What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 607 added, 1072 removed, 1185 unchanged (59% of the section changed)

1 unchanged sentence

and Subsidiaries

Consolidated Balance Sheets

September 30, 2022

Condensed Consolidated Balance Sheets

March 31, 2023

December 31, 2022

6 unchanged sentences

Investment in Securities at Fair Value

Investment in Securities at Fair Value - Related Party

Investment in Securities at Cost

11 unchanged sentences

Deferred Revenue

Builder Deposits

Operating Lease Liability

1 unchanged sentence

Notes Payable - Related Parties

Notes Payable

Total Current Liabilities

Long-Term Liabilities:

Notes Payable

Operating Lease Liability

1 unchanged sentence

Stockholders’ Equity:

Preferred Stock, $ 0.001

25,000,000 shares

authorized, none issued and outstanding

Stock, $ 0.001 par value;

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;

148,507,188 and 87,368,446 shares issued and outstanding on September 30, 2022 and December 31, 2021, respectively

9,235,119 and

7,422,846 shares issued and outstanding on March 31, 2023 and December 31, 2022, respectively

Additional Paid in Capital

12 unchanged sentences

and Subsidiaries

Consolidated Statements of Operations and Other Comprehensive Loss

the Three and Nine Months Ended September 30, 2022 and 2021

Three Months Ended on September 30,

Nine Months Ended on September 30,

Digital Transformation Technology - related party

Condensed Consolidated Statements of Operations

and Other Comprehensive Loss

For the Three Months Ended March 31, 2023 and 2022

Total Revenue

6 unchanged sentences

( 1,653,541 )

( 5,030,706 )

Other Income (Expense)

Interest Income

Interest Expense

Foreign Exchange Transaction Gain (Loss)

Foreign Exchange Transaction (Loss) Gain

Unrealized Loss on Securities Investment

( 2,484,117 )

( 5,268,531 )

( 21,773,223 )

Unrealized Gain (Loss) on Securities Investment - Related Party

( 3,503,874 )

1 unchanged sentence

( 3,436,783 )

( 6,500,573 )

( 2,218,988 )

(Loss) Gain on Investment on Security by Equity Method

Loss on Investment Securities at Equity Method

Finance Costs

( 50,871,869 )

Total Other Expense, Net

1 unchanged sentence

( 6,054,798 )

( 25,546,935 )

( 87,293,906 )

Net Loss Income Before Income Taxes

1 unchanged sentence

( 7,708,339 )

( 30,925,750 )

( 92,324,612 )

Income Tax Benefit (Expense)

( 13,081,391 )

( 8,074,484 )

Income Tax Expense

( 4,323,182 )

2 unchanged sentences

( 1,463,167 )

( 3,827,934 )

( 12,771,919 )

Net Loss Attributable to Common Stockholders

1 unchanged sentence

$ ( 6,467,286 )

$ ( 27,166,771 )

$ ( 79,999,450 )

Other Comprehensive Loss, Net

Unrealized Gain (Loss) on Securities Investment

Unrealized Loss on Securities Investment

Foreign Currency Translation Adjustment

( 1,238,356 )

( 3,729,724 )

( 4,077,987 )

Comprehensive Loss

1 unchanged sentence

( 8,588,716 )

( 34,684,228 )

( 96,906,325 )

Comprehensive Loss Attributable to Non-controlling Interests

( 1,085,395 )

( 1,350,889 )

( 4,554,792 )

( 14,264,651 )

Comprehensive Loss Attributable to Common Stockholders

1 unchanged sentence

$ ( 7,503,321 )

$ ( 30,129,436 )

$ ( 82,641,674 )

Net Loss Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and Diluted

The numbers of weighted average

outstanding common stock - basic and diluted were adjusted retrospectively to reflect 20-for-1 reverse stock split on December 28,

accompanying notes to condensed consolidated unaudited financial statements.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Three and Nine Months Ended September 30, 2022

Par Value $0.001

Condensed Consolidated Statements of Stockholders’

For the Three Months Ended March 31, 2023

Additional Paid in Capital

Accumulated Other Comprehensive

Other Comprehensive

Accumulated Deficit

Total Alset Inc.

Stockholders' Equity

Total Alset Stockholders’

Non-Controlling Interests

2 unchanged sentences

Series B Preferred Stock

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive

Other Comprehensive

Accumulated Deficit

Total Alset Inc.

Stockholders' Equity

Total Alset Stockholders’

Non-Controlling Interests

5 unchanged sentences

$ 148,663,115

Issuance of Stock by Exercising Warrants

Convert Related Party Note to Common Stock

Deconsolidate Alset Capital Acquisition

Gain from Purchase of DSS Stock

Beneficial Conversion Feature Intrinsic Value, Net

Change in Non-Controlling Interests

Change in Unrealized Loss on Investment

Foreign Currency Translations

( 6,467,286 )

( 1,463,167 )

( 7,930,453 )

Balance at March 31, 2022

( 154,700,759 )

Issuance of Common Stock

Change in Valuation on Investment

( 2,624,585 )

( 2,830,962 )

Change in Non-Controlling Interests

( 7,824,450 )

Change in Unrealized Loss on Investment

Foreign Currency Translations

2 unchanged sentences

( 4,323,182 )

( 8,987,359 )

( 9,982,861 )

Balance at June 30, 2022

( 163,688,118 )

Change in Non-Controlling Interests

Change in Unrealized Gain on Investment

Foreign Currency Translations

( 11,719,827 )

( 1,369,265 )

( 13,089,092 )

Balance at September 30, 2022

Balance at March 31, 2023

$ 325,967,000

3 unchanged sentences

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Three and Nine Months Ended September 30, 2021

Condensed Consolidated Statements of Stockholders’

For the Three Months Ended March 31, 2022

Series A Preferred Stock

Series B Preferred Stock

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive

Other Comprehensive

Accumulated Deficit

Total Alset Inc.

Stockholders’ Equity

1 unchanged sentence

Total Stockholders’ Equity

Balance at January 1, 2021 (As Combined)

$ 102,729,944

$ ( 44,910,297 )

Issuance of Stock for Services

Transactions under Common Control

( 57,190,499 )

Sale of Vivacitas to Related Party

Purchase Stock of True Partner from Related Party

Beneficial Conversion Feature Intrinsic Value, Net

Subsidiary's Issuance of Stock

Proceeds from Selling Subsidiary Equity

Change in Non-Controlling Interest

Change in Unrealized Loss on Investment

Foreign Currency Translations

( 1,010,527 )

( 1,769,440 )

Distribution to Non-Controlling Shareholders

( 6,238,449 )

( 3,569,112 )

( 9,807,561 )

Balance at March 31, 2021

( 51,148,746 )

Issuance of Common Stock

Change Common stock to Series A Preferred Stock

( 6,380,000 )

Issuance of Series B Preferred Stock

Convert Preferred Stock Series A and B to Common

Change in Non-Controlling Interest

( 2,885,117 )

( 3,228,342 )

Convertible Note to Stock

Subsidiary's Issuance of Stock

Proceeds from Selling Subsidiary Equity

Change in Unrealized Loss on Investment

Foreign Currency Translations

( 1,070,191 )

Distribution to Non-Controlling Shareholders

Balance at January 1, 2022

$ 296,181,977

4 unchanged sentences

$ ( 148,233,473 )

Balance at June 30, 2021

$ 148,377,518

Beginning balance, value

$ 170,289,786

Issuance of Common Stock

Subsidiary's Issuance of Stock

Issuance of Stock by Exercising Warrants

Convert Related Party Note to Common Stock

Deconsolidate Alset Capital Acquisition

Gain from Purchase Stock DSS

Beneficial Conversion Feature Intrinsic Value, Net

Change in Non-Controlling Interest

( 1,272,853 )

( 2,199,990 )

Deconsolidate American Pacific Bancorp Inc.

Exercise American Premium Water Corp.

Warrant to Purchase Stock

Change in Unrealized Loss on Investment

Change in Unrealized Gain (Loss) on Investment

Foreign Currency Translations

( 6,467,286 )

Distribution to Non-Controlling Shareholders

( 6,467,286 )

1 unchanged sentence

( 7,930,453 )

Balance at September 30, 2021

$ 266,633,480

$ ( 1,002,212 )

Balance at March 31, 2022

$ 320,404,965

1 unchanged sentence

$ 166,111,115

Ending balance, value

$ 188,494,081

5 unchanged sentences

and Subsidiaries

Consolidated Statements of Cash Flows

the Nine Months Ended September 30, 2022 and 2021

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2023 and 2022

Cash Flows from Operating Activities

3 unchanged sentences

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

Amortization of Right-Of-Use Asset

Amortization of Right-Of-Use Assets

Amortization of Debt Discount

Shared-based Compensation & Expense

Impairment of Promissory Note

Foreign Exchange Transaction Gain

( 2,617,896 )

( 1,842,128 )

Foreign Exchange Transaction Loss (Gain)

Unrealized Loss on Securities Investment

Realized Loss on Securities Investment

Loss on Exchange of Investment Securities

PPP Loan Forgiveness

Director Compensation Adjustment

Unrealized (Gain) Loss on Securities Investment - Related Party

( 1,296,271 )

Loss (Gain) on Equity Method Investment

Realized Loss on Securities Investment

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities

3 unchanged sentences

Trading Securities

( 7,466,912 )

( 2,419,797 )

Accounts Payable and Accrued Expenses

( 8,792,327 )

( 1,217,298 )

Other Receivable - Related Parties

( 1,746,279 )

Accrued Interest - Related Parties

Other Receivables - Related Parties

Deferred Revenue

( 1,302,086 )

Operating Lease Liability

Builder Deposits

( 1,017,400 )

Net Cash Used in Operating Activities

2 unchanged sentences

Cash Flows from Investing Activities

Loan Receivable - Related Party

Purchase of Fixed Assets

Purchase of Real Estate Properties

( 6,057,493 )

( 11,081,491 )

Real Estate Improvements

( 1,082,225 )

Purchase of Investment Securities

( 6,585,294 )

( 19,308,318 )

Proceeds from Investment Securities

Sales of Investment Securities to Related Party

Cash Loss of Deconsolidation of American Pacific Bancorp Inc.

( 1,235,953 )

Issuing Loan Receivable - Related Party

Proceeds from Loan Receivable - Related Party

Net Cash Used in Investing Activities

( 1,521,368 )

Proceeds from Loan Receivable - Related Party

Net Cash Provided by (Used in) Investing Activities

( 7,311,776 )

1 unchanged sentence

Proceeds from Common Stock Issuance

Proceeds from Exercise of Subsidiary Warrants

Proceeds from Sale of Subsidiary Shares

Dividend Paid on Subsidiary Preferred Stock

Borrowing from PPP Loan

Distribution to Non-controlling Interest Shareholders

( 1,398,250 )

Conversion of Related Party Note to Common Stock

Repayment to Notes Payable

Proceeds from Note Payable - Related Parties

Repayment to Notes Payable - Related Parties

( 2,622,400 )

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Restricted Cash

Net Increase (Decrease) in Cash and Restricted Cash

( 6,558,321 )

Effects of Foreign Exchange Rates on Cash

Cash and Restricted Cash - Beginning of Year

Cash and Restricted Cash - Beginning of Period

Cash and Restricted Cash- End of Period

7 unchanged sentences

Initial Recognition of ROU / Lease Liability

Acquiring True Partner Stock

Sale of Investment in Vivacitas to Related Party

Deconsolidate Alset Capital Acquisition

Intrinsic Value of BCF

$ ( 50,770,192 )

Amortization of Debt Discount

Issuance of Stock by Exercising Warrants

Transactions under Common Control

Convert Related Party Note Payable to Common Stock

American Pacific Bancorp Inc.

Deconsolidation

Gain from Exercise of American Premium Water Warrant

Purchase of Fixed Asset with Promissory Note

accompanying notes to condensed consolidated unaudited financial statements.

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Nine Months Ended September 30, 2022 and 2021

the Three Months Ended March 31, 2023 and 2022

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

and HF Enterprises Inc., was

incorporated in the State of Delaware on March 7, 2018 and 1,000 shares of common stock was issued to Chan Heng Fai, the founder, Chairman

and Chief Executive Officer of the Company.

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.

incorporated in the State of Delaware on March 7, 2018.

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

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.

We manage a significant portion of our businesses through our

85.4 % owned subsidiary, Alset International Limited (“Alset International”), a public company traded on the Singapore Stock

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

19 unchanged sentences

Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the

following entities as of September 30, 2022 and December 31, 2021, as follows:

following entities as of March 31, 2023 and December 31, 2022, as follows:

OF SUBSIDIARIES

Attributable interest as of,

Name of subsidiary consolidated under AEI

State or other jurisdiction of incorporation or organization

September 30, 2022

Name of subsidiary

consolidated under AEI

State or other jurisdiction of

incorporation or organization

March 31, 2023

December 31, 2022

40 unchanged sentences

United States of America

Hapi Metaverse Inc.

GigWorld Inc.)

19 unchanged sentences

HWH World Inc.

Alset BioHealth Pte.

Alset Energy Pte.

GDC REIT Inc.

Alset Payment Inc.)

United States of America

Alset World Pte.

BioHealth Water Inc.

8 unchanged sentences

United States of America

Open Rental Inc.

United States of America

Hapi Cafe Inc.

United States of America

Global Solar REIT Inc.

United States of America

Hapi Cafe Inc.

United States of America

True Partner International Limited

LiquidValue Development Pte.

LiquidValue Development Limited

EPowerTech Inc.

United States of America

Alset EPower Inc.

United States of America

AHR Asset Management Inc.

United States of America

HWH World Inc.

United States of America

Alset F&B Holdings Pte.

Credas Capital Pte.

Credas Capital GmbH

Smart Reward Express Limited

AHR Texas Two LLC

United States of America

AHR Black Oak One LLC

United States of America

Hapi Air Inc.

United States of America

AHR Texas Three, LLC

United States of America

Alset Capital Pte.

Hapi Cafe Korea, Inc.

Green Energy Inc.

United States of America

Green Energy Management Inc.

United States of America

Alset Metaverse Inc.

United States of America

Alset Management Group Inc.

United States of America

Alset Acquisition Sponsor, LLC

United States of America

Alset Capital Acquisition Corp.

United States of America

Alset Spac Group Inc.

United States of America

Alset Mining Pte.

United States of America

Hapi Travel Pte.

Hapi WealthBuilder Pte.

HWH Marketplace Pte.

HWH International Inc.

United States of America

Hapi Cafe SG Pte.

Alset Reits Inc.

United States of America

Robotic gHome Inc.

United States of America

HWH Merger Sub, Inc.

United States of America

Alset Home REIT Inc.

United States of America

States of America

Solar REIT Inc.

States of America

Development Pte.

Development Limited

States of America

Asset Management Inc.

States of America

F&B Holdings Pte.

Reward Express Limited

Texas Two LLC

States of America

Black Oak One LLC

States of America

Texas Three, LLC

States of America

Cafe Korea, Inc.

States of America

Energy Management Inc.

States of America

Metaverse Inc.

States of America

Management Group Inc.

States of America

Acquisition Sponsor, LLC

States of America

Spac Group Inc.

States of America

WealthBuilder Pte.

Marketplace Pte.

International Inc.

States of America

Merger Sub, Inc.

States of America

Home REIT Inc.

States of America

Metaverse Inc.

States of America

Texas Four, LLC

States of America

F&B (PLQ) Pte.

Shenzhen Leyouyou Catering Management Co., Ltd.

Dongguan Leyouyou Catering Management Co., Ltd.

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

16 unchanged sentences

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.

between Entities under Common Control

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 ;

(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 was $ 5.59 per share, equivalent to the average

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

The above four

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

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.

common control transactions resulted in the following basis of accounting for the financial reporting periods:

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.

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.

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 the 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 the cost in full immediately.

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

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

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 March 31, 2023 and December 31, 2022 the Company adjusted $ 0

and $ 4,791,997

between building and land, respectively.

During the three months ended March 31, 2023 and 2022, the Company adjusted depreciation

expenses of $ 0 and

respectively.

and Cash Equivalents

2 unchanged sentences

to a known amount of cash and are subject to an insignificant risk of changes in values.

There were no cash equivalents as of September

There were no cash equivalents as of March 31,

2023 and December 31, 2022.

9 unchanged sentences

and the account closed.

As of September 30, 2022 and December 31, 2021, the total balance of these two accounts was $ 309,145 and $ 4,399,984 ,

As of March 31, 2023 and December 31, 2022, the total balance of these two accounts was $ 309,295 and $ 309,219 ,

respectively.

5 unchanged sentences

Company puts money into brokerage accounts specifically for equity investment.

As of September 30, 2022 and December 31, 2021, the cash

balance in these brokerage accounts was $ 321,140 and $ 304,570 , respectively.

As of March 31, 2023 and December 31, 2022, the cash balance

in these brokerage accounts was $ 294,352 and $ 385,304 , respectively.

Receivables and Allowance for Doubtful Accounts

receivables is stated at amounts due from buyers, contractors, and all third parties, net of an allowance for doubtful accounts.

September 30, 2022 and December 31, 2021, the balance of account receivables was $ 171,380 and $ 39,622 , respectively.

Approximately $ 0

and $ 2,500 of account receivables as of September 30, 2022 and December 31, 2021, respectively, was from DSS with a merchant agreement,

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

March 31, 2023 and December 31, 2022, the balance of account receivables was $ 54,976 and $ 46,522 , respectively.

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

7 unchanged sentences

of specific customers.

As of September 30,

2022 and December 31, 2021, the allowance was $ 0 .

As of March 31, 2023 and December 31, 2022, the allowance was $ 0 .

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, 2021, inventory consisted of finished goods

from HWH World Inc.

As of September 30, 2022, inventory consisted of finished goods from HWH World Inc.

and Hapi Cafe Korea Inc.

Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventories

to 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 March 31, 2023 and December 31, 2022,

inventory consisted of finished goods from HWH International Inc.

and its subsidiaries.

The Company continuously evaluates the need

for reserve for obsolescence and possible price concessions required to write-down inventories to net realizable value.

Securities at Fair Value

1 unchanged sentence

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 4.3 % of the common shares of AMBS and as of December 31, 2021 held 15.5 % of True Partner.

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

These securities’ fair values are determined by reference

to quoted stock prices.

April 12, 2021 a subsidiary of 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 .

As of September 30, 2022, the Company,

through subsidiaries, owned approximately 18.1 % of Value Exchange International.

The stock’s fair value was determined by reference

to quoted stock prices.

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

Holista CollTech Limited (“Holista”), Amarantus BioScience Holdings, Inc.

True Partner Capital Holding Limited (“True Partner”) and Lucy Scientific Discovery Inc.

(“Lucy”) are publicly

traded companies.

The Company does not have significant influence over Holista, AMBS, True Partner and Lucy, as the Company is the beneficial

owner of approximately 15.2 % of common shares of Holista, 4.3 % of the common shares of AMBS and less than 0.1 % of common shares of True

Partner and Lucy.

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

Since 2021, the Company’s subsidiaries have maintained a portfolio of trading securities.

The objective is to

4 unchanged sentences

method of accounting.

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

(“DSS”) and American Premium Mining Corporation

(“APM” formerly known as American Premium Water Corp.) are publicly traded companies and the fair value of such securities

are determined by reference to quoted stock prices.

The Company has significant influence but does not have a controlling interest in

these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting or elect

fair value accounting.

(“DSS”), New Electric CV Corporation (“NECV” formerly known as “American

Premium Mining Corporation” (“APM”)) and Value Exchange International Inc.

(“Value Exchange International”

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

The Company has significant

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

for under the equity method of accounting or elect fair value accounting.

Company has significant influence over DSS.

As of September

30, 2022 and December 31, 2021, the Company owned approximately 45.18 % and 24.9 % of the common

stock of DSS, respectively.

As of March 31, 2023 and December 31, 2022, the Company owned approximately 45.2 % of

the common stock of DSS, respectively.

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

Chan Tung Moe, our Co-Chief

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

William Wu, Wong Shui Yeung and Joanne Wong Hiu Pan, directors

of the Company, are each also directors of DSS.

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

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

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

and two officers of the Company and one member of our Board also serve on APM’s Board of Directors.

Chan Tung Moe,

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

William Wu, Wong Shui Yeung and Joanne Wong

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

Company has significant influence over 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.

Additionally, our CEO is a significant stockholder of

Company has significant influence over Value Exchange International as the Company is the beneficial owner of approximately 38.3 %

of the common shares of VEII.

Chan and another member of the Board of Directors of Hapi Metaverse, Lum Kan Fai Vincent, are both

members of the Board of Directors of VEII.

In addition to Mr.

Chan, two other members of the Board of Directors of Alset Inc.

also members of the Board of Directors of VEII (Mr.

Wong Shui Yeung and Mr.

Wong Tat Keung).

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

2 unchanged sentences

refer to Note 8 - Related Party Transactions, Note Receivable from a Related Party Company .

As of September

30, 2022 and December 31, 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.

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 .

As of March 31, 2023 and December

31, 2022, AMRE was a private company.

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

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

After the conversion, the Company

owns approximately 15.8 % of AMRE.

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

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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.

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 October 12, 2022, 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 September 30, 2022 and December 31, 2021 LVAML owes $ 3,032,185 and $ 2,987,039 , respectively.

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

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

This fund invests

in long-short digital assets.

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

The Company closed

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

Securities at Cost

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the fair value of the investment.

Company had an equity holding in Vivacitas Oncology Inc.

(“Vivacitas”), a private company that is currently not listed on

We measured 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 .

September 8, 2020, the Company acquired 1,666 shares, approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”),

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

as of September 30,

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.

Heng Fai, our Chairman and 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.

as of September 30, 2022, a company concentrating on medical real estate.

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

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

AMRE targets hospitals (both

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

Chan Heng Fai, our Chairman and 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.

Venture with Novum

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

(“SeD Capital”), entered into a joint

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

Pursuant to this agreement, SeD Capital

will own 50 % of the issued and paid-up capital in the joint venture company, Credas Capital Pte.

(“Credas”) with the

remaining 50 % shareholding stake held by Novum.

On the condensed consolidated balance sheet, the prorate loss from Credas was not recorded

as a liability because the Company is not liable for the obligations of Credas and has not committed to provide additional financial

Pacific Bancorp, Inc.

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

to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523

shares of the common stock of American Pacific

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

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accounting (See Transactions between Entities under Common Control for details).

On September 8, 2021 APB sold 6,666,700 shares of 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.

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 $ 2.6 million, the Company’s 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 three and

nine months ended September 30, 2022 the investment gain was $ 419,005 and $ 579,026 , respectively.

As of September 30, 2022 and December

31, 2021, the investment in APB was $ 31,380,155 and $ 30,801,129 , respectively.

On September 8, 2021 APB sold 6,666,700

shares Series A Common Stock to DSS, Inc.

a result of the new share issuances, the Company’s ownership percentage of APB fell below 50% to 41.3%, and subsequently to 36.9%

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

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

Considering the transaction was between

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

During three months ended March 31, 2023

the investment loss was $ 17,749

and during three months ended March 31, 2022

the investment gain was $ 141,343 .

As of March 31, 2023 and December 31, 2022, the investment in APB was $ 31,650,497

and $ 31,668,246 ,

respectively.

Capital Acquisition Corp.

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

During the nine months ended September 30, 2022,

the Company recorded investment loss of $ 82,582 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 $ 21,232,707 as of September

On September 30, 2022 the Company purchased the

remaining 10 % ownership in the Sponsor for $ 476,250 and currently owns 100 % of it.

During the three months ended March 31, 2023, the

Company recorded investment loss of $ 45,199 by equity method.

The Company’s investment in Alset Capital was $ 21,066,376 and $ 21,111,575

as of March 31, 2023 and December 31, 2022, respectively.

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

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

and nine months ended September 30, 2022 the investment loss was $ 5,937 and $ 38,996 , respectively.

Investment in Ketomei was $ 217,321

at September 30, 2022.

months ended March 31, 2023 and 2022 the investment loss was $ 53,199 and $ 3,273 , respectively.

Investment in Ketomei was $ 154,203 and

$ 207,402 at March 31, 2023 and December 31, 2022, respectively.

in Debt Securities

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$ 21.26 per common share of Vector Com.

As of September 30, 2022, our management estimated the fair value of the note to be $ 88,599 , the

initial transaction price.

As of March 31, 2023 and December 31, 2022, our management estimated the fair value of the note

to be $ 88,599 , the initial transaction price.

Interest Entity

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

30, 2022 and December 31, 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.

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.

On March 31, 2023 and December 31, 2022

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

Medical REIT Inc.

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in Statement of Operations.

From July 12 to September 30, 2022, DSS stock was valued under fair market value and a loss of $ 2,157,984

was booked as unrealized loss on security investment.

30, 2022 and December 31, 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.

On March 31, 2023 and December 31, 2022 variable interest and amount receivable in the non-consolidated VIE

was $ 0 , which represents the Company’s maximum risk of loss from non-consolidated VIE.

Estate Assets

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as part of the asset to which they relate and are reduced when lots are sold.

Company capitalized construction costs of approximately $ 2.9 million and $ 1.8 million for the three months ended September 30, 2022 and

Company capitalized construction costs of approximately $ 2.5 million and $ 0.4 million for the three months ended March 31, 2023 and 2022,

respectively.

The Company capitalized construction costs of approximately $ 5.9 million and $ 3.2 million for the nine months ended

September 30, 2022 and 2021, respectively.

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

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.

Company did not record impairment on any of its projects during the three and nine months ended on September 30, 2022 and 2021.

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, which was completed during the year 2022.

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.

Company did not record impairment on any of its projects during the three months ended on March 31, 2023 and 2022.

Agreements to Sell Lots

to Sell 110 Lots

March 16, 2023, 150 CCM Black Oak Ltd.

(the “Seller”) entered into a Purchase and Sale Agreement (the “Purchase and

Sale Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas limited liability company (“Rausch Coleman”).

to the terms of the Purchase and Sale Agreement, the Seller has agreed to sell approximately 110 single-family detached residential lots

which comprise a section of the Lakes at Black Oak.

The price of the lots and certain community enhancement fees the Seller will be entitled

to receive are anticipated to equal an aggregate of $ 6,586,250 .

closing of the sale of these 110 lots depends on the satisfaction of certain conditions set forth in the Purchase and Sale Agreement.

There can be no assurance that such closings will be completed on the terms outlined herein or at all.

Commencing on March 16, 2023,

Rausch Coleman had a thirty (30) day inspection

period in which to inspect the properties and determine their suitability;

during such inspection period, Rausch Coleman was entitled

to decline to proceed with the closing of these transactions.

Rausch Coleman did not exercise its right to decline, and pursuant to the

Purchase and Sale Agreement, has made an additional deposit in escrow.

Through the date hereof, Rausch Coleman has deposited $ 957,250 in

Seller shall be required to complete certain improvements at the property at the Seller’s cost prior to the closing.

to Sell 189 Lots

March 17, 2023, the Seller entered into a Contract of Sale (the “Contract of Sale”) with Davidson Homes, LLC, an Alabama

limited liability company (“Davidson Homes”).

Pursuant to the terms of the Contract of Sale, the Seller has agreed to sell

approximately 189 single-family detached residential lots comprising an additional section of the Lakes at Black Oak.

The price of the

lots and certain community enhancement fees the Seller will be entitled to receive are anticipated to equal an aggregate of $ 10,022,500 .

closing of the transactions described in the Contract of Sale depends on the satisfaction of certain conditions set forth therein.

can be no assurance that such closings will be completed on the terms outlined herein or at all.

Davidson Homes has agreed to purchase

the lots in stages, comprising an initial closing of 94 lots, the remaining lots to be purchase on or before December 29, 2023.

on March 17, 2023, Davidson Homes had a thirty (30) day inspection period in which to inspect the properties

and determine their suitability;

during such inspection period, Davidson Homes was entitled to decline to proceed with the closing of

these transactions.

Davidson Homes did not exercise its right to decline, and pursuant to the Contract of Sale, has made an additional

deposit in escrow.

Through the date hereof, Davidson Homes has deposited $ 1,425,000 in escrow.

Seller shall be required to complete certain improvements at the property at the Seller’s cost prior to the closing.

under development

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

During the nine months ended September

30, 2022 and the year ended December 31, 2021, the Company signed multiple purchase agreements

to acquire 23 and 109 homes, respectively.

By September 30, 2022, all of the 132 homes were

closed with an aggregate purchase cost of $ 30,998,258 .

As of March 31, 2022 and December 31, 2022, the Company owned 132 homes.

The aggregate purchase cost of all the homes is $ 30,998,258 .

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

purchased homes are properties of our rental business.

these purchased homes are properties of our rental business.

in Single-Family Residential Properties

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down to its estimated fair value.

The Company did not recognize any impairment losses during three and nine months ended September

30, 2022 and 2021.

The Company did not recognize any impairment losses during three months ended March 31, 2023 and 2022.

Recognition and Cost of Revenue

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for the revenue recognition of the Ballenger project, which represented approximately 0 % and 32 %, respectively, of the Company’s

revenue in the nine months ended on September 30, 2022 and 2021, is as follows:

revenue in the three months ended on March 31, 2023 and 2022, is as follows:

the contract with a customer.

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credited or charged to straight-line rent receivable or straight-line rent liability, as applicable.

For the nine months ended September

For the three months ended March

31, 2023, the Company did not recognize any deferred revenue and collected all rents due.

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During the three months

ended on September 30,

2022 and 2021, we recognized revenue of $ 9,968 and $ 182,813 from the FFB assessments, respectively.

During the nine months ended on September

30, 2022 and 2021, we recognized revenue of $ 126,055 and $ 431,458 from the FFB assessments, respectively.

ended on March 31, 2023 and 2022, we recognized revenue of $ 0 and $ 77,012 from the FFB assessments, respectively

of Real Estate Sale

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Company’s net sales consist of product sales.

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

independent distributors (“Distributors”).

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

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

from the Company.

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

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

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

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

Leadership incentives are payable based on achieved

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

The Company recognizes revenue when it ships products.

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

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

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

has decided to leave the business.

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

are provided at the time the sale is recorded.

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

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

Company collects an annual membership fee from its Distributors.

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

and non-refundable.

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

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

The Company recognizes revenue associated with the membership

over the period of the membership.

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

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

We do not have buyback program.

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

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

The returns are deducted from our sales revenue on

our financial statements.

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

This accrual is

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

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

Product and membership returns for the three months ended March 31, 2023

and 2022 were approximately $ 1,162 and $ 35,528 , respectively.

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.

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 $ 65,091 and $ 728,343 at September 30, 2022 and December 31, 2021, respectively.

During 2021, the Company temporarily

suspended the sale of its membership as it is focusing on developing new market strategy.

Kopitiam’s Franchise

Deferred revenue relating

to membership was $ 0

at March 31, 2023 and December 31, 2022, respectively.

Starting in 2020 the revenue from sale of membership declined to $ 0

The Company is currently working on a new membership model.

Company, through Alset F&B One Pte.

(“Alset F&B”), acquired a restaurant franchise license at the end of 2021

and has since commenced operations.

This license will allow Alset F&B to operate a Killiney Kopitiam restaurant in Singapore.

Kopitiam is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling toast products, soft-boiled eggs

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

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

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

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

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

Company, through Hapi Café Inc.

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

located in Singapore and South Korea.

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

Limited (“HCSG”) in Singapore and Hapi Café

(“HCKI”) in Seoul, South Korea.

Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize

the way individuals dine, work, and live, by providing a conducive environment for everyone to relish the four facets – health

and wellness, fitness, productivity, and recreation all under one roof.

In recent months the Company incorporated two

new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd.

and Dongguan Leyouyou Catering Management Co., Ltd.

People’s Republic of China.

Both companies will be principally engaged in the food and beverage business in Mainland

Additionally, through its subsidiary MOC HK Limited, the Company is focusing

on operating café business in Hong Kong.

performance obligations

of September 30, 2022 and December 31, 2021, there were no remaining performance obligations or continuing involvement, as all service

obligations within the other business activities segment have been completed.

of March 31, 2023 and December 31, 2022, there were no remaining performance obligations or continuing involvement, as all service obligations

within the other business activities segment have been completed.

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

6 unchanged sentences

to non-employees for goods and services.

During the three and nine months ended on September 30, 2022 and 2021, the Company recorded

$ 0 and $ 73,292 as stock-based compensation expense.

During the three months ended on March 31, 2023 and 2022, the Company recorded $ 0 as stock-based

compensation expense.

and reporting currency

14 unchanged sentences

the intercompany loans between Singapore entities and U.S.

The Company recorded foreign exchange gain of $ 132,092 and $ 578,903

loss during the three months ended on September 30, 2022 and 2021, respectively.

The Company recorded foreign exchange gain of $ 2,617,896

and $ 1,842,128 during the nine months ended on September 30, 2022 and 2021, respectively.

The foreign currency transactional gains and

losses are recorded in operations.

The Company recorded foreign exchange loss of $ 788,302 and $ 408,095

gain during the three months ended on March 31, 2023 and 2022, respectively.

The foreign currency transactional gains and losses are

recorded in operations.

of consolidated entities’ financial statements

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component of comprehensive income (loss).

Company recorded other comprehensive gain of $ 520,339 from foreign currency translation for the three months ended September 30, 2022

and $ 1,238,356 loss for the three months ended September 30, 2021, in accumulated other comprehensive loss.

The Company recorded other

comprehensive loss of $ 3,729,724 from foreign currency translation for the nine months ended September 30, 2022 and $ 4,077,987 loss for

the nine months ended September 30, 2021, in accumulated other comprehensive loss.

Company recorded other comprehensive gain of $ 1,095,943 from foreign currency translation for the three months ended March 31, 2023 and

$ 649,140 loss for the three months ended March 31, 2022, in accumulated other comprehensive loss.

Non-controlling

3 unchanged sentences

Sheets, separately from equity attributable to owners of the Company.

September 30, 2022 and December 31, 2021, the aggregate non-controlling interests in the Company were $ 12,015,513 and $ 21,912,268 , respectively.

March 31, 2023 and December 31, 2022, the aggregate non-controlling interests in the Company were $ 10,703,531 and $ 11,009,149 , respectively.

Financing Costs

6 unchanged sentences

based on their size.

of September 30, 2022 and December 31, 2021, the capitalized financing costs were $ 3,247,739 .

of March 31, 2023 and December 31, 2022, the capitalized financing costs were $ 3,247,739 .

Conversion Features

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

The Company plans to adopt these requirements prospectively,

The Company adopted these requirements prospectively,

effective on the first day of the year 2023.

pronouncement not yet adopted

June 2016, the FASB issued ASU No.

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as of March 12, 2020 through December 31, 2024.

The Company is currently evaluating the impact of ASU 2020-04 on its future consolidated

financial statements.

The Company does not believe that ASU 2020-04 will have significant impact on its future consolidated financial statements.

pronouncement not yet adopted

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

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At times, these balances may exceed the insurance limits.

As of September 30, 2022 and December 31,

As of March 31, 2023 and December 31, 2022,

uninsured cash and restricted cash balances were $ 16,354,869 and $ 15,723,599 , respectively.

the three months ended September 30, 2021, two customers accounted for approximately 95 %, and 5 % of the Company’s property development

For the nine months ended September 30, 2022, three customers accounted for approximately 42 %, 10 %, and 48 % of the Company’s

property development revenue.

For the nine months ended September 30, 2021, two customers accounted for approximately 96 %, and 4 % of

the Company’s property development revenue.

the year ended December 31, 2022, two customers accounted for approximately 81 %, and 19 % of the Company’s property and development

segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly

9 unchanged sentences

and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the nine

months ended September 30, 2022 and 2021:

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the three

months ended March 31, 2023 and 2022:

OF SEGMENT INFORMATION

1 unchanged sentence

Biohealth Business

Nine Months Ended on September 30, 2022

Three Months Ended on March 31, 2023

Cost of Sales

( 1,880,914 )

( 2,478,596 )

Operating Expenses

1 unchanged sentence

( 2,327,385 )

( 6,500,701 )

Operating Loss

1 unchanged sentence

( 2,089,730 )

( 5,378,815 )

Other Income (Expense)

2 unchanged sentences

( 2,233,452 )

( 25,546,935 )

Net Loss Before Income Tax

2 unchanged sentences

( 4,323,182 )

( 24,107,407 )

( 30,925,750 )

Digital Transformation Technology

Biohealth Business

Nine Months Ended on September 30, 2021

Three Months Ended on March 31, 2022

Cost of Sales

4 unchanged sentences

( 2,491,228 )

( 13,466,414 )

Operating (Loss) Income

5 unchanged sentences

( 6,054,798 )

Other Income (Expense)

( 1,205,349 )

( 4,394,547 )

( 6,054,798 )

Net Loss Before Income Tax

2 unchanged sentences

( 7,708,339 )

September 30, 2022

March 31, 2023

Cash and Restricted Cash

2 unchanged sentences

REAL ESTATE ASSETS

of September 30, 2022 and December 31, 2021, real estate assets consisted of the following:

of March 31, 2023 and December 31, 2022, real estate assets consisted of the following:

OF REAL ESTATE ASSETS

September 30,

Construction in Progress

3 unchanged sentences

family residential properties

of September 30,

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

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

Depreciation expense was $ 161,182 and $ 38,533 in the three months

ended September 30, 2022 and 2021, respectively.

Depreciation expense was $ 474,936 and $ 53,755

in the nine months ended September 30, 2022 and 2021, respectively.

These homes are located

in Montgomery and Harris Counties, Texas.

following table presents the summary of our SRFs as of September 30, 2022:

of March 31, 2023 and December 31, 2022, the Company owned 132 Single Family Residential Properties (“SFRs”).

The Company’s

aggregate investment in those SFRs was $ 31 million.

Depreciation expense was $ 243,702 and $ 140,635 in the three months ended March 31,

2023 and 2022, respectively.

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

following table presents the summary of our SRFs as of March 31, 2023:

OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Aggregate investment

Average Investment per Home

Average Investment

BUILDER DEPOSITS

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3rd Amendment to the Lot Purchase Agreement.

On September 30, 2022 and December 31, 2021, there was $ 0 and $ 31,553 held on deposit, respectively.

On March 31, 2023 and December 31, 2022, there was $ 0 held on deposit.

Remaining balance

of $ 31,553 was repaid during 2022.

NOTES PAYABLE

of September 30, 2022 and December 31, 2021, notes payable consisted of the following:

of March 31, 2023 and December 31, 2022, notes payable consisted of the following:

OF NOTES PAYABLE

September 30,

Australia Loan

Hire Purchase 1

Hire Purchase 2

Motor Vehicle Loans

Total notes payable

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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 September

31, 2023, the outstanding balance of the revolving loan was $0 .

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

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”).

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 .

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 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 interest of $ 25,225 , was paid off on May 28, 2021.

The loan was closed

in June 2021.

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

Protection Program Loan

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In February 2022, SeD Perth repaid the loan.

Vehicle Loans

May 17, 2021, Alset International Limited entered into an agreement with Hong Leong Finance Limited to purchase a car for business.

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

minimum principal payments under existing motor vehicle loans at March 31, 2023 in each calendar year through the end of their terms

are as follows:

OF FUTURE MINIMUM PAYMENTS

Total Future Receipts

RELATED PARTY TRANSACTIONS

Guarantees by Directors

of September 30, 2022 and December 31, 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.

of Shares and Warrants from APM

of Shares and Warrants from NECV

July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99 % ownership, and warrants to purchase 1,220,390,000 shares

with an exercise price of $ 0.0001 per share, from APM , for an aggregate purchase price of

We value the APM warrants under level 3 category through a Black Scholes option

pricing model and the fair value of the APM warrants were $ 860,342 as of July 17, 2020, the purchase date, $ 517,965 as of September 30,

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

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 at December 31, 2021, as it was a related party transaction.

of Investment in Vivacitas to DSS

March 18, 2021, the Company sold its equity investment in Vivacitas, a U.S.-based biopharmaceutical company, consisting of 2,480,000

shares of common stock and an 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, our Chairman, CEO and founder, serves as a director of Vivacitas

and as the Executive Chairman of 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, reflecting that it was a related

party transaction.

with an exercise price of $ 0.0001 per share, from NECV, for an aggregate purchase price of $ 122,039 .

We value the NECV warrants under

level 3 category through a Black Scholes option pricing model and the fair value of the NECV warrants were $ 860,342 as of July 17, 2020,

the purchase date, $ 389,910 as of March 31, 2023 and $ 327,565 as of December 31, 2022.

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 at December 31, 2021, as it

was a related party transaction.

and Sale of Stock in True Partners Capital Holding Limited

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

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

and its subsidiary LiquidValue Development

Limited for the general operations of such entities.

As of September 30, 2022 and December 31, 2021, the outstanding balance was approximately

$ 0 , and $ 820,113 , respectively.

Heng Fai provided an interest-free, due on demand advance to Alset Inc.

for the Company’s general operations.

The advance was paid

back during the year ended December 31, 2021 and as of September 30, 2022 and December 31, 2021, the outstanding balance was $ 0 .

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

for its general operations.

As of September 30, 2022

and December 31, 2021, the outstanding balance was $ 12,088 and $ 13,546 , respectively.

August 20, 2020, the Company acquired 30,000,000 common shares from Chan Heng Fai in exchange for a two-year non-interest bearing note

of $ 1,333,429 .

During the year ended December 31, 2021, the Company paid back all $ 1,333,429 and as of September 30, 2022 and December

31, 2021 the amount outstanding was $ 0 .

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 ;

(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 was $ 5.59 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 $ 10.03 on March 12, 2021, the commitment date.

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

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

On May 13 and

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

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

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 is due and payable on May 14, 2022 and the Loan has no interest.

The loan was paid back in full

during 2021 and the outstanding balance was $ 0 as of September 30, 2022 and December 31, 2021.

As of March 31, 2023 and

December 31, 2022, the outstanding balance was $ 12,493 and $ 12,668 , respectively.

Heng Fai provided an interest-free, due on demand advance to Hapi Metaverse Inc.

for its general operations.

As of March 31, 2023 and

December 31, 2022, the outstanding balance was $ 4,131 and $ 4,158 , respectively.

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

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

Company incurred expenses of $ 60,000 and $ 240,000 in the three and nine months ended September 30, 2021, respectively, and $ 75,000 and

$ 275,000 in the three and nine months ended September 30, 2022, 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 September 30, 2022 and

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

Company incurred expenses of $ 75,000 and $ 60,000 in the three months ended March 31, 2023 and 2022, respectively, which were capitalized

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

In June 2022, MacKenzie Equity

Partners was paid $ 50,000 bonus payment (as described above).

On March 31, 2023 and December 31, 2022, the Company owed this related

party $ 25,000 and $ 25,000 , respectively.

Receivable from Related Party

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into 167,938 common shares of AMRE, and increased its ownership in AMRE from 3.4 % to 15.8 %.

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.

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.

12 to September 30, 2022, DSS stock was valued under fair market value and a loss of $ 2,157,984 was booked as unrealized loss on security

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 September 30, 2022 and December 31, 2021, respectively.

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 principal 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 interest total of $ 412,754 was

recorded as bad debt expense.

of September 30, 2022, 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.

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.

of March 31, 2023 and December 31, 2022, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales company

in Thailand of which the Company holds approximately 19 % ownership.

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

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by its sponsor, Alset Acquisition Sponsor, LLC.

On September 30, 2022 Alset Investment repaid all balance

due of $ 476,250 .

During 2022, Alset Investment repaid all balance due

of $ 476,250 .

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

1 unchanged sentence

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

The director agreed to fully refund the amount of $ 1,746,279

or to work on a new stock sale deal with the Company in the fourth quarter of 2022.

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

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

After the transaction the Company owns approximately

38.3 % of Value Exchange International.

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

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

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The advances are interest free with no set repayment terms.

As of September 30, 2022 and December 31, 2021, the balance

of these advances was $ 0 .

As of March 31, 2023 and December 31, 2022, the balance of these

advances was $ 0 .

July 28, 2022 Hapi Café Inc.

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

As of September 30, 2022, Ketomei owed $ 71,672 to Hapi Cafe.

November 24, 2020, American Pacific Bancorp.

lent $ 560,000 to Chan Tung Moe, an officer of one of the subsidiaries of the Company

and son of Chan Heng Fai, Chairman and Chief Executive Officer of the Company, bearing interest at 6 %, with a maturity date of November

This loan was secured by an irrevocable letter of instruction on 80,000 shares of Alset Inc .

On November 24, 2020, American

Pacific Bancorp.

lent $ 280,000 to Lim Sheng Hon Danny, an employee of one of the subsidiaries of the Company, bearing interest at

6 %, with a maturity date of November 23, 2023 .

This loan was secured by an irrevocable letter of instruction on 40,000 shares of Alset

Subsequent to the making of these loans, the Company acquired the majority of the issued and outstanding common stock of American

Pacific Bancorp.

During the year ended 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.

As of March 31, 2023 and December 31, 2022, Ketomei owed $ 219,841 and $ 197,596 to Hapi Café,

respectively.

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 March 31, 2023 and December 31, 2022 LVAML owes the Company $ 559,938 and $ 3,042,811 , respectively.

On January 27, 2023, the Company’s subsidiary Hapi Metaverse

and New Electric CV Corp.

(“NECV,” and together with Hapi Metaverse Inc., the “Lenders”) entered into a Convertible

Credit Agreement (the “Credit Agreement”) with Value Exchange International, Inc.

(“Value Exchange”), a Nevada

The Credit Agreement provides Value Exchange with a maximum credit line of $ 1,500,000 (“Maximum Credit Line”)

with simple interest accrued on any advances of the money under the Credit Agreement at 8 %.

The principal amount of any advance of money

under the Credit Agreement (each being referred to as an “Advance”) is due in a lump sum, balloon payment on the third annual

anniversary of the date of the Advance (“Advance Maturity Date”).

Accrued and unpaid interest on any Advance is due and payable

on a semi-annual basis with interest payments due on the last business day of June and last business day of December of each year.

may demand that any portion or all of the unpaid principal amount of any Advance as well as accrued and unpaid interest thereon may be

paid by shares of Value Exchange Common Stock in lieu of cash payment.

As of 31 March 2023, $ 1,400,000.00 of credit was used, and interest

income of $ 11,047 is included in interest income for the three months ended March 31, 2023.

June 14, 2021, the Company filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation,

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Company has designated 6,380 preferred shares as Series A Preferred Stock and 2,132 as Series B Preferred Stock.

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

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

The reverse stock split was effective as of December 28, 2022.

of the Series A Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as

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and Hedging” and determined that the conversion option should be classified as equity.

January 19, 2021, the Company issued 10,000 shares of its common stock as compensation for public relations services at a fair value

of $ 60,900 .

May 3, 2021, the Company entered into a Loan and Exchange Agreement with its Chief Executive Officer, Chan Heng Fai pursuant to which

he loaned the Company his shares of Common Stock of the Company by exchanging 6,380,000 shares of common stock which he owned for an

aggregate of 6,380 shares of the Company’s newly designated Series A Convertible Preferred Stock.

Effective upon the filing of

the Amendment in June 2021, the Company issued an entity owned by Chan Heng Fai 6,380,000 shares of common stock upon the automatic conversion

of all 6,380 outstanding shares of the Company’s Series A Convertible Preferred Stock.

May 12, 2021, the Company entered into an Exchange Agreement with Chan Heng Fai, pursuant to which he converted a note in the amount

of $ 13,000,000 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 2,132,000 shares of common stock upon the automatic conversion of all 2,132 outstanding

shares of the Company’s Series B Convertible Preferred Stock.

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) 4,700,637 common units (the “Common Units”), at a price to the public of $ 5.07 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 $ 5.07 per whole share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the

“Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the “Warrants”)

to purchase one-half share of Common Stock with an initial exercise price of $ 6.59 per whole share, exercisable until the fifth anniversary

of the issuance date and (ii) 1,611,000 pre-funded units (the “Pre-funded Units”), at a price to the public of $ 5.06 per

Pre-funded Unit, with each Pre-funded Unit consisting of (a) one pre-funded warrant (the “Pre-funded Warrant” and collectively,

the “Pre-funded Warrants”) to purchase one share of Common Stock, (b) one Series A Warrant and (c) one Series B Warrant.

The shares of Common Stock, the Pre-funded Warrants, and the Warrants were offered together, but the securities contained in the Common

Units and the Pre-funded Units were issued separately.

Following the May Offering, all the investors exercised their Pre-funded Units

and an additional 1,611,000 shares of common stock and Series A and Series B Warrants were issued.

Company also granted the Underwriters a 45-day over-allotment option to purchase up to 808,363 additional shares of Common Stock and/or

up to 808,363 additional Series A Warrants to purchase 808,363 shares of Common Stock, and/or up to 808,363 additional Series B warrants

to purchase 404,181 shares of Common Stock.

The May Offering, including the partial exercise of the Underwriters’ over-allotment

option to purchase 808,363 Series A Warrants and 808,363 Series B Warrants, closed on May 13, 2021.

During the month of June 2021, Aegis

exercised its option to purchase an additional 808,363 common shares at a price of $ 5.07 per common share and as of September 30, 2022

still holds 808,363 Series B Warrants.

Through September 30, 2022, investors exercised 1,364,025 of Series A Warrants and 6,598 of Series

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and warrants, the Company

issued 8,487,324 common shares.

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and

warrants, and the net proceeds to the Company were $ 39,765,440 .

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.

following table presents net funds received from the May Offering and warrants exercised as of September 30, 2022.

SCHEDULE OF NET FUNDS

RECEIVED ON OFFERING AND WARRANTS EXERCISED

Amount received

Exercise of Pre-Funded Units

Exercise of Underwriter’s Series A Warrants

Exercise of Series A and Series B Warrants

Offering Expenses

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) 5,324,139 shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a price to

the public of $ 2.12 per share of Common Stock and (ii) 9,770,200 pre-funded warrants (the “Pre-funded Warrants”) to purchase

9,770,200 shares of Common Stock, at a price to the public of $ 2.11 per Pre-funded Warrant.

The Offering closed on July 30, 2021.

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 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 2,264,150 additional shares of Common Stock.

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 520,754 shares,

assuming the Underwriters exercise their over-allotment option in full.

The Representative’s Warrants have an exercise price equal

to 125 % of the public offering price, or $ 2.65 per share, with an exercise period of 24 months from issuance.

On September 9, 2021 the

Underwriters exercised their over-allotment option and were issued 2,264,150 shares of our Common Stock.

On September 9, 2021 the Underwriters

exercised the option and the Company received $ 4,386,998 proceeds from this exercise.

Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the

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 $0.01 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 during 2021.

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.

following table presents net funds received from the July Offering and warrants exercised as of September 30, 2022.

Amount received

Exercise of Pre-Funded Units

Exercise of Underwriter’s Over-Allotment Option

Offering Expenses

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) 18,076,666 shares of common stock, par value $ 0.001 per share

(the “Common Stock”), at a price to the public of $ 0.60 per share of Common Stock and (ii) 31,076,666 pre-funded warrants

(the “Pre-funded Warrants”) to purchase 31,076,666 shares of Common Stock, at a price to the public of $ 0.599 per Pre-funded

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 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 7,500,000 additional shares of Common Stock.

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 7,500,000 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 $ 0.60 per share, generating net proceeds of $ 4,115,000 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 7,500,000 additional shares of Common Stock.

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 7,500,000 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 $ 0.60 per share, generating net proceeds of $ 4,115,000 .

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 September 30, 2022, 31,076,666

warrants were exercised, some in cashless exercise transactions .

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.

following table presents net funds received from the December Offering and warrants exercised as of September 30, 2022.

Exercise of Pre-Funded Units

Exercise of Underwriter’s Over-Allotment Option

Offering Expenses

September 30, 2022, there were 148,507,188 common shares issued and outstanding.

following table summarizes the warrant activity for the nine months ended September 30, 2022.

SCHEDULE OF WARRANT ACTIVITY

February 6, 2023, 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

(the “Underwriter”) as the underwriter, relating to an underwritten public offering of 1,727,273 shares of Common Stock

at a public offering price of $ 2.20 per share.

The Underwriting Agreement provides the Underwriter a 45-day option to purchase up to

an additional 212,863 shares of Common Stock to cover over-allotments, if any.

net proceeds to the Company from the Offering were approximately $ 3.4 million, after deducting underwriting discounts and the payment

of other offering expenses associated with the Offering that are payable by the Company.

Offering closed on February 8, 2023.

The Common Stock was being offered pursuant to an effective registration statement on Form S-3 (File

333-264234), as well as a prospectus supplement in connection with the Offering filed with the Securities and Exchange Commission.

March 31, 2023, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the three months ended March 31, 2023.

OF WARRANT ACTIVITY

Exercise Price

2 unchanged sentences

Warrants Vested and exercisable at December 31, 2022

( 15,843,378 )

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2022

Warrants Vested and exercisable at September 30, 2022

Sale of Shares

the nine months ended September 30, 2021, the Company sold 280,000 shares of GigWorld to international investors for the amount of $ 280,000 ,

which was booked as addition paid-in capital.

The Company held 505,381,376 shares of the total outstanding shares 506,898,576 before

After the sale, the Company still owns approximately 99 % of GigWorld’s total outstanding shares.

the nine months ended September 30, 2021, the sales of GigWorld’s shares were de minimis compared to its outstanding shares and

did not change the minority interest.

to Minority Shareholder

the nine months ended September 30, 2021, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid

$ 1,398,250 in distribution to the minority shareholder.

Warrants Outstanding as of March 31, 2023

Warrants Vested and exercisable at March 31, 2023

of Ownership of Alset International

the year ended December 31, 2021, Alset International issued 1,721,303,416 common shares through warrants exercise with exercise price

of approximately $ 0.04 per share and received $ 60,300,464 cash, which included approximately $ 58 million from Alset Inc.

its warrants to purchase Alset International common shares.

The warrant exercise transactions between Alset Inc.

and Alset International

were intercompany transactions and only affected change in non-controlling interest on the condensed consolidated statements of stockholders’

During the year ended December 31, 2021, the stock-based compensation expense of Alset International was $ 73,292 with the issuance

of 1,500,000 shares to an officer.

In nine months ended September 30, 2022 the Company purchased 6,670,200 shares of Alset International

from the market.

the year ended December 31, 2022 the Company purchased 6,670,200 shares of Alset International from the market.

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

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to these transactions the Company’s ownership of Alset International changed from 76.8 % as of December 31, 2021 to 85.4 % as of

September 30, 2022.

March 31, 2023 and December 31, 2022.

Note Converted into Shares

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Future minimum rental revenue under existing

leases on our properties at September 30, 2022 in each calendar year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

leases on our properties at March 31, 2023 in each calendar year through the end of their terms are as follows:

OF FUTURE MINIMUM RENTAL PAYMENTS

Total Future Receipts

Management Agreements

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 three months ended September 30, 2022 and 2021, property management fees

incurred by the property managers were $ 28,890 and $ 6,390 , respectively.

For the nine months ended September 30, 2022 and 2021, property

management fees incurred by the property managers were $ 60,390 and $ 7,380 , respectively.

For the three months ended September 30, 2022

and 2021, leasing fees incurred by the property managers were $ 36,420 and $ 31,580 , respectively.

For the nine months ended September 30,

2022 and 2021, leasing fees incurred by the property managers were $ 149,625 and $ 47,805 , respectively.

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 three months ended March 31, 2023 and 2022, property management fees incurred by the property managers were $ 31,950 and $ 11,025 ,

respectively.

For the three months ended March 31, 2023 and 2022, leasing fees incurred by the property managers were $ 25,010 and $ 25,790 ,

respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

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Balance at January 1, 2023

$ ( 367,895 )

Other Comprehensive Income

Balance at March 31, 2023

$ ( 867,862 )

Other Comprehensive Income

( 3,002,167 )

Balance at June 30, 2022

$ ( 3,870,029 )

Other Comprehensive Income

Balance at September 30, 2022

$ ( 3,499,251 )

Unrealized Gains and Losses on Security Investment

2 unchanged sentences

Balance at January 1, 2022

Other Comprehensive Income

$ ( 367,895 )

( 1,050,729 )

Balance at March 31, 2021

$ ( 104,988 )

Other Comprehensive Income

( 1,133,432 )

Balance at June 30, 2021

$ ( 448,213 )

Balance at beginning

1 unchanged sentence

Other Comprehensive Income

Balance at September 30, 2021

$ ( 447,059 )

$ ( 465,283 )

Balance at March 31, 2022

$ ( 867,862 )

1 unchanged sentence

$ ( 867,862 )

$ ( 465,283 )

$ ( 1,002,212 )

INVESTMENTS MEASURED AT FAIR VALUE

assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as

of September 30, 2022 and December 31, 2021:

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

of March 31, 2023 and December 31, 2022:

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

September 30, 2022

March 31, 2023

Investment Securities- Fair Value

Investment Securities- Fair Value - Related Party

Investment Securities- Trading

Convertible Note Receivable

Warrants - American Premium Mining

Warrants - New Electric CV Corp.

Total Investment in securities at Fair Value

2 unchanged sentences

Investment Securities- Fair Value

Investment Securities- Fair Value - Related Party

Investment Securities- Trading

Convertible Note Receivable

Warrants - American Premium Mining

Warrants - AMRE

Warrants - New Electric CV Corp.

Total Investment in securities at Fair Value

loss on investment securities for the nine months ended September 30, 2022 was $ 6,500,573 and realized loss on investment securities

for the nine months ended September 30, 2021 was $ 2,218,988 .

Unrealized loss on securities investment was $ 21,773,223 and $ 35,972,445

in the nine months ended September 30, 2022 and 2021, respectively.

loss on investment securities for the three months ended March 31, 2023 was $ 131,313 and realized loss on investment securities for the

three months ended March 31, 2022 was $ 3,436,783 .

Unrealized loss on securities investment was $ 1,187,846 and $ 3,899,015 in the three

months ended March 31, 2023 and 2022, respectively.

These gains and losses were recorded directly to net income (loss).

The change in fair value of the convertible note receivable in the nine months ended September 30, 2022 and 2021 was $ 40,201 and $ 56,969 ,

respectively, and was recorded in condensed consolidated statements of stockholders’ equity.

The change in

fair value of the convertible note receivable in the three months ended March 31, 2023 and 2022 was $ 0 and $ 9,123 , respectively, and

was recorded in condensed consolidated statements of stockholders’ equity.

trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value.

2 unchanged sentences

The following chart shows details of the fair value of equity security

investment at September 30, 2022 and December 31, 2021, respectively.

investment at March 31, 2023 and December 31, 2022, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

9 unchanged sentences

Investment in Securities at Fair Value

Lucy Scientific Discovery

Investment in Securities at Fair Value

Trading Stocks

2 unchanged sentences

Investment in Securities at Cost

HWH World Co.

Investment in Securities at Cost

9 unchanged sentences

Investment in Securities at Fair Value

Value Exchange

2 unchanged sentences

Investment in Securities at Fair Value

Total Level 1 Equity

in Securities at Cost

Level 1 Equity Securities

Investment in Securities at Cost

HWH World Co.

Investment in Securities at Cost

Total Equity Securities

convertible preferred stock

the nine months ended September 30, 2021, Global BioMedical Pte Ltd.

converted 42,575 preferred stock of DSS into 6,570,170 common shares

Services Convertible Note

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

September 30,

Dividend yield

Expected volatility

Risk free interest rate

Contractual term (in years)

Exercise price

assumed dividend yield rate is 0.00 % in Sharing Services.

The volatility is based on the historical volatility of the Sharing Services’

fair value of the Sharing Services Convertible Note under level 3 category was calculated using a Black-Scholes valuation model.

assumed dividend yield rate of 0.00 % in Sharing Services.

The volatility was based on the historical volatility of the Sharing Services’

common stock.

1 unchanged sentence

Treasury rates for the applicable periods.

The Sharing Services Convertible Note was redeemed in July 2022.

in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments.

2 unchanged sentences

in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during

the three and nine months ended September 30, 2022 and 2021:

SCHEDULE OF CHANGE IN FAIR VALUE

the three months ended March 31, 2023 and 2022:

OF CHANGE IN FAIR VALUE

Balance at January 1, 2023

Balance at March 31, 2023

Balance at June 30, 2022

Balance at September 30, 2022

Balance at January 1, 2022

Balance at March 31, 2022

Balance at June 30, 2021

Balance at September 30, 2021

Note was redeemed in July 2022.

Com Convertible Bond

4 unchanged sentences

$ 21.26 , per common share of Vector Com.

As of September 30, 2022, the management estimated that the fair value of this note remained

unchanged from its initial purchase price.

As of March 31, 2023, the management estimated that the fair value of this note remained unchanged

from its initial purchase price.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of AMRE, a related party private company, in conjunction

7 unchanged sentences

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 APM , for an aggregated purchase price of $ 122,039 .

the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of APM

for the total consideration of $ 232,000 , leaving the balance of outstanding warrants of 988,390,000 at December 31, 2021.

did not exercise any warrants during nine months ended September 30, 2022.

We value APB warrants under level 3 category through a Black

Scholes option pricing model and the fair value of the warrants from APM was $ 517,965 as

of September 30, 2022 and $ 1,009,854 as of December 31, 2021.

fair value of the APM warrants under level 3 category as of September 30, 2022 and December

31, 2021 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

September 30,

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 and 2022.

The Company did not exercise any warrants during three months ended March 31, 2023.

value APB warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from NECV was

$ 389,913 as of March 31, 2023 and $ 327,565 as of December 31, 2022.

fair value of the NECV warrants under level 3 category as of March 31, 2023 and December 31, 2022 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

Exercise price

Risk free interest rate

Measurement input

Annualized volatility

Dividend Yield

Year to maturity

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SeD Maryland Development signed Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the new

the three months ended on September 30, 2022 and 2021, NVR purchased 0 and 18 lots, respectively.

During the nine months ended on September

30, 2022 and 2021, NVR purchased 3 and 76 lots, respectively.

Through September 30, 2022 and December 31, 2021, NVR had purchased a total

of 3 and 476 lots, respectively.

the three months ended on March 31, 2023 and 2022, NVR purchased 0 and 3 lots, respectively.

Through March 31, 2023 and December 31,

2022, NVR had purchased a total of 479 lots.

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.

1 unchanged sentence

as the reduction of revenue.

As of September 30,

2022 and December 31, 2021, the accrued balance due to NVR was $ 189,475 and $ 188,125 ,

respectively.

As of March 31, 2023 and December 31, 2022, the accrued balance due to NVR was $ 189,475 .

Company leases offices in Bethesda, Maryland, Magnolia, Texas, Singapore, Hong Kong and South Korea through leased spaces aggregating

approximately 15,811 square feet, under leases expiring on various dates from October 2022 to August 2025.

The leases have rental rates

ranging from $ 2,300 to $ 23,020 per month.

Our total rent expense under these office leases was $ 179,094 and $ 140,685 in the three months

ended September 30, 2022 and 2021, respectively.

Our total rent expense under these office leases was $ 492,034 and $ 405,677 in the nine

months ended September 30, 2022 and 2021, respectively.

approximately 21,066 square feet, under leases expiring on various dates from May 2023 to August 2025.

The leases have rental rates ranging

from $ 1,401 to $ 23,020 per month.

Our total rent expense under these office leases was $ 259,678 and $ 156,575 in the three months ended

March 31, 2023 and 2022, respectively.

The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of December 31, 2021

Singapore - AI

June 2022 to May 2023

Singapore – F&B

October 2021 to October 2024

Singapore – Four Seasons Park

July 2022 to July 2024

October 2020 to October 2022

August 2022 to August 2025

Magnolia, Texas

May 2022 - on month to month

Bethesda, Maryland

January 2021 to March 2024

2022 to May 2023

2021 to October 2024

– Four Seasons Park

2022 to July 2024

2022 to June 2024

2022 to July 2024

Kong - Office

2022 to October 2024

Kong - Warehouse

2022 to October 2024

2022 to September 2024

Korea – Hapi Cafe

2022 to August 2025

Korea – HWH World

2022 to July 2025

2022 – January 2023

2021 to March 2024

2022 - November 2023

2023 – March 2027

Company adopted ASU No.

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lease payments based on information available at lease commencement.

Our incremental borrowings rates are 3.9% in 2022 and 2021, which

were used as the discount rates .

The balances of operating lease right-of-use assets and operating lease liabilities as of September

30, 2022 were $ 1,265,171 and $ 1,278,157 respectively.

Our incremental borrowings rates are at a range from 0.35% to 3.9%

in 2023 and 2022, which were used as the discount rates.

The balances of operating lease right-of-use assets and operating lease liabilities

as of December 31, 2021 were $ 659,620 and $ 667,343 , respectively.

table below summarizes future payments due under these leases as of September 30, 2022.

the Years Ended September 30:

SCHEDULE OF LEASE PAYMENTS

as of March 31, 2023 were $ 1,565,468 and $ 1,592,765 respectively.

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.

table below summarizes future payments due under these leases as of March 31, 2023.

the Years Ended March 31:

OF LEASE PAYMENTS

Total Minimum Lease Payments

4 unchanged sentences

DIRECTORS AND EMPLOYEES’ BENEFITS

Option plans AEI

Company previously reserved 500,000 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.

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 September 30, 2022 and December 31, 2021, there have been no options

The reservation of shares under the Incentive Compensation Plan was cancelled in May of 2021.

Stock Option plans

our 2018 Incentive Compensation Plan (the “Plan”), adopted by our board of directors and holders of a majority of our outstanding

shares of common stock in September 2018, 25,000 shares of common stock (subject to certain adjustments) were reserved for issuance upon

exercise of stock options and grants of other equity awards.

No options or other equity awards have been granted under the Plan.

reservation of shares under the Incentive Compensation Plan was cancelled in May 2021.

International Stock Option plans

2 unchanged sentences

non-executive directors (including the independent directors) are eligible to participate in the 2013 Plan.

following tables summarize stock option activity under the 2013 Plan for the nine months ended September 30, 2022:

SCHEDULE OF OPTION ACTIVITY

following tables summarize stock option activity under the 2013 Plan for the three months ended March 31, 2023:

OF OPTION ACTIVITY

Options for Common Shares

8 unchanged sentences

Forfeited, cancelled, expired

Outstanding as of September 30, 2022

Vested and exercisable at September 30, 2022

Outstanding as of March 31, 2023

Vested and exercisable at March 31, 2023

SUBSEQUENT EVENTS

for Sale of Black Oak Lots

October 28, 2022, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership and an indirect, majority-owned subsidiary

of the Company, entered into a Contract for Purchase and Sale and Escrow Instructions (the “Agreement”) with Century Land

Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”).

Pursuant to the terms of the Agreement, the Seller

has agreed to sell all of the approximately 242 single-family detached residential lots comprising a residential community in the city

of Magnolia, Texas known as the “Lakes at Black Oak.” The lots will be sold at a range of prices, and the Seller will also

be entitled to receive a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees are

anticipated to be $ 12,881,000 , however, such purchase price will be adjusted accordingly, if the total number of lots increases or decreases

prior to the closing of the transactions contemplated by the Agreement.

closing of the transactions described in the Agreement depends on the satisfaction of certain conditions set forth therein.

be no assurance that such closings will be completed on the terms outlined herein or at all.

The Buyer has agreed to purchase the lots

in stages, with an estimated closing date of December of 2022 for the first 132 lots to be acquired, with the remainder to be acquired

through 2023.

Prior to such closing dates, the Buyer shall have a thirty (30) day inspection period in which to inspect the properties

and determine their suitability;

during such inspection period, the Buyer may decline to proceed with the closing of these transactions.

Seller shall be required to develop and improve the property at the Seller’s cost pursuant to certain development plans and government

regulations prior to the closings described above.

of Value Exchange International, Inc.

October 17, 2022, the Company’s subsidiary GigWorld Inc.

entered into a Stock Purchase Agreement (the “Agreement”)

with Chan Heng Fai, who is the Chairman of GigWorld’s Board of Directors and our Chairman, Chief Executive Officer and largest

Pursuant to the Agreement, GigWorld bought an aggregate of 7,276,163 shares of Value Exchange International, Inc.

a Nevada corporation, for the following purchase prices:

(i) $ 1,733,079.12 for 7,221,163 shares, representing a price of $ .24 per share;

(ii) $ 2,314 for 10,000 shares, representing a price of $ .2314 per share;

(iii) $ 5,015 for 25,000 shares, representing a price of $ .2006

and (iv) $ 3,326 for 20,000 shares, representing a price of $ .1663 per share.

Collectively, these purchases represent an aggregate

purchase price of $ 1,743,734.12 for 7,276,163 shares of VEII.

Such purchase prices were negotiated between the parties to the Agreement.

Chan and another member of GigWorld’s Board of Directors, Lum Kan Fai Vincent, are both members of the Board of Directors of VEII.

In addition to Mr.

Chan, two other members of our Board of Directors are also members of the Board of Directors of VEII (Mr.

Yeung and Mr.

Wong Tat Keung).

Following the acquisitions of shares pursuant to the Agreement, the Company now owns a total of 13,834,643

shares of VEII, representing 38.3 % of VEII.

April 13, 2023, 150 CCM Black Oak Ltd., a Texas Limited Partnership and a wholly owned subsidiary of the Company,

completed the sale of 131 single-family detached residential lots in a residential community in the city of Magnolia, Texas known as

the “Lakes at Black Oak” to Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”).

The Company has received a total consideration of $ 6,615,500 from the Buyer in aggregate purchase price and community enhancement fees.

On May 4, 2023, DSS distributed approximately 280

million shares of Sharing Services Global Corporation (“SHRG”) beneficially held by DSS and its subsidiaries in the form

of a dividend to the shareholders of DSS common stock.

As a result of this distribution, the Company directly received 70,426,832

shares of SHRG, and through its majority-owned subsidiary Alset International Limited, and certain subsidiaries of Alset

International Limited, indirectly received an additional 55,197,696

shares of SHRG.

The Company and its majority-owned subsidiaries now collectively own 125,624,528

shares of SHRG, representing 33.4 %

of the issued and outstanding shares of SHRG Common Stock (such number of SHRG shares held and ownership percentage do not include

any shares held by affiliates of the Company which we do not hold a majority interest in).

Additionally, our founder, Chairman and

Chief Executive Officer, Chan Heng Fai, directly and indirectly is the owner of an additional 37,947,756

shares of SHRG and is a beneficial owner of approximately 43.5 %

of SHRG shares (including those shares owned by Alset Inc.

and its majority-owned subsidiaries).

On May 1, 2023, Alset Capital

Acquisition Corp.

(“Alset Capital”) held a Special Meeting of Stockholders.

In connection with the Special Meeting and certain

amendments to Alset Capital’s Amended and Restated Certificate of Incorporation, 6,648,964 shares of Alset Capital’s Class A Common Stock

were rendered for redemption.

Following the redemption, 2,449,786 shares of Class A Common Stock of Alset Capital remain issued and outstanding,

including 473,750 shares held by the Company.

The Company also owns 2,156,250 shares of Alset Capital’s Class B Common Stock.

the redemptions, Company’s ownership in Alset Capital has increased from 23.4 % of the total shares of common stock to 57.1 % of the

total number of outstanding shares of the two classes.

The Company is currently evaluating the impact of these redemptions on our financial

statements and accounting policies that will be applied to the investment in Alset Capital.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements