What changed in this filing

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Item 1A. Risk Factors

2024-04-01 compared with 2023-03-31 · 184 added, 265 removed, 615 unchanged (42% of the section changed)

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We may meet many challenges including:

establishing and maintaining

broad market acceptance of our products and services and converting that acceptance into direct and indirect sources of revenue;

establishing and maintaining

adoption of our technology on a wide variety of platforms and devices;

timely and successfully

developing new products and services and increasing the features of existing products and services;

developing products and

services that result in high degrees of customer satisfaction and high levels of customer usage;

successfully responding

to competition, including competition from emerging technologies and solutions;

developing and maintaining

strategic relationships to enhance the distribution, features, content and utility of our products and services;

identifying, attracting

and retaining talented technical and sales services staff at reasonable market compensation rates in the markets in which we operate.

and maintaining broad market acceptance of our products and services and converting that acceptance into direct and indirect sources

and maintaining adoption of our technology on a wide variety of platforms and devices;

and successfully developing new products and services and increasing the features of existing products and services;

products and services that result in high degrees of customer satisfaction and high levels of customer usage;

responding to competition, including competition from emerging technologies and solutions;

and maintaining strategic relationships to enhance the distribution, features, content and utility of our products and services;

attracting and retaining talented technical and sales services staff at reasonable market compensation rates in the markets in which

growth strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all.

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listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Holista CollTech Limited,

whose shares are listed on the Australian Stock Exchange, Value Exchange International Inc., whose shares are listed on OTCQB Venture

Market of the OTC Markets Group, Inc.

and Alset Capital Acquisition Corp., listed on the Nasdaq (LiquidValue Development Inc.

Metaverse Inc.

whose shares are listed on the Australian Stock Exchange, Sharing Services, whose shares are listed on OTCQB Venture Market of the OTC

Markets Group, Inc., Value Exchange International Inc., whose shares are listed on OTCQB Venture Market of the OTC Markets Group, Inc.

and HWH International Inc., whose shares are trading on the Nasdaq Global Markets;

(LiquidValue Development Inc.

and Hapi Metaverse Inc.

are not currently traded on any exchange).

The average trading volume of the public shares is limited for some of these

In view of the limited public trading markets for some of these shares, there can be no assurance that we would succeed in

obtaining a price for these shares equal to the price quoted for such shares in their respective trading markets at the time of sale

or that we would not incur a loss on our shares should we determine to dispose our shareholding in any of these companies in the future.

Additionally, on an ongoing basis, fluctuations in the stock prices of these companies are likely to be reflected in the market price

of our common stock.

Given the limited public trading markets in some of these public companies, stock price fluctuations in our price

may be significant.

The average trading volume of the public shares is limited for some of these companies.

view of the limited public trading markets for some of these shares, there can be no assurance that we would succeed in obtaining a price

for these shares equal to the price quoted for such shares in their respective trading markets at the time of sale or that we would not

incur a loss on our shares should we determine to dispose our shareholding in any of these companies in the future.

Additionally, on

an ongoing basis, fluctuations in the stock prices of these companies are likely to be reflected in the market price of our common stock.

Given the limited public trading markets in some of these public companies, stock price fluctuations in our price may be significant.

political, social and economic conditions can adversely affect our business.

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in the financial markets could adversely affect the value of our real estate investments.

Concerns over economic recession, the COVID-19

pandemic, interest rate increases, policy priorities of the U.S.

presidential administration, trade wars, labor shortages, or inflation

may contribute to increased volatility and diminished expectations for the economy and markets.

Additionally, concern over geopolitical

issues may also contribute to prolonged market volatility and instability.

For example, the conflict between Russia and Ukraine has led

to disruption, instability and volatility in global markets and industries.

government and other governments in jurisdictions

have imposed severe economic sanctions and export controls against Russia and Russian interests, have removed Russia from the SWIFT system,

and have threatened additional sanctions and controls.

The impact of these measures, as well as potential responses to them by Russia,

Such conditions could impact real estate fundamentals and result in lower occupancy, lower rental rates, and declining values

in our real estate portfolio and in the collateral securing our loan investments.

As a result, the value of our property investments

could decrease below the amounts paid for such investments, the value of collateral securing our loans could decrease below the outstanding

principal amounts of such loans, and revenues from our properties could decrease due to fewer and/or delinquent tenants or lower rental

These factors would significantly harm our revenues, results of operations, financial condition, business prospects and our ability

to make distributions to our stockholders.

coronavirus or other adverse public health developments could have a material and adverse effect on our business operations, financial

condition and results of operations.

December 2019, a novel strain of coronavirus (COVID-19) was first identified in Wuhan, Hubei Province, China, and has since spread to

a number of other countries, including the United States.

The coronavirus, or other adverse public health developments, could have a

material and adverse effect on our business operations.

The coronavirus’ far-reaching impact on the global economy could negatively

affect various aspects of our business, including demand for real estate.

In addition, the coronavirus could directly impact the ability

of our staff and contractors to continue to work, and our ability to conduct our operations in a prompt and efficient manner.

The coronavirus

may adversely impact the timeliness of local government in granting required approvals.

Accordingly, the coronavirus may cause the completion

of important stages in our projects to be delayed.

The extent to which the coronavirus may impact our business will depend on future

developments, which are highly uncertain and cannot be predicted.

For more information on this matter, see “Management’s

Discussion and Analysis of Financial Condition and Results of Operations- Financial Impact of the COVID-19 Pandemic.”

Concerns over economic recession interest rate

increases, policy priorities of the U.S.

presidential administration, trade wars, labor shortages, or inflation may contribute to increased

volatility and diminished expectations for the economy and markets.

Additionally, concern over geopolitical issues may also contribute

to prolonged market volatility and instability.

For example, the conflict between Russia and Ukraine has led to disruption, instability

and volatility in global markets and industries.

government and other governments in jurisdictions have imposed severe economic

sanctions and export controls against Russia and Russian interests, have removed Russia from the SWIFT system, and have threatened additional

sanctions and controls.

The impact of these measures, as well as potential responses to them by Russia, is unknown.

Such conditions could

impact real estate fundamentals and result in lower occupancy, lower rental rates, and declining values in our real estate portfolio

and in the collateral securing our loan investments.

As a result, the value of our property investments could decrease below the amounts

paid for such investments, the value of collateral securing our loans could decrease below the outstanding principal amounts of such

loans, and revenues from our properties could decrease due to fewer and/or delinquent tenants or lower rental rates.

These factors would

significantly harm our revenues, results of operations, financial condition, business prospects and our ability to make distributions

to our stockholders.

have made and expect to continue to make acquisitions as a primary component of our growth strategy.

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that could cause our actual growth or operating results to differ from our expectations.

we may not be able to identify

suitable acquisition candidates or to consummate acquisitions on acceptable terms;

we may pursue international

acquisitions, which inherently pose more risks than domestic acquisitions;

we compete with others

to acquire complementary products, technologies and businesses, which may result in decreased availability of, or increased price

for, suitable acquisition candidates;

we may not be able to obtain

the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions;

we may ultimately fail

to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.

may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms;

may pursue international acquisitions, which inherently pose more risks than domestic acquisitions;

compete with others to acquire complementary products, technologies and businesses, which may result in decreased availability of,

or increased price for, suitable acquisition candidates;

may not be able to obtain the necessary financing, on favorable terms or at all, to finance any or all of our potential acquisitions;

may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology, product or business.

may be unable to successfully integrate acquisitions, which may adversely impact our operations.

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an acquisition include, among other things:

issues in integrating the

target company’s technologies, products or businesses with ours;

incompatibility of marketing

and administration methods;

maintaining employee morale

and retaining key employees;

integrating the cultures

of our companies;

preserving important strategic

customer relationships;

consolidating corporate

and administrative infrastructures and eliminating duplicative operations;

coordinating and integrating

geographically separate organizations.

in integrating the target company’s technologies, products or businesses with ours;

incompatibility

of marketing and administration methods;

employee morale and retaining key employees;

the cultures of our companies;

important strategic customer relationships;

consolidating

corporate and administrative infrastructures and eliminating duplicative operations;

and integrating geographically separate organizations.

addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition,

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may cause us to:

issue common stock that

would dilute our current stockholders’ ownership percentage;

use a substantial portion

of our cash resources;

increase our interest expense,

leverage and debt service requirements if we incur additional debt to pay for an acquisition;

assume liabilities for

which we do not have indemnification from the former owners;

further, indemnification obligations may be subject to dispute or concerns

regarding the creditworthiness of the former owners;

record goodwill and non-amortizable

intangible assets that are subject to impairment testing and potential impairment charges;

experience volatility in

earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;

incur amortization expenses

related to certain intangible assets;

lose existing or potential

contracts as a result of conflict of interest issues;

become subject to adverse

tax consequences or deferred compensation charges;

incur large and immediate

become subject to litigation.

common stock that would dilute our current stockholders’ ownership percentage;

a substantial portion of our cash resources;

our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

liabilities for which we do not have indemnification from the former owners;

further, indemnification obligations may be subject

to dispute or concerns regarding the creditworthiness of the former owners;

goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;

volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;

amortization expenses related to certain intangible assets;

existing or potential contracts as a result of conflict-of-interest issues;

subject to adverse tax consequences or deferred compensation charges;

large and immediate write-offs;

subject to litigation.

resources may not be sufficient to manage our expected growth;

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employees are unable to achieve performance levels, our business, operating results and financial condition could be materially and adversely

will lose our entire investment in Alset Capital if it does not complete its initial business combination and our officers may have a

conflict of interest in determining whether a particular business combination target is appropriate for Alset Capital.

purchased, through the Sponsor, founder shares in Alset Capital for an aggregate purchase price of $25,000.

In connection with Alset

Capital’s initial public offering, we purchased, through the Sponsor, 473,750 private placement units at a price of $10.00 per

unit, for an aggregate purchase price of $4,737,500.

The founder shares and private placement units will be worthless if Alset Capital

does not complete an initial business combination.

In addition, the Sponsor may provide loans to Alset Capital.

The interests of our

officers and directors who also serve as officers and directors of Alset Capital may influence their motivation in identifying and selecting

a target business combination, completing an initial business combination and influencing the operation of the business following Alset

Capital’s initial business combination.

officers, including our Chairman, Chief Executive Officer Chan Heng Fai, will allocate some of their time to Alset Capital, thereby causing

potential conflicts of interest in their determination as to how much time to devote to our affairs.

This potential conflict of interest

could have a negative impact on our operations.

Chan, our Chairman and Chief Executive Officer, and Mr.

Wei, our Chief Financial Officer, also serve in these positions for Alset Capital,

Chan additionally also serves as a director of Alset Capital.

These officers may not commit their full time to our affairs, which

may result in a conflict of interest in allocating their time between our operations and Alset Capital’s operations.

These officers

are engaged in Alset Capital and are not obligated to contribute any specific number of hours per week to our affairs.

While we do not

believe that the time devoted to Alset Capital will undermine their ability to fulfill their duties with respect to our Company, if the

business affairs of Alset Capital require them to devote substantial amounts of time to such affairs, it could limit their ability to

devote time to our affairs which may have a negative impact on our operations.

Our officers will allocate some of their

time to other business ventures including but not limited to subsidiaries of our Company, thereby limiting the amount of time they are

able to devote to our affairs.

This potential time management conflict could have a negative impact on our operations.

Several of our officers and directors also serve as officers and directors of entities where we are the direct

or indirect majority stockholder, including but not limited to Alset International Limited, HWH International Inc., Liquidvalue Development

and Hapi Metaverse Inc.

In addition, some of our officers and directors also serve as officers and directors of other businesses,

including business that we hold a non-majority position in.

These officers may not commit their full time to our affairs, which may result

in a conflict of interest in allocating their time between our operations and the operations of our subsidiaries or other business ventures.

These officers are not obligated to contribute any specific number of hours per week to our affairs.

While we do not believe that the

time devoted to other affairs will undermine their ability to fulfill their duties with respect to our Company, if the business affairs

of our subsidiaries or other ventures require them to devote substantial amounts of time to such affairs, it could limit their ability

to devote time to our affairs which may have a negative impact on our operations.

officers, including our Chairman, Chief Executive Officer Chan Heng Fai, will allocate some of their time to HWH International Inc.,

thereby causing potential conflicts of interest in their determination as to how much time to devote to our affairs.

This potential conflict

of interest could have a negative impact on our operations.

Wei, our Chief Financial Officer, also serves in this position for HWH International Inc., and Mr.

Chan, our Chairman, serves as a director

of HWH International.

These officers may not commit their full time to our affairs, which may result in a conflict of interest in allocating

their time between our operations and HWH International’s operations.

These officers are engaged in HWH International and are not

obligated to contribute any specific number of hours per week to our affairs.

While we do not believe that the time devoted to HWH International

will undermine their ability to fulfill their duties with respect to our Company, if the business affairs of HWH International require

them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs which may have

a negative impact on our operations.

international operations are subject to increased risks which could harm our business, operating results and financial condition.

addition to uncertainty about our ability to expand our international market position, there are risks inherent in doing business internationally,

trade barriers, tariffs

and changes in trade regulations;

difficulties in developing,

staffing and simultaneously managing a large number of varying foreign operations as a result of distance, language and cultural

the need to comply with

varied local laws and regulations;

longer payment cycles;

possible credit risk and

higher levels of payment fraud;

profit repatriation restrictions

and foreign currency exchange restrictions;

political or social unrest,

economic instability or human rights issues;

geopolitical events, including

acts of war and terrorism;

import or export regulations;

compliance with U.S.

(such as the Foreign Corrupt Practices Act), and local laws prohibiting corrupt payments to government officials;

laws and business practices

that favor local competitors or prohibit foreign ownership of certain businesses;

different and more stringent

data protection, privacy and other laws.

barriers, tariffs and changes in trade regulations;

in developing, staffing and simultaneously managing a large number of varying foreign operations as a result of distance, language

and cultural differences;

need to comply with varied local laws and regulations;

payment cycles;

credit risk and higher levels of payment fraud;

repatriation restrictions and foreign currency exchange restrictions;

or social unrest, economic instability or human rights issues;

events, including acts of war and terrorism;

or export regulations;

laws (such as the Foreign Corrupt Practices Act), and local laws prohibiting corrupt payments to government officials;

and business practices that favor local competitors or prohibit foreign ownership of certain businesses;

and more stringent data protection, privacy and other laws.

failure to manage any of these risks successfully could harm our international operations and our overall business, and results of our

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of regulatory requirements under the Investment Company Act that impose, among other things:

limitations on capital

restrictions on specified

prohibitions on transactions

with affiliates;

compliance with reporting,

record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

on capital structure;

on specified investments;

on transactions with affiliates;

with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating

the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:

pursuant to Section 3(a)(1)(A),

is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or

trading in securities (the “primarily engaged test”);

pursuant to Section 3(a)(1)(C),

is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or

proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets

(exclusive of United States government securities and cash items) on an unconsolidated basis (the “40% asset test”).

“Investment securities” exclude United States government securities and securities of majority-owned subsidiaries that

are not themselves investment companies and are not relying on the exception from the definition of investment company under Section

3(c)(1) or Section 3(c)(7) (relating to private investment companies).

to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,

reinvesting or trading in securities (the “primarily engaged test”);

to Section 3(a)(1)(C), is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in

securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such

issuer’s total assets (exclusive of United States government securities and cash items) on an unconsolidated basis (the “40%

asset test”).

“Investment securities” exclude United States government securities and securities of majority-owned

subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment

company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

we nor any of our majority-owned and/or controlled subsidiaries should be required to register as an investment company under either

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a court required enforcement and a court could appoint a receiver to take control of our company and liquidate our business.

we are deemed to be an investment company under the Investment Company Act, including due to our sponsorship of the Alset Capital Acquisition

Corp., our stockholders’ investment return may be reduced.

are not registered as an investment company under the Investment Company Act of 1940, based on exceptions we believe are available

Our investment in the Alset Capital Acquisition Corp.

discussed above could give rise to a determination that we are an

investment company subject to registration under the Investment Company Act.

We intend to conduct our operations so that we will not

be deemed to be an investment company.

The Alset Capital Acquisition Corp.

initial public offering registration statement and related prospectus includes an

exception permitting us to transfer our ownership in the founder shares at any time to the extent that we determine, in good faith,

that such transfer is necessary to ensure that we comply with the Investment Company Act.

we do not adequately protect our intellectual property rights, we may experience a loss of revenue and our operations may be materially

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In particular, as an emerging growth company, we:

are not required to obtain

an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting

pursuant to the Sarbanes-Oxley Act;

are not required to provide

a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements

fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

are not required to obtain

a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to

as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

are exempt from certain

executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

may present only two years

of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition

and Results of Operations, or MD&A;

are eligible to claim longer

phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over

financial reporting pursuant to the Sarbanes-Oxley Act;

not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing

how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements

(commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis

of Financial Condition and Results of Operations, or MD&A;

eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the

intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the

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a public company, we incur significant legal, insurance, accounting and other expenses that we did not incur as a private company.

The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq Capital Market listing requirements and

other applicable securities rules and regulations impose various requirements on public companies.

Our management and administrative

staff need to devote a substantial amount of time to comply with these requirements.

For example, in connection with becoming a

public company, we will need to adopt additional internal controls and disclosure controls and procedures and bear all of the internal

and external costs of preparing periodic and current public reports in compliance with our obligations under the securities laws.

intend to commit resources to comply with evolving laws, regulations and standards, and this commitment will result in increased general

and administrative expenses and may divert management’s time and attention away from product development activities.

reason our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing

bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq Capital Market listing requirements and other

applicable securities rules and regulations impose various requirements on public companies.

Our management and administrative staff

need to devote a substantial amount of time to comply with these requirements.

For example, in connection with becoming a public company,

we will need to adopt additional internal controls and disclosure controls and procedures and bear all of the internal and external costs

of preparing periodic and current public reports in compliance with our obligations under the securities laws.

We intend to commit resources

to comply with evolving laws, regulations and standards, and this commitment will result in increased general and administrative expenses

and may divert management’s time and attention away from product development activities.

If for any reason our efforts to comply

with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities

may initiate legal proceedings against us and our business may be harmed.

Additionally,

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over financial reporting commencing with our second annual report.

This assessment needs to include the disclosure of any material

weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting

To achieve compliance with Section 404 within the prescribed period, we are engaged in a costly and challenging process to

document and evaluate our internal control over financial reporting.

In this regard, we need to continue to dedicate internal resources,

potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our internal control over

financial reporting.

We also need to continue to improve our control processes as appropriate, validate through testing that our

controls are functioning as documented and implement a continuous reporting and improvement process for our internal control over financial

Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that

our internal control over financial reporting is effective as required by Section 404.

This assessment needs to include the disclosure of any material weaknesses

in our internal control over financial reporting identified by our management or our independent registered public accounting firm.

achieve compliance with Section 404 within the prescribed period, we are engaged in a costly and challenging process to document and

evaluate our internal control over financial reporting.

In this regard, we need to continue to dedicate internal resources, potentially

engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our internal control over financial

We also need to continue to improve our control processes as appropriate, validate through testing that our controls are functioning

as documented and implement a continuous reporting and improvement process for our internal control over financial reporting.

our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control

over financial reporting is effective as required by Section 404.

we are unable to address the weaknesses in our internal control over financial reporting, investors may lose confidence in our company

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have identified material weaknesses in our internal control over financial reporting.

If we do not remediate the material weaknesses in our internal control

over financial reporting, we may not be able to accurately report our financial results or file our periodic reports in a timely manner,

which may cause investors to lose confidence in our reported financial information and may lead to a decline in the market price of our

common stock.

If we do not remediate the material weaknesses

in our internal control over financial reporting, we may not be able to accurately report our financial results or file our periodic

reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline

in the market price of our common stock.

business is subject to reporting requirements that continue to evolve and change, which could continue to require significant compliance

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in the market price of our common stock include the following:

quarterly variations in

our results of operations;

results of operations that

vary from the expectations of securities analysts and investors;

results of operations that

vary from those of our competitors;

changes in expectations

as to our future financial performance, including financial estimates by securities analysts;

publication of research

reports about us or the industries in which we participate;

announcements by us or

our competitors of significant contracts, acquisitions or capital commitments;

announcements by third

parties of significant legal claims or proceedings against us;

changes affecting the availability

of financing for smaller publicly traded companies like us;

regulatory developments

in the real estate, digital transformation technology or biohealth businesses;

significant future sales

of our common stock, and additions or departures of key personnel;

the realization of any

of the other risk factors presented in this Report;

general economic, market

and currency factors and conditions unrelated to our performance.

variations in our results of operations;

of operations that vary from the expectations of securities analysts and investors;

of operations that vary from those of our competitors;

in expectations as to our future financial performance, including financial estimates by securities analysts;

of research reports about us or the industries in which we participate;

announcements

by us or our competitors of significant contracts, acquisitions or capital commitments;

announcements

by third parties of significant legal claims or proceedings against us;

changes affecting the availability of financing for smaller publicly traded companies like us;

developments in the real estate, digital transformation technology or biohealth businesses;

future sales of our common stock, and additions or departures of key personnel;

realization of any of the other risk factors presented in this Report;

economic, market and currency factors and conditions unrelated to our performance.

addition, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate

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future acquisitions.

of March 31, 2023, we have 250,000,000 shares of common stock authorized, and 9,235,119 shares of common stock outstanding.

Of these shares, 6,077,357 shares are freely tradable.

of April 1, 2024, we have 250,000,000 shares of common stock authorized, and 9,235,119 shares of common stock outstanding.

shares, 6,077,357 shares are freely tradable.

securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they

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These provisions

authorize the issuance

of “blank check” preferred stock that could be issued by our board of directors to help defend against a takeover attempt;

establish that advance

notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings will be

as provided in the bylaws;

provide that stockholders

are only entitled to call a special meeting upon written request by 50% of the outstanding common stock.

the issuance of “blank check” preferred stock that could be issued by our board of directors to help defend against a

takeover attempt;

that advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings

will be as provided in the bylaws;

that stockholders are only entitled to call a special meeting upon written request by 50% of the outstanding common stock.

addition, Section 21.606 of the Texas Business Organizations Code prohibits large stockholders, in particular those owning 20% or more

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of ownership of our common stock by our principal stockholder will limit new investors from influencing significant corporate decisions.

of March 31, 2023, our principal stockholder Chan Heng Fai owns approximately 51.1% of our outstanding shares of common stock.

of April 1, 2024, our principal stockholder Chan Heng Fai owns approximately 53.5% of our outstanding shares of common stock.

be able to make decisions such as (i) making amendments to our certificate of incorporation and bylaws, (ii) whether to issue additional

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or plans to issue any such shares in the future.

Unresolved Staff Comments.

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

What changed 10-K

Item 1A. Risk Factors