What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-03-31 · 1032 added, 1072 removed, 1472 unchanged (59% of the section changed)

3 unchanged sentences

31, 2023 and 2022

Reports of Independent Registered Public Accounting Firms (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets at December 31, 2023 and 2022

5 unchanged sentences

the Board of Directors and Stockholders of

and Subsidiaries, formerly known as Alset eHome International Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Alset Inc.

and subsidiaries, formerly known as Alset eHome International

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

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

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

In our opinion, the consolidated

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

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

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

We have audited the accompanying consolidated balance sheets of Alset Inc.

and Subsidiaries, (the “Company”) as of December

31, 2023, and 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity,

and cash flows for each of the years in the two-year period ended December 31, 2023 and 2022, and the related notes (collectively referred

to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the

years for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted

in the United States of America.

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

22 unchanged sentences

free market dealings may not exist.

have served as the Company’s auditor since 2022.

& Co., CPAs, P.C.

We have served as the Company’s auditor since 2022.

Jericho, New York

April 1, 2024

and Subsidiaries

3 unchanged sentences

Current Assets:

Cash and cash equivalents

Restricted Cash

Account Receivables, Net

Other Receivables

Note Receivables - Related Parties

Prepaid Expense

Other Receivables, Net

Note Receivables - Related Parties, Net

Convertible Note Receivables at Fair Value – Related Party

Prepaid Expenses

Investment in Securities at Fair Value

1 unchanged sentence

Investment in Securities at Cost

Investment in Securities at Equity Method

Investment in Equity Method Securities

Total Current Assets

1 unchanged sentence

Properties under Development

Operating Lease Right-Of-Use Asset

Operating Lease Right-Of-Use Assets, net

Other Receivables, Net - Long Term

Cash and Marketable Securities Held in Trust Account

Property and Equipment, Net

4 unchanged sentences

Accounts Payable and Accrued Expenses

Deferred Underwriting Compensation

Deferred Revenue

Builder Deposits

Operating Lease Liability

Notes Payable

Operating Lease Liabilities - current

Notes Payable - current

Notes Payable - Related Parties

Notes Payable

Total Current Liabilities

Long-Term Liabilities:

Operating Lease Liability

Operating Lease Liabilities - noncurrent

Notes Payable - noncurrent

Total Liabilities

Temporary Equity

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

1,976,036 shares at approximately $ 10.35 per share as of December 31, 2023

Stockholders’ Equity:

1 unchanged sentence

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

Common Stock, $ 0.001

250,000,000 shares

7,422,846 and 4,368,422

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

Common Stock, $ 0.001 par value;

250,000,000 shares authorized;

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

Additional Paid in Capital

10 unchanged sentences

$ 153,490,336

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

accompanying notes to condensed consolidated financial statements.

accompanying notes to consolidated financial statements.

and Subsidiaries

1 unchanged sentence

the Years Ended December 31, 2023 and 2022

Digital Transformation Technology

Digital Transformation Technology - related party

Total Revenue

2 unchanged sentences

General and Administrative

Impairment of Note Receivables- Related Party and Investment

Total Operating Expenses

Operating Losses from Operations

Loss from Operations

( 2,872,654 )

2 unchanged sentences

Interest Income

Interest Income – Related Party

Interest Income

Interest Expense

Foreign Exchange Transaction (Loss) Gain

Unrealized Loss on Securities Investment

( 7,794,139 )

Foreign Exchange Transaction Loss

Unrealized Gain (Loss) on Securities Investment

( 7,794,139 )

5 unchanged sentences

( 7,308,580 )

Loss on Investment on Security by Equity Method

Finance Costs

Loss on Equity Method Investment

( 24,483,374 )

Loss on Consolidation of Alset Capital Acquisition

( 21,657,036 )

Finance Costs

Total Other Expense, Net

1 unchanged sentence

( 39,123,131 )

Net Loss Income Before Income Taxes

Net Loss Before Income Taxes

( 61,186,383 )

9 unchanged sentences

$ ( 40,490,938 )

Other Comprehensive Loss, Net

Unrealized Gain (Loss) on Securities Investment

Foreign Currency Translation Adjustment

( 46,212,505 )

Comprehensive Loss

Other Comprehensive Loss

Unrealized Income on Securities Investment

Foreign Currency Translation Adjustment

Total Comprehensive Loss

( 61,580,312 )

( 45,664,027 )

Comprehensive Loss Attributable to Non-controlling Interests

Less Comprehensive Loss Attributable to Non-controlling Interests

( 2,393,093 )

( 5,697,366 )

Comprehensive Loss Attributable to Common Stockholders

Total Comprehensive Loss Attributable to Common Shareholders

( 59,187,219 )

2 unchanged sentences

Weighted Average Common Shares Outstanding - Basic and Diluted

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

reverse stock split on December 28, 2022

accompanying notes to condensed consolidated financial statements.

accompanying notes to consolidated financial statements.

and Subsidiaries

Statements of Stockholders’ Equity

For Two Year Period Ended December 31, 2022

Comprehensive

Stockholders’

A Preferred Stock

B Preferred Stock

Comprehensive

Stockholders’

at January 1, 2021 (As Restated)

$ 102,729,944

$ ( 44,910,297 )

of Common Stock

Common Stock to Series A Preferred Stock

( 6,380,000 )

Related Party Note Payable to Series B Preferred Stock

Preferred Stock Series A and B to Common Stock

under Common Control

( 57,190,499 )

of Vivacitas to Related Party

Stock of True Partner from Related Party

Conversion Feature Intrinsic Value, Net

Related Party Note Payable to Common Stock

Issuance of Stock

from Selling Subsidiary Equity

in Non-Controlling Interest

( 5,729,539 )

( 4,864,046 )

( 2,199,990 )

Deconsolidate

American Pacific Bancorp

American Premium Water Warrant to Purchase Stock

in Unrealized Loss on Investment

Currency Translations

( 2,625,912 )

( 1,349,054 )

( 3,974,966 )

to Non-Controlling Shareholders

( 2,549,750 )

( 103,323,176 )

( 15,694,415 )

( 119,017,591 )

at January 1, 2022

$ 296,181,977

$ ( 148,233,473 )

Two Year Period Ended December 31, 2023

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Non-Controlling Interests

Stockholders’ Equity

Series A Preferred Stock

Series B Preferred Stock

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Non-Controlling Interests

Stockholders’ Equity

Balance at January 1, 2022

$ 296,181,977

2 unchanged sentences

$ 170,289,786

Issuance of Common Stock by Exercising Warrants

Issuance of Common Stock to Purchase Alset International Stock

Convert Related Party Note to Common Stock

Reverse Stock Split 1 for 20

( 141,084,342 )

Deconsolidate Alset Capital Acquisition

Gain from Purchase of DSS Stock

Beneficial Conversion Feature Intrinsic Value, Net

Change in Non-Controlling Interests

( 7,227,120 )

of Common Stock by Exercising Warrants

of Common Stock to Purchase Alset International Stock

Related Party Note to Common Stock

Stock Split 1 for 20

Change in Unrealized Loss on Investment

Gain from Purchasing Value Exchange Stock from Related Party

Foreign Currency Translations

( 40,490,938 )

Deconsolidate

Alset Capital Acquisition

from Purchase of DSS Stock

Conversion Feature Intrinsic Value, Net

in Non-Controlling Interests

( 40,490,938 )

in Unrealized Loss on Investment

from Purchasing Value Exchange Stock from Related Party

Currency Translations

( 5,721,567 )

( 46,212,505 )

Balance at December 31, 2022

( 188,724,411 )

at December 31, 2022

Issuance of Common Stock

Acquisition of Hapi Travel Limited under Common Control

Foreign Currency Translations

Change in Non-Controlling Interests

Gain from Conversion of VEII Promissory Note to Stock and Warrants

( 58,946,381 )

2 unchanged sentences

( 61,278,733 )

Balance at December 31, 2023

$ 332,455,457

2 unchanged sentences

$ ( 247,885,656 )

See accompanying notes to condensed consolidated financial statements.

accompanying notes to consolidated financial statements.

and Subsidiaries

Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

the Years Ended December 31, 2023 and 2022

Cash Flows from Operating Activities

2 unchanged sentences

$ ( 46,212,505 )

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

Amortization of Right-Of-Use Asset

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

Non-Cash Lease Expenses

Amortization of Debt Discount

Share-based Compensation and Expense

Impairment of Promissory Note

Foreign Exchange Transaction Loss (Gain)

Loss on Consolidation of Alset Capital Acquisition Corp.

Impairment of Convertible Note Receivable- Related Party, and Equity Method Investment

Foreign Exchange Transaction Loss

Unrealized (Gain) Loss on Securities Investment

( 6,607,215 )

Unrealized Loss on Securities Investment

Unrealized Loss on Securities Investment - Related Party

Realized Loss on Securities Investment

Loss on Exchange of Investment Securities

(Gain) Loss on Exchange of Investment Securities

PPP Loan Forgiveness

2 unchanged sentences

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities

Changes in Operating Assets and Liabilities, net of acquisitions

( 8,241,487 )

Real Estate Reimbursement Receivable

( 6,707,079 )

Account Receivables

2 unchanged sentences

( 7,510,442 )

( 14,426,785 )

Accounts Payable and Accrued Expenses

2 unchanged sentences

Deferred Revenue

Operating Lease Liabilities

( 1,124,401 )

Operating Lease Liability

Builder Deposits

( 1,230,783 )

Net Cash Used in Operating Activities

( 31,855,435 )

Net Cash Provided by (Used in) Operating Activities

( 31,855,435 )

Cash Flows from Investing Activities

Purchase of Fixed Assets

Purchase of Property and Equipment

Purchase of Real Estate Properties

( 6,057,493 )

( 25,362,146 )

Real Estate Improvements

Purchase of Real Estate Improvements

Purchase of Investment Securities

( 8,429,620 )

( 19,390,318 )

Proceeds from Investment Securities

Sales of Investment Securities to Related Party

Cash Loss of Deconsolidation of American Pacific Bancorp Inc.

( 1,235,953 )

Proceeds from Sale of Investment Securities

Issuing Loan Receivable - Related Party

6 unchanged sentences

Proceeds from Common Stock Issuance

Proceeds from Exercise of Subsidiary Warrants

Proceeds from Sale of Subsidiary Shares

Dividend Paid on Subsidiary Preferred Stock

Borrowing from PPP Loan

Borrowing from a Commercial Loan

Distribution to Non-controlling Interest Shareholders

( 2,549,750 )

Deemed Distribution to Shareholder

Repayment to Notes Payable

Proceeds from Note Payable - Related Parties

Repayment to Notes Payable - Related Parties

( 7,057,324 )

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Restricted Cash

( 40,920,995 )

Effects of Foreign Exchange Rates on Cash

Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash

( 40,920,995 )

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

( 1,359,281 )

Cash and Restricted Cash - Beginning of Year

and Restricted Cash- End of Year

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

Cash and Cash Equivalents and Restricted Cash- End of Year

Cash and Cash Equivalents

Restricted Cash

Total Cash and Restricted Cash

Total Cash and Cash Equivalents and Restricted Cash

Supplementary Cash Flow Information

2 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Unrealized Gain (Loss) on Investment

Unrealized Gain on Investment

Initial Recognition of ROU / Lease Liability

Acquiring True Partner Stock by Issuing Promissory Note

Sale of Investment in Vivacitas to Related Party

Deconsolidate Alset Capital Acquisition

Deconsolidation of Alset Capital Acquisition

Intrinsic Value of BCF

$ ( 50,770,192 )

Issuance of Stock by Exercising Warrants

Transactions under Common Control

Convert Related Party Note Payable to Common Stock

Deconsolidate American Pacific Bancorp Inc.

Gain from Exercise of American Premium Water Warrant

Purchase of Fixed Asset by Issuing Promissory Note

accompanying notes to condensed consolidated financial statements.

Conversion of Related Party Note Payable to Common Stock

Conversion of VEII Note Receivable to Common Stock

Gain from Conversion of VEII Promissory Note to Stock and Warrants

accompanying notes to consolidated financial statements.

and Subsidiaries

22 unchanged sentences

a 100 % interest in Alset Business Development Pte.

(“Alset Business Development, formerly known as Hengfai Business

Development Pte.

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

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

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

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

On December 31, 2022 and 2021,

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

On December 31, 2023,

the Company held 2,984,493,265 shares of Alset International, which is the primary operating company of AEI.

The Company held 2,983,918,265

shares of Alset International on December 31, 2022.

On December 31, 2023 and 2022, the Company’s ownership of Alset International

was 85.5 % and 85.4 %, respectively.

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

7 unchanged sentences

surrendered 50 shares of our common stock to the treasury of our Company, and all such shares were cancelled.

November 24, 2020 the Company held its initial public offering and the Company’s common stock began trading on Nasdaq Capital Market.

As a result, 108,000 shares were issued to public investors.

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

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

As a result of the offerings,

the Company issued a total of 3,374,624 shares to public investors.

The Company’s net proceeds from these offerings were approximately

$ 105 million.

November 24, 2020 the Company held its initial public offering and the Company’s common stock began trading on Nasdaq Capital

As a result, 108,000

shares were issued to public investors.

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

May 13, 2021, July 30, 2021, December 8, 2021, and February 8, 2023 the Company held follow up offerings of its common shares.

of the offerings, the Company issued a total of 5,101,897 shares to public investors.

The Company’s net proceeds from these offerings

were approximately $ 108 million.

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

18 unchanged sentences

The Company had a Special Meeting of Stockholders

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

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

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

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

The par value of the

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

The reverse stock split has been retroactively applied to

all financial statements presented.

to vote on the approval of this transaction on June 6, 2022.On December 6, 2022, the Company filed a Certificate of Amendment to the

Company’s Certificate of Formation with the Texas Secretary of State to effect a 1-for-20 reverse stock split .

The Reverse Stock

Split was effective as of December 28, 2022.

The par value of the common stock following the reverse stock split remains at $ 0.001 per

The reverse stock split has been retroactively applied to all financial statements presented.

June 14, 2023, the Company’s subsidiary completed acquisition of Hapi Travel Limited (“HTL”), an online travel business

started in Hong Kong and under common control of the Company.

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 fair values on the acquisition date.

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.

As a result of the acquisition of HTL, a

deemed dividend of $ 214,174 was generated as a result of the business combination, which represents the purchase price of $ 214,993 in

excess of identifiable equity.

common control transaction described above resulted in the following basis of accounting for the financial reporting periods:

acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent

a change in reporting entity.

acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50.

The Consolidated financial statements were not retrospectively adjusted for the acquisition

of HTL as of January 1, 2022 for comparative purposes because the historical operations of

HTL were deemed to be immaterial to the Company’s consolidated financial statements.

of December 31, 2023 and 2022, the total outstanding common shares of the Company were 9,235,119 and 7,422,846 , respectively.

2 unchanged sentences

Company’s real estate segment is comprised of LiquidValue Development Inc.

(“LiquidValue Development”) and SeD Perth

(“LiquidValue Development”).

2014, Alset International commenced operations developing property projects and participating in third-party property development projects.

LiquidValue Development Inc.

SeD Intelligent Home Inc.), a 99.9 %-owned subsidiary of Alset International, owns, operates and

manages real estate development projects with a focus on land subdivision developments and house rental projects.

LiquidValue Development Inc., a 99.9 %-owned subsidiary of Alset International, owns, operates and manages real estate development projects

with a focus on land subdivision developments and home rental projects.

activities are generally contracted out, including planning, design and construction, as well as other work with engineers, surveyors,

2 unchanged sentences

LiquidValue Development’s

primary real estate projects are two subdivision development projects, one near Houston, Texas, known as Black Oak, currently projected

to have approximately 550-600 units, and one in Frederick, Maryland, known as Ballenger Run, consisting of 197 acres and currently projected

primary real estate project is a subdivision development project near Houston, Texas, known as Lakes at Black Oak, currently projected

to have approximately 550-600 units.

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

different communities.

The Company intends to rent these homes.

LiquidValue Development pursued this new endeavor in part to improve

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

We intend to develop our subsidiary American

Home REIT Inc.

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

2022, Company’s subsidiaries purchased from builders 132 homes in different communities in Texas.

The Company rents these homes

The Company pursued this new endeavor in part to improve cash flow and smooth out the inconsistencies of income in residential

land development.

In 2023 our direct subsidiary American Home REIT Inc.

was the owner of most of our single-family rental homes.

Transformation Technology

27 unchanged sentences

HWH World recognized $ 12,758 and $ 753,651 in revenue in the years ended December 31, 2023 and 2022, respectively.

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

All deferred revenue came from unrecognized

of December 31, 2023 and 2022, the deferred revenue from biohealth segment was $ 0 and $ 21,198 , respectively.

All this deferred revenue

came from unrecognized sales.

Business Activities

8 unchanged sentences

and food and beverage part of HWH International Inc.

The Company, through Alset F&B One Pte.

Company, through Alset F&B One Pte.

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

3 unchanged sentences

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

The Company, through Hapi Café Inc.

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

are located in Singapore and South Korea.

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

Limited (“HCSG”)

in Singapore and Hapi Café Korea Inc.

Company, through Hapi Café Inc.

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

located in Singapore and South Korea.

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

Limited (“HCSG”) in Singapore and Hapi Café

(“HCKI”) in Seoul, South Korea.

Hapi Cafes are distinctive lifestyle café

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

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

Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize

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

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

recent months the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering

Management Co., Ltd.

and GuangZhou Leyouyou Catering Management Co., Ltd in the People’s Republic of China.

The three companies

will be principally engaged in the food and beverage business in Mainland China.

Additionally,

through its subsidiary MOC HK Limited, the Company is focusing on operating café business in Hong Kong.

the years ended on December 31, 2023 and 2022, the revenue from the other business activities described above was approximately $ 1,083,971

15 unchanged sentences

Name of subsidiary consolidated under AEI

incorporation or

incorporation or organization

December 31, 2023

14 unchanged sentences

Alset F&B One Pte.

Global TechFund of Fund Pte.

Singapore eChainLogistic Pte.

BMI Capital Partners International Limited

29 unchanged sentences

HWH International, Inc.

United States of America

Delaware, United States of America

Health Wealth & Happiness Inc.

13 unchanged sentences

HWH World Inc.

Alset BioHealth Pte.

Alset Energy Pte.

Alset Energy Inc.

GDC REIT Inc.)

Alset Payment Inc.)

United States of America

Alset World Pte.

BioHealth Water Inc.

11 unchanged sentences

Hapi Cafe Inc.

United States of America

Nevada, United States of America

Global Solar REIT Inc.

United States of America

Alset Capital Inc.

OpenBiz Inc.)

United States of America

1 unchanged sentence

United States of America

True Partner International Limited

LiquidValue Development Pte.

7 unchanged sentences

HWH World Inc.

United States of America

Delaware, United States of America

Alset F&B Holdings Pte.

Credas Capital Pte.

Credas Capital GmbH

Smart Reward Express Limited

Partners HWH Pte.

AHR Texas Two, LLC

19 unchanged sentences

Alset Capital Acquisition Corp.

United States of America

(now known as HWH International Inc.)

Delaware, United States of America

Alset Spac Group Inc.

2 unchanged sentences

Hapi WealthBuilder Pte.

Alset eVehicle Pte.

Alset Mining Pte.

1 unchanged sentence

HWH International Inc.

United States of America

Nevada, United States of America

Hapi Cafe SG Pte.

1 unchanged sentence

United States of America

HWH Merger Sub, Inc.

United States of America

Alset Home REIT Inc.

1 unchanged sentence

Hapi Metaverse Inc.

United States of America

Texas, United States of America

Hapi Cafe Limited

3 unchanged sentences

Alset F&B (PLQ) Pte.

NewRetail-AI Inc.

United States of America

Hapi Acquisition Pte.

Hapi Travel Limited

Shenzhen Leyouyou Catering Management Co., Ltd.

Dongguan Leyouyou Catering Management Co., Ltd.

GuangZhou Leyouyou Catering Management Co., Ltd

Robot Ai Trade Pte.

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

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

During the year ended December 31, 2023, the Company disposed of few subsidiaries which had no or very minimal activities.

The disposal of these entities had immaterial effect on the Company’s consolidated financial statements.

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

13 unchanged sentences

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

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

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

The Company makes appropriate adjustments once the assessment

from the county is received.

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

land and building based on the data of similar properties.

The Company makes appropriate adjustments once the assessment from the county

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

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

and $ 821,417

between building and land, respectively.

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

respectively.

between Entities under Common Control

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

and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”)

to purchase 1,500,000,000 shares of Alset International Limited, which was valued at $ 28,363,966 ;

(ii) purchase of all of the issued

and outstanding stock of LiquidValue Development Pte Ltd.

(“LVD”), which was valued at $ 173,395 ;

(iii) purchase of 62,122,908

ordinary shares in True Partner Capital Holding Limited (HKG:

8657) (“True Partner”), which was valued at $ 6,729,629 ;

(iv) purchase of 4,775,523 shares of the common stock of American Pacific Bancorp Inc.

(“APB”), which was valued at $ 28,653,138 .

The total amount of above four transactions was $ 63,920,129 , payable on the Closing Date by the Company, in the convertible promissory

notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval,

shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), par value $ 0.001 per share, at

the conversion price of AEI’s Stock Market Price.

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

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

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

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

agreement to acquire 3,500,001 common shares of HengFeng Finance Limited (“HFL”), representing 100 % of the common shares

of HFL, in consideration for $ 1,500,000 , to be satisfied by the issuance and allotment of 250,000 shares of the Class A Common Stock

of American Pacific Bancorp.

HFL is incorporated in Hong Kong with limited liability.

The principal activities of HFL are money lending,

securities trading and investment.

This transaction closed on April 21, 2021.

This transaction between the Company and Chan Heng Fai

is under common control of Chan Heng Fai.

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

acquisition of the Warrants and True Partner stock were accounted for prospectively as of March 12, 2021 and they did not represent

a change in reporting entity.

acquisition of LVD, APB and HFL was under common control and was consolidated in accordance with ASC 850-50.

The consolidated financial

statements were retrospectively adjusted for the acquisition of LVD, APB and HFL, and the operating results of LVD, APB and HFL as

of January 1, 2020 for comparative purposes.

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

The Beneficial Conversion Feature (“BCF”) intrinsic value

was $ 50,770,192 for the four convertible promissory notes and was recorded as debt discount of convertible notes after these transactions.

The debt discount attributable to the BCF is amortized over period from issuance to the date that the debt becomes convertible using

the effective interest method.

If the debt is converted, the discount is amortized to finance cost in full immediately.

On May 13, 2021

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

stock and 458,198 shares of common stock of the Company.

On December 31, 2023

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

During the years 2023 and 2022, the Company

adjusted depreciation expenses of $ 17,525 and $ 197,609 , respectively.

and Cash Equivalents

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31, 2023 and 2022.

a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company is required

to maintain a minimum of $ 2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans.

fund is required to remain as collateral for the loan until the loan is paid off in full and the loan agreement terminated.

also has an escrow account with M&T Bank to deposit a portion of cash proceeds from lot sales.

The fund in the escrow account is

specifically used for the payment of the loan from M&T Bank.

The fund is required to remain in the escrow account for the loan payment

until the loan agreement terminates.

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

As of December

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

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

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

As of December

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

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

a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was

required to maintain a minimum of $ 2,600,000

in an interest-bearing account maintained by the lender as additional security for the loans.

The fund was required to remain as

collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan

agreement is terminated.

The loan has expired during 2022 and only letters of credit were outstanding as of December 31, 2023 and

On March 15, 2022 approximately $ 2,300,000 was released from collateral.

On December 14, 2023 additional $ 201,751 was released

from collateral.

As of December 31, 2023 and 2022, the total balance of this account was $ 107,767

and $ 309,219 ,

respectively.

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

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that brokerage account was $ 859,799 and $ 385,304 , respectively.

Receivables and Allowance for Doubtful Accounts

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

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

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

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

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

On a quarterly basis, the Company

uses its historical experience to estimate its allowance for doubtful account receivables.

The Company’s allowance for doubtful

accounts represents an estimate of the losses expected to be incurred based on specifically identified accounts as well as nonspecific

amount, when determined appropriate.

Generally, the amount of the allowance is primarily decided by division management’s historical

experience, the delinquency trends, the resolution rates, the aging of receivables, the credit quality indicators and financial health

of specific customers.

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

Receivables and Allowance for Credit Losses

Account receivables is recorded at invoiced amounts net of an allowance for credit losses and do not bear interest.

The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing

accounts receivable.

The measurement and recognition of credit losses involves the use of judgment.

Management’s assessment of expected

credit losses includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s

customers (including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations,

customer creditworthiness, and the existence of sources of payment The Company also establishes an allowance for credit losses for specific

receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated.

Accounts receivable

considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery

is considered remote.

As of December 31, 2023 and 2022, the allowance for credit losses was an immaterial amount.

The Company does not

have any off-balance sheet credit exposure related to its customers.

As of December 31, 2023 and 2022, the balance of account receivables

was $ 77,517 and $ 46,522 , respectively.

receivables include developer reimbursements for Lakes at Black Oak project.

The Company records an allowance for credit losses based

on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the

third-party engineering company and Moody’s credit ratings.

The allowance amount for these reimbursements was immaterial at December

are stated at the lower of cost or net realizable value.

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goods from subsidiaries of HWH International Inc.

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

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

and Hapi Metaverse Inc.

The Company continuously evaluates the need for reserve for

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

Securities at Fair Value

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at the close of the reporting period.

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

Partner”) are publicly traded companies.

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

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

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

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

Amarantus BioScience Holdings (“AMBS”) and Holista CollTech Limited (“Holista”)

are publicly traded companies.

The Company does not have significant influence over AMBS and Holista, as the Company holds approximately

4.3 % and 13 % of the common shares of AMBS and Holista, respectively.

April 12, 2021 the Company acquired 6,500,000 common shares of Value Exchange International, Inc.

(“Value Exchange International”

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

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

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

After the transaction the Company owns approximately

or “VEII”), an OTC listed company, for an aggregate subscription price of $ 650,000 .

On October 17, 2022 the Company purchased

additional 7,276,163 common shares of Value Exchange International for an aggregate purchase price of $ 1,743,734 .

On September 6, 2023

the Company converted $ 1,300,000 of VEII loan into 7,344,632 common shares.

After these transactions the Company owns approximately 48.7 %

of Value Exchange International and exercises significant influence over it.

Our Chief Executive Officer, Chan Heng Fai, is also

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

Additionally, certain members

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

The stock’s fair value is determined by quoted stock

Our Chief Executive Officer, Chan Heng Fai, is also an owner

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

Additionally, certain members of our board

of directors serve as directors of Value Exchange International.

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

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

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

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

of accounting.

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

(“DSS”) and New

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

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

stock prices.

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

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

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”), 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.

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

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

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

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

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

Company has significant influence over NECV as the Company holds approximately 0.5 % of the common shares of NECV and one officer

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

Company has significant influence over Value Exchange International as the Company holds approximately 48.7 % of the common shares

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

of Directors of VEII.

In addition to Mr.

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

are also members of the

Board of Directors of VEII (Wong Shui Yeung and Wong Tat Keung).

Company has significant influence over SHRG as the Company holds approximately 33.4 % of the common shares of SHRG, our CEO holds

a director position on SHRG’s Board of Directors and one of the officers of the Company is the CFO of SHRG.

Additionally, our

CEO is a significant stockholder of SHRG shares.

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

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owns approximately 15.8 % of AMRE.

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

offering by Vivacitas.

As of December 31, 2020, Vivacitas was a private company.

Based on management’s analysis, the fair value

of the Vivacitas stock option was $ 0 as of December 31, 2020.

On March 18, 2021 the Company sold the subsidiary holding the ownership

and stock option in Vivacitas to an indirect subsidiary of DSS.

For further details on this transaction, refer to Note 8 - Related Party

Transactions, Sale of Investment in Vivacitas to DSS .

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 December 31, 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 December 31, 2023.

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

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value of the investment.

Company had an equity holding in Vivacitas Oncology Inc.

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

We measure Vivacitas at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly

transactions for an identical or similar investment of the same issuer.

Our ownership in Vivacitas was sold on March 18, 2021 to DSS

for $ 2,480,000 .

The difference of $ 2,279,872 between the selling price and our original investment cost was recorded as additional paid

capital considering a related party transaction.

For further details on this transaction, refer to Note 8 – Related Party Transactions,

Sale of Investment in Vivacitas to DSS .

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

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(Thailand) Co., Ltd.) (“HWH World Co.”), a private company, at a purchase price of $ 42,562 .

The Company’s subsidiary

holding equity in HWH World Co.

was sold on December 31, 2023.

2021, the Company invested $ 19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18 % ownership.

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Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary.

Medical REIT Inc.

Asset Management Pte.

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

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

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

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

AMRE targets hospitals (both

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

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

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

over, owns 80.8% of AMRE.

(“LiquidValue”), a subsidiary of the Company owns 15.8 % of AMRE as of December 31, 2023, a company

concentrating on medical real estate.

AMRE acquires state-of-the-art, purpose-built healthcare facilities and leases them to leading

clinical operators with dominant market share under secure triple net leases.

AMRE targets hospitals (both Critical Access and Specialty

Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities.

Chan Heng Fai, our

CEO, is the executive chairman and director of AMRE.

DSS, of which we own 44.4 % and have significant influence over, owns 80.4 % of AMRE.

Therefore, the Company has significant influence on AMRE.

Pacific Bancorp, Inc.

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

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

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

APB was consolidated into the Company under common control

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

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

A Common Stock to DSS, Inc.

APB was consolidated into the Company under common control accounting

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

On September 8, 2021 APB sold 6,666,700 shares Series A Common

Stock to DSS, Inc.

for $ 40,000,200 cash.

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

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

Upon deconsolidation the Company elected

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

As a result of the deconsolidation, the Company

recognized gain of approximately $ 28.2 million.

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

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

Considering the transaction

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

From September 8 to December

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

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

below 50% to 41.3% (and subsequently to 36.9%) and the entity was deconsolidated in accordance with ASC 810-10.

Upon deconsolidation

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

During the year ended

December 31, 2023 the investment loss was $ 24,241,856 .

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

As of December 31,

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

December 31, 2023 and 2022, the investment in APB was $ 7,426,390 and $ 31,668,246 , respectively.

following table presents summarized unaudited financial information for APB.

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December 31, 2023

( 65,624,948 )

December 31, 2022

Capital Acquisition Corp.

February 3, 2022, Alset Capital Acquisition Corp.

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

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

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

The Company is majority

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

On February 3, 2022, the Sponsor purchased

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

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

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

After the Offering the Company holds 23.4 % of

Alset Capital.

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

In June 2022, the Company

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

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

the company held.

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

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

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

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

During the year ended December 31, 2022, the Company

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

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

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

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

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

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

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

converted into an investment in Ketomei.

June 10, 2021 the Company’s indirect subsidiary HCI-T lent $ 76,723 to Ketomei Pte.

On March 21, 2022

Hapi Cafe entered into an agreement pursuant to which the principal of the loan together with accrued interest were converted into an

investment in Ketomei.

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

After the conversion

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

After the conversion and fund investment

the Company now holds 28 % of Ketomei.

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

During the year

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

During the years ended December 31,

2023 and 2022 the investment gain was $ 36,438 and $ 48,916 loss, respectively.

Investment in Ketomei was $ 155,369 at December 31, 2022.

At December 31, 2023, the Company wrote off the investment in Ketomei of $ 121,471 , as the Company does not believe it will be able to

recover this investment.

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.

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 44.4% and have significant influence over, owns 80.1%

of Sentinel .

During the year ended December 31, 2023 the investment loss in Sentinel was $ 154,956 .

Investment in Sentinel was $ 124,763

at December 31, 2023.

in Debt Securities

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

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

a private company in South Korea.

The interest rate is 2 % per annum and maturity is two years .

February 26, 2021, the Company invested approximately $ 88,599

in the convertible note of Vector Com Co., Ltd

(“Vector Com”), a private company in South Korea.

The interest rate is 2 %

The conversion price is approximately $ 21.26

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As of December 31, 2023 and 2022, the Management estimated the fair value of the note to be $ 88,599

the initial transaction price.

and $ 77,307 ,

respectively.

Interest Entity

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of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the

World Company Limited

is a direct sales company in Thailand.

The Company has a 19 % ownership and lent a loan of $ 187,500 with zero interest and due

on demand, to HWH World Co.

The current level of equity in HWH World Co.

is not sufficient to permit to operate on its own without

additional subordinated financial support.

The Company has a variable interest in HWH World Co.

However, the Company is not deemed to

absorb losses or receive benefits that could potentially be significant to HWH World Co.

The Company does not also have the ultimate

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

the management.

The power to direct the activities are held by the manager in Thailand who owns 51 % of the HWH World Co.

Therefore, the

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

On December 31, 2022 and 2021 variable interest and amount

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

loss from non-consolidated VIE.

The Company applied ASC 321 and measured HWH World Co.

investment at cost, less any impairment, plus

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

Medical REIT Inc.

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

8 % per annum interest rate.

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

The $ 8,350,000

loan is due on November 29, 2023.

The Company has a variable interest in AMRE.

However, the Company is not deemed to absorb losses or

receive benefits that could potentially be significant to AMRE.

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

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

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

management team.

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

In March 2022, the Company

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

After the conversion

the Company owns 15.8 % of AMRE.

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

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

of DSS’s common stock.

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

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

in Statement of Operations.

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

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

Estate Assets

estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in

accordance with Financial Accounting Standards Board (“FASB”) ASC 805 - “Business Combinations”, which

acquired assets are recorded at fair value.

Interest, property taxes, insurance and other incremental costs (including salaries) directly

related to a project are capitalized during the construction period of major facilities and land improvements.

The capitalization period

begins when activities to develop the parcel commence and ends when the asset constructed is completed.

The capitalized costs are recorded

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

Company capitalized construction costs of approximately $ 3.2

million and $ 6.0 million

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

accordance with FASB ASC 805 - “Business Combinations”, which acquired assets are recorded at fair value.

property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction

period of major facilities and land improvements.

The capitalization period begins when activities to develop the parcel commence and

ends when the asset constructed is completed.

The capitalized costs are recorded as part of the asset to which they relate and are reduced

when lots are sold.

Company capitalized construction costs of approximately $ 1.2 million and $ 3.2 million for the years ended December 31, 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

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

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

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

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

aggregate purchase cost of $ 30,998,258 .

As of December 31, 2023 and 2022, the Company owned 132 homes.

The aggregate

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

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

All of 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

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

The Company purchases land and develops it for building into

residential communities.

The Company purchases land and develops it for building into residential

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

The builders enter a

sales contract with the Company before they take the lots.

The builders enter a sales contract

with the Company before they take the lots.

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

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

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

approximately 29 %

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

The builders do the

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

A detailed breakdown of the

five-step process for the revenue recognition of the Ballenger and Lakes at Black Oak projects, which represented approximately 82 % and

29 % of the Company’s revenue in the years ended December 31, 2023 and 2022, respectively, is as follows:

the contract with a customer.

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title is transferred.

Revenue is recognized at a point in time.

Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance

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

Deferred revenue relating to membership was $ 21,198

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

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

at December 31, 2023 and 2022, respectively.

Starting in 2020 the revenue from sale of membership declined to $ 0 in 2022.

is currently working on a new membership model.

and Beverage .

The Company, through Alset F&B One Pte.

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

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

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

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

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

The Company, through

Hapi Café Inc.

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

and South Korea.

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

Limited (“HCSG”) in Singapore and Hapi Café

(“HCKI”) in Seoul, South Korea.

The Company, through Alset F&B One and Alset F&B PLQ each acquired a restaurant franchise licenses at the end

of 2021 and 2022 respectively, both of which have since commenced operations.

These licenses will allow Alset F&B One and Alset F&B

PLQ each to operate a Killiney Kopitiam restaurant in Singapore.

Killiney Kopitiam, founded in 1919, is a Singapore-based chain of mass-market,

traditional kopitiam style service cafes selling traditional coffee and tea, along with a range of local delicacies such as Curry Chicken,

Laksa, Mee Siam, and Mee Rebus.

Company, through HCI-T, commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea.

cafes are operated by subsidiaries of HCI-T, namely HCSG in Singapore and HCKI in Seoul, South Korea.

Hapi Cafes are distinctive lifestyle

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

recent months the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering

Management Co., Ltd.

and GuangZhou Leyouyou Catering Management Co., Ltd in the People’s Republic of China.

The three companies

will be principally engaged in the food and beverage business in Mainland China.

Additionally,

through its subsidiary MOC HK Limited, the Company is focusing on operating café business in Hong Kong.

performance obligations.

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to non-employees for goods and services.

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

stock-based compensation expense.

During the years ended on December 31, 2023 and 2022, the Company recorded $ 0 as stock-based

compensation expense.

and reporting currency

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(the “reporting currency”).

functional and reporting currency of the Company is the United States dollar (“U.S.

The financial records of the

Company’s subsidiaries located in Singapore, Hong Kong, Australia and South Korea are maintained in their local currencies, the

Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”) and South Korean Won (“KRW”), which

are also the functional currencies of these entities.

functional and reporting currency of the Company is the United States dollar (“$”).

The financial records of the Company’s

subsidiaries located in Singapore, Hong Kong, Australia, South Korea and China are maintained in their local currencies, the Singapore

Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won (“KRW”) and Chinese Yuan (CN¥),

which are also the functional currencies of these entities.

in foreign currencies

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

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

The foreign currency transactional

gains and losses are recorded in operations.

year ended on December 31, 2022 and a $ 697,286 loss during the year ended on December 31, 2023.

The foreign currency transactional gains

and losses are recorded in operations.

of consolidated entities’ financial statements

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The Company’s entities with functional currency of Singapore Dollar, Hong Kong

Dollar, AUD and KRW, translate their operating results and financial positions into the U.S.

dollar, the Company’s reporting currency.

Dollar, AUD, KRW and CN¥, translate their operating results and financial positions into the U.S.

dollar, the Company’s reporting

Assets and liabilities are translated using the exchange rates in effect on the balance sheet date.

Revenue, expense, gains and losses

are translated using the average rate for the year.

Translation adjustments are reported as cumulative translation adjustments and are

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

Revenue, expense, gains

and losses are translated using the average rate for the year.

Translation adjustments are reported as cumulative translation adjustments

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

Company recorded other comprehensive gain of $ 508,277 from foreign currency translation for the year ended December 31, 2022 and $ 301,579

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The liabilities in connection

with the conversion and make-whole features included within certain of the Company’s convertible notes payable and warrants are

with the conversion and make-whole features included within certain of the Company’s notes payable and warrants are

each classified as a level 3 liability.

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Accounting Pronouncements

pronouncement not yet adopted

pronouncement adopted

October 2021, the FASB issued ASU No.

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effective on the first day of the year 2023.

The application of the ASU 2021-08 has not had a material impact on our consolidated financial statements.

June 2016, the FASB issued ASU No.

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

The Company is currently

evaluating the impact of ASU 2016-13 on its future consolidated financial statements.

The Company adopted

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

The application of the ASU 2016-13 has not had a material impact on our consolidated financial statements.

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

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

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

financial statements.

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

consolidated financial statements.

pronouncement not yet adopted

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

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cash and restricted cash balances were $ 23,748,169 and $ 15,723,599 , respectively.

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

the year ended December 31, 2023, three customers accounted for approximately 36 %, 36 %, and 28 % of the Company’s property and development

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

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( 2,872,654 )

( 7,089,374 )

Other Income (Expense)

2 unchanged sentences

( 58,313,729 )

( 39,123,131 )

Net Income (Loss) Before Income Tax

3 unchanged sentences

( 61,186,383 )

( 46,212,505 )

Digital Transformation Technology

8 unchanged sentences

( 7,837,826 )

( 23,491,130 )

Operating Income (Loss)

1 unchanged sentence

( 4,694,526 )

( 7,089,374 )

Other Income (Expense)

2 unchanged sentences

( 33,099,730 )

( 39,123,131 )

Net Income (Loss) Before Income Tax

2 unchanged sentences

( 5,289,236 )

( 37,794,256 )

( 46,212,505 )

December 31, 2023

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Total Real Estate Assets

family residential properties

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

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

Depreciation expense was $ 882,814 and $ 120,511 in years ended

December 31, 2022 and 2021, respectively.

Single family residential properties

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

The Company’s aggregate

investment in those SFRs was $ 31 million.

Depreciation expense was $ 1,050,897 and $ 882,814 in years ended December 31, 2023 and 2022,

respectively.

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

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3rd Amendment to the Lot Purchase Agreement.

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

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

Remaining balance of $ 31,553

was repaid during 2022.

NOTES PAYABLE

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OF NOTES PAYABLE

Australia Loan

Motor Vehicle Loans

notes payable

Total notes payable

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

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amount of $ 18,500,000 .

The line of credit bears interest rate on LIBOR plus 375 basis points.

The line of credit bore interest rate on LIBOR plus 375 basis points.

SeD Maryland Development LLC was also provided

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is secured by $ 2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland.

As of December

31, 2022 and 2021, the outstanding balance of the revolving loan was $0 .

As part of the transaction, the Company incurred loan origination

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

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

expired during 2022 and only L/C is outstanding as of December 31, 2023 and 2022.

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

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

On December 14, 2023 approximately $ 201,751

was released from collateral, leaving approximately $ 100,000 as collateral for outstanding letters of credit.

June 18, 2020, Alset EHome Inc.

(“Alset EHome”), a wholly owned subsidiary of LiquidValue Development Inc., entered into

a Loan Agreement with Manufacturers and Traders Trust Company (the “Lender”).

to the Loan Agreement, the Lender provided a non-revolving loan to Alset EHome in an aggregate amount of up to $ 2,990,000 (the “Loan”).

The line of credit bears interest rate of LIBOR plus 375 basis points.

Repayment of the Loan is secured by a Deed of Trust issued to

the Lender on the property owned by certain subsidiaries of Alset EHome.

The maturity date of this Loan is July 1, 2022 .

Development Inc.

and one of its subsidiaries are guarantors of this Loan.

The guarantors are required to maintain during the term of

the loan a combined minimum net worth in an aggregate amount equal to not less than $ 20,000,000 .

The Company was in compliance with this

covenant as of December 31, 2020.

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

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

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

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

The loan was closed

in June 2021.

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

Protection Program Loan

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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

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In February 2022, SeD Perth repaid the loan.

Motor Vehicle Loans

Vehicle Loans

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

6 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 December 31, 2023 in each calendar year through the end of their terms

are as follows:

OF FUTURE MINIMUM PAYMENTS

Total Future Payments

RELATED PARTY TRANSACTIONS

Guarantees by Director

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

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

Shares and Warrants from NECV

1 unchanged sentence

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

We value NECV warrants under level 3 category through a

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

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

We value NECV warrants under level 3 category through

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

and $ 430 and $ 327,565 as of December 31, 2023 and 2022, respectively.

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

total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital as it was a related party transaction.

of Investment in Vivacitas to DSS

March 18, 2021, the Company sold equity investment in Vivacitas, a U.S.-based biopharmaceutical company, equaling to 2,480,000 shares

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

of a public offering, to a subsidiary of DSS for $ 2,480,000 .

Chan Heng Fai, CEO and the founder of our Company, holds a director position

on both Vivacitas and DSS.

After this transaction, we do not own any investment in Vivacitas.

Our original cost of common stock and stock

option of Vivacitas was $ 200,128 .

We did not recognize gain or loss in this transaction.

The difference of $ 2,279,872 between the selling

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

and Sale of Stock in True Partner Capital Holding Limited

2 unchanged sentences

The difference between the purchase price and the

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

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

equity at December 31, 2021.

4 unchanged sentences

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

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

and its subsidiary LiquidValue Development

Limited for general operations.

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

Reorganization

of Home Rental Business

December 9, 2022, the Company entered into an agreement with Alset EHome Inc.

and Alset International Limited, two majority-owned subsidiaries

of the Company, pursuant to which the Company agreed to reorganize the ownership of its home rental business.

Previously, the Company

and certain majority-owned subsidiaries collectively owned 132 single-family rental homes in Texas.

112 of these rental homes are owned

by subsidiaries of American Home REIT Inc.

The Company owns 85.5 % of Alset International Limited, and Alset International

Limited indirectly owns approximately 99.9 % of Alset EHome Inc.

closing of the transaction contemplated by this agreement was completed on January 13, 2023.

Pursuant to this agreement, the Company

became the direct owner of AHR and its subsidiaries that collectively own these 112 homes, instead of such homes being owned indirectly

through Alset International Limited’s subsidiaries.

sold AHR to the Company for a total consideration of $ 26,250,933 , including the forgiveness of debt in the amount of $ 13,900,000 ,

a promissory note in the amount of $ 11,350,933 and a cash payment of $ 1,000,000 .

This purchase price represents the book value of AHR

as of November 30, 2022.

The promissory note carries interest rate of 7.2 % and matures on January 13, 2028 .

closing of the transaction was approved by the shareholders of Alset International Limited.

Certain members of the Company’s Board

of Directors and management are also members of the Board of Directors and management of each of Alset International Limited and Alset

Shares Dividend Received from DSS

May 4, 2023, DSS distributed approximately 280 million shares of Sharing Services Global Corporation (“SHRG”) beneficially

held by DSS and its subsidiaries in the form of a dividend to the shareholders of DSS common stock.

As a result of this distribution,

the Company directly received 70,426,832 shares of SHRG, and through its majority-owned subsidiary Alset International Limited, and certain

subsidiaries of Alset International Limited, indirectly received additional 55,197,696 shares of SHRG.

The Company and its majority-owned

subsidiaries now collectively own 125,624,528 shares of SHRG, representing 33.4 % of the issued and outstanding shares of SHRG Common

Stock (such number of SHRG shares held and ownership percentage do not include any shares held by affiliates of the Company which we

do not hold a majority interest in).

Additionally, our founder, Chairman and Chief Executive Officer, Chan Heng Fai, directly and indirectly

is the owner of an additional 37,947,756 shares of SHRG and is a beneficial owner of approximately 43.5 % of SHRG shares (including those

shares owned by Alset Inc.

and its majority-owned subsidiaries).

Consolidation

of Alset Capital Acquisition Corp.

May 1, 2023, Alset Capital Acquisition Corp.

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

In connection with

the Special Meeting and certain amendments to Alset Capital’s Amended and Restated Certificate of Incorporation, 6,648,964 shares

of Alset Capital’s Class A Common Stock were rendered for redemption.

Following the redemption, 2,449,786 shares of Class A Common

Stock of Alset Capital 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 year ended December 31, 2023.

of Hapi Travel Ltd.

On June 14, 2023, the Company’s subsidiary completed acquisition of Hapi Travel Limited (“HTL”),

an online travel business started in Hong Kong and under common control of the Company.

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 fair values on the acquisition date.

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.

As a result of

the acquisition of HTL, a deemed dividend of $ 214,174 was generated as a result of the business combination, which represents the purchase

price of $ 214,993 in excess of identifiable equity.

The common control transaction described above resulted in the following basis of accounting for the financial reporting

The acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity.

The acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50.

The Consolidated financial statements were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements.

Notes to Value Exchange

January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible

Credit Agreement (the “Credit Agreement”) with VEII.

The Credit Agreement provides VEII with a maximum credit line of $ 1,500,000

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

The Credit Agreement grants conversion rights

to each Lender.

Each Advance shall be convertible, in whole or in part, into shares of VEII’s Common Stock at the option of the

Lender who made that Advance (being referred to as a “Conversion”), at any time and from time to time, at a price per share

equal the “Conversion Price”.

In the event that a Lender elects to convert any portion of an Advance into shares of VEII

Common Stock in lieu of cash payment in satisfaction of that Advance, then VEII would issue to the Lender five (5) detachable warrants

for each share of VEII’s Common Stock issued in a Conversion (“Warrants”).

Each Warrant will entitle the Lender to

purchase one (1) share of Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period of each Warrant

will be five (5) years from date of issuance of the Warrant.

On February 23, 2023, Hapi Metaverse loaned VEII $ 1,400,000 (the “Loan

The Loan Amount can be converted into shares of VEII pursuant to the terms of the Credit Agreement for a period of three

There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

September 6, 2023, the Company converted $ 1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common

Under the terms of the Credit Agreement, Hapi Metaverse received Warrants to purchase a maximum of 36,723,160 shares of VEII’s

Common Stock at an exercise price of $ 0.1770 per share.

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

31, 2023 the value of the remaining $ 100,000 of convertible note and warrants was $ 101,150 and $ 2,487,854 , respectively.

December 14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“Credit Agreement”) with VEII.

15, 2023, the company loaned VEII $ 1,000,000 .

The Credit Agreement was amended pursuant to an agreement dated December 19, 2023.

the Credit Agreement, as amended, this amount can be converted into VEII’s Common Shares pursuant to the terms of the Credit Agreement

for a period of three years.

In the event that Hapi Metaverse converts this loan into shares of VEII’s Common Stock, the conversion

price shall be $ 0.045 per share.

In the event that Hapi Metaverse elects to convert any portion of the loan into shares of VEII’s

Common Stock in lieu of cash payment in satisfaction of that loan, then VEII will issue to Hapi Metaverse five (5) detachable warrants

for each share of VEII’s Common Stock issued in a conversion (“Warrants”).

Each Warrant will entitle the company to

purchase one (1) share of VEII’s Common Stock at a per-share exercise price equal to the Conversion Price.

The exercise period

of each Warrant will be five (5) years from date of issuance of the Warrant.

The value of this convertible note on December 31, 2023

was $ 1,106,477 .

At the time of this filing, the company has not converted the Loan Amount.

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

2 unchanged sentences

2022, the outstanding balance was $ 12,716 and $ 12,668 , respectively.

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

and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”)

to purchase 1,500,000,000 shares of Alset International Limited, which was valued at $ 28,363,966 ;

(ii) purchase of all of the issued

and outstanding stock of LiquidValue Development Pte Ltd.

(“LVD”), which was valued at $ 173,395 ;

(iii) purchase of 62,122,908

ordinary shares in True Partner Capital Holding Limited (HKG:

8657) (“True Partner”), which was valued at $ 6,729,629 ;

(iv) purchase of 4,775,523 shares of the common stock of American Pacific Bancorp Inc.

(“APB”), which was valued at $ 28,653,138 .

The total amount of above four transactions was $ 63,920,129 , payable on the Closing Date by the Company, in the convertible promissory

notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval,

shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), at par value of $ 0.001 per share,

at the conversion price of AEI’s Stock Market Price.

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

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

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

The Beneficial Conversion Feature (“BCF”)

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

the transaction.

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

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

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

Dollars) from Chan Heng Fai.

The unpaid principal amount of the Loan shall be due and payable on May 14, 2022 and the Loan shall have no interest.

The loan was paid

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

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

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

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

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

Pursuant to an agreement entered into in June of 2022,

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

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

(ii) a sum of $50,000

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

with an entity not affiliated with SeD Development Management

LLC (a subsidiary of the Company);

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

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

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

In 2021, MacKenzie Equity Partners

was paid a bonus payment of $ 120,000 .

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

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

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

for its general operations.

As of December 31, 2023

and December 31, 2022, the outstanding balance was $ 4,153 and $ 4,158 , respectively.

Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director 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;

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

and (iii) a sum of $50,000 in December 2023 .

Company incurred expenses of $ 400,000

and $ 350,000

in the years ended December 31, 2023 and 2022, respectively, which were capitalized as part of Real Estate on the balance sheet as

the services relate to property and project management.

On December 31, 2023 and 2022, the Company owed this related party $ 27,535

and $ 25,000 ,

respectively.

These amounts are included in Accounts Payable and Accrued Expenses in the accompanying consolidated balance sheets.

Receivable from a Related Party Company

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

(“LiquidValue”) received two $ 200,000

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

Promissory Note from American Medical REIT Inc.

(“AMRE”), a company which is 15.8 %

owned by LiquidValue as of December 31, 2022.

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

carry interest rates of 8 %

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

LiquidValue also received warrants to purchase AMRE shares at the

exercise price of $ 5.00

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

If AMRE goes to IPO in the future and IPO price

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

March 2022 the Company converted two $ 200,000

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

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

sold the $ 8,350,000

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

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

Notes and on October 29, 2021 Alset International received $ 8,350,000 Promissory Note from AMRE, a company which is 15.8 % owned by LiquidValue

as of December 31, 2022.

Chan Heng Fai and Chan Tung Moe are directors of AMRE.

The notes carry interest rates of 8 % and are payable

in two, three years and 25 months, respectively.

LiquidValue also received warrants to purchase AMRE shares at the exercise price of

$ 5.00 per share.

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

If AMRE goes to IPO in the future

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

March 2022 the Company converted two $ 200,000 loans, together with associated warrants into 167,938 common shares of AMRE, and increased

its ownership in AMRE from 3.4 % to 15.8 %.

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

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

shares of DSS’s common stock.

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

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

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

As of December 31, 2021, the fair market

value of the warrants was $ 0 .

The Company accrued $ 0

and $ 130,000

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

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

The term of the loan

was two years, with an interest rate of 3% per annum for the first year and 5% per annum for the second year.

The expiration term was

renewed as due on demand after two years with 5% per annum interest rate.

As of December 31, 2020, the outstanding principle was $ 350,000

and accrued interest $ 61,555 .

On December 31, 2021, the management of the Company evaluated the financial and the operation results of

iGalen and concluded that possibility to repay this loan is not probable, and the principal and accrued interests total of $ 412,754 was

recorded as bad debt expense.

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

of which the Company holds approximately 19 % ownership.

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

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

in Statement of Operations.

of 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 subsidiary holding investment in HWH World Co.

was sold during 2023.

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

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

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

holds 23.4 %.

The advances are interest free with no set repayment terms.

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

July 28, 2022 Hapi Café Inc.

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

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

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

and an interest rate of 8 % per annum afterwards.

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

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

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

After the initial 12 months, the interest on such loan

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

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

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

December 31, 2023, the total convertible note receivable from Ketomei was $ 368,299 .

Considering ASC 326 and after reviewing the performance

of Ketomei, the Company decided to record 100 % impairment for the convertible note receivable and investment in associate.

June 10, 2021, HCI-T signed a convertible loan agreement with Ketomei, pursuant to which HCI-T has agreed to grant Ketomei a loan of

an aggregate principal amount of $ 75,525 (SG$ 100,000 ).

On March 21, 2022, HCI-T signed a legally binding term sheet with Ketomei, and

HCI-T has agreed to invest in Ketomei $ 258,186 (SG$ 350,000 ) for 28 % interest in Ketomei.

The investment was partially paid by the $ 75,525

(SG$ 100,000 ) loan borrowed to Ketomei and the accrued interest of $ 6,022 (SG$ 6,433 ).

The balance of $ 183,311 (SG$ 243,567 ) was paid in

July 28, 2022 HCI-T entered into binding term sheet with Ketomei and Tong Leok Siong Constant, pursuant to which HCI-T lent Ketomei $ 43,254

(SG$ 60,000 ).

This loan had a 0 % interest rate for the first 60 days and an interest rate of 8 % per annum afterwards.

August 4, 2022, the same parties entered into another binding term sheet (the “Second Term Sheet”) pursuant to which HCI-T

agreed to lend Ketomei up to $ 260,600 (SG$ 360,000 ) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months,

the interest on such loan will be 8 %.

As of August 31, 2023, the $ 263,766 (SG$ 360,000 ) loan was paid by the $ 214,903 (SG$ 293,310 ) loan

borrowed to Ketomei and $ 48,862 (SG$ 66,690 ) was paid for the expenses on behalf of Ketomei.

In addition, pursuant to the Second Term

Sheet, the July 28, 2022, loan was modified to include conversion rights.

The Parties agree that the conversion rate will be at approximately

$ 0.022 per share.

August 31, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $ 36,634

(SG$ 50,000 ) pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be

As of October 31, 2023, the $ 37,876 (SG$ 50,000 ) loan was paid to Ketomei.

October 26, 2023, the same parties entered into another binding term sheet pursuant to which HCI-T agreed to lend Ketomei up to $ 37,876

(SG$ 50,000 ) pursuant to a non- convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will

As of December 31, 2023, the $ 6,766 (SG$ 8,932 ) loan was paid to Ketomei.

HCI-T will pay the balance of $ 31,110 (SG$ 41,068 ) to

Ketomei in the future.

amount due from Ketomei at December 31, 2023 and 2022 are $ 0 and $ 198,125 respectively.

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

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The loan has variable interest

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

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

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

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As of December 31, 2023 and 2022 LVAML owes the Company $ 534,671 and $ 3,042,811 , respectively.

November 24, 2020, American Pacific Bancorp.

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

(who later also became our Co-Chief Executive Officer) and son of Chan Heng Fai, Chairman and Chief Executive Officer of the Company,

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

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

shares of Alset Inc .

On November 24, 2020, American Pacific Bancorp.

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

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

This loan was secured by an irrevocable

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

Subsequent to the making of these loans, the Company acquired the majority of the

issued and outstanding common stock of American Pacific Bancorp.

As of December 31, 2021, both principal and interest, $ 840,000 and $ 28,031 ,

of both loans to Chan Tung Moe and Lim Sheng Hong, were fully paid off.

September 28, 2023 Alset International Limited (“AIL”) entered into loan agreement with Value Exchange International Inc.

(“VEII”), pursuant to which AIL agreed to lend $ 500,000 to VEII.

The loan carries simple annual interest rate of 8 % and matures

on March 28, 2024 .

As of December 31, 2023 the Company accrued $ 10,000 interest and VEII owed AIL $ 510,000 .

Company continually evaluates potential acquisitions that align with the Company’s plans, namely, starting the F&B

business in Asia.

Starting an F&B business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large

consumer market, diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force,

and opportunities for growth.

On October 4, 2022, The Company has 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 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.

a result of the acquisition of MOC, goodwill of $ 60,343 generated in a business combination represents the purchase price of $ 70,523

in excess of identifiable tangible and intangible assets.

Goodwill and intangible assets that have an indefinite useful life are not

Instead, they are reviewed periodically for impairment.

Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment

Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate,

(2) unanticipated competition, or (3) an adverse action or assessment by a regulator.

The Company first assesses qualitative factors

to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management

conducts a quantitative goodwill impairment test.

The impairment test involves comparing the fair value of the applicable reporting unit

with its carrying value.

The Company estimates the fair values of its reporting units using a combination of the income, or discounted

cash flows, approach and the market approach, which utilizes comparable companies’ data.

If the carrying amount of a reporting

unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the

total amount of goodwill allocated to that reporting unit.

The Company’s evaluation of goodwill completed during the year resulted

in no impairment losses.

table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed

for the 2022 acquisition:

OF ESTIMATES OF ACQUISITION FAIR VALUE

Acquisition Date

October 4, 2022

Purchase Price

Total purchase consideration

Purchase Price Allocation

Assets acquired

Current assets

Property and Equipment, net

Operating lease right-of-use assets, net

Total assets acquired

Liabilities assumed:

Current liabilities

Operating lease liability

Accrued taxes

Total liabilities assumed

Net assets acquired

Total purchase consideration

following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022.

Balance at beginning of the year

Balance as of end of the year

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

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

December 6, 2022 the Company filed a certificate of Amendment to the Company’s Certificate

of Formation with the Texas Secretary of State to effect a 1-for-20 reverse stock split.

The reverse stock split was effective as of

December 28, 2022.

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

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

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

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

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

January 19, 2021, the Company issued 500 shares of its common stock as compensation for public relations services at a fair value of

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

he loaned the Company his shares of Common Stock of the Company by exchanging 319,000 shares of common stock which he owned for an aggregate

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

Effective upon the filing of the Amendment

in June 2021, the Company issued an entity owned by Chan Heng Fai 319,000 shares of common stock upon the automatic conversion of all

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

May 12, 2021, the Company entered into an Exchange Agreement with Chan Heng Fai, pursuant to which he converted $ 13,000,000 of note payable

for 2,132 shares of the Company’s newly designated Series B Preferred Stock.

Effective upon the filing of the Amendment in June

2021, the Company issued Chan Heng Fai 106,600 shares of common stock upon the automatic conversion of all 2,132 outstanding shares of

the Company’s Series B Convertible Preferred Stock.

May 10, 2021, the Company entered into an underwriting agreement with Aegis Capital Corp., as the sole book-running manager and representative

of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “May Offering”)

of (i) 235,032 common units (the “Common Units”), at a price to the public of $ 101.40 per Common Unit, with each Common Unit

consisting of (a) one share of common stock, par value $ 0.001 per share (the “Common Stock”), (b) one Series A warrant (the

“Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of Common Stock with an initial

exercise price of $ 101.40 per whole share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant

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

“Warrants”) to purchase one-half share of Common Stock with an initial exercise price of $ 65.90 per whole share, exercisable

until the fifth anniversary of the issuance date and (ii) 80,550 pre-funded units (the “Pre-funded Units”), at a price to

the public of $ 101.20 per Pre-funded Unit, with each Pre-funded Unit consisting of (a) one pre-funded warrant (the “Pre-funded

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

and (c) one Series B Warrant.

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

contained in the Common Units and the Pre-funded Units were issued separately.

Following the May Offering, all the investors exercised

their Pre-funded Units and additional 80,550 shares of common stock and Series A and Series B Warrants were issued.

Company also granted the Underwriters a 45-day over-allotment option to purchase up to 40,418 additional shares of Common Stock and/or

up to 40,418 additional Series A Warrants to purchase 40,418 shares of Common Stock, and/or up to 40,418 additional Series B warrants

to purchase 20,209 shares of Common Stock.

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

option to purchase 40,418 Series A Warrants and 40,418 Series B Warrants, closed on May 13, 2021.

During the month of June, 2021, Aegis

exercised its option to purchase an additional 40,418 common shares at a price of $ 101.40 per common share.

Through December 31, 2021,

investors exercised 68,201 of Series A Warrants and 330 of Series B Warrants.

As a result of the May Offering and subsequent exercise

notice received for the pre-funded units and warrants, the Company issued 424,366 common shares.

As a result of the May Offering and

subsequent exercise notice received for the pre-funded units and warrants, and the net proceeds to the Company were $ 39,765,440 .

Company incurred approximately $88,848 in expenses related to the May Offering and subsequent warrants exercises, including SEC fees,

FINRA fees, auditor fees and filing fees.

following table presents net funds received from the May Offering and warrants exercised as of December 31, 2022.

SCHEDULE OF NET FUNDS RECEIVED ON OFFERING AND WARRANTS EXERCISED

Amount received

Exercise of Pre-Funded Units

Exercise of Underwriter’s Series A Warrants

Exercise of Series A and Series B Warrants

Offering Expenses

July 27, 2021, the Company entered into another underwriting agreement with Aegis Capital Corp., as the sole book-running manager and

representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “July

Offering”) of (i) 266,207 shares of common stock, par value $ 0.001 per share (the “Common Stock”), at a price to the

public of $ 42.40 per share of Common Stock and (ii) 488,510 pre-funded warrants (the “Pre-funded Warrants”) to purchase 488,510

shares of Common Stock, at a price to the public of $ 42.20 per Pre-funded Warrant.

The July Offering closed on July 30, 2021.

of the July Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the Company were $ 33,392,444 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 113,207 additional shares of Common Stock.

also paid the Underwriters an underwriting discount equal to 7.0 % of the gross proceeds of the Offering and a non-accountable expense

fee equal to 1.5 % of the gross proceeds of the Offering.

In addition, the Company agreed to issue to the representative warrants (the

“Representative’s Warrants”) to purchase a number of shares equal to 3.0% of the aggregate number of shares (including

shares underlying the Pre-funded Warrants) sold under in the Offering, or warrants to purchase up to an aggregate of 26,038 shares, assuming

the Underwriters exercise their over-allotment option in full.

The Representative’s Warrants have an exercise price equal to 125 %

of the public offering price, or $ 53 per share, with an exercise period of 24 months from issuance.

On September 9, 2021 the Underwriters

exercised their over-allotment option and were issued 113,207 shares of our Common Stock.

On September 9, 2021 the Underwriters exercised

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

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

purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the

purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering in lieu of Common

Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding Common

Stock (or, at the election of the purchaser, 9.99%).

Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise

price of $0.20 per share.

The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded

Warrants are exercised in full .

All of the Pre-Funded Warrants were exercised as of December 31, 2021.

Company incurred approximately $ 49,553 in expenses related to the July Offering and subsequent warrants exercises, including SEC fees,

FINRA fees, auditor fees and filing fees.

following table presents net funds received from the July Offering and warrants exercised as of December 31, 2022.

Amount received

Exercise of Pre-Funded Units

Exercise of Underwriter’s Over-Allotment Option

Offering Expenses

December 5, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.,

as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an

underwritten public offering (the “December Offering”) of (i) 903,833 shares of common stock, par value $ 0.001 per share

(the “Common Stock”), at a price to the public of $ 12.00 per share of Common Stock and (ii) 1,553,833 pre-funded warrants

(the “Pre-funded Warrants”) to purchase 1,553,833 shares of Common Stock, at a price to the public of $ 11.98 per Pre-funded

The December Offering closed on December 8,

As a result of the December Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the

Company were $ 27,231,875 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 375,000 additional shares of Common Stock.

also paid the Underwriters an underwriting discount equal to 7 % of the gross proceeds of the Offering and a non-accountable expense fee

equal to 1 % of the gross proceeds of the Offering.

On December 14, 2021, the Company consummated the sale of these 375,000 shares of

Common Stock, representing 15 % of the shares of common stock and the shares underlying the Pre-funded Warrants sold in the offering,

that were subject to the underwriters’ over-allotment option at a price of $ 12.00 per share, generating net proceeds of $ 4,115,000 .

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

purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the

purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering.

Each Pre-funded

Warrant is exercisable for one share of Common Stock at an exercise price of $0.001 per share.

The Pre-funded Warrants are immediately

exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

At December 31, 2021 761,664

warrants were exercised, some in cashless exercise transactions .

Company incurred approximately $ 40,621 in expenses related to the December Offering and subsequent warrants exercises, including SEC

fees, FINRA fees, auditor fees and filing fees.

following table presents net funds received from the December Offering and warrants exercised as of December 31, 2022.

Amount received

Exercise of Pre-Funded Units

Exercise of Underwriter’s Over-Allotment Option

Offering Expenses

February 6, 2023, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) in connection with an

offering (the “Offering”) of its common stock, par value $ 0.001 per share (the “Common Stock”), with Aegis Capital

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

at a public offering price of $ 2.20 per share.

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

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

net proceeds to the Company from the Offering were approximately $ 3.3 million, after deducting underwriting discounts and the payment

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

Offering closed on February 8, 2023.

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

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

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

2 unchanged sentences

Exercise Price

Remaining Contractual

Warrants Outstanding as of December 31, 2022

3 unchanged sentences

Warrants Vested and exercisable at December 31, 2023

Metaverse Inc.

Sale of Shares

year ended December 31, 2021 , the Company sold 280,000 shares of Hapi Metaverse to

international investors for the amount of $ 280,000 , which was booked as addition paid-in capital.

The Company held 505,381,376 shares

of the total outstanding shares 506,898,576 before the sale.

After the sale, the Company still owns approximately 99 % of Hapi

Metaverse ’s total outstanding shares.

the year ended December 31, 2021, the sale of Hapi Metaverse ’s

shares was de minimis compared to its outstanding shares and did not change the minority interest.

to Minority Shareholder

2021, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid $ 2,549,750 in distribution to the

minority shareholder.

In 2020, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid $ 411,250

in distribution to the minority shareholder.

of Ownership of Alset International

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

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

its warrants to purchase Alset International common shares.

The warrant exercise transactions between Alset Inc.

and Alset International

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

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

of 1,500,000 shares to an officer.

In the year ended December 31, 2022 the Company purchased 6,670,200

shares of Alset International from the market.

the year ended December 31, 2023 and 2022 the Company purchased 575,000 and 6,670,200 shares of Alset International from the market,

respectively.

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

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price of $ 75,000,000 .

A Common Stock of Alset Capital Acquisition Corp.

Subject to Possible Redemption

Company accounts for its, and its subsidiaries’ common stock subject to possible redemption in accordance with the guidance enumerated

in ASC 480 “ Distinguishing Liabilities from Equity ”.

Common stock subject to possible redemption are classified as

a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including shares of common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) are classified as temporary equity.

At all other times, shares of common stock are classified

as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered by the

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

Accordingly, at December

31, 2023, the Class A common stock of Alset Capital Acquisition Corp.

subject to possible redemption in the amount of $ 20,457,011 , 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.

ACCUMULATED OTHER COMPREHENSIVE INCOME

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Balance at January 1, 2023

$ ( 367,895 )

Other Comprehensive Income

Other Comprehensive (Loss) Income

Balance at December 31, 2023

$ ( 119,566 )

Unrealized Gains and Losses on Security Investment

2 unchanged sentences

Balance at January 1, 2022

Balance at beginning

Other Comprehensive Income

$ ( 367,895 )

Other Comprehensive Income

Balance at December 31, 2022

$ ( 367,895 )

Balance at end

$ ( 367,895 )

Company generally rents its SFRs under lease agreements with a term of one year .

1 unchanged sentence

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

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

OF FUTURE MINIMUM RENTAL PAYMENTS

Total Future Receipts

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31, 2023 and 2022:

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

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

Fair Value Measurement Using

Amount at Cost

Amount at Fair Value

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Investment Securities- Trading

Warrants - NECV

Convertible Note Receivable

Warrants - American Premium Water

Warrants - AMRE

Warrants - VEII

Total Investment in Securities at Fair Value

Fair Value Measurement Using

Amount at Cost

Amount at Fair Value

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Convertible Note Receivable

Warrants - American Premium Water

Warrants - NECV

Warrants - AMRE

Total Investment in Securities at Fair Value

loss on investment securities for the year ended December 31, 2022 and 2021 was $ 7,308,580

and $ 4,698,078 ,

respectively.

Unrealized loss on securities investment was $ 31,350,358

and $ 49,190,748

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

These losses were recorded directly to net loss.

The change in fair

value of the convertible note receivable in the years ended December 31, 2022 and 2021 was $ 40,201

gain and $ 57,179

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

loss on investment securities for the year ended December 31, 2023 and 2022 was $ 11,375,747 and $ 7,308,580 , respectively.

loss on securities investment was $ 2,899,286 and $ 31,350,358 in the years ended December 31, 2023 and 2022, respectively.

were recorded directly to net loss.

The change in fair value of the convertible note receivable in the years ended December 31, 2023

and 2022 was $ 0 and $ 40,201 gain, respectively, and was recorded in consolidated statements of stockholders’ equity.

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

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Investment in Securities at Fair Value

AMBS (Related Party)

Trading Stock

Investment in Securities at Fair Value

Holista (Related Party)

Total Level 1 Equity Securities

Investment in Securities at Fair Value

American Premium Water (Related Party)

New Electric CV (Related Party)

Investment in Securities at Fair Value

Value Exchange

Investment in Securities at Fair Value

Value Exchange (related Party)

Investment in Securities at Fair Value

Sharing Services (Related Party)

Investment in Securities at Fair Value

Trading Stock

Investment in Securities at Fair Value

Total Level 1 Equity Securities

Investment in Securities at Cost

HWH World Co.

Level 2 Equity Securities

Investment in Securities at Cost

Total Equity Securities

Equity Securities

DSS (Related Party)

4 unchanged sentences

Investment in Securities at Fair Value

American Premium Water (Related Party)

Investment in Securities at Fair Value

New Electric CV (Related Party)

Investment in Securities at Fair Value

Value Exchange

Value Exchange (Related Party)

Investment in Securities at Fair Value

1 unchanged sentence

Investment in Securities at Fair Value

Total Level 1 Equity Securities

Level 1 Equity Securities

Investment in Securities at Cost

2 unchanged sentences

Investment in Securities at Cost

Total Equity Securities

convertible preferred stock

the year ended December 31, 2021, Global BioMedical Pte Ltd., converted 42,575 preferred stock of DSS into 6,570,170 common shares of

Services Convertible Note

fair value of the Sharing Services Convertible Note under level 3 category as of December 31, 2021 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

Dividend yield

Expected volatility

Risk free interest rate

Contractual term (in years)

Exercise price

assumed dividend yield rate is 0.00 % in Sharing Services.

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

common stock.

Risk-free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

Equity Securities

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

A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers

table below provides a summary of the changes in fair value which are recorded through other income (loss), including net transfers

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

the years ended December 31, 2023 and 2022:

OF CHANGE IN FAIR VALUE

SCHEDULE OF CHANGE IN FAIR VALUE

Balance at January 1, 2022

Conversion of DSS Preferred Stock

( 37,439,270 )

Balance at December 31, 2022

Balance at December 31, 2023

Note was redeemed in July 2022.

Services Convertible Note

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

assumed dividend yield rate of 0.00 % in Sharing Services.

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

common stock.

Risk-free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

Sharing Services Convertible Note was redeemed in July 2022.

Com Convertible Bond

4 unchanged sentences

$ 21.26 , per common share of Vector Com.

As of December 31, 2022 and 2021, the management estimated that the fair value of this note remained

unchanged from its initial purchase price.

As of December 31, 2022 and 2023, the Management estimated the fair value of the note to be $ 88,599 and $ 77,307 ,

respectively.

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

8 unchanged sentences

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

During 2021, the Company exercised 232,000,000 of the warrants

to purchase 232,000,000 shares of NECV for the total consideration of 232,000 , leaving the balance of outstanding warrants of 988,390,000

at December 31, 2021.

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

the warrants from NECV was $ 327,565 as of December 31, 2022 and $ 1,009,854 as of December 31, 2021.

During 2021, the Company exercised 232,000,000 of the

warrants to purchase 232,000,000 shares of NECV for the total consideration of $ 232,000 , leaving the balance of outstanding warrants

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

The Company did not exercise any warrants during years ended December 31, 2023 and 2022.

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

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

model valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

December 31, 2022

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

December 31, 2023

December 31, 2022

Exercise Price

Risk-free Interest Rate

Annualized volatility

Dividend Yield

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 December 31, 2023,

the fair value of the warrants was $ 2,487,854 .

The Company did not exercise any warrants during the year ended December 31, 2023.

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 December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

December 31, 2023

September 6, 2023

Exercise Price

3 unchanged sentences

Year to Maturity

following table presents summarized unaudited financial information for our investments that we elected the fair value option that

would otherwise be accounted for under the equity method of accounting.

OF FAIRVALUE OF FINANCIAL INVESTMENTS

following table presents summarized unaudited financial information for our investments that we elected the fair value option that would

otherwise be accounted for under the equity method of accounting.

SCHEDULE OF FAIRVALUE OF FINANCIAL INVESTMENTS

Summarized Financial Information

4 unchanged sentences

$ 196,551,000

December 31, 2021

$ ( 70,719,000 )

1 unchanged sentence

$ ( 11,695,044 )

December 31, 2022

$ ( 1,522,130 )

Data derived from Financial Statement as of September

30, 2022 which was the latest available date source we could reach.

12-month Net Income (Loss) was estimated by adding one-third

of 9-month Net Loss.

$ 248,916,000

$ ( 69,662,000 )

derived from Financial Statement as of September 30, 2023 which was the latest available date source we could reach.

Income (Loss) was estimated by adding one-third of 9-month Net Loss.

components of income tax expense and the effective tax rates for the years ended December 31, 2023 and 2022 are as follows:

OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

Year Ended December 31,

1 unchanged sentence

( 3,905,452 )

( 2,725,007 )

( 1,266,545 )

Total Deferred

( 2,742,045 )

( 3,991,553 )

Valuation Allowance

( 5,721,455 )

Total Income Tax Expense

4 unchanged sentences

is as follows:

OF RECONCILIATION OF INCOME TAX

SCHEDULE OF RECONCILIATION OF INCOME TAX

Year Ended December 31,

Federal Statutory Tax Rate

State Income Tax, Net of Federal Income Taxes

Intercompany Management & Oversight Fees

Capitalized Construction Costs

Minority interest in Partnerships

Deferred Finance Costs

Amort of BCF Debt Discount

Miscellaneous Permanent Items

3 unchanged sentences

tax assets consist of the following at December 31, 2023 and 2022:

OF DEFERRED TAX ASSETS

Interest Income

( 6,304,175 )

( 5,660,333 )

Interest Expense

Depreciation and Amortization

SCHEDULE OF DEFERRED TAX ASSETS

Deferred tax assets:

Accrued Interest Expense

Accrued Expense

Unrealized Loss on Investment

Partnership Loss

Partnership Gain

Real Estate Impairment

Other Amortization

Unrealized Loss on Investment

Net Operating Loss

Total deferred tax asset

Valuation Allowance

Total deferred tax assets:

Deferred tax liabilities:

Accrued Interest Income

( 7,148,090 )

( 6,304,175 )

Net Deferred Tax Asset

of December 31, 2022, the Company has Federal and State net operating loss carry-forwards of approximately $ 7,573,000 , and $ 2,020,000 ,

respectively.

The full utilization of the deferred tax assets in the future is dependent upon the Company’s ability to generate

taxable income.

Accumulated Depreciation and Amortization

Total deferred tax assets:

( 7,352,282 )

( 6,445,060 )

Deferred Tax Assets / (Liabilities), net

Less valuation allowance

( 14,341,605 )

( 9,887,537 )

Deferred Tax Asset c/f

of December 31, 2023, the Company has Federal and State net operating loss carry-forwards of approximately $ 12.36

million, which will begin to expire in 2031.

The Maryland net operating loss carry-forward of approximately $ 3.01 million will begin

to expire in 2031.

The full utilization of the deferred tax assets in the future is dependent upon the Company’s ability to

generate taxable income.

Accordingly, a valuation allowance of an equal amount has been established.

1 unchanged sentence

31, 2023, the valuation allowance increased by $ 5,721,455 .

of December 31, 2022, total tax receivable is $ 143,574 , including federal income tax receivable $ 111,351 , and Maryland state income tax

receivable $ 32,223 .

As of December 31, 2021, total tax receivable is $ 151,211 , including federal income tax receivable $ 77,390 , and Maryland

state income tax receivable $ 73,821 .

of December 31, 2023, total tax payable is $ 1,390 ,

including federal income tax payable of $ 33,613 ,

and Maryland state income tax receivable of $ 32,223 .

As of December 31, 2022, total tax receivable is $ 143,574 ,

including federal income tax receivable $ 111,351 ,

and Maryland state income tax receivable $ 32,223 .

Net operating loss carryforwards may be limited upon the ownership change

under IRS Section 382.

IRS Section 382 places limitations (the “Section 382 Limitation”) on the amount of taxable income which

can be offset by net operating loss carry-forwards after a change in control (generally greater than 50% change in ownership) of a loss

Generally, after a change in control, a loss corporation cannot deduct operating loss carry-forwards in excess of the Section

382 Limitation.

Due to these “change in ownership” provisions, utilization of the net operating loss may be subject to an

annual limitation regarding their utilization against taxable income in future periods.

The Company has not concluded its analysis of

Section 382 through December 31, 2023 but believes the provisions will not limit the availability of losses to offset future income.

are subject to U.S.

12 unchanged sentences

of December 31, 2023:

OF OTHER COUNTRY INCOME TAXES

SCHEDULE OF OTHER COUNTRY INCOME TAXES

Cumulative loss & other deferred tax assets before tax

2 unchanged sentences

Effective tax rates

Tax at the domestic tax rates applicable to profits in the countries where the Company operates

Tax at the domestic tax rates applicable to profits in the countries where the Company

$ ( 852,815 )

7 unchanged sentences

Effective tax rates

Tax at the domestic tax rates applicable to profits in the countries where the Company operates

Tax at the domestic tax rates applicable to profits in the countries where the Company

$ ( 4,273,872 )

3 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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

15,811 square feet, under leases expiring on various dates from January 2023 to August 2025.

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

30,000 square feet, under leases expiring on various dates from March 2024 to February 2027.

The leases have rental rates ranging from

1 unchanged sentence

Our total rent expense under these office leases was $ 1,087,585 and $ 685,724 in 2023 and 2022, respectively.

The following table outlines the details of lease terms:

OF OPERATING AND RENEWED LEASE TERMS RENTAL

Total cash paid for operating leases was $ 1,136,713 and $ 829,540 for the years ended December 31, 2023 and 2022, respectively.

The following

table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of December 31, 2022

Singapore - AI

June 2023 to May 2026

Singapore – F&B

October 2021 to September

Singapore – Four Seasons Park

July 2022 to July 2024

Singapore – Hapi Cafe

July 2022 to June 2024

Singapore - PLQ

December 2022 to July 2024

October 2022 to October 2024

Hong Kong - Warehouse

November 2022 to October

Hong Kong - Shop

October 2022 to September

South Korea - Hapi Café

August 2022 to August 2025

South Korea - HWH World

August 2022 to July 2025

Magnolia, Texas, USA

May 2022 to January 2023

Bethesda, Maryland, USA

January 2021 to March 2024

2021 to September 2024

– Four Seasons Park

2022 to July 2024

2022 to June 2024

2022 to July 2024

Kong - Office

2022 to October 2024

Kong - Warehouse

2022 to October 2024

2022 to September 2024

Kong – Hapi Travel

2023 to August 2025

Korea - Hapi Café

2022 to August 2025

Korea - HWH World

2022 to July 2025

Maryland, USA

2021 to March 2024

2023 to March 2027

2023 to November 2024

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.

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

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

We elected the practical expedient to not recognize operating

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

Operating lease

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

over the lease term at commencement date.

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%

per annum in 2022 and from 0.5% to 5.4% per annum in 2021 .

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

as of December 31, 2022 were $ 1,614,159 and $ 1,628,039 , respectively.

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

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

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

At December 31, 2023 the weighted average remaining lease

term is 1.95 years and weighted average discount rate is 3.71 % .

The balances of operating lease right-of-use assets and operating lease liabilities as of December 31, 2023

were $ 1,467,372

and $ 1,499,263 .

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 December 31, 2023.

the Years Ended December 31:

OF LEASE PAYMENTS

SCHEDULE OF LEASE PAYMENTS

Total Minimum Lease Payments

8 unchanged sentences

real estate sales contract with NVR, by which RBG Family, LLC would facilitate the sale of the 197 acres of Ballenger Run to NVR.

December 10, 2014, NVR assigned this contract to SeD Maryland Development, LLC through execution of an assignment and assumption agreement

and entered into a series of lot purchase agreements by which NVR would purchase 443 subdivided residential lots from SeD Maryland Development,

On December 31, 2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR.

to the Third Amendment, SeD Maryland converted the 5.9 acre CCRC parcel to 36 lots (the 28 feet wide villa lot) and sell to NVR.

Maryland pursued the required zoning approval to change the number of such lots from 85 to 121, which was approved in July 2019.

Subsequently,

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

new 121 lots .

the years ended on December 31, 2022 and 2021, NVR purchased 3 lots and 88 lots, respectively.

Through December 31, 2022 and 2021, NVR

had purchased a total of 479 and 476 lots, respectively.

December 10, 2014, NVR assigned this contract to SeD Maryland through execution of an assignment and assumption agreement and entered

into a series of lot purchase agreements by which NVR would purchase 443 subdivided residential lots from SeD Maryland.

On December 31,

2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR.

Pursuant to the Third Amendment,

SeD Maryland converted the 5.9 acre CCRC parcel to 36 lots (the 28 feet wide villa lot) and sell to NVR.

SeD Maryland pursued the required

zoning approval to change the number of such lots from 85 to 121, which was approved in July 2019.

Subsequently, SeD Maryland Development

signed the Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the new 121 lots .

the years ended on December 31, 2023 and 2022, NVR purchased 0 and 3 lots, respectively.

Through December 31, 2023 and 2022, NVR had

purchased a total of 479 and 479 lots, respectively.

arrangements for the sale of buildable lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment.

1 unchanged sentence

as the reduction of revenue.

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

Note from Azure

to a Secured Promissory Note dated as of August 13, 2018, on October 13, 2019 Azure Holdings, LLC, was obligated to pay our subsidiary,

150 CCM Black Oak Ltd, $ 140,000 in principal, plus accrued interest at the rate of 2.5 % per annum through October 13, 2019.

Azure Holdings,

LLC failed to pay the amount due.

Effective as of October 13, 2019, the interest rate increased to a default rate of 18% per annum.

Company has subsequently had numerous communications with Azure Holdings, LLC regarding the payment of this Secured Promissory Note,

and attempts to set a schedule for Azure Holdings, LLC to repay the amount due.

On August 16, 2021, the Company purchased a 19.5 acre

tract of land located in Texas from Azure Holdings and the principal of the note together with all accrued interest was applied as a

credit to the purchase price.

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

Agreements to Sell 142 Lots at Lakes at Black Oak and 63 Lots at Alset Villas

November 13, 2023, 150 CCM Black Oak Ltd.

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

of Alset Inc., entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively,

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

Pursuant to the terms of one of the aforementioned Agreements, the Seller has agreed to sell approximately 142 single-family detached

residential lots (the “Section 4 Agreement”) comprising a section of a residential community in the city of Magnolia, Texas

known as the “Lakes at Black Oak.” Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached

residential lots (the “Alset Villas Agreement”) in the city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome Inc.

acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas

(“Alset Villas”).

Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023.

to the terms of each of the agreements, the lots will be sold at a fixed per-lot price, and the Seller will also be entitled to receive

a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees are anticipated to equal to

combined total of approximately $ 11 million for the two Agreements together;

however, the purchase prices for each of the Agreements

will be adjusted accordingly, if the total number of lots increases or decreases prior to the closing of the transactions contemplated

by the Agreements.

closing of the transactions described above depends on the satisfaction of certain conditions, and is expected to take place during the

second quarter of 2024.

rental-home lease agreements require tenants to provide a one-month security deposits.

The property management company collects all security

deposits and maintains them in a trust account.

The Company also has obligation to refund these deposits to the renters at the time of

lease termination.

As of December 31, 2023 and 2022, the security deposits held in the trust account were $ 309,688 and $ 271,480 , respectively.

DIRECTORS AND EMPLOYEES’ BENEFITS

13 unchanged sentences

following tables summarize stock option activity under the 2013 Plan for the year ended December 31, 2023:

OF OPTION ACTIVITY

Options for Common

Remaining Contractual Term

Aggregate Intrinsic

SCHEDULE OF OPTION ACTIVITY

Contractual Term

Outstanding as of January 1, 2022

4 unchanged sentences

Forfeited, cancelled, expired

( 1,061,333 )

Outstanding as of December 31, 2023

1 unchanged sentence

SUBSEQUENT EVENTS

February 6, 2023, Alset Inc.

(the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)

in connection with an offering (the “Offering”) of its common stock, par value $ 0.001 per share (the “Common Stock”),

with Aegis Capital Corp.

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

shares of Common Stock at a public offering price of $ 2.20 per share.

The Underwriting Agreement provides the Underwriter a 45 -day option

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

net proceeds to the Company from the Offering were approximately $ 3.3 million, after deducting underwriting discounts and the payment

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

Offering closed on February 8, 2023.

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

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

Agreements to Sell Additional Lots

to Sell 110 Lots

March 17, 2023, 150 CCM Black Oak Ltd.

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

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

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

lots which comprise a section of the Lakes at Black Oak.

The price of the lots and certain community enhancement fees the Seller

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

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

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

Commencing on March 16, 2023,

Rausch Coleman has a thirty (30) day inspection period in which to inspect the properties and determine their suitability;

inspection period, Rausch Coleman may decline to proceed with the closing of these transactions.

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

to Sell 189 Lots

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

limited liability company (“Davidson Homes”).

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

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

The price of the

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

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

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

Davidson Homes has agreed to purchase

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

on March 17, 2023, Davidson Homes shall have a thirty (30) day inspection period in which to inspect the properties and determine their

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

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

has sold 95 single-family detached residential lots comprising a section of a residential community

in the city of Magnolia, Texas known as the “Lakes at Black Oak” to VPDHL LABO LB LLC, a Delaware limited liability company.

The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold.

The aggregate

purchase price and community enhancement fees, minus certain expenses, equaled a combined total of $ 5,033,390.04 .

The sale of the lots

closed on January 4, 2024.

of the Merger of Alset Capital Acquisition Corp.

and HWH International Inc.

January 9, 2024, two entities affiliated with Alset Inc.

completed a previously announced transaction.

On September 9, 2022, Alset Capital

Acquisition Corp., a Delaware corporation (“Alset Capital”) entered into an agreement and plan of merger (the “Merger

Agreement”) with our indirect subsidiary HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc.,

a Nevada corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”).

The Company and its 85.5 % owned subsidiary

Alset International Limited own Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.

to the Merger Agreement, on January 9, 2024, a business combination between Alset Capital and HWH was effected through the merger of

Merger Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of Alset Capital (the “Merger”),

and Alset Capital changing its name to HWH International Inc.

total consideration paid at the closing of the Merger by New HWH to the HWH shareholders was 12,500,000 shares of New HWH common stock.

Alset International Limited owned the majority of the outstanding shares of HWH at the time of the business combination, and received

10,900,000 shares of New HWH as consideration for its shares of HWH.

HWH currently has 16,223,301 shares of common stock issued and outstanding.

Of these shares, a total of 13,577,375 shares of New HWH

common stock are now owned by the Sponsor and Alset International Limited together.

In addition, the Sponsor owns warrants convertible

into up to 236,875 shares of New HWH common stock upon exercise.

HWH is in the midst of implementing the new membership model described below (the “New Model”), that operates on a yearly

subscription basis.

New HWH intends to resume membership sales, albeit under the New Model, in approximately 2nd quarter of 2024.

Members get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn

passive income when a member’s referral signs up for membership or makes an initial purchase through the HWH Marketplace products

through them.

segments include:

Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members.

is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.

The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending

on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,

banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering

There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business

book and certain skincare products.

Cafés, which are, and will be, in-person, location-based social experiences, offer members the opportunity to build a

sense of community with like-minded customers who share a potential interest in our products.

The cafes expose our members to and educate

them about the products and services of our affiliates, providing us with the chance to significantly increase our membership base as

well as increase the amounts spent by our members on our affiliates’ products and services.

Each of our cafés is a “Hapi

Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July

2022, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

to grow our memberships as we grow the number of Hapi Cafés around the world.

Currently, Hapi Cafe branded outlets span across

Asia, including Singapore, Republic of China (Taiwan), Hong Kong, the People’s Republic of China, and South Korea, Hapi Cafe is

positioned to be an integral part of HWH’s business model.

As at the date of this filing, the Company is in the midst of closing

the acquisition of 2nd Hapi Café outlet in Seoul, the Republic of Korea.

Travel is in the planning stage as we are working with our affiliates to determine the market-by-market services.

Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts

Hapi Travel offers vacation packages, hotels, cruises, and other travel products exclusively for HWH members.

Wealth Builder is also in the planning stage as we are exploring the options of providing services to our members through financial

educational materials aimed at various types of investing opportunities.

We have been establishing Hapi Cafés as venues and destinations

that help build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch in 2024.

of Anthony S.

Chan as Chief Operating Officer

March 10, 2024, Anthony S.

Chan resigned as Chief Operating Officer of Alset Inc., effective immediately, due to personal reasons.

Chan’s resignation is not the result of any disagreement with the Company.

Chan shall remain as a consultant to the Company.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data