Market. As a result, 108,000 shares were issued to public investors. The Company’s net proceeds from this offering were approximately $ 13.2 million. On May 13, 2021, July 30, 2021 and December 8, 2021 the Company held follow up offerings of its common shares. As a result of the offerings, the Company issued a total of 3,374,624 shares to public investors. The Company’s net proceeds from these offerings were approximately $ 105 million. On 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 were met. 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. 63 On 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. On 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. As of December 31, 2022 and 2021, the total outstanding common shares of the Company were 7,422,846 and 4,368,422 , respectively. The 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 activities. Real Estate The Company’s real estate segment is comprised of LiquidValue Development Inc. (“LiquidValue Development”) and SeD Perth Pty Ltd. In 2014, Alset International commenced operations developing property projects and participating in third-party property development projects. LiquidValue Development Inc. (f.k.a. SeD Intelligent Home Inc.), a 99.9 %-owned subsidiary of Alset International, owns, operates and manages real estate development projects with a focus on land subdivision developments and house rental projects. Development activities are generally contracted out, including planning, design and construction, as well as other work with engineers, surveyors, architects and general contractors. The developed lots are then sold to builders for the construction of new homes. LiquidValue Development’s primary real estate projects are two subdivision development projects, one near Houston, Texas, known as Black Oak, currently projected to have approximately 550-600 units, and one in Frederick, Maryland, known as Ballenger Run, consisting of 197 acres and currently projected to have approximately 689 units. In 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. Digital Transformation Technology The 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 technology services to end-users, service providers and other commercial users through multiple platforms. This technology platform consists of instant messaging systems, social media, e-commerce and payment systems, direct marketing platforms, e-real estate, brand protection and counterfeit and fraud detection. 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. Biohealth The 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. 64 In 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 sales. Other Business Activities In addition to the segments identified above, the Company provides corporate strategy and business development services, asset management services, corporate restructuring and leveraged buy-out expertise. These service offerings build relationships with promising companies for potential future collaboration and expansion. We believe that our other business activities complement our three principal businesses. The Company’s other business activities segment is primarily comprised of Alset International, SeD Capital Pte. Ltd., BMI Capital Partners International Limited, Singapore Construction & Development Pte. Ltd. and food and beverage part of HWH International Inc. The Company, through Alset F&B One Pte. Ltd. (“Alset F&B One”) and Alset F&B (PLQ) Pte. Ltd. (“Alset F&B PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively, both of which have since commenced operations. 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. During 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. 65 The Company’s consolidated financial statements include the financial positions, results of operations and cash flows of the following entities as of December 31, 2022 and 2021 as follows: SCHEDULE OF SUBSIDIARIES Attributable interest State or other jurisdiction of as of, Name of subsidiary consolidated under AEI incorporation or organization December 31, 2022 December 31, 2021 % % Alset Global Pte. Ltd. Singapore 100 100 Alset Business Development Pte. Ltd. Singapore 100 100 Global eHealth Limited Hong Kong 100 100 Alset International Limited Singapore 85.4 76.8 Singapore Construction & Development Pte. Ltd. Singapore 85.4 76.8 Art eStudio Pte. Ltd. Singapore 43.6 * 39.2 * Singapore Construction Pte. Ltd. Singapore 85.4 76.8 Global BioMedical Pte. Ltd. Singapore 85.4 76.8 Alset Innovation Pte. Ltd. Singapore 85.4 76.8 Health Wealth Happiness Pte. Ltd. Singapore 85.4 76.8 SeD Capital Pte. Ltd. Singapore 85.4 76.8 LiquidValue Asset Management Pte. Ltd. Singapore 85.4 76.8 * Alset Solar Limited Hong Kong 85.4 76.8 Alset F&B One Pte. Ltd. Singapore 76.9 69.2 Global TechFund of Fund Pte. Ltd. Singapore 100 76.8 Singapore eChainLogistic Pte. Ltd. Singapore 100 76.8 BMI Capital Partners International Limited Hong Kong 85.4 76.8 SeD Perth Pty Ltd Australia 85.4 76.8 SeD Intelligent Home Inc. United States of America 85.4 76.8 LiquidValue Development Inc. United States of America 85.4 76.8 Alset EHome Inc. United States of America 85.4 76.8 SeD USA, LLC United States of America 85.4 76.8 150 Black Oak GP, Inc. United States of America 85.4 76.8 SeD Development USA Inc. United States of America 85.4 76.8 150 CCM Black Oak, Ltd. United States of America 85.4 76.8 SeD Texas Home, LLC United States of America 85.4 76.8 SeD Ballenger, LLC United States of America 85.4 76.8 SeD Maryland Development, LLC United States of America 71.4 64.2 SeD Development Management, LLC United States of America 72.6 65.3 SeD Builder, LLC United States of America 85.4 76.8 Hapi Metaverse Inc. (f.k.a. GigWorld Inc.) United States of America 99.7 76.8 66 HotApp BlockChain Pte. Ltd. Singapore 99.7 76.6 HotApp International Limited Hong Kong 99.7 76.6 HWH International, Inc. United States of America 85.4 76.8 Health Wealth & Happiness Inc. United States of America 85.4 76.8 HWH Multi-Strategy Investment, Inc. United States of America 85.4 76.8 SeD REIT Inc. United States of America 85.4 76.8 Gig Stablecoin Inc. United States of America 99.7 76.6 HWH World Inc. United States of America 99.7 76.6 HWH World Pte. Ltd. Singapore 85.4 76.6 UBeauty Limited Hong Kong 85.4 76.8 WeBeauty Korea Inc South Korea 85.4 76.8 HWH World Limited Hong Kong 85.4 76.8 HWH World Inc. South Korea 85.4 76.8 Alset BioHealth Pte. Ltd. Singapore - 76.8 Alset Energy Pte. Ltd. Singapore - 76.8 GDC REIT Inc. (f.k.a. Alset Payment Inc.) United States of America 85.4 76.8 Alset World Pte. Ltd. Singapore - 76.8 BioHealth Water Inc. United States of America 85.4 76.8 Impact BioHealth Pte. Ltd. Singapore 85.4 76.8 American Home REIT Inc. United States of America 85.4 76.8 Alset Solar Inc. United States of America 68.3 61.5 HWH KOR Inc. United States of America 85.4 76.8 Open House Inc. United States of America 100 76.8 Open Rental Inc. United States of America 100 76.8 Hapi Cafe Inc. (Nevada) United States of America 100 76.8 Global Solar REIT Inc. United States of America 100 76.8 OpenBiz Inc. United States of America 100 76.8 Hapi Cafe Inc. (Texas) United States of America 85.4 100 HWH (S) Pte. Ltd. Singapore 85.4 76.8 True Partner International Limited Hong Kong - 100 LiquidValue Development Pte. Ltd. Singapore 100 100 LiquidValue Development Limited Hong Kong 100 100 Alset EPower Inc. United States of America 100 100 EPowerTech Inc. United States of America 100 100 AHR Asset Management Inc. United States of America 85.4 76.8 67 HWH World Inc. (Nevada) United States of America 85.4 76.8 Alset F&B Holdings Pte. Ltd. Singapore 85.4 76.8 Credas Capital Pte. Ltd. Singapore 42.7 * 38.4 * Smart Reward Express Limited Hong Kong 49.8 * 38.3 * Partners HWH Pte. Ltd. Singapore - 76.8 AHR Texas Two, LLC United States of America 85.4 76.8 AHR Black Oak One, LLC United States of America 85.4 76.8 Hapi Air Inc. United States of America 92.7 88.4 AHR Texas Three, LLC United States of America 85.4 76.8 Alset Capital Pte. Ltd. Singapore 100 100 Hapi Cafe Korea Inc. South Korea 85.4 100 Green Energy Inc. United States of America 100 100 Green Energy Management Inc. United States of America 100 100 Alset Metaverse Inc. United States of America 97.2 95.6 Alset Management Group Inc. United States of America 83.4 88.2 Alset Acquisition Sponsor, LLC United States of America 93.4 79.6 Alset Capital Acquisition Corp. United States of America 23.4 79.6 Alset Spac Group Inc. United States of America 93.4 - Hapi Travel Pte. Ltd. Singapore 85.4 - Hapi WealthBuilder Pte. Ltd. Singapore 85.4 - Alset Mining Pte. Ltd. Singapore 85.4 - HWH Marketplace Pte. Ltd. Singapore 85.4 - HWH International Inc. (Nevada) United States of America 85.4 - Hapi Cafe SG Pte. Ltd. Singapore 85.4 - Alset Reits Inc. United States of America 100 - Alset Home REIT Inc. United States of America 100 - Hapi Metaverse Inc. United States of America 99.7 - Hapi Cafe Limited Hong Kong 99.7 - MOC HK Limited Hong Kong 99.7 - AHR Texas Four, LLC United States of America 100 - Alset F&B (PLQ) Pte. Ltd. Singapore 85.4 - * 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. 68 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual results could differ from those estimates. In our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If the allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, 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. When 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 and $ 0 , respectively. Transactions between Entities under Common Control On March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”) to purchase 1,500,000,000 shares of Alset International Limited, which was valued at $ 28,363,966 ; (ii) purchase of all of the issued and outstanding stock of LiquidValue Development Pte Ltd. (“LVD”), which was valued at $ 173,395 ; (iii) purchase of 62,122,908 ordinary shares in True Partner Capital Holding Limited (HKG: 8657) (“True Partner”), which was valued at $ 6,729,629 ; and (iv) purchase of 4,775,523 shares of the common stock of American Pacific Bancorp Inc. (“APB”), which was valued at $ 28,653,138 . The total amount of above four transactions was $ 63,920,129 , payable on the Closing Date by the Company, in the convertible promissory notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval, shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), par value $ 0.001 per share, at the conversion price of AEI’s Stock Market Price. 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. The above four acquisitions from Chan Heng Fai were transactions between entities under common control. On October 15, 2020, American Pacific Bancorp (which subsequently became a majority-owned subsidiary of the Company) entered into an acquisition agreement to acquire 3,500,001 common shares of HengFeng Finance Limited (“HFL”), representing 100 % of the common shares of HFL, in consideration for $ 1,500,000 , to be satisfied by the issuance and allotment of 250,000 shares of the Class A Common Stock of American Pacific Bancorp. HFL is incorporated in Hong Kong with limited liability. The principal activities of HFL are money lending, securities trading and investment. This transaction closed on April 21, 2021. This transaction between the Company and Chan Heng Fai is under common control of Chan Heng Fai. 69 The common control transactions resulted in the following basis of accounting for the financial reporting periods: ● The acquisition of the Warrants and True Partner stock were accounted for prospectively as of March 12, 2021 and they did not represent a change in reporting entity. ● The acquisition of LVD, APB and HFL was under common control and was consolidated in accordance with ASC 850-50. The consolidated financial statements were retrospectively adjusted for the acquisition of LVD, APB and HFL, and the operating results of LVD, APB and HFL as of January 1, 2020 for comparative purposes. AEI’s stock 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 these transactions. The debt discount attributable to the BCF is amortized over period from issuance to the date that the debt becomes convertible using the effective interest method. If the debt is converted, the discount is amortized to finance cost in full immediately. On May 13, 2021 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. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in values. There were no cash equivalents as of December 31, 2022 and 2021. Restricted Cash As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company is required to maintain a minimum of $ 2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund is required to remain as collateral for the loan until the loan is paid off in full and the loan agreement terminated. The Company also has an escrow account with M&T Bank to deposit a portion of cash proceeds from lot sales. The fund in the escrow account is specifically used for the payment of the loan from M&T Bank. The fund is required to remain in the escrow account for the loan payment until the loan agreement terminates. 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. As a condition to the loan agreement with National Australian Bank Limited in conjunction with the Perth project, an Australian real estate development project, the Company is required to maintain Australian Dollar 50,000 , in a non-interest-bearing account. As of December 31, 2021, the account balance was $ 36,316 . In February 2022 the Company repaid the loan and the funds were subsequently released. The Company puts funds into a brokerage account specifically for equity investment. As of December 31, 2022 and 2021, the cash balance in that brokerage account was $ 385,304 and $ 304,570 , respectively. Account Receivables and Allowance for Doubtful Accounts Account receivables is stated at amounts due from buyers, contractors, and all third parties, net of an allowance for doubtful accounts. As of December 31, 2022 and 2021, the balance of account receivables was $ 46,522 and $ 39,622 , respectively. 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. The Company monitors its account receivables balances on a monthly basis to ensure that they are collectible. On a quarterly basis, the Company uses its historical experience to estimate its allowance for doubtful account receivables. The Company’s allowance for doubtful accounts represents an estimate of the losses expected to be incurred based on specifically identified accounts as well as nonspecific amount, when determined appropriate. Generally, the amount of the allowance is primarily decided by division management’s historical experience, the delinquency trends, the resolution rates, the aging of receivables, the credit quality indicators and financial health of specific customers. As of December 31, 2022 and 2021, the allowance was $ 0 . 70 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of December 31, 2022 and 2021, inventory consisted of finished 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. Investment Securities Investment Securities at Fair Value The Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price 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 as of December 31, 2021 held 15.5 % of True Partner. On 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. On April 12, 2021 the Company acquired 6,500,000 common shares of Value Exchange International, Inc. (“Value Exchange International”), an OTC listed company, for an aggregate subscription price of $ 650,000 . 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 prices. During the year ended December 31, 2021, the Company’s subsidiaries established a portfolio of trading securities. The objective is to generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined by quoted stock prices. The 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. Holista CollTech Limited (“Holista”), DSS, Inc. (“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. ● The Company has significant influence over 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. ● The 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. ● The 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. 71 On March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc. (“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 8 - Related Party Transactions, Note Receivable from a Related Party Company . As of December 31, 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 31, 2021. 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. The 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 offering by Vivacitas. As of December 31, 2020, Vivacitas was a private company. Based on management’s analysis, the fair value of the Vivacitas stock option was $ 0 as of December 31, 2020. On March 18, 2021 the Company sold the subsidiary holding the ownership and stock option in Vivacitas to an indirect subsidiary of DSS. For further details on this transaction, refer to Note 8 - Related Party Transactions, Sale of Investment in Vivacitas to DSS . The Company accounts for certain of its investments in funds without readily determinable fair values in accordance with ASU No. 2015-07, 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. Investment Securities at Cost Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss is recognized in the consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair value of the investment. The Company had an equity holding in Vivacitas Oncology Inc. (“Vivacitas”), a private company that is currently not listed on an exchange. We measure Vivacitas 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. Our ownership in Vivacitas was sold on March 18, 2021 to DSS for $ 2,480,000 . The difference of $ 2,279,872 between the selling price and our original investment cost was recorded as additional paid capital considering a related party transaction. For further details on this transaction, refer to Note 8 – Related Party Transactions, Sale of Investment in Vivacitas to DSS . On September 8, 2020, the Company acquired 1,666 shares, approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at the purchase price of $ 37,826 . The Company applied ASC 321 and measured Nervotec 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. On September 30, 2020, the Company acquired 3,800 shares, approximately 19 % ownership, from HWH World Company Limited (f.k.a. Hyten Global (Thailand) Co., Ltd.) (“HWH World Co.”), a private company, at a purchase price of $ 42,562 . During 2021, the Company invested $ 19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18 % ownership. K Beauty was established for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution to HWH’s membership distribution channel. There has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still carried at cost. 72 Investment Securities under Equity Method Accounting The Company accounts for equity investment in entities with significant influence under equity-method accounting. Under this method, the Group’s pro rata share of income (loss) from investment is recognized in the consolidated statements of comprehensive income. Dividends received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses if the Company either be liable for the obligations of the investee or provide for losses in excess of the investment when imminent return to profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method losses exceeding its carrying amount of the investment, but discloses the losses in the footnotes. Equity-method investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of the intent and ability of the Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary. American Medical REIT Inc. LiquidValue Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company owns 15.8 % of American Medical REIT Inc. (“AMRE”) 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 facilities. Chan Heng Fai, our CEO, is the executive chairman and director of AMRE. 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. American Pacific Bancorp, Inc. Pursuant to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 shares of the common stock of American Pacific Bancorp Inc. (“APB”) and gained majority ownership in that entity. APB was consolidated into the Company under common control accounting (See Transactions between Entities under Common Control for details). On September 8, 2021 APB sold 6,666,700 shares Series A Common Stock to DSS, Inc. 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. 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. The following table presents summarized unaudited financial information for APB. SCHEDULE OF UNAUDITED FINANCIAL INFORMATION Summarized Financial Information Assets Liabilities Net Income (Loss) December 31, 2022 54,835,272 316,826 2,245,532 December 31, 2021 29,448,425 371,564 ( 536,481 ) 73 Alset Capital Acquisition Corp. On 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. In 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, 2022. Ketomei Pte Ltd On 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. Investment in Debt Securities Debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Realized gains and losses on debt securities are recognized in the net income in the consolidated statements of comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. The Company invested $ 50,000 in a convertible promissory note of Sharing Services Global Corporation (“Sharing Services Convertible Note”), a company quoted on the US OTC market. 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 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. On February 26, 2021, the Company invested approximately $ 88,599 in the convertible note of Vector Com Co., Ltd (“Vector Com”), a private company in South Korea. The interest rate is 2 % per annum and maturity is two years . The conversion price is approximately $ 21.26 per common share of Vector Com. As of December 31, 2022 and 2021, the Management estimated the fair value of the note to be $ 88,599 , the initial transaction price. Variable Interest Entity Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation , when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”), as defined in ASC 810, the VIE must be consolidated into the financial statements of the reporting entity. The determination of which owner is the primary beneficiary of a VIE requires management to make significant estimates and judgments about the rights, obligations, and economic interests of each interest holder in the VIE. 74 The Company evaluates its interests in VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact its economic performance; and (ii) the obligation to absorb losses of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the VIE. HWH World Company Limited HWH World Co. is a direct sales company in Thailand. The Company has a 19 % ownership and lent a loan of $ 187,500 with zero interest and due on demand, to HWH World Co. The current level of equity in HWH World Co. is not sufficient to permit to operate on its own without additional subordinated financial support. The Company has a variable interest in HWH World Co. However, the Company is not deemed to absorb losses or receive benefits that could potentially be significant to HWH World Co. Ltd. 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. The power to direct the activities are held by the manager in Thailand who owns 51 % of the HWH World Co. Therefore, the Company is not a primary beneficiary of this VIE and does not consolidate it. On December 31, 2022 and 2021 variable interest and amount 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. American Medical REIT Inc. In 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 overseeing and controlling the management. The 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. Real Estate Assets Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with Financial Accounting Standards Board (“FASB”) ASC 805 - “Business Combinations”, which acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold. The Company capitalized construction costs of approximately $ 3.2 million and $ 6.0 million for the years ended December 31, 2022 and 2021, respectively. 75 The Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment of identifying potential triggering events for impairment. Management may use the market comparison method to value other relatively small projects, such as the project in Perth, Australia. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. The Company did not record impairment on any of its projects during the years ended on December 31, 2022 and 2021. Properties under development Properties under development are properties being constructed for sale in the ordinary course of business, rather than to be held for the Company’s own use, rental or capital appreciation. Rental Properties Rental properties are acquired with the intent to be rented to tenants. 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. Investments in Single-Family Residential Properties The Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at their purchase price. The purchase price is allocated between land, building, improvements and existing leases based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as well as other closing costs. Building improvements and buildings are depreciated over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line method. The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company did not recognize any impairment losses during the years ended on December 31, 2022 and 2021. Revenue Recognition and Cost of Sales ASC 606 - Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The Company adopted this new standard on January 1, 2018 under the modified retrospective method. The adoption of this new standard did not have a material effect on our financial statements. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. 76 The following represents the Company’s revenue recognition policies by Segments: Real Estate Property Sales Part 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 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 29 % and 70 %, respectively, of the Company’s revenue in the years ended December 31, 2022 and 2021, is as follows: ● Identify the contract with a customer. The Company has signed agreements with the builders for developing the raw land to ready to build lots. The agreements have agreed upon prices, timelines, and specifications for what is to be provided. ● Identify the performance obligations in the contract. Performance obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met. ● Determine the transaction price. The transaction price per lot is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties. ● Allocate the transaction price to performance obligations in the contract. Each lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated to. ● Recognize revenue when (or as) the entity satisfies a performance obligation. The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue at a point in time when title is transferred. The Company does not have further performance obligations or continuing involvement once title is transferred. Rental Revenue The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees. Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases. 77 The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenues and other payables on the Company’s consolidated balance sheets. Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. In the year ended December 31, 2022 and 2021, the Company did not recognize any deferred revenue and collected all rents due. Sale of the Front Foot Benefit Assessments We have established a front foot benefit (“FFB”) assessment on all of the NVR lots. This is a 30-year annual assessment allowed in Frederick County which requires homeowners to reimburse the developer for the costs of installing public water and sewer to the lots. These assessments become effective as homes are settled, at which time we can sell the collection rights to investors who will pay an upfront lump sum, enabling us to more quickly realize the revenue. The selling prices range from $ 3,000 to $ 4,500 per home depending on the type of home. Our total revenue from the front foot benefit assessment is approximately $1 million. To recognize revenue of FFB assessment, both our and NVR’s performance obligation have to be satisfied. Our performance obligation is completed once we complete the construction of water and sewer facility and close the lot sales with NVR, which inspects these water and sewer facility prior to close lot sales to ensure all specifications are met. NVR’s performance obligation is to sell homes they build to homeowners. Our FFB revenue is recognized on quarterly basis after NVR closes sales of homes to homeowners. The agreement with these FFB investors is not subject to amendment by regulatory agencies and thus our revenue from FFB assessment is not either. During the years ended December 31, 2022 and 2021, we recognized revenue of $ 126,737 and $ 289,375 from FFB assessment, respectively. Cost of Revenue ● Cost of Real Estate Sale All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project. ● Cost of Rental Revenue Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants. Biohealth Product 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. 78 If any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned products. 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. Annual Membership. 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. Before 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. Other Businesses Food and Beverage . The Company, through Alset F&B One Pte. Ltd. (“Alset F&B One”) and Alset F&B (PLQ) Pte. Ltd. (“Alset F&B PLQ”) each acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively, both of which have since commenced operations. 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. Remaining performance obligations. 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. Stock-Based Compensation The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted to non-employees for goods and services. During the years ended on December 31, 2022 and 2021, the Company recorded $ 0 and $ 73,292 as stock-based compensation expense. Foreign Currency Functional and reporting currency Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”). 79 The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong, Australia and South Korea are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”) and South Korean Won (“KRW”), which are also the functional currencies of these entities. Transactions in foreign currencies Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations. The majority of the Company’s foreign currency transaction gains or losses come from the effects of foreign exchange rate changes on the intercompany loans between Singapore entities and U.S. entities. 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 gains and losses are recorded in operations. Translation of consolidated entities’ financial statements Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. The Company’s entities with functional currency of Singapore Dollar, Hong Kong Dollar, AUD and KRW, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenue, expense, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). The 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. Income Taxes US Income Taxes Income tax expense represents the sum of the current tax expense and deferred tax expense. Income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date. Deferred income tax is provided in full, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and liabilities are recognized for all temporary differences, except: ● Where 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. ● In 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; and 80 ● In 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 carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Current and deferred income tax are recognized as income or expense in the profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized either in other comprehensive income or directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authorities on the same taxable entity, or on different tax entities, provided they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry-forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The differences relate primarily to net operating loss carryforward from date of acquisition and to the use of the cash basis of accounting for income tax purposes. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company has not recorded any unrecognized tax benefits. The Company’s 2021, 2020 and 2019 tax returns remain open to examination. Income Taxes in other countries Significant judgement is involved in determining the income taxes mainly in Singapore. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for expected tax liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Earnings (loss) per Share The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares outstanding during the year, adjusted for treasury shares held by the Company. 81 Diluted earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible securities, such as stock options, convertible bonds and warrants. 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. Fair Value Measurements ASC 820, Fair Value Measurement and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques. The carrying value of the Company’s financial instruments, including cash and restricted cash, accounts receivable and accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The liabilities in connection with the conversion and make-whole features included within certain of the Company’s convertible notes payable and warrants are each classified as a level 3 liability. Non-controlling Interests Non-controlling interests represent the equity in subsidiary not attributable, directly or indirectly, to shareholders of the Company, and are presented separately in the Consolidated Statements of Operation and Other Comprehensive Loss, and within equity in the Consolidated Balance Sheets, separately from equity attributable to shareholders of the Company. On December 31, 2022 and 2021, the aggregate non-controlling interests in the Company were $ 11,009,149 and $ 21,912,268 respectively. Impairment of Long-lived Assets Our policy is to obtain an independent third-party valuation for each major project in the United States to identify triggering events for impairment. Our management may use a market comparison method to value other relatively small projects, such as the project in Perth, Australia. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), we apply a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. The company did not record any impairment for the year ended on December 31, 2022 and 2021. Capitalized Financing Costs Financing costs, such as loan origination fee, administration fee, interests and other related financing costs, should be capitalized and recorded on the balance sheet if these financing activities are directly associated with the development of real estates. 82 Capitalized Financing Costs are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If the allocation of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on an area method, which uses the size of the lots compared to the total project area and allocates costs based on their size. As of December 31, 2022 and 2021, the capitalized financing costs were $ 3,247,739 . Related Party Transactions The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Beneficial Conversion Features The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. Recent Accounting Pronouncements Accounting pronouncement not yet adopted In 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. 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. 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. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In November of 2019, the FASB issued ASU 2019-10, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company is currently evaluating the impact of ASU 2016-13 on its future consolidated financial statements. 83 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform on Financial Reporting . The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company’s line of credit agreement provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its future consolidated financial statements. In 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. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 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. The Company is currently evaluating the impact of ASU 2020-06 on its future consolidated financial statements. 3. CONCENTRATIONS The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits. As of December 31, 2022 and 2021, uninsured cash and restricted cash balances were $ 15,723,599 and $ 57,905,303 , respectively. For the year ended December 31, 2022, two customers accounted for approximately 81 %, and 19 % of the Company’s property and development revenue. For the year ended December 31, 2021, two customers accounted for approximately 97 %, and 3 % of the Company’s property and development revenue. 4. SEGMENTS Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-maker is the CEO. The Company operates in and reports four business segments: real estate, digital transformation technology, biohealth, and other business activities. The Company’s reportable segments are determined based on the services they perform and the products they sell, not on the geographic area in which they operate. The Company’s chief operating decision maker evaluates segment performance based on segment revenue. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable segments. 84 The following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the years ended December 31, 2022 and 2021: SCHEDULE OF SEGMENT INFORMATION Real Estate Digital Transformation Technology Biohealth Business Other Total Year Ended on December 31, 2022 Revenue $ 3,088,628 $ 69,915 $ 753,651 $ 568,248 $ 4,480,442 Cost of Sales ( 3,016,200 ) ( 23,423 ) ( 523,534 ) ( 168,833 ) ( 3,731,990 ) Gross Margin 72,428 46,492 230,117 399,415 748,452 Operating Expenses ( 1,479,674 ) ( 414,167 ) ( 850,044 ) ( 5,093,941 ) ( 7,837,826 ) Operating Income (Loss) ( 1,407,246 ) ( 367,675 ) ( 619,927 ) ( 4,694,526 ) ( 7,089,374 ) Other Income (Expense) 5,885 ( 1,359,977 ) ( 4,669,309 ) ( 33,099,730 ) ( 39,123,131 ) Net Income (Loss) Before Income Tax ( 1,401,361 ) ( 1,727,652 ) ( 5,289,236 ) ( 37,794,256 ) ( 46,212,505 ) Real Estate Digital Transformation Technology Biohealth Business Other Total Year Ended on December 31, 2021 Revenue $ 14,213,379 $ - $ 5,543,066 $ 42,377 $ 19,798,822 Cost of Sales ( 11,073,756 ) - ( 214,019 ) ( 14,039 ) ( 11,301,814 ) Gross Margin 3,139,623 - 5,329,047 28,338 8,497,008 Operating Expenses ( 1,136,031 ) ( 183,429 ) ( 3,624,200 ) ( 18,547,470 ) ( 23,491,130 ) Operating Income (Loss) 2,003,592 ( 183,429 ) 1,704,847 ( 18,519,132 ) ( 14,994,122 ) Other Income (Expense) ( 8,955 ) 1,286,962 ( 39,265,445 ) ( 65,502,017 ) ( 103,489,455 ) Net Income (Loss) Before Income Tax 1,994,637 1,103,533 ( 37,560,598 ) ( 84,021,149 ) ( 118,483,577 ) December 31, 2022 Cash and Restricted Cash $ 2,592,577 $ 514,260 $ 1,338,404 $ 14,076,662 $ 18,521,903 Total Assets 57,951,324 3,184,416 4,861,615 87,492,981 153,490,336 December 31, 2021 Cash and Restricted Cash $ 7,493,921 $ 245,780 $ 2,629,464 $ 50,433,014 $ 60,802,179 Total Assets 55,465,600 2,199,466 11,056,779 115,488,298 184,210,143 5. REAL ESTATE ASSETS As of December 31, 2022 and 2021, real estate assets consisted of the following: SCHEDULE OF REAL ESTATE ASSETS December 31, 2022 December 31, 2021 Construction in Progress $ 15,506,572 $ 8,597,023 Land Held for Development 7,943,126 7,098,104 Rental Properties 31,169,031 24,820,253 Total Real Estate Assets $ 54,618,729 $ 40,515,380 Single family residential properties As 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. Depreciation expense was $ 882,814 and $ 120,511 in years ended December 31, 2022 and 2021, respectively. These homes are located in Montgomery and Harris Counties, Texas. The following table presents the summary of our SRFs as of December 31, 2022: SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES Number of Homes Aggregate investment Average Investment per Home SFRs 132 $ 30,998,258 $ 234,835 85 6. BUILDER DEPOSITS In November 2015, SeD Maryland Development, LLC (“SeD Maryland”) entered into lot purchase agreements with NVR, Inc. (“NVR”) relating to the sale of single-family home and townhome lots to NVR in the Ballenger Run Project. The purchase agreements were amended three times thereafter. Based on the agreements, NVR is entitled to purchase 479 lots for a price of approximately $ 64,000,000 , which escalates 3% annually after June 1, 2018. As part of the agreements, NVR was required to give a deposit in the amount of $ 5,600,000 . Upon the sale of lots to NVR, 9.9 % of the purchase price is taken as payback of the deposit. A violation of the agreements by NVR would cause NVR to forfeit the deposit. On January 3, 2019 and April 28, 2020, NVR gave SeD Maryland two more deposits in the amounts of $ 100,000 and $ 220,000 , respectively, based on the 3rd Amendment to the Lot Purchase Agreement. On December 31, 2022 and 2021, there was $ 0 and $ 31,553 held on deposit, respectively. 7. NOTES PAYABLE As of December 31, 2022 and 2021, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE December 31, 2022 December 31, 2021 ($) ($) PPP Loan - 68,502 Australia Loan - 162,696 Motor Vehicle Loans 181,846 86,473 Total notes payable $ 181,846 $ 317,671 M&T Bank Loan On April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $ 8,000,000 , with a cumulative loan advance amount of $ 18,500,000 . The line of credit bears interest rate on LIBOR plus 375 basis points. SeD Maryland Development LLC was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $ 900,000 . The L/C commission will be 1.5 % per annum on the face amount of the L/C. Other standard lender fees will apply in the event L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by $ 2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. As of December 31, 2022 and 2021, the outstanding balance of the revolving loan was $0 . As part of the transaction, the Company incurred loan origination 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. On June 18, 2020, Alset EHome Inc. (“Alset EHome”), a wholly owned subsidiary of LiquidValue Development Inc., entered into a Loan Agreement with Manufacturers and Traders Trust Company (the “Lender”). 86 Pursuant to the Loan Agreement, the Lender provided a non-revolving loan to Alset EHome in an aggregate amount of up to $ 2,990,000 (the “Loan”). The line of credit bears interest rate of LIBOR plus 375 basis points. Repayment of the Loan is secured by a Deed of Trust issued to the Lender on the property owned by certain subsidiaries of Alset EHome. The maturity date of this Loan is July 1, 2022 . LiquidValue Development Inc. and one of its subsidiaries are guarantors of this Loan. The guarantors are required to maintain during the term of the loan a combined minimum net worth in an aggregate amount equal to not less than $ 20,000,000 . The Company was in compliance with this covenant as of December 31, 2020. During 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. Paycheck Protection Program Loan On 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 Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note. The PPP Term Note bears interest at a fixed annual rate of 1.00 %, with the first sixteen months of principal and interest deferred or until we apply for the loan forgiveness. The PPP Term Note may be accelerated upon the occurrence of an event of default. The PPP Term Note is unsecured and guaranteed by the United States Small Business Administration. The Company may apply to M&T Bank for forgiveness of the PPP Term Note, with the amount which may be forgiven equal to at least 60 % of payroll costs and other eligible payments incurred by the Company, calculated in accordance with the terms of the CARES Act. At this time, we are not in a position to quantify the portion of the PPP Term Note that will be forgiven. 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. Australia Loan On January 7, 2017, SeD Perth Pty Ltd (“SeD Perth”) entered into a loan agreement with National Australian Bank Limited (the “Australia Loan”) for the purpose of funding land development. The loan facility provides SeD Perth with access to funding of up to approximately $ 460,000 and matures on December 31, 2018 . The Australia Loan is secured by both the land under development and a pledged deposit of $ 35,276 . This loan is denominated in AUD. Personal guarantees amounting to approximately $ 500,000 have been provided by our CEO, Chan Heng Fai and by Rajen Manicka, the CEO of Holista CollTech and Co-founder of iGalen Inc. The interest rate on the Australia 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. 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 On May 17, 2021, Alset International Limited entered into a Hire Purchase Agreement with Hong Leong Finance Limited to purchase a car for business. The total purchase price of the car, including associated charges, was approximately $ 184,596 . Alset International paid an initial deposit of $ 78,640 , and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the 84 months. On 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. 87 8. RELATED PARTY TRANSACTIONS Personal Guarantees by Director As 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. Purchase Shares and Warrants from NECV On 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 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. The difference of $ 945,769 of fair value of stock and warrants, total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital as it was a related party transaction. Sale of Investment in Vivacitas to DSS On March 18, 2021, the Company sold equity investment in Vivacitas, a U.S.-based biopharmaceutical company, equaling to 2,480,000 shares of common stock and 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 offering, to a subsidiary of DSS for $ 2,480,000 . Chan Heng Fai, CEO and the founder of our Company, holds a director position on both Vivacitas and DSS. After this transaction, we do not own any investment in Vivacitas. Our original cost of common stock and stock option of Vivacitas was $ 200,128 . We did not recognize gain or loss in this transaction. The difference of $ 2,279,872 between the selling price and our original investment cost was recorded as additional paid capital considering it was a related party transaction. Purchase and Sale of Stock in True Partner Capital Holding Limited On March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partners Capital Holding Limited for $ 6,729,629 from a related party. 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 to DSS Inc. (through the transfer of subsidiary and otherwise), for a purchase price of 17,570,948 shares of common stock of DSS. DSS shareholders approved the Stock Purchase Agreement on May 17, 2022 (which is deemed to be the effective date of this transaction). The 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. Notes Payable Chan Heng Fai provided an interest-free, due on demand advance to LiquidValue Development Pte. Ltd. and its subsidiary LiquidValue Development Limited for general operations. As of December 31, 2022 and 2021, the outstanding balance was approximately $ 0 and $ 820,113 , respectively. Chan Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty. Ltd. for its general operations. On December 31, 2022 and 2021, the outstanding balance was $ 12,668 and $ 13,546 , respectively. On March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”) to purchase 1,500,000,000 shares of Alset International Limited, which was valued at $ 28,363,966 ; (ii) purchase of all of the issued and outstanding stock of LiquidValue Development Pte Ltd. (“LVD”), which was valued at $ 173,395 ; (iii) purchase of 62,122,908 ordinary shares in True Partner Capital Holding Limited (HKG: 8657) (“True Partner”), which was valued at $ 6,729,629 ; and (iv) purchase of 4,775,523 shares of the common stock of American Pacific Bancorp Inc. (“APB”), which was valued at $ 28,653,138 . The total amount of above four transactions was $ 63,920,129 , payable on the Closing Date by the Company, in the convertible promissory notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval, shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), at par value of $ 0.001 per share, at the conversion price of AEI’s Stock Market Price. AEI’s Stock Market Price shall be $ 111.80 per share, equivalent to the average of the five closing per share prices of AEI Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P. AEI’s stock 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. 88 On May 14, 2021, the Company borrowed S$ 7,395,472 Singapore Dollars (equal to approximately $ 5,545,495 U.S. Dollars) from Chan Heng Fai. The unpaid principal amount of the Loan shall be due and payable on May 14, 2022 and the Loan shall have no interest. The loan was paid back in full during 2021 and the outstanding balance was $ 0 as of December 31, 2022 and 2021. Management Fees MacKenzie 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. In 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. The 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 above). On December 31, 2022 and 2021, the Company owed this related party $ 25,000 and $ 80,000 , respectively. Note Receivable from a Related Party Company On March 2, 2020 and on October 29, 2021, LiquidValue Asset Management Pte. Ltd. (“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. The notes 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 per share. The 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. In 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 % to 15.8 %. 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. 89 On January 24, 2017, SeD Capital Pte Ltd, a 100 % owned subsidiary of Alset International lent $ 350,000 to iGalen Inc. The term of the loan was two years, with an interest rate of 3% per annum for the first year and 5% per annum for the second year. The expiration term was renewed as due on demand after two years with 5% per annum interest rate. As of December 31, 2020, the outstanding principle was $ 350,000 and accrued interest $ 61,555 . On December 31, 2021, the management of the Company evaluated the financial and the operation results of iGalen and concluded that possibility to repay this loan is not probable, and the principal and accrued interests total of $ 412,754 was recorded as bad debt expense. As 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. In 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 $ 476,250 . In 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 . The 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 was $ 0 . On 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 will be 8 %. In addition, pursuant to the Second Term Sheet, the July 28, 2022 loan was modified to include conversion rights. In August 2022, Ketomei drew $ 29,922 from the loan. As of December 31, 2022, Ketomei owed $ 197,596 to Hapi Cafe. On 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. Loan to Employees On November 24, 2020, American Pacific Bancorp. Inc. lent $ 560,000 to Chan Tung Moe, an officer of one of the subsidiaries of the Company (who later also became our Co-Chief Executive Officer) and son of Chan Heng Fai, Chairman and Chief Executive Officer 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 4,000 shares of Alset Inc . On November 24, 2020, American Pacific Bancorp. Inc. 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. 90 9. EQUITY On June 14, 2021, the Company filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized share capital. The Amendment increased the Company’s authorized share capital to 250,000,000 common shares and 25,000,000 preferred shares, from 20,000,000 common shares and 5,000,000 preferred shares, respectively. The Company has designated 6,380 preferred shares as Series A Preferred Stock and 2,132 as Series B Preferred Stock. On 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. Holders 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 dividends actually paid on shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible. Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock. Holders of the Series B Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series B Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series B Preferred Stock is convertible. Holders of Series B Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series B Preferred Stock would receive if the Series B Preferred Stock were fully converted into Common Stock. The Company analyzed the Preferred stock and the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity. On January 19, 2021, the Company issued 500 shares of its common stock as compensation for public relations services at a fair value of $ 60,900 . On 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 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. On 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 for 2,132 shares of the Company’s newly designated Series B Preferred Stock. Effective upon the filing of the Amendment in June 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. On May 10, 2021, the Company entered into an underwriting agreement with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “May Offering”) of (i) 235,032 common units (the “Common Units”), at a price to the public of $ 101.40 per Common Unit, with each Common Unit consisting of (a) one share of common stock, par value $ 0.001 per share (the “Common Stock”), (b) one Series A warrant (the “Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of Common Stock with an initial 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. 91 The Company also granted the Underwriters a 45-day over-allotment option to purchase up to 40,418 additional shares of Common Stock and/or up to 40,418 additional Series A Warrants to purchase 40,418 shares of Common Stock, and/or up to 40,418 additional Series B warrants to purchase 20,209 shares of Common Stock. The May Offering, including the partial exercise of the Underwriters’ over-allotment option to purchase 40,418 Series A Warrants and 40,418 Series B Warrants, closed on May 13, 2021. During the month of June, 2021, Aegis 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 . The Company incurred approximately $88,848 in expenses related to the May Offering and subsequent warrants exercises, including SEC fees, FINRA fees, auditor fees and filing fees. The following table presents net funds received from the May Offering and warrants exercised as of December 31, 2022. SCHEDULE OF NET FUNDS RECEIVED ON OFFERING AND WARRANTS EXERCISED Shares Par value Amount received Offering 235,032 $ 235 $ 29,145,056 Exercise of Pre-Funded Units 80,550 $ 81 $ 16,110 Exercise of Underwriter’s Series A Warrants 40,418 $ 40 $ 3,755,774 Exercise of Series A and Series B Warrants 68,366 $ 68 $ 6,937,347 Offering Expenses - $ - $ ( 88,848 ) Total 424,366 $ 424 $ 39,765,439 On July 27, 2021, the Company entered into another underwriting agreement with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “July 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 . The Company granted the Underwriters a 45-day over-allotment option to purchase up to 113,207 additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to 7.0 % of the gross proceeds of the Offering and a non-accountable expense fee equal to 1.5 % of the gross proceeds of the Offering. In addition, the Company agreed to issue to the representative warrants (the “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 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 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. 92 The Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering in lieu of Common Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding Common Stock (or, at the election of the purchaser, 9.99%). Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.20 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full . All of the Pre-Funded Warrants were exercised as of December 31, 2021. The Company incurred approximately $ 49,553 in expenses related to the July Offering and subsequent warrants exercises, including SEC fees, FINRA fees, auditor fees and filing fees. The following table presents net funds received from the July Offering and warrants exercised as of December 31, 2022. Shares Par value Amount received Offering 266,207 $ 266 $ 28,957,297 Exercise of Pre-Funded Units 488,510 $ 489 $ 97,702 Exercise of Underwriter’s Over-Allotment Option 113,207 $ 113 $ 4,386,998 Offering Expenses - $ - $ ( 49,553 ) Total 867,924 $ 868 $ 33,392,444 On December 5, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “December Offering”) of (i) 903,833 shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a price to the public of $ 12.00 per share of Common Stock and (ii) 1,553,833 pre-funded warrants (the “Pre-funded Warrants”) to purchase 1,553,833 shares of Common Stock, at a price to the public of $ 11.98 per Pre-funded Warrant. The December Offering closed on December 8, 2021. As a result of the December Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the Company were $ 27,231,875 . The Company granted the Underwriters a 45-day over-allotment option to purchase up to 375,000 additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to 7 % of the gross proceeds of the Offering and a non-accountable expense fee equal to 1 % of the gross proceeds of the Offering. On December 14, 2021, the Company consummated the sale of these 375,000 shares of Common Stock, representing 15 % of the shares of common stock and the shares underlying the Pre-funded Warrants sold in the offering, that were subject to the underwriters’ over-allotment option at a price of $ 12.00 per share, generating net proceeds of $ 4,115,000 . The Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering. Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.001 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. At December 31, 2021 761,664 warrants were exercised, some in cashless exercise transactions . The Company incurred approximately $ 40,621 in expenses related to the December Offering and subsequent warrants exercises, including SEC fees, FINRA fees, auditor fees and filing fees. 93 The following table presents net funds received from the December Offering and warrants exercised as of December 31, 2022. Shares Par value Amount received Offering 946,166 $ 946 $ 27,263,673 Exercise of Pre-Funded Units 761,167 $ 761 $ 8,823 Exercise of Underwriter’s Over-Allotment Option 375,000 $ 375 $ 4,115,000 Offering Expenses - $ - $ ( 40,621 ) Total 2,082,333 $ 2,082 $ 31,346,875 On December 31, 2022, there were 7,422,846 common shares issued and outstanding. The following table summarizes the warrant activity for the year ended December 31, 2022. SCHEDULE OF WARRANT ACTIVITY Warrant for Common Shares Weighted Average Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Warrants Outstanding as of December 31, 2021 1,426,657 $ 35.80 1.88 $ - Warrants Vested and exercisable at December 31, 2021 1,426,657 $ 35.80 1.88 $ - Granted - - Exercised ( 792,169 ) 0.02 Forfeited, cancelled, expired - - Warrants Outstanding as of December 31, 2022 634,488 $ 80.40 3.23 $ - Warrants Vested and exercisable at December 31, 2022 634,488 $ 80.40 3.23 $ - Hapi Metaverse Inc. Sale of Shares In 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. During 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. Distribution to Minority Shareholder In 2021, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid $ 2,549,750 in distribution to the minority shareholder. In 2020, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid $ 411,250 in distribution to the minority shareholder. Changes of Ownership of Alset International In 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. to exercise its warrants to purchase Alset International common shares. 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’ equity. 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. 94 On 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. Due 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. Promissory Note Converted into Shares On 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 were met. 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. Registration Statement on Form S-3 On April 11, 2022 the Company filed a Registration Statement on Form S-3 using a “shelf” registration or continuous offering process. 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 . 10. ACCUMULATED OTHER COMPREHENSIVE INCOME The following is a summary of the changes in the balances of accumulated other comprehensive income, net of tax: 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 Total Balance at January 1, 2022 $ ( 90,031 ) $ ( 367,895 ) $ 799,572 $ 341,646 Other Comprehensive Income 35,110 489,167 2,970,140 3,494,417 Balance at December 31, 2022 $ ( 54,921 ) $ 121,272 $ 3,769,712 $ 3,836,063 Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total Balance at January 1, 2021 $ ( 48,758 ) $ 2,258,017 $ ( 65,921 ) $ 2,143,338 Balance at beginning $ ( 48,758 ) $ 2,258,017 $ ( 65,921 ) $ 2,143,338 Other Comprehensive Income ( 41,273 ) ( 2,625,912 ) 865,493 ( 1,801,692 ) Balance at December 31, 2021 $ ( 90,031 ) $ ( 367,895 ) $ 799,572 $ 341,646 Balance at end $ ( 90,031 ) $ ( 367,895 ) $ 799,572 $ 341,646 95 11. LEASE INCOME The Company generally rents its SFRs under lease agreements with a term of one year . Future minimum rental revenue under existing leases on our properties at December 31, 2022 in each calendar year through the end of their terms are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS 2023 1,148,308 2024 11,145 Total Future Receipts $ 1,159,453 Property Management Agreements The Company has entered into property management agreement with the property managers under which the property managers generally oversee and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. 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, 2022 and 2021, leasing fees incurred by the property managers were $ 174,850 and $ 63,880 , respectively. 12. INVESTMENTS MEASURED AT FAIR VALUE Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets as of December 31, 2022 and 2021: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Cost Level 1 Level 2 Level 3 Amount at Fair Value December 31, 2022 Assets Investment Securities- Fair Value Option $ 76,264,051 $ 13,749,957 $ - $ - $ 13,749,957 Investment Securities- Trading 11,268,362 5,315,204 - - 5,315,204 Convertible Note Receivable 138,599 - - 88,599 88,599 Warrants - American Premium Water 696,791 - - 327,565 327,565 Warrants - AMRE - - - - - Total Investment in Securities at Fair Value $ 88,367,803 $ 19,065,161 $ - $ 416,164 $ 19,481,325 Fair Value Measurement Using Amount at Cost Level 1 Level 2 Level 3 Amount at Fair Value December 31, 2021 Assets Investment Securities- Fair Value Option $ 72,000,301 $ 25,320,694 $ - $ - $ 25,320,694 Investment Securities- Trading 9,809,778 9,908,077 - - 9,908,077 Convertible Note Receivable 138,599 - - 98,398 98,398 Warrants - American Premium Water 696,791 - - 1,009,854 1,009,854 Warrants - AMRE - - - - - Total Investment in Securities at Fair Value $ 82,645,469 $ 35,228,771 $ - $ 1,108,252 $ 36,337,023 96 Realized loss on investment securities for the year ended December 31, 2022 and 2021 was $ 7,308,580 and $ 4,698,078 , respectively. Unrealized loss on securities investment was $ 31,350,358 and $ 49,190,748 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, 2022 and 2021 was $ 40,201 gain and $ 57,179 loss, respectively, and was recorded in consolidated statements of stockholders’ equity. For U.S. trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value. For overseas stock, we use the stock price from local stock exchange to calculate fair value. The following chart shows details of the fair value of equity security investments at December 31, 2022 and 2021, respectively. SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT Share price Market Value 12/31/2022 Shares 12/31/2022 Valuation DSS (Related Party) $ 0.164 62,812,264 $ 10,301,211 Investment in Securities at Fair Value AMBS (Related Party) $ 0.002 20,000,000 $ 34,000 Investment in Securities at Fair Value Holista (Related Party) $ 0.20 42,999,621 $ 850,432 Investment in Securities at Fair Value American Premium Water (Related Party) $ 0.001 354,039,000 $ 212,423 Investment in Securities at Fair Value Value Exchange $ 0.170 13,834,643 $ 2,351,889 Investment in Securities at Fair Value Trading Stock $ 5,315,204 Investment in Securities at Fair Value Total Level 1 Equity Securities $ 19,065,161 Nervotech N/A 1,666 $ 35,958 Investment in Securities at Cost HWH World Co. N/A 3,800 $ 42,562 Investment in Securities at Cost K Beauty N/A 3,600 $ 19,609 Investment in Securities at Cost Total Equity Securities $ 19,163,290 97 Share price Market Value 12/31/2021 Shares 12/31/2021 Valuation DSS (Related Party) $ 0.672 19,888,262 $ 13,364,912 Investment in Securities at Fair Value AMBS (Related Party) $ 0.016 20,000,000 $ 328,000 Investment in Securities at Fair Value Holista (Related Party) $ 0.034 43,626,621 $ 1,489,179 Investment in Securities at Fair Value American Premium Water (Related Party) $ 0.002 354,039,000 $ 778,886 Investment in Securities at Fair Value True Partner $ 0.119 62,122,908 $ 7,409,717 Investment in Securities at Fair Value Value Exchange $ 0.300 6,500,000 $ 1,950,000 Investment in Securities at Fair Value Trading Stock $ 9,908,077 Investment in Securities at Fair Value Total Level 1 Equity Securities $ 35,228,771 Nervotech N/A 1,666 $ 37,045 Investment in Securities at Cost HWH World Co. N/A 3,800 $ 42,562 Investment in Securities at Cost K Beauty N/A 3,600 $ 19,609 Investment in Securities at Cost Total Equity Securities $ 35,327,987 DSS convertible preferred stock During the year ended December 31, 2021, Global BioMedical Pte Ltd., converted 42,575 preferred stock of DSS into 6,570,170 common shares of DSS. Sharing Services Convertible Note The 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 December 31, 2022 December 31, 2021 Dividend yield - % 0.00 % Expected volatility - % 138.85 % Risk free interest rate - % 3.25 % Contractual term (in years) - 0.76 Exercise price $ - $ 0.15 We assumed dividend yield rate is 0.00 % in Sharing Services. The volatility is based on the historical volatility of the Sharing Services’ common stock. Risk-free interest rates were obtained from U.S. Treasury rates for the applicable periods. 98 Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement. The table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGE IN FAIR VALUE Total Balance at January 1, 2021 $ 38,604,701 Net loss ( 57,179 ) Conversion of DSS Preferred Stock ( 37,439,270 ) Balance at December 31, 2021 $ 1,108,252 Net gain 40,201 Balance at December 31, 2022 $ 1,148,453 The Note was redeemed in July 2022. Vector Com Convertible Bond On February 26, 2021, the Company invested approximately $ 88,599 in the convertible bond of Vector Com Co., Ltd (“Vector Com”), a private company in South Korea. The interest rate is 2 % per annum and maturity is two years . The conversion price is approximately $ 21.26 , per common share of Vector Com. As of December 31, 2022 and 2021, the management estimated that the fair value of this note remained unchanged from its initial purchase price. Warrants On 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. All warrants were converted into common shares in March 2022. On 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 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 NECV for the total consideration of 232,000 , leaving the balance of outstanding warrants of 988,390,000 at December 31, 2021. 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. The 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 December 31, 2022 December 31, 2021 As of As of December 31, 2022 December 31, 2021 Stock Price $ 0.0006 $ 0.0022 Exercise Price $ 0.001 $ 0.001 Risk-free Interest Rate 3.95 % 1.48 % Annualized volatility 186.1 % 186.5 % Dividend Yield 0.00 0.00 Year to Maturity 7.56 8.58 99 The 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. SCHEDULE OF FAIRVALUE OF FINANCIAL INVESTMENTS Summarized Financial Information Assets Liabilities Net Income (Loss) December 31, 2022 NECV* $ 1,038,946 $ 2,507,797 $ 128,968 Holista $ 3,717,593 $ 2,660,281 $ ( 1,053,668 ) DSS* $ 264,880,000 $ 82,231,000 $ ( 52,214,667 ) VEII* $ 5,047,729 $ 2,676,237 $ 185,321 December 31, 2021 NECV $ 348,688 $ 4,049,594 $ ( 873,550 ) Holista $ 5,031,866 $ 2,870,177 $ ( 1,018,871 ) DSS $ 284,826,000 $ 84,522,000 $ ( 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. 13. INCOME TAXES US Income Taxes The components of income tax expense and the effective tax rates for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Year Ended December 31, 2022 2021 Current: Federal $ - $ 45,736 State - 46,179 Total Current - 91,916 Deferred: Federal ( 3,905,452 ) ( 2,725,007 ) State 1,163,407 ( 1,266,545 ) Total Deferred ( 2,742,045 ) ( 3,991,553 ) Valuation Allowance 2,742,045 3,991,553 Total Income Tax Expense $ - $ 91,916 Pre-tax Loss $ ( 46,212,505 ) $ ( 118,483,577 ) Effective Income Tax Rate 0.0 % - 0.1 % 100 A reconciliation of our income tax expense at federal statutory income tax rate of 21% to our income tax expense at the effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX 2022 2021 Year Ended December 31, 2022 2021 Federal Statutory Tax Rate 21.0 % 21.0 % State Income Tax, Net of Federal Income Taxes 0.0 % 0.0 % Intercompany Management & Oversight Fees 0.0 % - 0.1 % Capitalized Construction Costs 0.0 % 0.2 % Minority interest in Partnerships 0.0 % 0.1 % Deferred Finance Costs - 0.4 % - 0.2 % Amort of BCF Debt Discount 0.0 % - 9.0 % Miscellaneous Permanent Items 0.2 % 0.0 % Non includible foreign entities loss/(income) - 13.8 % - 9.6 % Valuation Allowance - 7.1 % - 2.5 % Effective Income Tax Rate 0.0 % - 0.1 % Deferred tax assets consist of the following at December 31, 2022 and 2021: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 Interest Income ( 6,304,175 ) ( 5,660,333 ) Interest Expense 5,802,873 5,100,076 Depreciation and Amortization ( 140,886 ) ( 10,434 ) Impairment 2,253,228 2,253,228 Accrued Expense 1,102,779 60,662 Unrealized Loss on Investment 4,324,883 2,512,554 Partnership Loss 13,175 13,175 Other Amortization 1,160,710 - Others 377,180 ( 224,637 ) Net Operating Loss 1,297,770 2,047,388 Total deferred tax asset 9,887,537 6,091,679 Valuation Allowance ( 9,887,537 ) ( 6,091,679 ) Net Deferred Tax Asset - - As of December 31, 2022, the Company has Federal and State net operating loss carry-forwards of approximately $ 7,573,000 , and $ 2,020,000 , respectively. The full utilization of the deferred tax assets in the future is dependent upon the Company’s ability to generate taxable income. Accordingly, a valuation allowance of an equal amount has been established. During the year ended December 31, 2022, the valuation allowance increased by $ 3,795,858 . As of December 31, 2022, total tax receivable is $ 143,574 , including federal income tax receivable $ 111,351 , and Maryland state income tax receivable $ 32,223 . 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 . We are subject to U.S. federal income tax as well as income tax of certain state jurisdictions. We have substantially concluded all U.S. federal income tax and state tax matters through 2018. However, our federal tax returns for the years 2019 through 2021 remain open to examination. State tax jurisdiction tax years remain open to examination as well, though we believe that any additional assessment would be immaterial to the Consolidated Financial Statements. Income taxes – Other Countries On 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 provisions. The deferred tax assets arising from these tax losses have not been recognized because it is not probable that future taxable profits will be available to use these tax assets. The following charts show the details in different regions as of December 31, 2022 and 2021. 101 As of December 31, 2022: SCHEDULE OF OTHER COUNTRY INCOME TAXES SG Companies HK Companies KR Companies AU Companies Total Calculation: Cumulative loss & other deferred tax assets before tax $ ( 25,140,421 ) $ - $ - $ - $ ( 25,140,421 ) Effective tax rates 17.00 % 16.50 % 25.00 % 30.00 % Tax at the domestic tax rates applicable to profits in the countries where the Company operates $ ( 4,273,872 ) $ - $ - $ - $ ( 4,273,872 ) Adjustments: Deferred tax assets not recognized $ 4,273,872 $ - $ - $ - $ 4,273,872 Income tax expenses recognized in profit or loss $ - $ - $ - $ - $ - As of December 31, 2021: SG Companies HK Companies KR Companies AU Companies Total Calculation: Cumulative loss & other deferred tax assets before tax $ ( 11,692,089 ) $ - $ - $ - $ ( 11,692,089 ) Effective tax rates 17.00 % 16.50 % 19.24 % 30.00 % Tax at the domestic tax rates applicable to profits in the countries where the Company operates $ ( 1,987,655 ) $ - $ - $ - $ ( 1,987,655 ) Adjustments: Deferred tax assets not recognized $ 1,987,655 $ - $ - $ - $ 1,987,655 Income tax expenses recognized in profit or loss $ - $ - $ 442,098 $ - $ 442,098 14. COMMITMENTS AND CONTINGENCIES Leases The Company leases offices in Maryland, Singapore, Magnolia, Texas, Hong Kong and South Korea through leased spaces aggregating approximately 15,811 square feet, under leases expiring on various dates from January 2023 to August 2025. The leases have rental rates ranging from $ 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 Office Location Lease Term as of December 31, 2022 Singapore - AI June 2022 to May 2023 Singapore – F&B October 2021 to September 2024 Singapore – Four Seasons Park July 2022 to July 2024 Singapore – Hapi Cafe July 2022 to June 2024 Singapore - PLQ December 2022 to July 2024 Hong Kong October 2022 to October 2024 Hong Kong - Warehouse November 2022 to October 2024 Hong Kong - Shop October 2022 to September 2024 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 102 The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability for all the leases with terms greater than twelve months. We elected the practical expedient to not recognize operating lease right-of-use assets and operating lease liabilities for lease agreements with terms less than 12 months. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease payments based on information available at lease commencement. Our incremental borrowings rates are at a range from 0.5% to 4.5% per annum in 2022 and from 0.5% to 5.4% per annum in 2021 . The balances of operating lease right-of-use assets and operating lease liabilities 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, 2021 were $ 659,620 and $ 667,343 , respectively. The table below summarizes future payments due under these leases as of December 31, 2022. For the Years Ended December 31: SCHEDULE OF LEASE PAYMENTS 2023 $ 944,807 2024 656,668 2025 195,811 Total Minimum Lease Payments 1,797,287 Less: Effect of Discounting ( 169,248 ) Present Value of Future Minimum Lease Payments 1,628,039 Less: Current Obligations under Leases ( 45,556 ) Long-term Lease Obligations $ 1,582,483 Lots Sales Agreement On 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. 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. On December 31, 2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR. Pursuant 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. 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 . During the years ended on December 31, 2022 and 2021, NVR purchased 3 lots and 88 lots, respectively. Through December 31, 2022 and 2021, NVR had purchased a total of 479 and 476 lots, respectively. Certain 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. Promissory Note from Azure Pursuant to a Secured Promissory Note dated as of August 13, 2018, on October 13, 2019 Azure Holdings, LLC, was obligated to pay our subsidiary, 150 CCM Black Oak Ltd, $ 140,000 in principal, plus accrued interest at the rate of 2.5 % per annum through October 13, 2019. Azure Holdings, LLC failed to pay the amount due. Effective as of October 13, 2019, the interest rate increased to a default rate of 18% per annum. The Company has subsequently had numerous communications with Azure Holdings, LLC regarding the payment of this Secured Promissory Note, and attempts to set a schedule for Azure Holdings, LLC to repay the amount due. On August 16, 2021, the Company purchased a 19.5 acre tract of land located in Texas from Azure Holdings and the principal of the note together with all accrued interest was applied as a credit to the purchase price. 103 15. DIRECTORS AND EMPLOYEES’ BENEFITS Stock Option plans AEI The Company previously reserved 25,000 shares of common stock under the Incentive Compensation Plan for high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its related entities. This plan is meant to enable such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expand their maximum efforts in the creation of shareholder value. 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. Alset International Stock Option plans On November 20, 2013, Alset International approved a Stock Option Plan (the “2013 Plan”). Employees, executive directors, and non-executive directors (including the independent directors) are eligible to participate in the 2013 Plan. The following tables summarize stock option activity under the 2013 Plan for the year ended December 31, 2022: SCHEDULE OF OPTION ACTIVITY Options for Common Shares Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2021 1,061,333 $ 0.09 3.00 $ - Vested and exercisable at January 1, 2021 1,061,333 $ 0.09 3.00 $ - Granted - - Exercised - - Forfeited, cancelled, expired - - Outstanding as of December 31, 2021 1,061,333 $ 0.09 2.00 $ - Vested and exercisable at December 31, 2021 1,061,333 $ 0.09 2.00 $ - Granted - - Exercised - - Forfeited, cancelled, expired - - Outstanding as of December 31, 2022 1,061,333 $ 0.09 1.00 $ - Vested and exercisable at December 31, 2022 1,061,333 $ 0.09 1.00 $ - 16. SUBSEQUENT EVENTS Public Offering On 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. The 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. 104 The Offering closed on February 8, 2023. The Common Stock was being offered pursuant to an effective registration statement on Form S-3 (File No. 333-264234), as well as a prospectus supplement in connection with the Offering filed with the Securities and Exchange Commission. Recent Agreements to Sell Additional Lots Agreement to Sell 110 Lots On 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”). Pursuant 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 . The 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; during such inspection period, Rausch Coleman may decline to proceed with the closing of these transactions. The Seller shall be required to complete certain improvements at the property at the Seller’s cost prior to the closing. Agreement to Sell 189 Lots On 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 . The closing of the transactions described in the Contract of Sale depends on the satisfaction of certain conditions set forth therein. There 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. Commencing on March 17, 2023, Davidson Homes shall have a thirty (30) day inspection period in which to inspect the properties and determine their suitability; during such inspection period, Davidson Homes may decline to proceed with the closing of these transactions. The Seller shall be required to complete certain improvements at the property at the Seller’s cost prior to the closing. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable.