What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 663 added, 516 removed, 1413 unchanged (45% of the section changed)

1 unchanged sentence

and Subsidiaries

Consolidated Balance Sheets

June 30, 2023

December 31, 2022

Balance Sheets

September 30,

Current Assets:

12 unchanged sentences

Operating Lease Right-Of-Use Assets, net

Other Receivables - Long Term

Cash and Marketable Securities Held in Trust Account

12 unchanged sentences

Operating Lease Liabilities - noncurrent

Notes Payable

Total Liabilities

Commitments and Contingencies (Note 14)

Temporary Equity

Class A Common Stock of Alset Capital Acquisition Corp subject to possible redemption;

1,976,036 shares at approximately

$ 10.16 per share as of June 30, 2023

1,976,036 shares at approximately $ 10.32 per share as of September 30, 2023

Stockholders’ Equity:

1 unchanged sentence

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

Common Stock, $ 0.001 par value;

250,000,000 shares authorized;

9,235,119 and 7,422,846 shares issued and outstanding on June 30, 2023 and December 31, 2022, respectively *

Common Stock, $ 0.001

250,000,000 shares

9,235,119 and 7,422,846

shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively

Additional Paid in Capital

10 unchanged sentences

$ 153,490,336

The numbers of outstanding common stock were adjusted

retrospectively to reflect 20-for-1 reverse stock split on December

See accompanying notes to condensed consolidated financial statements.

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Operations and Other Comprehensive Income

For the Three and Six Months Ended June 30, 2023

Three- Months Ended June 30,

Six- Months Ended June 30,

Statements of Operations and Other Comprehensive Income

the Three and Nine Months Ended September 30, 2023 and 2022

Three- Months Ended

September 30,

Nine- Months Ended

September 30,

Digital Transformation Technology - related party

4 unchanged sentences

Total Operating Expenses

Income (Loss) from Operations

(Loss) Income from Operations

( 2,076,904 )

( 2,071,012 )

( 5,378,815 )

Other Income (Expense)

1 unchanged sentence

Foreign Exchange Transaction Gain

Unrealized Gain (Loss) on Securities Investment

Unrealized (Loss) Gain on Securities Investment

( 3,328,592 )

Unrealized Gain (Loss) on Securities Investment - Related Party

( 4,559,240 )

Unrealized (Loss) Gain on Securities Investment - Related Party

( 10,548,684 )

Realized Loss on Securities Investment

( 7,678,241 )

( 17,213,983 )

Realized Loss on Securities Investment

( 11,291,166 )

( 6,500,573 )

Gain (Loss) on Investment on Security by Equity Method

Loss on Consolidation of Alset Capital Acquisition Corp.

Loss on Investment on Security by Equity Method

( 4,573,445 )

( 4,621,833 )

Loss on Consolidation of Alset Capital Acquisition

( 21,657,036 )

Finance Costs

Other Income (Expense)

Total Other Expense, Net

8 unchanged sentences

( 30,925,750 )

Income Tax Expense

Income Tax (Expense) Benefit

( 17,026,008 )

4 unchanged sentences

( 1,014,423 )

( 1,369,265 )

( 1,485,275 )

( 3,827,934 )

Net Loss Attributable to Common Stockholders

3 unchanged sentences

$ ( 27,166,771 )

Other Comprehensive Loss, Net

Unrealized Loss on Securities Investment

Foreign Currency Translation Adjustment

Comprehensive Loss Attributable to Common Stockholders

( 16,011,585 )

2 unchanged sentences

( 27,033,190 )

Comprehensive Loss

Unrealized Income on Securities Investment

Foreign Currency Translation Adjustment

( 1,583,130 )

1 unchanged sentence

( 3,131,356 )

Total Comprehensive Loss Attributable to Common Stockholders

( 17,594,715 )

( 11,414,242 )

( 28,173,235 )

( 30,129,436 )

Comprehensive Loss Attributable to Non-controlling Interests

1 unchanged sentence

( 1,253,729 )

Comprehensive Loss Attributable to Common Stockholders

( 1,485,275 )

( 3,961,515 )

Unrealized Income on Securities Investment

Foreign Currency Translation Adjustment

Total Comprehensive Loss Attributable to Non-controlling Interests

$ ( 1,283,991 )

$ ( 1,183,223 )

$ ( 1,929,999 )

$ ( 4,554,792 )

Net Loss Per Share - Basic and Diluted

Net Loss Per Share - Basic

Weighted Average Common Shares Outstanding - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic

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

stock split on December 28, 2022

See accompanying notes to condensed consolidated financial statements.

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Six Months Ended June 30, 2023

Preferred Stock

Comprehensive

Stockholders’

at January 1, 2023

Statements of Stockholders’ Equity

the Nine Months Ended September 30, 2023

Series A Preferred Stock

Series B Preferred Stock

Par Value $0.001

Paid in Capital

Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Balance at January 1, 2023

$ 322,534,891

2 unchanged sentences

$ 148,663,115

of Common Stock

Currency Translations

Issuance of Common Stock

Foreign Currency Translations

( 3,857,886 )

1 unchanged sentence

( 4,323,182 )

at March 31, 2023

Balance at March 31, 2023

$ 325,967,000

2 unchanged sentences

$ 148,869,797

Currency Translations

Foreign Currency Translations

( 1,849,049 )

4 unchanged sentences

( 5,813,406 )

at June 30, 2023

Balance at June 30, 2023

$ 325,967,000

$ ( 198,390,147 )

$ 130,509,367

$ 140,872,508

Foreign Currency Translations

( 1,583,130 )

( 1,852,698 )

Change in Non-Controlling Interest

Gain from Conversion of VEII Promissory Note to Stock and Warrants

( 16,011,585 )

( 1,014,423 )

( 17,026,008 )

Balance at September 30, 2023

$ 332,455,457

$ ( 214,401,732 )

$ 119,414,495

$ 128,482,259

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Six Months Ended June 30, 2022

Preferred Stock

Comprehensive

Stockholders’

at January 1, 2022

Statements of Stockholders’ Equity

the Nine Months Ended September 30, 2022

Series A Preferred Stock

Series B Preferred Stock

Accumulated Other

Par Value $0.001

Paid in Capital

Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Controlling Interests

Stockholders’ Equity

Balance at January 1, 2022

$ 296,181,977

2 unchanged sentences

$ 170,289,786

of Stock by Exercising Warrants

Related Party Note to Common Stock

Deconsolidate

Alset Capital Acquisition

from Purchase Stock DSS

Conversion Feature Intrinsic Value, Net

in Non-Controlling Interest

in Unrealized Loss on Investment

Currency Translations

Issuance of Stock by Excercising 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

Change in Unrealized Loss on Investment

Foreign Currency Translations

( 6,467,286 )

2 unchanged sentences

( 7,930,453 )

at March 31, 2022

Balance at March 31, 2022

$ 320,404,965

2 unchanged sentences

$ 188,494,081

Issuance of Common Stock

Change in Valuation on Investment

( 2,624,585 )

1 unchanged sentence

( 2,830,962 )

Change in Non-Controlling Interest

( 7,824,450 )

of Common Stock

in Valuation on Investment

Change in Unrealized Loss on Investment

Foreign Currency Translations

( 3,002,167 )

1 unchanged sentence

( 3,514,595 )

in Non-Controlling Interest

( 8,987,359 )

in Unrealized Loss on Investment

Currency Translations

( 8,987,359 )

( 9,982,861 )

Balance at June 30, 2022

$ 322,302,515

2 unchanged sentences

$ 172,165,072

at June 30, 2022

$ 322,302,515

2 unchanged sentences

$ 172,165,072

Change in Non-Controlling Interest

Change in Unrealized Gain on Investment

Change in Unrealized Gain (Loss) on Investment

Foreign Currency Translations

( 11,719,827 )

2 unchanged sentences

( 13,089,092 )

See accompanying notes to condensed consolidated financial statements.

Balance at September 30, 2022

$ 322,318,500

$ ( 175,407,945 )

$ 147,544,393

$ 159,559,906

$ 322,318,500

$ ( 175,407,945 )

$ 147,544,393

$ 159,559,906

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Cash Flows

the Six Months Ended June 30, 2023 and 2022

Flows from Operating Activities

Loss from Operations

Statements of Cash Flows

the Nine Months Ended September 30, 2023 and 2022

Cash Flows from Operating Activities

Net Loss from Operations

$ ( 27,162,596 )

$ ( 30,994,705 )

to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:

of Right-Of-Use Assets

of Debt Discount

Adjustments to Reconcile Net Loss to Net Cash Provided By (Used in) Operating Activities:

Non-Cash Lease Expenses

Amortization of Debt Discount

Loss on Consolidation of Alset Capital Acquisition Corp.

Exchange Transaction Gain

Foreign Exchange Transaction Gain

( 2,617,896 )

(Gain) Loss on Securities Investment

Unrealized (Gain) Loss on Securities Investment

( 6,349,738 )

(Gain) Loss on Securities Investment - Related Party

Unrealized (Gain) Loss on Securities Investment - Related Party

Realized Loss on Securities Investment

(Gain) Loss on Exchange of Investment Securities

PPP Loan Forgiveness

Director Compensation Adjustment

( 1,185,251 )

Loss on Securities Investment

Loss on Exchange of Investment Securities

Loan Forgiveness

Compensation Adjustment

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities, net of acquisitions

( 5,420,208 )

on Equity Method Investment

in Operating Assets and Liabilities, net of acquisitions

Real Estate Reimbursement Receivable

Account Receivables

Other Receivables

( 2,343,328 )

Other Receivables - Related Parties

( 1,746,279 )

Prepaid Expense

Trading Securities

( 7,466,912 )

Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

( 8,845,706 )

Receivables - Related Parties

Deferred Revenue

Operating Lease Liabilities

Builder Deposits

Net Cash Provided by (Used in) Operating Activities

( 28,331,829 )

Lease Liabilities

Cash Provided by (Used in) Operating Activities

Cash Flows from Investing Activities

Loan Receivable - Related Party

Purchase of Fixed Assets

Purchase of Real Estate Properties

( 6,057,493 )

Flows from Investing Activities

Receivable - Related Party

of Fixed Assets

of Real Estate Properties

Estate Improvements

of Investment Securities

Real Estate Improvements

( 1,082,225 )

Acquisition of Subsidiary

Loan Receivable - Related Party

Purchase of Investment Securities

( 8,479,968 )

from Loan Receivable - Related Party

Cash Used in Investing Activities

Proceeds from Sale of Investment Securities

Acquisition of Subsidiary

Issuing Loan Receivable - Related Party

( 1,693,455 )

Flows from Financing Activities

from Common Stock Issuance

to Notes Payable

Cash Provided by Financing Activities

Increase (Decrease) in Cash and Restricted Cash

Proceeds from Loan Receivable - Related Party

Net Cash Used in Investing Activities

( 15,031,318 )

of Foreign Exchange Rates on Cash

and Restricted Cash - Beginning of Year

and Restricted Cash- End of Period

Cash and Restricted Cash

Supplementary

Cash Flow Information

Paid for Interest

Paid for Taxes

Disclosure of Non-Cash Investing and Financing Activities

Gain on Investment

Recognition of ROU / Lease Liability

Deconsolidate

Alset Capital Acquisition

Cash Flows from Financing Activities

Proceeds from Common Stock Issuance

Repayment to Notes Payable

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Restricted Cash

( 37,367,014 )

of Stock by Exercising Warrants

See accompanying notes to condensed consolidated financial statements.

Effects of Foreign Exchange Rates on Cash

Cash and Restricted Cash - Beginning of Year

Cash and Restricted Cash- End of Period

Restricted Cash

Total Cash and Restricted Cash

Supplementary Cash Flow Information

Cash Paid for Interest

Cash Paid for Taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Unrealized Gain on Investment

Initial Recognition of ROU / Lease Liability

Deconsolidate Alset Capital Acquisition

Intrinsic Value of BCF

Issuance of Stock by Exercising Warrants

Convert Related Party Note Payable to Common Stock

Convert VEII Not Receivable to Common Stock

Warrants Received from VEII after Converting Note Receivable

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

to Condensed Consolidated Financial Statements

the Six Months Ended June 30, 2023 and 2022

the Nine Months Ended September 30, 2023 and 2022

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

30 unchanged sentences

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

following entities as of June 30, 2023 and December 31, 2022, as follows:

following entities as of September 30, 2023 and December 31, 2022, as follows:

OF SUBSIDIARIES

of subsidiary

or other jurisdiction of

interest as of,

incorporation

or organization

Name of subsidiary

State or other jurisdiction of

incorporation or

Attributable interest as of,

consolidated under AEI

September 30,

Business Development Pte.

10 unchanged sentences

eChainLogistic Pte.

Capital Partners International Limited.

Intelligent Home Inc.

Partners International Limited.

SeD Intelligent

States of America

3 unchanged sentences

States of America

Black Oak GP, Inc.

States of America

Development USA Inc.

SeD Development

States of America

CCM Black Oak, Ltd.

Black Oak, Ltd.

States of America

Texas Home, LLC

States of America

Ballenger, LLC

SeD Ballenger,

States of America

Maryland Development, LLC

Development, LLC

States of America

Development Management, LLC

SeD Development

Management, LLC

States of America

5 unchanged sentences

International Limited

International, Inc.

HWH International,

States of America

1 unchanged sentence

States of America

Multi-Strategy Investment, Inc.

HWH Multi-Strategy

Investment, Inc.

States of America

Stablecoin Inc.

Gig Stablecoin

States of America

World Limited

States of America

of subsidiary

or other jurisdiction of

interest as of,

incorporation

or organization

States of America

BioHealth Pte.

12 unchanged sentences

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.

Energy REIT 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.

Leyouyou Catering Management Co., Ltd.

Alset Capital Acquisition Corp.

LiquidValue Development

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 REIT 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,

United States of America

Alset Spac Group Inc.

United States of America

Alset Mining Pte.

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

Hapi Metaverse Inc.

United States of America

Hapi Café Limited

MOC HK Limited

AHR Texas Four, LLC

United States of America

Alset F&B (PLQ) Pte.

Hapi Café Sdn.

Shenzhen Leyouyou Catering

Management Co., Ltd.

Dongguan Leyouyou Catering

Management Co., Ltd.

Guangzho Leyouyou Catering

Management Co., Ltd.

Hapi Travel Ltd.

Alset Capital Acquisition

United States of America

Hapi Acquisition Pte.

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

20 unchanged sentences

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

On June 30, 2023 and

December 31, 2022, the Company adjusted $ 951,349 and $ 4,791,997 between building and land, respectively.

During the three months ended

June 30, 2023 and 2022, the Company adjusted depreciation expenses of $ 17,525 and $ 0 , respectively.

During the six months ended June

30, 2023 and 2022, the Company adjusted depreciation expenses of $ 17,525 and $ 0 , respectively.

On September 30, 2023

and December 31, 2022, the Company adjusted $ 951,349 and $ 4,791,997 between building and land, respectively.

During the three months

ended September 30, 2023 and 2022, the Company adjusted depreciation expenses of $ 17,525 and $ 0 , respectively.

During the nine months

ended September 30, 2023 and 2022, the Company adjusted depreciation expenses of $ 17,525 and $ 0 , 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 June 30,

There were no cash equivalents as of September

30, 2023 and December 31, 2022.

9 unchanged sentences

and the account closed.

As of June 30, 2023 and December 31, 2022, the total balance of these two accounts was $ 309,372 and $ 309,219 ,

As of September 30, 2023 and December 31, 2022, the total balance of these two accounts was $ 309,450 and $ 309,219 ,

respectively.

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

development project, the Company was required to maintain Australian Dollar 50,000 , in a non-interest-bearing account.

As of December

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

development project, the Company was required to maintain AUD$ 50,000 , in a non-interest-bearing account.

As of December 31, 2021, the

account balance was $ 36,316 .

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

Company puts money into brokerage accounts specifically for equity investment.

As of June 30, 2023 and December 31, 2022, the cash balance

in these brokerage accounts was $ 354,802 and $ 385,304 , respectively.

As of September 30, 2023 and December 31, 2022, the cash

balance in these brokerage accounts was $ 417,352 and $ 385,304 , respectively.

held in Trust Account

June 30, 2023 the Company had approximately $ 20.8 million, in investments in treasury securities held in the Trust Account.

in the Trust Account are subject to redemption by investors of Alset Capital Acquisition Corp.

September 30, 2023 the Company had approximately $ 21.0 million, in investments in treasury securities held in the Trust Account.

funds in the Trust Account are subject to redemption by investors of Alset Capital Acquisition Corp.

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.

June 30, 2023 and December 31, 2022, the balance of account receivables was $ 63,778 and $ 46,522 , respectively.

September 30, 2023 and December 31, 2022, the balance of account receivables was $ 72,299 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 June 30, 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 June 30, 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.

As of September 30, 2023 and December 31, 2022, the allowance was $ 0 .

Inventory is 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 September 30, 2023 and December 31, 2022, inventory consisted of finished

goods procured from suppliers.

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

concessions required to write-down inventory to its net realizable value.

During the nine months ended September 30, 2023, the

Company determined that total inventory costed $ 9,743

write off was required and recorded in cost of revenue.

Securities at Fair Value

8 unchanged sentences

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

The Company disposed the shares of Lucy in the first six

The Company disposed the shares of Lucy in the first nine

months of 2023.

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

The objective is to generate profits on short-term

differences in market prices.

The Company does not have significant influence over any trading securities in our portfolio and fair value

of these trading securities are determined by reference to quoted stock prices.

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

method of accounting.

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

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

(“Value Exchange International”

or “VEII”) and Sharing Services Global Corp.

(“SHRG”) are publicly traded companies and fair value is determined

by quoted stock prices.

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

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

The objective is to generate profits on

short-term differences in market prices.

The Company does not have significant influence over any trading securities in our

portfolio and fair value of these trading securities are determined by reference to quoted stock prices.

The Company has elected the

fair value option for the equity securities noted below that would otherwise be accounted for under the equity method of accounting.

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

Corporation” (“APM”)), Value Exchange International Inc.

(“Value Exchange International” or

“VEII”) and Sharing Services Global Corp.

(“SHRG”) 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 June 30, 2023 and December 31, 2022, the Company owned approximately 44.8 % of the

common stock of DSS, respectively.

As of September 30, 2023 and December 31, 2022, the Company owned approximately 44.8 %

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 NECV as the Company is the beneficial owner of approximately

0.5 % of the common shares of NECV and one officer from the Company held a director position

on NECV’s Board of Directors until April of 2023.

Additionally, our CEO is a significant stockholder of

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 0.5 % of the common shares of

NECV and one officer from the Company held a director position on NECV’s Board of Directors until April of 2023.

Additionally,

our CEO is a significant stockholder of NECV shares.

Company has significant influence over Value Exchange International as the Company is the beneficial owner of approximately 48.7 %

14 unchanged sentences

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

As of June 30, 2023 and December 31,

As of September 30, 2023 and December

31, 2022, AMRE was a private company.

1 unchanged sentence

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.

After the conversion, the Company

owns approximately 15.8 % of AMRE.

On August 8, 2023, DSS Inc.

distributed shares of Impact Biomedical Inc.

(“Impact”) beneficially held

by DSS in the form of a dividend to the shareholders of DSS common stock.

As a result of this distribution, the Company and its majority

owned subsidiaries received 4,568,165 shares of Impact, representing 6.5 % of the issued and outstanding shares of Impact Common Stock.

Each share of Impact distributed as part of the distribution is not eligible for resale until 180 days from the date Impact’s initial

public offering becomes effective under the Securities Act, subject to the discretion of DSS to lift the restriction sooner.

As of September

30, 2023, Impact was a startup private company.

Based on the management’s analysis, the fair value of Impact shares was approximately

$ 0 at the distribution date and as of September 30, 2023.

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

50 unchanged sentences

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

as of June 30, 2023, a company concentrating on medical real estate.

as of September 30, 2023, a company concentrating on medical real estate.

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

23 unchanged sentences

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

and six months ended June 30, 2023 the investment gain was $ 136,751 and $ 119,002 , respectively, and during three and six months ended

June 30, 2022 the investment gain was $ 18,678 and $ 160,021 , respectively.

As of June 30, 2023 and December 31, 2022, the investment in

APB was $ 31,787,248 and $ 31,668,246 , respectively.

and nine months ended September 30, 2023 the investment loss was $ 4,536,668 and $ 4,417,666 , respectively, and during three and nine months

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

As of September 30, 2023 and December 31, 2022,

the investment in APB was $ 27,250,580 and $ 31,668,246 , respectively.

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

6 unchanged sentences

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

and six months ended June 30, 2023 and 2022 the investment loss was $ 10,446 and $ 63,645 , and $ 29,786 and $ 33,059 , respectively.

in Ketomei was $ 143,757 and $ 207,402 at June 30, 2023 and December 31, 2022, respectively.

and nine months ended September 30, 2023 and 2022 the investment loss was $ 6,690 and $ 70,336 , and $ 5,937 and $ 38,996 , respectively.

in Ketomei was $ 137,066 and $ 207,402 at September 30, 2023 and December 31, 2022, respectively.

Brokers Company Inc.

May 22, 2023 the Company’s indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), entered into a Stock Purchase

Agreement, pursuant to which SeD Capital purchased 39.8

shares ( 19.9 %)

of the Common Stock of Sentinel Brokers Company Inc.

(“Sentinel”) for the aggregate purchase price of $ 279,719 .

Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating institutional trading of municipal and

corporate bonds as well as preferred stock, and is registered with the Securities and Exchange Commission, is a member of the

Financial Industry Regulatory Authority, Inc.

(“FINRA”), and is a member of the Securities Investor Protection

Corporation (“SIPC”).

The Company has significant influence over Sentinel as its CEO holds a director position on

Sentinel’s Board of Directors.

Additionally,

DSS, of which we own 44.8% and have significant influence over, owns 80.1% of Sentinel.

During three and six months ended

June 30, 2023 the investment loss in Sentinel was $ 7,990

and $ 7,990 ,

respectively.

Investment in Sentinel was $ 271,729

at June 30, 2023.

Agreement, pursuant to which SeD Capital purchased 39.8 shares ( 19.9 %) of the Common Stock of Sentinel Brokers Company Inc.

for the aggregate purchase price of $ 279,719 .

Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating

institutional trading of municipal and corporate bonds as well as preferred stock, and is registered with the Securities and Exchange

Commission, is a member of the Financial Industry Regulatory Authority, Inc.

(“FINRA”), and is a member of the Securities

Investor Protection Corporation (“SIPC”).

The Company has significant influence over Sentinel as its CEO holds a director

position on Sentinel’s Board of Directors.

Additionally, DSS, of which we own 44.8% and have significant influence over, owns 80.1%

of Sentinel .

During three and nine months ended September 30, 2023 the investment loss in Sentinel was $ 73,177 and $ 81,167 , respectively.

Investment in Sentinel was $ 198,552 at September 30, 2023.

in Debt Securities

17 unchanged sentences

$ 21.26 per common share of Vector Com.

As of June 30, 2023 and December 31, 2022, our management estimated the fair value of the note

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

As of September 30, 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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as part of the asset to which they relate and are reduced when lots are sold.

Company capitalized construction costs of approximately $ 6.3 million and $ 2.6 million for the three months ended June 30, 2023 and 2022,

respectively.

The Company capitalized construction costs of approximately $ 8.8 million and $ 3 million for the six months ended June 30,

Company capitalized construction costs of approximately -$ 1.4 million and $ 2.9 million for the three months ended September 30, 2023

and 2022, respectively.

The Company capitalized construction costs of approximately $ 7.4 million and $ 5.9 million for the nine months

ended September 30, 2023 and 2022, 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

6 unchanged sentences

or circumstances indicate that an impairment loss may have occurred.

Company did not record impairment on any of its projects during the three and six months ended on June 30, 2023 and 2022.

Company did not record impairment on any of its projects during the three and nine months ended on September 30, 2023 and 2022.

Agreements to Sell Lots

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

As of June 30, 2022 and December 31, 2022, the Company owned 132 homes.

As of September 30, 2023 and December 31, 2022, the Company owned 132

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

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

these purchased homes are properties of our rental business.

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

in Single-Family Residential Properties

1 unchanged sentence

their purchase price.

The purchase price is allocated between land, building, improvements and existing leases based upon their relative

fair values at the date of acquisition.

The purchase price for purposes of this allocation is inclusive of acquisition costs which typically

include legal fees, title fees, property inspection and valuation fees, as well as other closing costs.

The purchase price is allocated between land, building and improvements based upon their relative fair values at

the date of acquisition.

The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include

legal fees, title fees, property inspection and valuation fees, as well as other closing costs.

improvements and buildings are depreciated over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line

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down to its estimated fair value.

The Company did not recognize any impairment losses during three and six months ended June 30, 2023

The Company did not recognize any impairment losses during three and nine months ended September 30,

2023 and 2022.

Recognition and Cost of Revenue

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for the revenue recognition of the Ballenger project and Black Oak project, which represented approximately 0 % and 18 % for Ballenger

and 91 % and 0 % for Black Oak, respectively, of the Company’s revenue in the six months ended on June 30, 2023 and 2022, is as follows:

and 86 % and 0 % for Black Oak, respectively, of the Company’s revenue in the nine months ended on September 30, 2023 and 2022, is

the contract with a customer.

29 unchanged sentences

within deferred revenues and other payables on the Company’s condensed consolidated balance sheets.

revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the

tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions.

evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental

revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the

lease payments that have been collected from the lessee.

Differences between rental revenue recognized and amounts contractually due

under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable.

For the three and six months ended June 30, 2023, the Company did not recognize any deferred revenue and collected all rents

revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant

and any guarantors, historical operations and operating trends of the property, and current economic conditions.

If our evaluation of

these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to

the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been

collected from the lessee.

Differences between rental revenue recognized and amounts contractually due under the lease agreements are

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

For the three and nine months ended

September 30, 2023, the Company did not recognize any deferred revenue and collected all rents due.

of the Front Foot Benefit Assessments

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During the three months

ended on June 30, 2023 and 2022, we recognized revenue of $ 0 and $ 37,725 from the FFB assessments, respectively.

During the six months

ended on June 30, 2023 and 2022, we recognized revenue of $ 0 and $ 116,088 from the FFB assessments, respectively.

ended on September 30, 2023 and 2022, we recognized revenue of $ 0 and $ 9,968 from the FFB assessments, respectively.

During the nine

months ended on September 30, 2023 and 2022, we recognized revenue of $ 0 and $ 126,055 from the FFB assessments, respectively.

of Real Estate Sale

28 unchanged sentences

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

Product and membership returns for the three months ended June 30, 2023

Product and membership returns for the three months ended September 30,

2023 and 2022 were approximately $ 41 and $ 0 , respectively.

Product and membership returns for the six months ended June 30, 2023 and 2022

were approximately $ 1,143 and $ 50,940 , respectively.

Product and membership returns for the nine months ended September 30, 2023

and 2022 were approximately $ 1,184 and $ 42,232 respectively.

Company collects an annual membership fee from its members.

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

Deferred revenue relating to membership was $ 0 and $ 21,198 at June

Deferred revenue relating to membership was $ 0 and $ 21,198 at September

30, 2023 and December 31, 2022, respectively.

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performance obligations

of June 30, 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.

of September 30, 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 six months ended on June 30, 2023 and 2022, the Company recorded $ 0 as

stock-based compensation expense.

During the three and nine months ended on September 30, 2023 and 2022, the Company recorded

$ 0 as stock-based compensation expense.

and reporting currency

15 unchanged sentences

The Company recorded foreign exchange gain of $ 198,817 and $ 132,092

during the three months ended on June 30, 2023 and 2022, respectively.

during the three months ended on September 30, 2023 and 2022, respectively.

The Company recorded foreign exchange gain of $ 561,345 and

during the six months ended on June 30, 2023 and 2022, respectively.

The foreign currency transactional gains and losses are recorded

in operations.

$ 2,617,896 during the nine months ended on September 30, 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 loss of $ 2,183,883 from foreign currency translation for the three months ended June 30, 2023 and

$ 3,514,595 loss for the three months ended June 30, 2022, in accumulated other comprehensive loss.

The Company recorded other comprehensive

loss of $ 1,087,940 from foreign currency translation for the six months ended June 30, 2023 and $ 4,163,735 loss for the six months ended

June 30, 2022, in accumulated other comprehensive loss.

Company recorded other comprehensive loss of $ 1,852,698 from foreign currency translation for the three months ended September 30, 2023

and $ 434,011 gain for the three months ended September 30, 2022, in accumulated other comprehensive loss.

The Company recorded other

comprehensive loss of $ 2,940,638 from foreign currency translation for the nine months ended September 30, 2023 and $ 3,729,724 loss for

the nine months ended September 30, 2022, in accumulated other comprehensive loss.

Non-controlling

3 unchanged sentences

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

June 30, 2023 and December 31, 2022, the aggregate non-controlling interests in the Company were $ 10,363,141 and $ 11,009,149 , respectively.

September 30, 2023 and December 31, 2022, the aggregate non-controlling interests in the Company were $ 9,067,764 and $ 11,009,149 , respectively.

Financing Costs

6 unchanged sentences

based on their size.

of June 30, 2023 and December 31, 2022, the capitalized financing costs were $ 1,225,739 and $ 3,247,739 , respectively.

of September 30, 2023 and December 31, 2022, the capitalized financing costs were $ 1,225,739 and $ 3,247,739 , respectively.

Conversion Features

39 unchanged sentences

implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies.

The Company adopted these requirements prospectively, effective on the first day of the year 2023.

The Company adopted

these requirements prospectively, effective on the first day of the year 2023.

March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

26 unchanged sentences

At times, these balances may exceed the insurance limits.

As of June 30, 2023 and December 31, 2022,

As of September 30, 2023 and December 31,

2022, uninsured cash and restricted cash balances were $ 25,166,851 and $ 15,723,599 , respectively.

the three months ended June 30, 2023, three customers accounted for approximately 37 %, 36 % and 27 % of the Company’s property

development revenue.

For the three months ended June 30, 2022, two customers accounted for approximately 85 %, and 15 % of the

Company’s property development revenue.

For the six months ended June 30, 2023, three customers accounted for approximately 37 %, 36 %,

and 27 % of the Company’s property development revenue.

For the six months ended June 30, 2022, three customers accounted for

approximately 42 %, 49 % and 9 % of the Company’s property development revenue.

the three months ended September 30, 2023, one customer accounted for approximately 100 % of the Company’s property development

For the nine months ended September 30, 2023, three customers accounted for approximately 36 %, 36 %, and 27 % of the Company’s

property development revenue.

For the nine months ended September 30, 2022, three customers accounted for approximately 42 %, 10 %, and

48 % of the Company’s property development revenue.

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 six months

ended June 30, 2023 and 2022:

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

months ended September 30, 2023 and 2022:

OF SEGMENT INFORMATION

1 unchanged sentence

Biohealth Business

Six Months Ended on June 30, 2023

Nine Months Ended on September 30, 2023

Cost of Sales

4 unchanged sentences

( 4,734,061 )

( 7,119,288 )

Operating Income (Loss)

( 4,153,790 )

Other Income (Expense)

( 27,932,254 )

( 28,060,334 )

Net Income (Loss) Before Income Tax

( 32,086,044 )

( 27,117,472 )

Digital Transformation Technology

Biohealth Business

Nine Months Ended on September 30, 2022

Cost of Sales

( 1,880,914 )

( 2,478,596 )

Operating Expenses

( 1,988,323 )

( 3,669,563 )

$ ( 6,500,701 )

Operating Loss

( 1,374,530 )

( 3,429,878 )

( 5,378,815 )

Other Income (Expense)

2 unchanged sentences

( 20,677,529 )

$ ( 25,546,935 )

Net Loss Before Income Tax

2 unchanged sentences

( 3,864,133 )

Transformation Technology

Months Ended on June 30, 2022

(Loss) Income

Income (Expense)

Loss Before Income Tax

and Restricted Cash

( 24,107,407 )

( 30,925,750 )

September 30, 2023

Cash and Restricted Cash

December 31, 2022

Cash and Restricted Cash

REAL ESTATE ASSETS

of June 30, 2023 and December 31, 2022, real estate assets consisted of the following:

of September 30, 2023 and December 31, 2022, real estate assets consisted of the following:

OF REAL ESTATE ASSETS

June 30, 2023

December 31, 2022

September 30,

Construction in Progress

3 unchanged sentences

family residential properties

of June 30, 2023 and December 31, 2022, the Company owned 132 Single Family Residential Properties (“SFRs”).

of September 30, 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 $ 276,125 and $ 173,119 in the three months ended June 30,

Depreciation expense was $ 259,405 and $ 161,182 in the three months ended September

30, 2023 and 2022, respectively.

Depreciation expense was $ 519,827 and $ 318,743 in the six months ended June 30, 2023 and 2022, respectively.

Depreciation expense was $ 779,232 and $ 474,936 in the nine months ended September 30, 2023 and 2022,

respectively.

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

following table presents the summary of our SRFs as of June 30, 2023:

following table presents the summary of our SRFs as of September 30, 2023:

OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Average Investment

BUILDER DEPOSITS

12 unchanged sentences

3rd Amendment to the Lot Purchase Agreement.

On June 30, 2023 and December 31, 2022, there was $ 0 held on deposit.

On September 30, 2023 and December 31, 2022, there was $ 0 held on deposit.

Remaining balance

1 unchanged sentence

NOTES PAYABLE

of June 30, 2023 and December 31, 2022, notes payable consisted of the following:

of September 30, 2023 and December 31, 2022, notes payable consisted of the following:

OF NOTES PAYABLE

September 30,

Motor Vehicle Loans

13 unchanged sentences

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 June 30,

As of September

30, 2023, the outstanding balance of the revolving loan was $0 .

As part of the transaction, the Company incurred loan origination fees and

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

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

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

As part of the transaction, the Company incurred loan origination fees

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

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

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

Protection Program Loan

6 unchanged sentences

of an event of default.

PPP Term Note was unsecured and guaranteed by the United States Small Business Administration.

The Company applied to M&T Bank for

forgiveness of the PPP Term Note, with the amount which may be forgiven equal to at least 60 % of payroll costs and other eligible payments

incurred by the Company, calculated in accordance with the terms of the CARES Act.

In April 2022 the Company received confirmation that

the PPP Loan was fully forgiven.

PPP Term Note was unsecured and guaranteed by the United States Small Business Administration (“SBA”).

The Company applied

to M&T Bank for forgiveness of the PPP Term Note, with the amount which may be forgiven equal to at least 60 % of payroll costs and

other eligible payments incurred by the Company, calculated in accordance with the terms of the CARES Act.

In April 2022 the Company

received confirmation that the PPP Loan was fully forgiven.

Company may be subject to CARES Act specific lookbacks and audits of the loan forgiveness as part of the SBA’s audit process.

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

27 unchanged sentences

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 June 30, 2023 in each calendar year through the end of their terms are

minimum principal payments under existing motor vehicle loans at September 30, 2023 in each calendar year through the end of their terms

are as follows:

OF FUTURE MINIMUM PAYMENTS

6 unchanged sentences

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, $ 47,115 as of June 30, 2023 and $ 327,565 as of December 31, 2022.

the purchase date, $ 430 as of September 30, 2023 and $ 327,565 as of December 31, 2022.

The difference of $ 945,769 of fair value of stock

31 unchanged sentences

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

remained 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

Following 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 recognized $ 21,657,036 loss on the consolidation of Alset Capital.

The loss is included in Finance

Costs on the Company’s Consolidated Statement of Operations for the three and six months ended June 30, 2023.

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 remained 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.

Following the redemptions, Company’s ownership in Alset Capital has increased

from 23.4 % of the total shares of common stock to 58.0 % of the total number of outstanding shares of the two classes.

The Company recognized

$ 21,657,036 loss on the consolidation of Alset Capital.

The loss is included in Company’s Consolidated Statement

of Operations for the three and nine months ended September 30, 2023.

of Hapi Travel Ltd.

2 unchanged sentences

owed by our CEO and majority stockholder, Chan Heng Fai, for consideration of $ 214,993 .

On November 17, 2021, Chan Heng Fai had acquired Hapi Travel Ltd.

(formerly known as Travel Panda Ltd.) from Chan Hei Wai, an

individual unaffiliated with the Company.

On November 17, 2021, Chan Heng Fai had acquired

Hapi Travel Ltd.

(formerly known as Travel Panda Ltd.) from Chan Hei Wai, an individual unaffiliated with the Company.

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

for its general operations.

As of June 30, 2023 and

December 31, 2022, the outstanding balance was $ 12,343 and $ 12,668 , respectively.

As of September 30, 2023

and December 31, 2022, the outstanding balance was $ 12,042 and $ 12,668 , respectively.

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

for its general operations.

As of June 30, 2023 and

December 31, 2022, the outstanding balance was $ 4,138 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

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

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

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

Pursuant to an agreement entered into in June of 2022,

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

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

(ii) a sum of $50,000

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

with an entity not affiliated with SeD Development Management

LLC (a subsidiary of the Company);

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

Company incurred expenses of $ 75,000 and $ 150,000 in the three and six months ended June 30, 2023, respectively, and $ 140,000 and $ 200,000

in the three and six months ended June 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 June 2022, MacKenzie Equity Partners was paid $ 50,000 bonus payment (as described

On June 30, 2023 and December 31, 2022, the Company owed this related party $ 25,000 and $ 25,000 , respectively.

As of September 30, 2023

and December 31, 2022, the outstanding balance was $ 4,141 and $ 4,158 , respectively.

Equity Partners, LLC, an entity affiliated with Charles MacKenzie, the Chief Development Officer of the Company, has a consulting agreement

with a majority-owned subsidiary of the Company.

Pursuant to an agreement entered into in June of 2022, as supplemented in August, 2023,

the Company’s subsidiary has paid $ 25,000 per month for consulting services.

In addition, MacKenzie Equity Partners has been paid

certain bonuses, including (i) a sum of $50,000 in June, 2022;

and (ii) a sum of $50,000 in August 2023.

MacKenzie Equity Partners will

be entitled to receive an additional bonus of $50,000 in December, 2023 .

Company incurred expenses of $ 125,000 and $ 275,000 in the three and nine months ended September 30, 2023, 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 June 2022 and August, 2023, MacKenzie Equity Partners was paid $ 50,000

and $ 50,000 bonus payment, respectively.

On September 30, 2023 and December 31, 2022, the Company owed this related party $ 25,000 and

$ 25,000 , respectively.

Receivable from Related Party

19 unchanged sentences

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

of June 30, 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.

of September 30, 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

22 unchanged sentences

After the initial 12 months, the interest on such loan

will be 8 % .

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

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

As of June 30, 2023 and December 31, 2022, Ketomei owed $ 260,961 and $ 198,162 to Hapi Café,

respectively.

As of September 30, 2023 and December 31, 2022, Ketomei owed $ 323,482 and $ 198,162 to Hapi

Café, respectively.

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

5 unchanged sentences

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

As of June 30, 2023 and December 31, 2022 LVAML owes the Company $ 516,165 and $ 3,042,811 , respectively.

As of September 30, 2023 and December 31, 2022 LVAML owes the Company $ 507,404 and $ 3,042,811 , respectively.

January 27, 2023, the Company’s subsidiary Hapi Metaverse Inc.

15 unchanged sentences

lieu of cash payment.

As of June 30, 2023, $ 1,400,000 of credit was used, and interest income of $ 27,923 and $ 38,970 is included in interest

income in the three and six months ended June 30, 2023, respectively.

On September 6, 2023, the Company’s subsidiary Hapi Metaverse Inc.

converted $ 1,300,000 of the principal

amount loaned to VEII into 7,344,632 shares of Value Exchange’s common stock.

Under the terms of the Credit Agreement, the Company’s

majority-owned subsidiary Hapi Metaverse Inc.

received common stock warrants to purchase a maximum of 36,723,160 shares of Value Exchange

common stock at an exercise price of $ 0.1770 per share.

Such warrants expire five (5) years from date of their issuance.

As of September

30, 2023, $ 100,000 of credit remained outstanding, and interest income of $ 21,392 and $ 60,362 is included in interest income in the three

and nine months ended September 30, 2023, respectively.

Company and its subsidiaries continually evaluate potential acquisitions that align with the Company’s plans.

2 unchanged sentences

demand for international cuisine, favorable business environment, skilled labor force, and opportunities for growth.

October 4, 2022, the Company completed its first F&B business acquisition of MOC HK Limited (“MOC”), a F&B business

started in Hong Kong.

The accompanying consolidated financial statements include the operations of the acquired entity from its acquisition

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the

acquisition is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values.

The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period,

which is up to 12 months from the acquisition date.

October 4, 2022, the Company completed its first F&B business acquisition of MOC HK Limited, a F&B business started in Hong Kong.

The accompanying consolidated financial statements include the operations of the acquired entity from its acquisition date.

The acquisition

has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition is initially

allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values.

The recorded amounts

for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months

from the acquisition date.

a result of the acquisition of MOC, goodwill of $ 60,363 generated in a business combination represents the purchase price of $ 70,523

2 unchanged sentences

Instead, they are reviewed periodically for impairment.

June 14, 2023, the Company completed acquisition of Hapi Travel Limited (“HTL”), an online travel business started in Hong

June 14, 2023, the Company completed its online travel business acquisition of Hapi Travel Limited, an online travel business started

in Hong Kong.

The accompanying consolidated financial statements include the operations of the acquired entity from its acquisition date.

acquisition has been accounted for as a business combination.

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition

43 unchanged sentences

Total purchase consideration

following table summarizes changes in the carrying amount of goodwill at June 30, 2023 and December 31, 2022

June 30, 2023

December 31, 2022

following table summarizes changes in the carrying amount of goodwill at September 30, 2023 and December 31, 2022

September 30,

Balance at beginning of the period/year

38 unchanged sentences

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

June 30, 2023, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the six months ended June 30, 2023.

September 30, 2023, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the nine months ended September 30, 2023.

OF WARRANT ACTIVITY

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Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2023

Warrants Vested and exercisable at June 30, 2023

Warrants Outstanding as of September 30, 2023

Warrants Vested and exercisable at September 30, 2023

of Ownership of Alset International

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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

June 30, 2023 and December 31, 2022.

September 30, 2023 and December 31, 2022.

Note Converted into Shares

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Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at June 30,

Accordingly, at September

30, 2023, the Class A common stock of Alset Capital Acquisition Corp.

subject to possible redemption in the amount of $ 20,075,127 , are presented

as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

On May 1, 2023, after the redemptions (for further

details on this transaction refer to Note 8.

– Related Party Transactions, Consolidation of Alset Capital Acquisition Corp.), the

Company consolidated Alset Capital.

As of June 30, 2023, non-controlling interest of $ ( 658,292 ) was recorded as temporary equity, since

these non-controlling interests are considered redeemable noncontrolling interests in accordance with ASC 810-10 and ASC 480-10-S99-3A.

subject to possible redemption in the amount of $ 20,382,965 , are

presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

May 1, 2023, after the redemptions (for further details on this transaction refer to Note 8.

– Related Party Transactions, Consolidation

of Alset Capital Acquisition Corp.), the Company consolidated Alset Capital.

As of September 30, 2023, non-controlling interest of $ ( 844,994 )

was recorded as temporary equity, since these non-controlling interests are considered redeemable noncontrolling interests in accordance

with ASC 810-10 and ASC 480-10-S99-3A.

Company generally rents its SFRs under lease agreements with a term of one or two years .

Future minimum rental revenue under existing

leases on our properties at June 30, 2023 in each calendar year through the end of their terms are as follows:

leases on our properties at September 30, 2023 in each calendar year through the end of their terms are as follows:

OF FUTURE MINIMUM RENTAL PAYMENTS

Future Receipts

Total Future Receipts

Management Agreements

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The Company pays its property managers a monthly property management fee for each property unit and a leasing fee.

For the three months ended June 30, 2023 and 2022, property management fees incurred by the property managers were $ 34,650 and $ 20,990 ,

For the three months ended September 30, 2023 and 2022, property management fees incurred by the property managers were $ 35,370 and $ 28,890 ,

respectively.

For the six months ended June 30, 2023 and 2022, property management fees incurred by the property managers were $ 66,600

and $ 32,015 , respectively.

For the three months ended June 30, 2023 and 2022, leasing fees incurred by the property managers were $ 41,745

and $ 87,035 , respectively.

For the six months ended June 30, 2023 and 2022, leasing fees incurred by the property managers were $ 66,755

For the nine months ended September 30, 2023 and 2022, property management fees incurred by the property managers were

$ 101,970 and $ 60,390 , respectively.

For the three months ended September 30, 2023 and 2022, leasing fees incurred by the property managers

were $ 29,360 and $ 36,420 , respectively.

For the nine months ended September 30, 2023 and 2022, leasing fees incurred by the property

managers were $ 96,115 and $ 149,625 , respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

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$ ( 791,512 )

Other Comprehensive Loss

( 1,583,130 )

( 1,571,744 )

Balance at September 30, 2023

$ ( 2,374,642 )

Unrealized Gains and Losses on Security Investment

3 unchanged sentences

$ ( 367,895 )

Other Comprehensive Income

1 unchanged sentence

$ ( 867,862 )

Other Comprehensive Income

3 unchanged sentences

$ ( 3,870,029 )

Other Comprehensive Income

Balance at September 30, 2022

$ ( 3,499,251 )

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 June 30, 2023 and December 31, 2022:

of September 30, 2023 and December 31, 2022:

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

June 30, 2023

September 30, 2023

Investment Securities- Fair Value

3 unchanged sentences

Warrants - New Electric CV Corp.

Warrants - VEII

Total Investment in securities at Fair Value

7 unchanged sentences

Total Investment in securities at Fair Value

loss on investment securities for the six months ended June 30, 2023 was $ 10,688,542 and realized loss on investment securities for the

six months ended June 30, 2022 was $ 6,355,451 .

Unrealized loss on securities investment was $ 17,652,880 and $ 10,766,390 in the six months

ended June 30, 2023 and 2022, respectively.

loss on investment securities for the nine months ended September 30, 2023 was $ 11,291,166 and realized loss on investment securities

for the nine months ended September 30, 2022 was $ 6,500,573 .

Unrealized loss on securities investment was $ 6,910,205 and $ 21,773,223

in the nine months ended September 30, 2023 and 2022, respectively.

These gains and losses were recorded directly to net loss.

The change in fair value of the

convertible note receivable in the six months ended June 30, 2023 and 2022 was $ 0 and $ 9,123 , respectively, and was recorded in condensed

consolidated statements of stockholders’ equity.

in fair value of the convertible note receivable in the nine months ended September 30, 2023 and 2022 was $ 0 and $ 40,201 , 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 June 30, 2023 and December 31, 2022, respectively.

investment at September 30, 2023 and December 31, 2022, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

1 unchanged sentence

Investment in Securities at Fair Value

AMBS (Related Party)

Investment in Securities at Fair Value

Holista (Related Party)

Investment in Securities at Fair Value

12 unchanged sentences

Investment in Securities at Cost

Total Equity Securities

Equity Securities

DSS (Related Party)

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Investment in Securities at Cost

Total Equity Securities

Equity Securities

Services Convertible Note

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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 six months ended June 30, 2023 and 2022:

the three and nine months ended September 30, 2023 and 2022:

OF CHANGE IN FAIR VALUE

2 unchanged sentences

Balance at June 30, 2023

Acquisition of VEII warrants

Balance at September 30, 2023

Balance at January 1, 2022

1 unchanged sentence

Balance at June 30, 2022

Balance at September 30, 2022

Com Convertible Bond

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$ 21.26 , per common share of Vector Com.

As of June 30, 2023, the management estimated that the fair value of this note remained unchanged

from its initial purchase price.

As of September 30, 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

11 unchanged sentences

of 988,390,000 at December 31, 2021 and 2022.

The Company did not exercise any warrants during six months ended June 30, 2023.

NECV warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from NECV was $ 47,115

as of June 30, 2023 and $ 327,565 as of December 31, 2022.

fair value of the NECV warrants under level 3 category as of June 30, 2023 and December 31, 2022 was calculated using a Black-Scholes

The Company did not exercise any warrants during nine months ended September 30, 2023.

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

was $ 430 as of September 30, 2023 and $ 327,565 as of December 31, 2022.

fair value of the NECV warrants under level 3 category as of September 30, 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

September 30,

Exercise price

3 unchanged sentences

Year to maturity

September 6, 2023, the Company received warrants to purchase shares of VEII, a related party listed company.

For further details on this

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

As of September 30, 2023,

the fair value of the warrants was $ 6,449,100 .

The Company did not exercise any warrants during nine months ended September 30, 2023.

The Company values VEII warrants under level 3 category through a Black Scholes option pricing model.

fair value of the VEII warrants under level 3 category as of September 6, 2023, and September 30, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

September 30,

Exercise price

Risk free interest rate

Annualized volatility

Dividend Yield

Year to maturity

COMMITMENTS AND CONTINGENCIES

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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 June 30, 2023 and 2022, NVR purchased 0 lots.

During the six months ended on June 30, 2023 and 2022, NVR purchased

0 and 3 lots, respectively.

Through June 30, 2023 and December 31, 2022, NVR had purchased a total of 479 lots.

the three months ended on September 30, 2023 and 2022, NVR purchased 0 lots.

During the nine months ended on September 30, 2023 and 2022,

NVR purchased 0 and 3 lots, respectively.

Through September 30, 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 June 30, 2023 and December 31, 2022, the accrued balance due to NVR was $ 189,475 .

As of September 30, 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, South Korea and China through leased spaces aggregating

3 unchanged sentences

Our total rent expense under these office leases was $ 274,980 and $ 179,094 in the three months

ended June 30, 2023 and 2022, respectively.

Our total rent expense under these office leases was $ 525,781 and $ 313,150 in the six months

ended June 30, 2023 and 2022, respectively.

ended September 30, 2023 and 2022, respectively.

Our total rent expense under these office leases was $ 800,762 and $ 492,034 in the nine

months ended September 30, 2023 and 2022, respectively.

Total cash paid for operating leases was $ 846,983 and $ 618,114 for the nine months

ended September 30, 2023 and 2022, respectively.

The following table outlines the details of lease terms:

1 unchanged sentence

Term as of December 31, 2021

Singapore - AI

Singapore – F&B

2023 to May 2026

2021 to October 2024

Singapore – Four Seasons Park

Singapore – Hapi Cafe

Singapore - PLQ

December 2022

Hong Kong - Office

– Four Seasons Park

2022 to July 2024

2022 to June 2024

2022 to July 2024

Kong - Office

2022 to October 2024

Hong Kong - Warehouse

November 2022

Kong - Warehouse

2022 to October 2024

Hong Kong - Shop

2022 to September 2024

South Korea – Hapi Cafe

Kong – Hapi Travel

2023 to August 2025

South Korea – HWH World

Magnolia, Texas

Bethesda, Maryland

Korea – Hapi Cafe

2022 to August 2025

Korea – HWH World

2022 to July 2025

2022 – January 2023

2021 to March 2024

December 2022

2022 - November 2023

China - Office

2023 – March 2027

Company adopted ASU No.

2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability

for all the leases with terms greater than twelve months.

We elected the practical expedient to not recognize operating lease right-of-use

assets and operating lease liabilities for lease agreements with terms less than 12 months.

Operating lease right-of-use assets and operating

lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement

As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the

lease payments based on information available at lease commencement.

Our incremental borrowings rates are at a range from 0.35% 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 June 30, 2023 were $ 1,805,482 and $ 1,834,289 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 June 30, 2023.

the Years Ended June 30:

2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease

liability for all the leases with terms greater than twelve months.

We elected the practical expedient to not recognize operating

lease right-of-use assets and operating lease liabilities for lease agreements with terms of 12 months or less.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum

lease payments over the lease term at commencement date.

our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease

payments based on information available at lease commencement.

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

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

The Company’s weighted-average remaining lease term relating to

its operating leases is 1.93

The balances of operating lease right-of-use assets and operating lease liabilities as of September 30, 2023 were

and $ 1,725,243

respectively.

The balances of operating lease right-of-use assets and operating lease liabilities as of December 31, 2022 were

and $ 1,628,039 ,

respectively.

table below summarizes future payments due under these leases as of September 30, 2023.

the Years Ended September 30:

OF LEASE PAYMENTS

29 unchanged sentences

lease termination.

As of June 30, 2023 and December 31, 2022, the security deposits held in the trust account were $ 305,255 and $ 271,480 ,

As of September 30, 2023 and December 31, 2022, the security deposits held in the trust account were $ 294,255 and

$ 271,480 , respectively.

10 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 three months ended June 30, 2023:

following tables summarize stock option activity under the 2013 Plan for the nine months ended September 30, 2023:

OF OPTION ACTIVITY

9 unchanged sentences

Forfeited, cancelled, expired

Outstanding as of June 30, 2023

Vested and exercisable at June 30, 2023

Outstanding as of September 30, 2023

Vested and exercisable at September 30, 2023

SUBSEQUENT EVENTS

On August 1, 2023, Alset Capital held a Special Meeting of Stockholders.

In connection with this Special Meeting, Alset Capital’s

business combination with HWH International Inc.

was approved by its stockholders and certain amendments to Alset Capital’s Amended

and Restated Certification of Incorporation were also approved.

The business combination is planned to close during the third quarter

of 2023, subject to the completion of certain closing conditions.

On September 28, 2023, Alset International Limited,

a subsidiary of the Company, finalized a Loan Agreement and Promissory Note with Value Exchange International, Inc.

extending an unsecured loan of $ 500,000 .

The principal bears simple interest at a rate of Eight Percent ( 8 %)

As of September 30, 2023, the loan had not yet been disbursed to VEII.

On October 3, 2023, $ 500,000

of the loan amount was transferred to VEII.

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