What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-14 · 1026 added, 1229 removed, 847 unchanged (73% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

March 31, 2024

December 31, 2023

Current Assets:

Cash and Cash Equivalents

Restricted Cash

Account Receivables, Net

Other Receivables

Note Receivables - Related Parties

Other Receivables, Net

Note Receivables - Related Parties, Net

Convertible Loan Receivables at Fair Value - Related Party

Prepaid Expense

Advance to Related Party

Investment in Securities at Fair Value

Investment in Securities at Fair Value - Related Party

Investment in Securities at Fair Value

Investment in Securities at Cost

Investment in Securities at Equity Method

Investment in Equity Method Securities

Total Current Assets

2 unchanged sentences

Operating Lease Right-Of-Use Assets, Net

Other Receivables - Long Term

Other Receivables - Long Term, Net

Cash and Marketable Securities Held in Trust Account

1 unchanged sentence

$ 126,314,028

$ 153,490,336

Liabilities and Stockholders’ Equity:

1 unchanged sentence

Accounts Payable and Accrued Expenses

Deferred Underwriting Compensation

Deferred Revenue

Operating Lease Liabilities - current

Operating Lease Liabilities

Notes Payable

Notes Payable - Related Parties

Notes Payable

Total Current Liabilities

Long-Term Liabilities:

Operating Lease Liabilities - noncurrent

Operating Lease Liabilities

Notes Payable

Total Liabilities

Commitments and Contingencies (Note 14)

Temporary Equity

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

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

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

9,235,119 and 7,422,846

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

Common Stock, $ 0.001 par value;

250,000,000 shares authorized;

9,235,119 and 9,235,119 shares issued and outstanding on March 31, 2024 and December 31, 2023, respectively

Additional Paid in Capital

9 unchanged sentences

$ 126,314,028

$ 153,490,336

accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Statements of Operations and Other Comprehensive Income

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

Three- Months Ended

September 30,

Nine- Months Ended

September 30,

Digital Transformation Technology - related party

Statements of Operations and Other Comprehensive Loss

the Three Months Ended March 31, 2024 and 2023

Total Revenue

2 unchanged sentences

General and Administrative

Impairment of Goodwill and Investment

Total Operating Expenses

(Loss) Income from Operations

( 2,076,904 )

Loss from Operations

( 2,266,513 )

2 unchanged sentences

Interest Income

Foreign Exchange Transaction Gain

Unrealized (Loss) Gain on Securities Investment

( 3,328,592 )

Interest Income - Related Party

Interest Income

Interest Expense

Foreign Exchange Transaction Gain (Loss)

Unrealized Gain (Loss) on Securities Investment

( 2,484,117 )

1 unchanged sentence

( 5,442,451 )

( 7,678,241 )

Unrealized (Loss) Gain on Securities Investment

( 5,442,451 )

Realized Loss on Securities Investment

( 11,291,166 )

( 6,500,573 )

Loss on Investment on Security by Equity Method

( 4,573,445 )

( 4,621,833 )

Loss on Consolidation of Alset Capital Acquisition

( 21,657,036 )

Finance Costs

Total Other Expense, Net

( 14,903,980 )

Loss on Equity Method Investment

( 1,121,418 )

Other Expense

Total Other Income (Expense), Net

( 5,047,279 )

3 unchanged sentences

( 4,323,182 )

( 27,117,472 )

( 30,925,750 )

Income Tax (Expense) Benefit

( 17,026,008 )

( 13,081,391 )

Income Tax Expense

( 7,313,792 )

1 unchanged sentence

Net Loss Attributable to Non-Controlling Interest

( 1,014,423 )

( 1,369,265 )

( 1,485,275 )

( 3,827,934 )

Net Loss Attributable to Common Stockholders

3 unchanged sentences

$ ( 4,323,182 )

Comprehensive Loss Attributable to Common Stockholders

( 16,011,585 )

( 11,827,662 )

( 25,677,321 )

( 27,033,190 )

Unrealized Income on Securities Investment

Other Comprehensive Loss

Foreign Currency Translation Adjustment

( 1,161,932 )

( 2,495,914 )

( 3,131,356 )

Total Comprehensive Loss Attributable to Common Stockholders

( 17,594,715 )

( 11,414,242 )

( 28,173,235 )

( 30,129,436 )

Comprehensive Loss Attributable to Non-controlling Interests

( 1,014,423 )

( 1,253,729 )

( 1,485,275 )

( 3,961,515 )

Unrealized Income on Securities Investment

Foreign Currency Translation Adjustment

Total Comprehensive Loss Attributable to Non-controlling Interests

Total Comprehensive Loss

( 8,475,724 )

( 3,227,239 )

Less Comprehensive Loss Attributable to Non-controlling Interests

Total Comprehensive Loss Attributable to Common Shareholders

( 7,762,529 )

2 unchanged sentences

Weighted Average Common Shares Outstanding - Basic and Diluted

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

stock split on December 28, 2022

accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

Statements of Stockholders’ Equity

the Nine Months Ended September 30, 2023

the Three Months Ended March 31, 2024

Series A Preferred Stock

3 unchanged sentences

Par Value $0.001

Paid in Capital

Comprehensive Income

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Total Alset Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Balance at January 1, 2024

1 unchanged sentence

$ ( 247,885,656 )

$ 137,653,966

$ 148,663,115

Issuance of Common Stock

Foreign Currency Translations

( 3,857,886 )

( 4,323,182 )

Balance at March 31, 2023

$ 325,967,000

$ ( 192,582,297 )

$ 138,166,266

$ 148,869,797

Foreign Currency Translations

( 1,849,049 )

( 2,183,883 )

( 5,807,850 )

( 5,813,406 )

Balance at June 30, 2023

$ 325,967,000

$ ( 198,390,147 )

$ 130,509,367

$ 140,872,508

Issuance of HWH Common Stock to EF Hutton for Deferred Underwriting Compensation

Gain from SHRG Convertible Note and Warrants

Change in Non-Controlling Interest after HWH De SPAC

Foreign Currency Translations

2 unchanged sentences

( 6,769,658 )

Change in Non-Controlling Interest

Gain from Conversion of VEII Promissory Note to Stock and Warrants

( 7,313,792 )

( 16,011,585 )

( 1,014,423 )

( 17,026,008 )

Balance at September 30, 2023

$ 332,455,457

$ ( 214,401,732 )

Balance at March 31, 2024

$ 333,711,811

2 unchanged sentences

Statements of Stockholders’ Equity

the Nine Months Ended September 30, 2022

the Three Months Ended March 31, 2023

Series A Preferred Stock

Series B Preferred Stock

Accumulated Other

Par Value $0.001

1 unchanged sentence

Par Value $0.001

Paid in Capital

Comprehensive Income

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Stockholders’ Equity

Controlling Interests

Stockholders’ Equity

Total Alset Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Balance at January 1, 2023

3 unchanged sentences

$ 148,663,115

Issuance of Stock by Excercising Warrants

Convert Related Party Note to Common Stock

Deconsolidate Alset Capital Acquisition

Gain from Purchase Stock DSS

Beneficial Conversion Feature Intrinsic Value, Net

Change in Non-Controlling Interest

Change in Unrealized Loss on Investment

Foreign Currency Translations

$ 322,534,891

2 unchanged sentences

$ 148,663,115

Balance at March 31, 2022

$ 320,404,965

$ ( 154,700,759 )

$ 166,111,115

$ 188,494,081

Issuance of Common Stock

Change in Valuation on Investment

( 2,624,585 )

( 2,830,962 )

Change in Non-Controlling Interest

( 7,824,450 )

Change in Unrealized Loss on Investment

Foreign Currency Translations

2 unchanged sentences

( 4,323,182 )

( 8,987,359 )

( 9,982,861 )

Balance at June 30, 2022

$ 322,302,515

$ ( 163,688,118 )

$ 159,320,949

$ 172,165,072

$ 322,302,515

$ ( 163,688,118 )

$ 159,320,949

$ 172,165,072

Change in Non-Controlling Interest

Change in Unrealized Gain on Investment

Change in Unrealized Gain (Loss) on Investment

Foreign Currency Translations

( 11,719,827 )

( 1,369,265 )

( 13,089,092 )

Balance at September 30, 2022

Balance at March 31, 2023

$ 325,967,000

9 unchanged sentences

Statements of Cash Flows

the Nine Months Ended September 30, 2023 and 2022

the Three Months Ended March 31, 2024 and 2023

Cash Flows from Operating Activities

2 unchanged sentences

$ ( 4,323,182 )

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

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

Non-Cash Lease Expenses

Amortization of Debt Discount

Loss on Consolidation of Alset Capital Acquisition Corp.

Foreign Exchange Transaction Gain

Impairment of Goodwill and Investment

Foreign Transaction (Gain) Loss

( 1,193,636 )

Unrealized (Gain) Loss on Securities Investment

Unrealized Loss (Gain) on Securities Investment - Related Party

( 1,296,271 )

Unrealized (Gain) Loss on Securities Investment - Related Party

Realized Loss on Securities Investment

(Gain) Loss on Exchange of Investment Securities

PPP Loan Forgiveness

Director Compensation Adjustment

( 1,185,251 )

Loss on Equity Method Investment

3 unchanged sentences

Account Receivables

Other Receivables

( 2,343,328 )

Other Receivables - Related Parties

( 1,746,279 )

Prepaid Expense

Advances to Related Party

Trading Securities

( 7,466,912 )

Accounts Payable and Accrued Expenses

( 8,845,706 )

Other Receivables - Related Parties

Deferred Revenue

Operating Lease Liabilities

Builder Deposits

Net Cash Provided by (Used in) Operating Activities

Net Cash Used in Operating Activities

( 1,509,247 )

( 3,289,083 )

Cash Flows from Investing Activities

Loan Receivable - Related Party

Purchase of Fixed Assets

Purchase of Real Estate Properties

( 6,057,493 )

Real Estate Improvements

( 1,082,225 )

Purchase of Investment Securities

( 8,479,968 )

Proceeds from Sale of Investment Securities

Acquisition of Subsidiary

Issuing Loan Receivable

Issuing Loan Receivable - Related Party

1 unchanged sentence

Proceeds from Loan Receivable - Related Party

Net Cash Used in Investing Activities

Net Cash (Used in) Provided by Investing Activities

( 1,758,503 )

1 unchanged sentence

Proceeds from Common Stock Issuance

Borrowing from a Commercial Loan

Repayment to Notes Payable

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Restricted Cash

Net Cash (Used in) Provided by Financing Activities

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

( 3,507,932 )

Effects of Foreign Exchange Rates on Cash

Cash and Restricted Cash - Beginning of Year

Cash and Restricted Cash- End of Period

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash - Beginning of Year

Cash and Cash Equivalents and Restricted Cash- End of Period

Restricted Cash

4 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Unrealized Gain on Investment

Initial Recognition of ROU / Lease Liability

Deconsolidate Alset Capital Acquisition

Intrinsic Value of BCF

Issuance of Stock by Exercising Warrants

Convert Related Party Note Payable to Common Stock

Convert VEII Not Receivable to Common Stock

Warrants Received from VEII after Converting Note Receivable

Issuance of Shares to EF Hutton to Satisfy Deferred Underwriting Compensation

Promissory Notes Received in Exchange for Sale of HWH Common Stock to Investors

Conversion of Ketomei Note Payable to Common Stock

Gain from SHRG Convertible Notes

accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Nine Months Ended September 30, 2023 and 2022

the Three Months Ended March 31, 2024 and 2023

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations

in the United States, Singapore, Hong Kong, Australia and South Korea.

We manage a significant portion of our businesses through our

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

in the United States, Singapore, Hong Kong, Australia, South Korea and China.

We manage a significant portion of our businesses through

our 85.5 % owned subsidiary, Alset International Limited (“Alset International”), a public company traded on the Singapore

Stock Exchange.

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

13 unchanged sentences

consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and

the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2022 filed on March 31, 2023.

the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2023 filed on April 1, 2024.

condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries.

3 unchanged sentences

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

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

OF SUBSIDIARIES

following entities as of March 31, 2024 and December 31, 2023, as follows:

SCHEDULE OF SUBSIDIARIES

Name of subsidiary

State or other jurisdiction of

incorporation or

or other jurisdiction of incorporation or

Attributable interest as of,

consolidated under AEI

September 30,

Business Development Pte.

eHealth Limited

International Limited

Construction & Development Pte.

Construction Pte.

BioMedical Pte.

Innovation Pte.

Wealth Happiness Pte.

Asset Management Pte.

Solar Limited

TechFund of Fund Pte.

eChainLogistic Pte.

Partners International Limited.

SeD Intelligent

States of America

Development Inc.

States of America

SeD Development

States of America

Black Oak, Ltd.

States of America

SeD Ballenger,

States of America

Development, LLC

States of America

SeD Development

Management, LLC

States of America

Metaverse Inc.

GigWorld Inc.)

States of America

BlockChain Pte.

International Limited

HWH International,

States of America

Wealth & Happiness Inc.

States of America

HWH Multi-Strategy

Investment, Inc.

States of America

Gig Stablecoin

States of America

BioHealth Pte.

Home REIT Inc.

States of America

Solar REIT Inc.

States of America

OpenBiz Inc.)

States of America

Development Pte.

LiquidValue Development

EPowerTech Inc.

March 31, 2024

December 31, 2023

Alset Global Pte.

Alset Business Development Pte.

Global eHealth Limited

Alset International Limited

Singapore Construction & Development Pte.

Singapore Construction Pte.

Global BioMedical Pte.

Health Wealth Happiness Pte.

SeD Capital Pte.

LiquidValue Asset Management Pte.

Alset Solar Limited

Alset F&B One Pte.

BMI Capital Partners International Limited.

SeD Perth Pty.

SeD Intelligent Home Inc.

United States of America

Alset EPower Inc.

LiquidValue Development Inc.

United States of America

AHR Asset Management Inc.

Alset EHome Inc.

United States of America

150 Black Oak GP, Inc.

United States of America

SeD Development USA Inc.

United States of America

150 CCM Black Oak, Ltd.

United States of America

SeD Texas Home, LLC

United States of America

SeD Ballenger, LLC

United States of America

SeD Maryland Development, LLC

United States of America

SeD Development Management, LLC

United States of America

SeD Builder, LLC

United States of America

Hapi Metaverse Inc.

United States of America

HotApp BlockChain Pte.

HotApp International Limited

SeD REIT Inc.

United States of America

HWH World Inc.

United States of America

HWH World Pte.

UBeauty Limited

HWH World Limited

HWH World Inc.

Alset Energy Inc.

United States of America

NewRetail-AI Inc.

United States of America

BioHealth Water Inc.

United States of America

Impact BioHealth Pte.

American Home REIT Inc.

United States of America

Alset Solar Inc.

United States of America

Alset Capital Inc.

United States of America

Hapi Cafe Inc.

United States of America

LiquidValue Development Pte.

LiquidValue Development Limited

Alset F&B Holdings Pte.

6 unchanged sentences

United States of America

Hapi Air Inc.

United States of America

AHR Texas Three, LLC

United States of America

Alset Capital Pte.

Hapi Cafe Korea, Inc.

Green Energy REIT Inc.

United States of America

Green Energy Management Inc.

United States of America

Alset Metaverse Inc.

United States of America

Alset Management Group Inc.

United States of America

Alset Acquisition Sponsor,

Alset Acquisition Sponsor, LLC

United States of America

HWH International Inc.

Alset Capital Acquisition Corp.)

United States of America

Alset Spac Group Inc.

United States of America

Alset eVehicle Pte.

Alset Mining Pte.

7 unchanged sentences

United States of America

Robotic gHome Inc.

United States of America

HWH Merger Sub, Inc.

United States of America

Alset Home REIT Inc.

United States of America

Hapi Metaverse Inc.

United States of America

Hapi Café Limited

Hapi Cafe Limited

MOC HK Limited

2 unchanged sentences

Alset F&B (PLQ) Pte.

Hapi Café Sdn.

Shenzhen Leyouyou Catering

Management Co., Ltd.

Dongguan Leyouyou Catering

Management Co., Ltd.

Guangzho Leyouyou Catering

Management Co., Ltd.

Hapi Cafe Sdn.

Shenzhen Leyouyou Catering Management Co., Ltd.

Dongguan Leyouyou Catering Management Co., Ltd.

Guangzho Leyouyou Catering Management Co., Ltd.

Hapi Travel Ltd.

Alset Capital Acquisition

United States of America

Hapi Acquisition Pte.

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

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

Robotic Ai Trade Pte.

Ketomei Pte Ltd

Hapi MarketPlace Inc.

United States of America

Hapi Cafe Co., Ltd.

Although the Company indirectly holds less than 50% of shares of these entities, the subsidiaries of the Company directly hold more than 50% of shares of these entities, and therefore, they are still consolidated into the Company.

preparation of financial statements in conformity with U.S.

18 unchanged sentences

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

On September 30, 2023

On March 31, 2024

and December 31, 2023, the Company adjusted $ 0 and $ 951,349 between building and land, respectively.

During the three months

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

During the nine months

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

During the three months ended March

31, 2024 and 2023, the Company adjusted depreciation expenses of $ 0 and $ 0 , respectively.

and Cash Equivalents

2 unchanged sentences

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

There were no cash equivalents as of September

There were no cash equivalents as of March 31,

2024 and December 31, 2023.

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 loan.

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

15, 2022 approximately $ 2,300,000 was released from collateral, leaving approximately $ 300,000 as collateral for outstanding letters

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

the escrow account were specifically to be used for the payment of the loan from M&T Bank.

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

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

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

March 31, 2024 and December 31, 2023.

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 March 31, 2024 and December 31, 2023, the total balance of this account was $ 107,793 and

$ 107,767 , respectively.

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

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

As of December 31, 2021, the

account balance was $ 36,316 .

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

Company puts money into brokerage accounts specifically for equity investment.

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

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

As of March 31, 2024 and December 31, 2023, the cash balance

in these brokerage accounts was $ 857,541 and $ 859,799 , respectively.

held in Trust Account

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

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

Receivables and Allowance for Doubtful Accounts

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

September 30, 2023 and December 31, 2022, the balance of account receivables was $ 72,299 and $ 46,522 , respectively.

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

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

Inventory is stated at the lower of cost or

net realizable value.

Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to

their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business less

the estimated costs necessary to make the sale.

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

goods procured from suppliers.

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

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

During the nine months ended September 30, 2023, the

Company determined that total inventory costed $ 9,743

write off was required and recorded in cost of revenue.

March 31, 2024 and December 31, 2023, the Company had approximately $ 0 and $ 21.0 million, respectively, in investments in treasury

securities held in the Trust Account.

The funds in the Trust Account were subject to redemption by investors of HWH International Inc.

(formerly known as Alset Capital Acquisition Corp.)

Receivables and Allowance for Credit Losses

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.

Account receivables considered

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

As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, the balance of account receivables

was $ 85,427 and $ 77,517 , 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 March

31, 2024 and December 31, 2023.

On January 9, 2024, the Company sold 1,600,000 shares of HWH International Inc.

(“HWH”) to two investors

( 800,000 shares to each).

The consideration for each of the two purchases of stock is $ 8,000,000 to be paid through the issuance of a

promissory note at the purchase price of $ 10 per share.

These promissory notes carry interest of 1.5 % and have maturity dates two years

from the date of the notes.

Each investor also entered into a Security Agreement.

Security interest in the brokerage account into

which each investor deposited the Shares (the “Collateral”) shall in each case serve as security for the Company’s repayment

of their respective promissory note, and repossession of such Collateral by the Company shall be the sole recourse for non-payment.

of March 31, 2023, the share price of HWH’s stock is $ 0.95 .

The Company does not expect that investors will repay the promissory

notes when due, as the value of the shares is significantly lower than the original purchase price of $ 10 per share.

The Company expects

that all the shares will be returned to the Company at the notes’ maturity date and the notes will be canceled as well.

Accordingly, the Company has not recognized the receivable or any gain

or loss related to the transaction.

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

Cost is determined using the first-in, first-out method and includes all costs

in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary

course of business less the estimated costs necessary to make the sale.

As of March 31, 2024 and December 31, 2023, inventory consisted

of finished goods from subsidiaries of HWH International Inc.

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

1 unchanged sentence

at the close of the reporting period.

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

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

(“Lucy”) are publicly

traded companies.

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

owner of approximately 14.1 % of common shares of Holista, 4.3 % of the common shares of AMBS and less than 0.1 % of common shares of True

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,

(“Value Exchange International” or “VEII”), an OTC listed company, for an aggregate subscription price of

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 prices.

The Company disposed the shares of Lucy in the first nine

months of 2023.

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

The objective is to generate profits on

short-term differences in market prices.

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

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

The Company has elected the

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

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

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

(“Value Exchange International” or

“VEII”) and Sharing Services Global Corp.

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

determined by quoted stock prices.

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

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

fair value accounting.

Company has significant influence over DSS.

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

of the common stock of DSS, respectively.

March 20, 2024, HWH International Inc., a subsidiary of the Company (“HWH”), entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note

in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants

exercisable into 208,333,333 shares of SHRG’s common stock at an exercise price of $ 0.0012 per share, the exercise period of the

warrant being five (5) years from the date of the Securities Purchase Agreement, for an aggregate purchase price of $ 250,000 .

time of filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants.

The Company has a portfolio of trading securities.

The objective is to

generate profits on short-term differences in market prices.

The Company does not have significant influence over any trading securities

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

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.

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.

has significant influence over DSS.

As of March 31, 2024 and December, 2023, the Company owned approximately 44.4 % and 44.4 % of the

common stock of DSS, respectively.

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

Chan Tung Moe,

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

William Wu, Wong Shui Yeung and Joanne Wong

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

Company has significant influence over NECV as the Company is the beneficial owner of approximately 0.5 % of the common shares of

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

Additionally,

our CEO is a significant stockholder of NECV shares.

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

of the common shares of VEII.

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

members of the Board of Directors of VEII.

Chan Tung Moe, our

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

William Wu, Wong Shui Yeung and Joanne Wong Hiu

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

The Company has significant

influence over NECV as the Company holds approximately 0.5 % of the common shares of NECV and one employee from the Company holds a

director position on NECV’s Board of Directors.

The Company has significant

influence over Value Exchange International as the Company holds approximately 48.7 % of the common shares of VEII.

Chan and another

member of the Board of Directors of Hapi Metaverse Inc., Lum Kan Fai Vincent, are both members of the Board of Directors of VEII.

In addition to Mr.

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

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

Wong Shui Yeung and Mr.

Wong Tat Keung).

Company has significant influence over SHRG as the Company is the beneficial owner of 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.

are also members of the Board of Directors of

VEII (Wong Shui Yeung and Wong Tat Keung).

The Company has significant

influence over SHRG as the Company holds approximately 33.4 % of the common shares of SHRG and our CEO holds a director position on

SHRG’s Board of Directors.

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.

a related party private company, in conjunction with the Company lending two $ 200,000 promissory notes.

For further details on this transaction,

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

As of September 30, 2023 and December

31, 2022, AMRE was a private company.

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

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

After the conversion, the Company

owns approximately 15.8 % of AMRE.

On August 8, 2023, DSS Inc.

August 8, 2023, DSS Inc.

distributed shares of Impact Biomedical Inc.

(“Impact”) beneficially held

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

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

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

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

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

As of September

30, 2023, Impact was a startup private company.

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

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

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

Fair Value Measurement (Topic 820):

Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its

Equivalent) (“2015-07”).

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

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

This fund invests

in long-short digital assets.

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

The Company closed

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

(“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 March 31, 2024 and

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 March 31, 2024 and December 31, 2023.

Securities at Cost

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An impairment loss

is recognized in the condensed consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds

the fair value of the investment.

is recognized in the consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair

value of the investment.

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

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

September 30, 2020, the Company acquired 3,800 shares, representing the ownership of approximately 19 %, from HWH World Company Limited

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

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

September 30, 2020, the Company acquired 3,800 shares, approximately 19 % ownership, from HWH World Company Limited (f.k.a.

(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.

K Beauty was established

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

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

as of March 31, 2024, a company concentrating on medical real estate.

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

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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 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.

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 subsequently to 36.9% and the entity was deconsolidated in accordance with ASC 810-10.

Upon deconsolidation the

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

As a result of the deconsolidation,

the Company recognized gain of approximately $ 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.

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

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

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

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

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

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

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

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

converted into an investment in Ketomei.

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

After the conversion

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

Pacific Financial, Inc.

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

Inc., formerly known as American Pacific Bancorp, Inc.

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

APF was consolidated

into the Company under common control accounting.

On September 8, 2021 APF sold 6,666,700 shares Series A Common Stock to DSS, Inc.

$ 40,000,200 cash.

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

During the three months ended March 31, 2024

and 2023, the investment loss was $ 1,079,937 and $ 17,749 , respectively.

As of March 31, 2024 and December 31, 2023, the investment in

APF was $ 6,346,453 and $ 7,426,390 , respectively.

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

(“HCI-T” or “Hapi Café”)

lent $ 76,723

to Ketomei Pte.

On March 21, 2022 HCI-T 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

After the conversion and fund investment HCI-T held 28 %

of Ketomei as of December 31, 2023.

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

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

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

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.

February 20, 2024, Hapi Cafe invested $ 312,064

for an additional 38.41 %

ownership interest in Ketomei by converting $ 312,064 of convertible loan.

The loan was impaired at the year ended of December 31,

2023, therefore, $ 312,064 was transferred from impairment of convertible loan to impairment of equity method investment.

additional investment, Hapi Cafe owns 55.65 %

(the Company owns indirectly 41 %) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of

the Company beginning on February 20, 2024.

Brokers Company Inc.

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Additionally, DSS, of which we own 44.4% and have significant influence over, owns 80.1%

of Sentinel .

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

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

During the three months ended March 31, 2024 and 2023 the investment loss in Sentinel was $ 26,737 and $ 0 , respectively.

Investment in Sentinel was $ 98,027 and $ 124,763 at March 31, 2024 and December 31, 2023, respectively.

in Debt Securities

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comprehensive income or loss.

Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated

statements of comprehensive income.

The Company monitors its investments for other-than-temporary impairment by considering factors including,

but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends

Realized gains and losses on debt securities are recognized in the net income in the consolidated statements

of comprehensive income.

The Company monitors its investments for other-than-temporary impairment by considering factors including, but

not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends

and other company-specific information.

Company invested $ 50,000 in a convertible promissory note of Sharing Services Global Corporation (“SHRG Convertible Note”),

a company quoted on the US OTC market.

The value of the convertible note was estimated by management using a Black-Scholes valuation

The fair value of the note was $ 9,799 on December 31, 2021.

The note was redeemed on July 14, 2022 and $ 50,000 principal together

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

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

a private company in South Korea.

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

The conversion price is approximately

$ 21.26 per common share of Vector Com.

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

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

The interest rate is 2 % per annum.

The conversion price is approximately $ 21.26 per common share of

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

The Company wrote off this loan

at March 31, 2024.

Interest Entity

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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 -$ 1.4 million and $ 2.9 million for the three months ended September 30, 2023

and 2022, respectively.

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

ended September 30, 2023 and 2022, respectively.

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 $ 3 million and $ 2.5 million for the three months ended March 31, 2024 and 2023,

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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Management may use the market comparison method to value other relatively

small projects, such as the project in Perth, Australia, which was completed during the year 2022.

In addition to the annual assessment

of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), the Company

applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events

or circumstances indicate that an impairment loss may have occurred.

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

Agreements to Sell Lots

October 28, 2022, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership and subsidiary of the Company, entered

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

a Colorado limited liability company (the “Buyer”).

Pursuant to the terms of the Agreement, the Seller agreed to sell approximately

242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas known as the “Lakes

at Black Oak.” On November 28, 2022, the parties to the Agreement entered into an amendment to the Agreement (the “Amendment”).

Pursuant to the Amendment, the parties agreed that the Buyer would purchase approximately 131 single-family detached residential lots,

instead of 242 lots.

This transaction closed on April 13, 2023.

March 16, 2023, 150 CCM Black Oak Ltd.

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

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

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

which comprise a section of the Lakes at Black Oak.

The transaction closed on May 15, 2023.

March 17, 2023, 150 CCM Black Oak Ltd.

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

Sale Agreement”) with Davidson Homes, LLC, an Alabama limited liability company (“Davidson”).

Pursuant to the terms

of the Purchase and Sale Agreement, the Seller has agreed to sell approximately 189 single-family detached residential lots developed

within section 2 of Black Oak project.

The sale of the first 94 lots closed on May 30, 2023.

The sale of remaining lots is estimated

to close at the end of the year 2023.

small projects.

In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant

and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets on an

annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

Company did not record impairment on any of its projects during the three months ended on March 31, 2024 and 2023.

under development

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

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

As of March 31, 2024 and December 31, 2023, 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.

these purchased homes are properties of our rental business.

in Single-Family Residential Properties

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down to its estimated fair value.

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

2023 and 2022.

The Company did not recognize any impairment losses during three months ended March 31, 2024 and 2023.

of Model Houses

May 2023, the Company entered into lease agreement for one of its model houses located in Montgomery County, Texas.

July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”).

August 3, 2023, 150 CCM Black Oak Ltd entered into a development and construction agreement with Davidson Homes, LLC to build a model

house located in Montgomery County, Texas.

On January 4, 2024, 150 CCM Black Oak Ltd sent $ 220,076 to Davidson as reimbursement for final

construction cost and the contractor’s fee.

The model home lease commenced on January 1, 2024, lease term is twenty-four ( 24 ) full

months and annual base rent equals to twelve percentage ( 12 %) of the total of the final cost of construction costs and the contractor’s

Recognition and Cost of Revenue

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to customers.

The Company adopted this new standard on January 1, 2018 under the modified retrospective method.

The adoption of this

new standard did not have a material effect on our financial statements.

accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services.

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following represents the Company’s revenue recognition policies by Segments:

Company’s main business is land development.

The Company purchases land and develops it for building into residential communities.

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

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 into sales contracts with the

Company before they take the lots.

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

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 project and Black Oak project, which represented approximately 0 % and 18 % for Ballenger

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

the contract with a customer.

The builders enter a sales contract

with the Company before they take the lots.

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

The builders do the

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

A detailed breakdown of the

five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately 83 % and 0 % of the Company’s

revenue in the three months ended March 31, 2024 and 2023, is as follows:

Identify the contract with a customer.

Company has signed agreements with the builders for developing the raw land to ready to build lots.

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timelines, and specifications for what is to be provided.

the performance obligations in the contract.

Identify the performance obligations in the contract.

obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that

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The customer inspects all lots prior to accepting title to ensure all specifications are met.

the transaction price.

Determine the transaction price.

transaction price per lot is fixed and specified in the contract.

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by both parties.

the transaction price to performance obligations in the contract.

Allocate the transaction price to performance obligations

in the contract.

lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated

revenue when (or as) the entity satisfies a performance obligation.

Recognize revenue when (or as) the entity satisfies

a performance obligation.

builders do the inspections to make sure all conditions/requirements are met before taking title of lots.

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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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These amounts are presented

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

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

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

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

For the three and nine months ended

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

of the Front Foot Benefit Assessments

have established a front foot benefit (“FFB”) assessment on all of the NVR lots.

This is a 30-year annual assessment allowed

in Frederick County which requires homeowners to reimburse the developer for the costs of installing public water and sewer to the lots.

These assessments become effective as homes are settled, at which time we can sell the collection rights to investors who will pay an

upfront lump sum, enabling us to more quickly realize the revenue.

The selling prices range from $ 3,000 to $ 4,500 per home depending

the type of the home.

Our total revenue from the front foot benefit assessment is approximately $ 1 million.

To recognize revenue of the

FFB assessment, both our and NVR’s performance obligation have to be satisfied.

Our performance obligation is completed once we

complete the construction of water and sewer facility and close the lot sales with NVR, which inspects these water and sewer facility

prior to close lot sales to ensure all specifications are met.

NVR’s performance obligation is to sell homes they build to homeowners.

Our FFB revenue is recognized on quarterly basis after NVR closes sales of homes to homeowners.

The agreement with these FFB investors

is not subject to amendment by regulatory agencies and thus our revenue from the FFB assessment is not either.

During the three months

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

During the nine

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

of Real Estate Sale

In the three months ended March

31, 2024 and the year ended December 31, 2023, the Company did not recognize any deferred revenue and collected all rents due.

Cost of Real Estate Sale

of the costs of real estate sales are from our land development business.

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

of Rental Revenue

Cost of Rental Revenue

of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and

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Utility expenses are paid directly by tenants.

Product Direct Sales

Company’s net sales consist of product sales.

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

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

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

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

Product and membership returns for the three months ended March 31, 2024

and 2023 were approximately $ 0 and $ 1,162 , respectively.

Annual Membership

Company collects an annual membership fee from its members.

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

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

30, 2023 and December 31, 2022, respectively.

Deferred revenue relating to membership was $ 0

and $ 0 at March 31, 2024 and

December 31, 2023, respectively.

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

is currently working on a new membership model.

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.

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.

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

and Dongguan Leyouyou Catering

Management Co., Ltd.

in the People’s Republic of China.

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

in Mainland China.

The Company is currently

working on a new membership model.

Food and Beverage

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

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.

2023 the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering Management

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

The three companies are 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

of September 30, 2023 and December 31, 2022, there were no remaining performance obligations or continuing involvement, as all service

obligations within the other business activities segment have been completed.

Remaining performance obligations

of March 31, 2024 and December 31, 2023, there were no remaining performance obligations or continuing involvement, as all service obligations

within the other business activities segment have been completed.

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

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date of employee termination.

Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted

to non-employees for goods and services.

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

$ 0 as stock-based compensation expense.

During the three months ended on March 31, 2024 and 2023, the Company recorded $ 0 as stock-based

compensation expense.

and reporting currency

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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”), South Korean Won (“KRW”) and Chinese

Yuan (CN¥), which are also the functional currencies of these entities.

The financial records of

the Company’s subsidiaries located in Singapore, Hong Kong, Australia, South Korea and the People’s Republic of 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

in foreign currencies

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The Company recorded foreign exchange gain of $ 1,193,636 and $ 788,302

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

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

$ 2,617,896 during the nine months ended on September 30, 2023 and 2022, respectively.

The foreign currency transactional gains and losses

are recorded in operations.

loss during the three months ended on March 31, 2024 and 2023, respectively.

The foreign currency transactional gains and losses are

recorded in operations.

of consolidated entities’ financial statements

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component of comprehensive income (loss).

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

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

The Company recorded other

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

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

Company recorded other comprehensive loss of $ 1,161,932 from foreign currency translation for the three months ended March 31, 2024 and

$ 1,095,943 gain for the three months ended March 31, 2023, in accumulated other comprehensive loss.

(loss) per Share

Company presents basic and diluted earnings (loss) per share data for its common shares.

Basic earnings (loss) per share is calculated

by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares

outstanding during the year, adjusted for treasury shares held by the Company.

earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average

number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which

comprise convertible securities, such as stock options, convertible bonds and warrants.

At March 31, 2024 there were 425,216 potentially

dilutive warrants outstanding.

At December 31, 2023 there were 425,216 potentially dilutive warrants outstanding.

Value Measurements

820, Fair Value Measurement and Disclosures , defines fair value as the exchange price that would be received for an asset or paid

to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction

between market participants on the measurement date.

This topic also establishes a fair value hierarchy which requires classification

based on observable and unobservable inputs when measuring fair value.

There are three levels of inputs that may be used to measure fair

Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities.

Inputs other than quoted prices that are observable, either directly or indirectly.

These include quoted prices for similar assets

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs that are supported by little or no market activity;

therefore, the inputs are developed by the Company using estimates

and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies,

or similar techniques.

carrying value of the Company’s financial instruments, including cash and restricted cash, accounts receivable and accounts payable

and accrued expenses approximate fair value because of the short-term maturity of these financial instruments.

The liabilities in connection

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

as a level 3 liability.

Non-controlling

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

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

March 31, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 8,371,464 and $ 8,601,562 , respectively.

Financing Costs

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based on their size.

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

Conversion Features

Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30.

The intrinsic value of a beneficial

conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible

note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable.

This discount

is amortized over the period from the date of issuance to the date the note is due using the effective interest method.

If the note payable

is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense.

In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative

fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at

the commitment date to be received upon conversion.

Accounting Pronouncements

pronouncement adopted

October 2021, the FASB issued ASU No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers.” ASU 2021-08 requires the company acquiring contract assets and contract liabilities

obtained in a business combination to recognize and measure them in accordance with ASC 606, “Revenue from Contracts with Customers”.

At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract.

the update such amounts were recognized by the acquiring company at fair value.

The amendments in this update are effective for fiscal

years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted, including

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

The Company adopted these requirements prospectively,

effective on the first day of the year 2023.

June 2016, the FASB issued ASU No.

2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on

Financial Instruments” (“ASU 2016-13”).

ASU 2016-13 requires financial assets measured at amortized cost to be presented

at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events,

including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported

An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances.

ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal

years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning

of the first reporting period in which the guidance is effective.

In November of 2019, the FASB issued ASU 2019-10, which delayed the

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

The Company adopted

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

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

Facilitation of Reference Rate Reform on Financial Reporting .

The amendments in this update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP)

to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments

in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate

expected to be discontinued because of reference rate reform.

The Company’s line of credit agreement provides procedures for determining

a replacement or alternative rate in the event that LIBOR is unavailable.

The amendments in this update are effective for all entities

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

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

in Entity’s Own Equity (Subtopic 815-40) which simplifies the accounting for convertible instruments.

The guidance removes

certain accounting models which separate the embedded conversion features from the host contract for convertible instruments.

a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard.

2020-06 is effective for fiscal years beginning after December 15, 2023 for smaller reporting companies, including interim

periods within those fiscal years.

Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020.

Company is currently evaluating the impact of ASU 2020-06 on its future consolidated financial statements.

of March 31, 2024 and December 31, 2023, the capitalized financing costs were $ 756,942 and $ 1,225,739 , respectively.

CONCENTRATIONS

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At times, these balances may exceed the insurance limits.

As of September 30, 2023 and December 31,

As of March 31, 2024 and December 31, 2023,

uninsured cash and restricted cash balances were $ 20,945,321 and $ 23,748,169 , respectively.

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

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

property development revenue.

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

48 % of the Company’s property development revenue.

the three months ended March 31, 2024, one customer accounted for approximately 100 % of the Company’s property development revenue.

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

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

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

months ended September 30, 2023 and 2022:

OF SEGMENT INFORMATION

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

months ended March 31, 2024 and 2023:

SCHEDULE OF SEGMENT INFORMATION

Digital Transformation Technology

Biohealth Business

Nine Months Ended on September 30, 2023

Three Months Ended on March 31, 2024

Cost of Sales

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( 3,694,354 )

( 7,119,288 )

Operating Income (Loss)

( 2,131,977 )

( 2,266,513 )

Other Income (Expense)

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( 1,034,288 )

( 3,497,117 )

( 7,313,792 )

Digital Transformation Technology

Biohealth Business

Nine Months Ended on September 30, 2022

Three Months Ended on March 31, 2023

Cost of Sales

( 1,880,914 )

( 2,478,596 )

Operating Expenses

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$ ( 2,327,385 )

$ ( 6,500,701 )

Operating Loss

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( 2,089,730 )

Operating Income (Loss)

( 1,407,882 )

Other Income (Expense)

( 2,089,730 )

Other Income (Expense)

( 1,061,068 )

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( 4,323,182 )

Net Income (Loss) Before Income Tax

( 1,191,499 )

( 2,899,946 )

September 30, 2023

( 4,323,182 )

March 31, 2024

Cash and Restricted Cash

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REAL ESTATE ASSETS

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

OF REAL ESTATE ASSETS

September 30,

of March 31, 2024 and December 31, 2023, real estate assets consisted of the following:

SCHEDULE OF REAL ESTATE ASSETS

Construction in Progress

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family residential properties

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

of March 31, 2024 and December 31, 2023, the Company owned 132 Single Family Residential Properties (“SFRs”).

The Company’s

aggregate investment in those SFRs was $ 31 million.

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

Depreciation expense was $ 264,052 and $ 243,702 in the three months ended March 31,

2024 and 2023, respectively.

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

respectively.

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

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

OF SINGLE FAMILY RESIDENTIAL PROPERTIES

following table presents the summary of our SFRs as of March 31, 2024:

SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Average Investment

BUILDER DEPOSITS

November 2015, SeD Maryland Development, LLC (“SeD Maryland”) entered into lot purchase agreements with NVR, Inc.

relating to the sale of single-family home and townhome lots to NVR in the Ballenger Run Project.

The purchase agreements were amended

three times thereafter.

Based on the agreements, NVR was entitled to purchase 479 lots for a price of approximately $ 64,000,000 , which

escalated 3% annually after June 1, 2018 .

part of the agreements, NVR was required to give a deposit in the amount of $ 5,600,000 .

Upon the sale of lots to NVR, 9.9 % of the purchase

price is taken as payback of the deposit.

A violation of the agreements by NVR would cause NVR to forfeit the deposit.

On January 3,

2019 and April 28, 2020, NVR gave SeD Maryland two more deposits in the amounts of $ 100,000 and $ 220,000 , respectively, based on the

3rd Amendment to the Lot Purchase Agreement.

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

Remaining balance

of $ 31,553 was repaid during 2022.

NOTES PAYABLE

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

OF NOTES PAYABLE

September 30,

of March 31, 2024 and December 31, 2023, notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

Motor Vehicle Loans

Loans for Operations

Promissory Note to EF Hutton

Total notes payable

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amount of $ 18,500,000 .

The line of credit bears interest rate of 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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on the face amount of the L/C.

Other standard lender fees will apply in the event the L/C is drawn down.

The loan is a revolving line

Other standard lender fees will apply in the event L/C is drawn down.

The loan is a revolving line of

The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed.

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

As of September

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

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

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

expired during 2022 and only L/C is outstanding as of March 31, 2024 and December 31, 2023.

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

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

Protection Program Loan

February 11, 2021, the Company entered into a five year note with M&T Bank with a principal amount of $ 68,502 pursuant to the Paycheck

Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The PPP Loan was evidenced by a promissory note.

The PPP Term Note had a fixed annual rate of 1.00 %, with the first sixteen months of

principal and interest deferred until we applied for loan forgiveness.

The PPP Term Note was subject to acceleration upon the occurrence

of an event of default.

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

The Company applied

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

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

In April 2022 the Company

received confirmation that the PPP Loan was fully forgiven.

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

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

“Australia Loan”) for the purpose of funding land development.

The loan facility provides SeD Perth with access to funding

of up to approximately $ 460,000 and matures on December 31, 2018 .

The Australia Loan is secured by both the land under development and

a pledged deposit of $ 36,059 .

This loan is denominated in AUD.

Personal guarantees amounting to approximately $ 500,000 have been provided

by our CEO, Chan Heng Fai and by Rajen Manicka, the CEO of Holista CollTech and Co-founder of iGalen Inc.

The interest rate on the Australia

Loan is based on the weighted average interest rates applicable to each of the business markets facility components as defined within

the loan agreement, ranging from 4.12 % to 4.86 % per annum for the nine months ended September 30, 2021.

On September 7, 2017 the Australia

Loan was amended to reduce the maximum borrowing capacity to approximately $ 179,000 .

During 2020, the terms of the Australia Loan were

amended to reflect an extended maturity date of April 30, 2022 .

This was accounted for as a debt modification.

The Company did not pay

fees to the National Australian Bank Limited for the modification of the loan agreement.

In February 2022, SeD Perth repaid the loan.

On December 14, 2023 approximately

$ 201,751 was released from collateral, leaving approximately $ 100,000 as collateral for outstanding letters of credit.

Vehicle Loans

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

total purchase price of the car, including associated charges, was approximately $ 184,596 .

Alset International paid an initial deposit

of $ 78,640 , and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the 84 months.

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

purchase price of the car, including associated charges, was approximately $ 184,596 .

Alset International paid an initial deposit of $ 78,640 ,

and would make monthly instalment of approximately $ 1,300 , including interest of 1.88 % per annum, for the 84 months.

September 22, 2022 Alset International entered into an agreement with United Overseas Bank Limited to purchase additional car for business.

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

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

minimum principal payments under existing motor vehicle loans at March 31, 2024 in each calendar year through the end of their terms

are as follows:

OF FUTURE MINIMUM PAYMENTS

SCHEDULE OF FUTURE MINIMUM PAYMENTS

Total Future Receipts

for Operations

subsidiary, Ketomei Pte Ltd (“Ketomei”) has a loan from DBS Bank Limited, which was used to fund Ketomei’s current

Ketomei owns the bank $ 54,313 at March 31, 2024.

borrowed also funds from an individual to whom Ketomei owns $ 42,919 at March 31, 2024.

Note to EF Hutton

December 18, 2023, the Company’s subsidiary, HWH International Inc.

(“HWH”) entered into a Satisfaction and

Discharge of Indebtedness Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton, a

division of Benchmark Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash upon the closing of the business combination, 149,443

shares of the Company’s common stock and a $ 1,184,375

promissory note as full satisfaction.

This agreement was effective at the closing of business combination on January 9, 2024.

149,443 shares were issued as of the price of $ 10.10 , totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at

issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss was recognized upon issuance of the shares on January

9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity.

The promissory note carries interest

rate equal to SOFR (secured overnight financing rate for U.S.

Government Securities Business Day published by the Federal Reserve

Bank of New York) plus a margin of one percent.

The principal amount of the promissory note and any accrued interest shall mature

(i) partially in the event HWH completes an offering within one year of the date of the promissory note, the amount of outstanding

debt maturing being proportionate to the amount of proceeds of the future offering, or (ii) in partial installments through October

of 2028, the outstanding balance being paid annually until the balance owed is paid in full.

RELATED PARTY TRANSACTIONS

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

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

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

and warrants, total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital at December 31, 2021, as it

was a related party transaction.

and Sale of Stock in True Partners Capital Holding Limited

March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partners Capital Holding Limited for $ 6,729,629 from a related

The fair market value of such stock on the acquisition date was $ 10,003,689 .

The difference between the purchase price and the

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

equity at December 31, 2021.

Pursuant to a Stock Purchase Agreement from February 2022, the Company sold 62,122,908 shares of True Partner

(through the transfer of subsidiary and otherwise), for a purchase price of 17,570,948 shares of common stock of DSS.

shareholders approved the Stock Purchase Agreement on May 17, 2022 (which is deemed to be the effective date of this transaction).

transaction loss of $ 446,104 , which is the difference between the fair value of True Partner stock and fair value of DSS stock at the

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

the purchase date, $ 973 as of March 31, 2024 and $ 430 as of December 31, 2023.

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

warrants, total $ 1,067,808 and the purchase price $ 122,039 , was recorded as additional paid in capital at December 31, 2021, as it was

a related party transaction.

Reorganization

of Home Rental Business

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

and Alset International, 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, and Alset International

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’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.

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 and Alset EHome Inc.

Shares Dividend Received from DSS

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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.

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

of Alset International, 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 three and nine months ended September 30, 2023.

of HWH International Inc.

Alset Capital Acquisition Corp.)

May 1, 2023, HWH International Inc.

(then known as Alset Capital Acquisition Corp., or “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

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.

Combination 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

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 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 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 together.

In addition, the Sponsor owns warrants convertible into up

to 236,875 shares of New HWH common stock upon exercise.

The transaction described above was a transaction between entities under

common control.

In the transactions under common control, financial statements and financial information were presented as of the beginning

of the period as though the assets and liabilities had been transferred at that date.

The company controlled both entities and accordingly,

the equity was eliminated in consolidation.

of Hapi Travel Ltd.

June 14, 2023, one of the Company’s subsidiaries acquired Hapi Travel Ltd.

from Business Mobile Intelligence Ltd., a company 100 %

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

On November 17, 2021, Chan Heng Fai had acquired

Hapi Travel Ltd.

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

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:

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 Stock.

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

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

On March 31, 2024 the fair value of the remaining $ 100,000

of convertible note and warrants was $ 28,892

and $ 877,257 ,

respectively.

On December 31, 2023 the fair value of the remaining $ 100,000

of convertible note and warrants was $ 101,150

and $ 2,487,854 ,

respectively.

(For further details on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible

Note Receivables).

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

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

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

Under 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

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 fair value of this convertible note on March 31,

2024 and December 31, 2023 was $ 323,497

and $ 1,106,477 ,

respectively.

(For further details on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible

Note Receivables).

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

Notes to Sharing Services

January 17, 2024, the Company received a Convertible Promissory Note (the “Convertible Note”) from Sharing Services

(“SHRG”), an affiliate of the Company, in exchange for a $ 250,000 loan

made by the Company to SHRG.

The Company may convert a portion or all of the outstanding balance due under the Convertible Note into

shares of SHRG’s common stock at the average closing market price of SHRG stock within the last three (3) days from the date

of conversion notice.

The Convertible Note bears a 10 %

interest rate and has a scheduled maturity six (6) months from the date of the Convertible Note, or July

fair value of this Convertible Note on March 31, 2024 was $ 262,782.

further details on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible Note

Receivables).

March 20, 2024, HWH International Inc., a subsidiary of the Company (“HWH”), entered into a Securities Purchase

Agreement (the “Securities Purchase Agreement”) with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible

Promissory Note in the amount of $ 250,000 ,

convertible into 208,333,333

shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 208,333,333

shares of SHRG’s common stock at an exercise price of $ 0.0012

per share, the exercise period of the warrant being five (5) years from the date of the Securities Purchase Agreement, for an

aggregate purchase price of $ 250,000 .

At the time of filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants.

On March 31, 2024 the fair value of the convertible note and warrants was $ 324,521

and $ 141,667 ,

respectively.

(For further details on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible

Note Receivables).

Advance to Related Party

On February 20, 2024, the Company sent $ 550,000 to Sentinel Brokers Company

(“Sentinel”).

The initial purpose of the transfer was to invest in shares of this company.

The transaction did not close

as planned and the management has not yet decided on the next steps regarding the funds.

The Company has significant influence over Sentinel

as it holds 11.6 % of outstanding shares of Sentinel and its CEO holds a director position on Sentinel’s Board of Directors.

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

for its general operations.

As of September 30, 2023

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

As of March 31, 2024 and

December 31, 2023, the outstanding balance was $ 12,165 and $ 12,716 , respectively.

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

for its general operations.

As of September 30, 2023

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

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

with a majority-owned subsidiary of the Company.

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

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

In addition, MacKenzie Equity Partners has been paid

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

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

MacKenzie Equity Partners will

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

Company incurred expenses of $ 125,000 and $ 275,000 in the three and nine months ended September 30, 2023, respectively, and $ 75,000 and

$ 275,000 in the three and nine months ended September 30, 2022, respectively, which were capitalized as part of Real Estate on the balance

sheet as the services relate to property and project management.

In June 2022 and August, 2023, MacKenzie Equity Partners was paid $ 50,000

and $ 50,000 bonus payment, respectively.

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

$ 25,000 , respectively.

As of March 31, 2024 and

December 31, 2023, the outstanding balance was $ 4,144 and $ 4,153 , 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 $ 75,000 and $ 75,000 in the three months ended March 31, 2024 and 2023, respectively, which were capitalized

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

On March 31, 2024 and December

31, 2023, the Company owed this related party $ 27,535 and $ 27,535 , respectively.

These amounts

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

Receivable from Related Party

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.

a company which is 15.8 % owned by LiquidValue as of September 30, 2022.

Chan Heng Fai and Chan Tung Moe are directors of American Medical

The notes carry interest rates of 8 % and are payable in two, three years and 25 months, respectively.

LiquidValue also received

warrants to purchase AMRE shares at the exercise price of $ 5.00 per share.

The amount of the warrants equals to the note principal divided

by the exercise price.

If AMRE goes to IPO in the future and IPO price is less than $10.00 per share, the exercise price shall be adjusted

downward to fifty percent (50%) of the IPO price .

In March 2022 the Company converted two $ 200,000 loans, together with associated warrants

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

On July 12, 2022, pursuant to Assignment

and Assumption Agreement from February 25, 2022, as amended on July 12, 2022, the Company sold the $ 8,350,000 loan, together with accrued

interest, to DSS for a purchase price of 21,366,177 shares of DSS’s common stock.

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

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

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

of September 30, 2023 and December 31, 2022, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales

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

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

Investment Pte.

Ltd., a company 100 % owned by one of our directors.

Such advance was made in connection with a private placement into

Alset Capital Acquisition Corp.

by its sponsor, Alset Acquisition Sponsor, LLC.

During 2022, Alset Investment repaid all balance due

of $ 476,250 .

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

and paid $ 1,746,279 to one of our directors as the consideration for purchase of 7,276,163 common shares of Value Exchange International.

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

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

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

After the transaction the Company owns approximately

48.7 % of Value Exchange International.

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

Café, respectively.

December 31, 2023, the total convertible note receivable from Ketomei, prior to impairment charges, 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 in 2023.

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 was $ 0 .

February 20, 2024, HCI-T invested $ 312,064 (SG$ 420,000 )

for an additional 38.41 %

ownership interest in Ketomei by converting $ 312,064 of convertible loan.

The loan was impaired at the year ended of December 31,

2023, therefore, $ 312,064 was transferred from impairment of convertible loan to impairment of equity method investment.

additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly 41 %) of Ketomei’s outstanding shares and Ketomei is

consolidated into the financial statements of HWH International Inc.

beginning on February 20, 2024.

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

1 unchanged sentence

The loan has variable interest

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

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

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

1 unchanged sentence

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

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

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

and New Electric CV Corp.

(“NECV,” and together with

Hapi Metaverse Inc., the “Lenders”) entered into a Convertible Credit Agreement (the “Credit Agreement”) with

Value Exchange International, Inc.

(“Value Exchange”), a Nevada corporation.

The Credit Agreement provides Value Exchange

with a maximum credit line of $ 1,500,000 (“Maximum Credit Line”) with simple interest accrued on any advances of the money

under the Credit Agreement at 8 %.

The principal amount of any advance of money under the Credit Agreement (each being referred to as

an “Advance”) is due in a lump sum, balloon payment on the third annual anniversary of the date of the Advance (“Advance

Maturity Date”).

Accrued and unpaid interest on any Advance is due and payable on a semi-annual basis with interest payments due

on the last business day of June and last business day of December of each year.

A Lender may demand that any portion or all of the unpaid

principal amount of any Advance as well as accrued and unpaid interest thereon may be paid by shares of Value Exchange Common Stock in

lieu of cash payment.

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

converted $ 1,300,000 of the principal

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

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

majority-owned subsidiary Hapi Metaverse Inc.

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

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

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

As of September

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

and nine months ended September 30, 2023, respectively.

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

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.

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

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

The acquisition

has been accounted for as a business combination.

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

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

The recorded amounts

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

from the acquisition date.

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

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.

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

in Hong Kong.

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

As of March 31, 2024 and December 31, 2023 LVAML owes the Company $ 491,087 and $ 534,671 , respectively.

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

Inc., pursuant to which Alset International agreed to lend $ 500,000 to VEII.

The loan carries simple annual interest rate of 8 %.

March 31, 2024 and December 31, 2023 the Company accrued $ 20,000 and $ 10,000 interest, respectively, and VEII owed $ 520,000 and $ 510,000 ,

respectively to Alset International.

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

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

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.

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

to 12 months from the acquisition date.

a result of the acquisition of HTL, goodwill of $ 214,174 generated in a business combination represents the purchase price of $ 214,993

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.

15 unchanged sentences

total amount of goodwill allocated to that reporting unit.

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

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 and 2023 acquisition:

OF ESTIMATES OF ACQUISITION FAIR VALUE

Acquisition Date

October 4, 2022

June 14, 2023

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 at September 30, 2023 and December 31, 2022

September 30,

Balance at beginning of the period/year

following table summarizes changes in the carrying amount of goodwill for the three months ended March 31, 2024 and the years ended December

March 31, 2024

December 31, 2023

Balance at beginning of the year

Foreign currency exchange adjustment

Balance as of end of the period/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,

35 unchanged sentences

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

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

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

March 31, 2024, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the three months ended March 31, 2024.

OF WARRANT ACTIVITY

4 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of September 30, 2023

Warrants Vested and exercisable at September 30, 2023

of Ownership of Alset International

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

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

purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price of 29,468,977 newly issued shares

of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities

purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase

price of 35,319,290 newly issued shares of the Company’s common stock.

The closing of this transaction with Chan Heng Fai was subject

to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately

8.4 % of the 3,492,713,362 total issued and outstanding shares of Alset International.

The Company had a Special Meeting of Stockholders

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

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

September 30, 2023 and December 31, 2022.

Note Converted into Shares

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

promissory note in favor of Chan Heng Fai, in the principal amount of $ 6,250,000 .

The note bears interest of 3 % per annum and was due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note could be converted in part or whole into

common shares of the Company at the conversion price of $ 0.625 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan Heng Fai opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock, which

shares were issued on January 27, 2022.

Statement on Form S-3

April 11, 2022 the Company filed a Registration Statement on Form S-3 using a “shelf” registration or continuous offering

Under this shelf registration process, the Company may, from time to time, sell any combination of the securities (common stock,

preferred stock, warrants, rights, units) described in the filed prospectus in one or more offerings up to a total aggregate offering

price of $ 75,000,000 .

A Common Stock of Alset Capital Acquisition Corp.

Warrants Outstanding as of March 31, 2024

Warrants Vested and exercisable at March 31, 2024

A Common Stock of HWH International Inc.

Subject to Possible Redemption

10 unchanged sentences

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

Accordingly, at September

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

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

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

Accordingly, at December

31, 2023, the Class A common stock of HWH International Inc.

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.

On March 31, 2024, following

redemptions and closing of business combination the temporary equity is $ 0 .

May 1, 2023, after the redemptions (for further details on this transaction refer to Note 7.

– Related Party Transactions, Consolidation

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

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

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

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

of HWH International Inc.), the Company consolidated HWH International Inc.

Issuance of HWH Shares to EF Hutton

On December 18, 2023, the

Company’s subsidiary, HWH International Inc.

(“HWH”) entered into a Satisfaction and Discharge of Indebtedness

Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton, a division of Benchmark

Investments, LLC, under which in lieu of HWH tendering the full amount due of $ 3,018,750 ,

the underwriters accepted a combination of $ 325,000

in cash upon the closing of the business combination, 149,443

shares of the Company’s common stock and a $ 1,184,375 promissory

note as full satisfaction.

This agreement was effective at the closing of business combination on January 9, 2024.

shares were issued as of the price of $ 10.10 ,

totaling the amount of $ 1,509,375 .

The fair value of the HWH shares at issuance on January 9, 2024 was $ 2.82 per share or $ 421,429 .

No gain or loss

was recognized upon issuance of the shares on January 9, 2024 as this was an adjustment to prior underwriting costs accounted for in equity.

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

Future minimum rental revenue under existing

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

leases on our properties at March 31, 2024 in each calendar year through the end of their terms are as follows:

OF FUTURE MINIMUM RENTAL PAYMENTS

5 unchanged sentences

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

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

For the three months ended March 31, 2024 and 2023, property management fees incurred by the property managers were $ 35,010 and $ 31,950 ,

respectively.

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

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

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

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

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

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

For the three months ended March 31, 2024 and 2023, leasing fees incurred by the property managers were $ 10,260 and $ 25,010 ,

respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

is a summary of the changes in the balances of accumulated other comprehensive income, net of tax:

is a summary of the changes in the balances of accumulated other comprehensive income, net of tax, for the three months ended March 31, 2024 and 2023:

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX

3 unchanged sentences

Balance at January 1, 2024

Other Comprehensive Income

Balance at March 31, 2023

Other Comprehensive Loss

$ ( 119,566 )

( 1,849,049 )

Balance at June 30, 2023

$ ( 791,512 )

Other Comprehensive Loss

( 1,006,759 )

( 1,571,744 )

Balance at September 30, 2023

Balance at March 31, 2024

$ ( 1,112,437 )

3 unchanged sentences

Balance at January 1, 2023

$ ( 367,895 )

Other Comprehensive Income

Balance at March 31, 2023

$ ( 867,862 )

Other Comprehensive Income

( 3,002,167 )

Balance at June 30, 2022

$ ( 3,870,029 )

Other Comprehensive Income

Balance at September 30, 2022

$ ( 3,499,251 )

INVESTMENTS MEASURED AT FAIR VALUE

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

of September 30, 2023 and December 31, 2022:

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

of March 31, 2024 and December 31, 2023:

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

Fair Value Measurement Using

September 30, 2023

Investment Securities- Fair Value

Investment Securities- Fair Value - Related Party

March 31, 2024

Investment Securities- Fair Value Option

Investment Securities- Trading

Convertible Note Receivable

Warrants - New Electric CV Corp.

Warrants - NECV

Warrants - VEII

Warrants - SHRG

Convertible Loan Receivable - VEII

Convertible Loan Receivable - SHRG

Total Investment in Securities at Fair Value

1 unchanged sentence

December 31, 2023

Investment Securities- Fair Value

Investment Securities- Fair Value - Related Party

Investment Securities- Fair Value Option

Investment Securities- Trading

Convertible Note Receivable

Warrants - New Electric CV Corp.

Warrants - NECV

Warrants - VEII

Convertible Loan Receivable - VEII

Total Investment in securities at Fair Value

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

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

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

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

These gains and losses were recorded directly to net loss.

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

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

loss on investment securities for the three months ended March 31, 2024 and 2023 was $ 152,468 and $ 131,313 , respectively.

loss on securities investment was $ 5,265,817 and $ 1,187,846 in the three months ended March 31, 2024 and 2023, respectively.

were recorded directly to net loss.

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

2 unchanged sentences

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

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

investment at March 31, 2024 and December 31, 2023, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

DSS (Related Party)

in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

Level 1 Equity Securities

Investment in Securities at Fair Value

1 unchanged sentence

New Electric CV (Related Party)

Investment in Securities at Fair Value

in Securities at Fair Value – Related Party

Value Exchange (Related Party)

Investment in Securities at Fair Value

in Securities at Fair Value – Related Party

Sharing Services (Related Party)

Investment in Securities at Fair Value

in Securities at Fair Value – Related Party

Trading Stocks

2 unchanged sentences

Investment in Securities at Cost

HWH World Co.

Investment in Securities at Cost

Equity Securities

Total Equity Securities

DSS (Related Party)

in Securities at Fair Value – Related Party

Trading Stocks

Investment in Securities at Fair Value

AMBS (Related Party)

Total Level 1 Equity Securities

Investment in Securities at Fair Value

Holista (Related Party)

Investment in Securities at Fair Value

New Electric CV (Related Party)

Investment in Securities at Fair Value

in Securities at Fair Value – Related Party

Value Exchange (Related Party)

Investment in Securities at Fair Value

in Securities at Fair Value – Related Party

Sharing Services (Related Party)

in Securities at Fair Value – Related Party

Trading Stocks

2 unchanged sentences

Investment in Securities at Cost

HWH World Co.

Investment in Securities at Cost

Equity Securities

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.

Total Equity Securities

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

2 unchanged sentences

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

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

OF CHANGE IN FAIR VALUE

the three months ended March 31, 2024 and 2023:

SCHEDULE OF CHANGE IN FAIR VALUE

Balance at January 1, 2024

Balance at March 31, 2024

Balance at June 30, 2023

Acquisition of VEII warrants

Balance at September 30, 2023

Balance at January 1, 2023

Balance at March 31, 2023

Balance at June 30, 2022

Balance at September 30, 2022

Com Convertible Bond

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

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

a private company in South Korea.

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

The conversion price is approximately

$ 21.26 , per common share of Vector Com.

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

unchanged from its initial purchase price.

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

with the Company lending two $ 200,000 promissory notes.

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

Note Receivable from a Related Party Company .

As of September 30, 2022 and December 31, 2021, AMRE was a private company.

the management’s analysis, the fair value of the warrants was $ 0 as of December 31, 2021.

All warrants were converted into common

shares in March 2022.

The interest rate is 2 % per annum.

The conversion price is approximately $ 21.26 per common share of

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

The Company wrote off this loan

at March 31, 2024

July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99 % ownership, and 1,220,390,000 warrants with an exercise price

2 unchanged sentences

warrants to purchase 232,000,000 shares of NECV for the total consideration of $ 232,000 , leaving the balance of outstanding warrants

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

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

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

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

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

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

The Company did not exercise any warrants during three months ended March 31, 2024 and the year

ended December 31, 2023.

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

of the warrants from NECV was $ 973 as of March 31, 2024 and $ 430 as of December 31, 2023.

fair value of the NECV warrants under level 3 category as of March 31, 2024 and December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

September 30,

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

Exercise price

6 unchanged sentences

transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company .

As of September 30, 2023,

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

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

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

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

As of March 31, 2024

and December 31, 2023, the fair value of the warrants was $ 877,257

and $ 2,487,854 ,

respectively.

The Company did not exercise any warrants during the three months ended March 31, 2024 and the year ended December 31,

fair value of the VEII warrants under level 2 category as of March 31, 2024, 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

Exercise price

Risk free interest rate

Annualized volatility

Dividend Yield

Year to maturity

March 20, 2024, HWH International Inc., a subsidiary of the Company (“HWH”), entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note

in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants

exercisable into 208,333,333 shares of SHRG’s common stock at an exercise price of $ 0.0012 per share, the exercise period of the

warrant being five ( 5 ) years from the date of the Securities Purchase Agreement, for an aggregate purchase price of $ 250,000 .

time of filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants.

fair value of the SHRG warrants under level 2 category as of March 31, 2024, was calculated using a Black-Scholes valuation model valued

with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

September 30,

Exercise price

3 unchanged sentences

Year to maturity

Convertible Loan Receivables

Company has elected to recognize the convertible loan receivables at fair value and therefore there was no further evaluation of embedded

features for bifurcation.

The Company engaged third party valuation firm to perform the valuation of convertible loans.

The fair value

of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted

COMMITMENTS AND CONTINGENCIES

Sales Agreement

November 23, 2015, SeD Maryland Development LLC completed the $ 15,700,000 acquisition of Ballenger Run, a 197 -acre land sub-division

development located in Frederick County, Maryland.

Previously, on May 28, 2014, the RBG Family, LLC entered into a $ 15,000,000 assignable

real estate sales contract with NVR, by which RBG Family, LLC would facilitate the sale of the 197 acres of Ballenger Run to NVR.

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 will convert 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 Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the new

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

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

NVR purchased 0 and 3 lots, respectively.

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

arrangements for the sale of buildable lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment.

1 unchanged sentence

as the reduction of revenue.

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

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

approximately 30,000 square feet, under leases expiring on various dates from November 2023 to March 2027.

The leases have rental rates

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

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

ended September 30, 2023 and 2022, respectively.

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

months ended September 30, 2023 and 2022, respectively.

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

ended September 30, 2023 and 2022, respectively.

As of March 31, 2024 and December 31, 2023, the accrued balance due to NVR was $ 189,475 .

at Black Oak Project

Agreement to Sell 142 Lots and 63 Lots

November 13, 2023, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership, 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 comprising a section of a residential community

in the city of Magnolia, Texas known as the “Lakes at Black Oak.” The selling price of these lots is anticipated to equal

approximately $ 7.4 million.

Pursuant to the other Agreement, the Seller has agreed to sell 63 single-family detached residential lots

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.

The selling price of these lots is anticipated to equal approximately $ 3.3 million.

The 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.

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 June 2024 to March 2027.

The leases have rental rates ranging from $ 283

Our total rent expense under these

office leases was $ 292,719 and

the three months ended March 31, 2024 and 2023, respectively.

Total cash paid for operating leases was $ 319,302

and $ 272,844

for the three months ended March 31, 2024 and

2023, respectively.

The following table outlines the details of lease terms:

OF OPERATING AND RENEWED LEASE TERMS RENTAL

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of December 31, 2023

2023 to May 2026

2021 to October 2024

– Four Seasons Park

2022 to July 2024

2022 to June 2024

2022 to July 2024

Kong - Office

2022 to October 2024

Kong - Warehouse

2022 to October 2024

2022 to September 2024

Kong – Hapi Travel

2023 to August 2025

Korea – Hapi Cafe

2022 to August 2025

Korea – HWH World

2022 to July 2025

2022 – January 2023

2021 to March 2024

2022 - November 2023

2023 – March 2027

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

Hong Kong - Office

October 2022 to October 2024

Hong Kong - Warehouse

November 2022 to October

Hong Kong - Shop

October 2022 to September

Hong Kong – Hapi Travel

September 2023 to August

South Korea – Hapi Cafe

August 2022 to August 2025

South Korea – HWH World

August 2022 to July 2025

Bethesda, Maryland

April 2024 to March 2027

December 2023 - November

China - Office

March 2023 – March

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 of 12 months or less.

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

lease payments over the lease term at commencement date.

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

payments based on information available at lease commencement.

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

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

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

its operating leases is 1.93

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

and $ 1,725,243

respectively.

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

and $ 1,628,039 ,

respectively.

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

the Years Ended September 30:

OF LEASE PAYMENTS

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

for all the leases with terms greater than twelve months.

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

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

Operating lease right-of-use assets and operating

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

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

lease payments based on information available at lease commencement.

Our incremental borrowings rates are at a range from 0.35% to 7.22%

per annum in the three months ended March 31, 2024 and December 31, 2023, which were used as the discount rates.

At March 31, 2024 the

weighted average remaining lease term is 1.97 years and weighted average discount rate is 4.36 .

The balances of operating lease right-of-use

assets and operating lease liabilities as of March 31, 2024 were $ 1,514,903 and $ 1,548,903 .

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 , respectively.

table below summarizes future payments due under these leases as of March 31, 2024.

the Years Ended March 31:

SCHEDULE OF LEASE PAYMENTS

Total Minimum Lease Payments

3 unchanged sentences

Long-term Lease Obligations

to Sell 189 Lots

March 17, 2023, 150 CCM Black Oak (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 purchased on or before December 29, 2023.

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

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

Davidson Homes

did not exercise its right to decline, and pursuant to the Contract of Sale, has made an additional deposit in escrow.

Through the date

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

On May 30, 2023 the sale of 94 lots closed and the Company received approximately

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

rental-home lease agreements require tenants to provide a one-month security deposits.

3 unchanged sentences

lease termination.

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

As of March 31, 2024 and December 31, 2023, the security deposits held in the trust account were $ 304,598 and $ 309,688 ,

respectively.

10 unchanged sentences

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

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

OF OPTION ACTIVITY

following tables summarize stock option activity under the 2013 Plan for the three months ended March 31, 2024:

SCHEDULE OF OPTION ACTIVITY

Options for Common Shares

5 unchanged sentences

Forfeited, cancelled, expired

( 1,061,333 )

Outstanding as of December 31, 2023

1 unchanged sentence

Forfeited, cancelled, expired

Outstanding as of September 30, 2023

Vested and exercisable at September 30, 2023

Outstanding as of March 31, 2024

Vested and exercisable at March 31, 2024

SUBSEQUENT EVENTS

On September 28, 2023, Alset International Limited,

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

extending an unsecured loan of $ 500,000 .

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

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

On October 3, 2023, $ 500,000

of the loan amount was transferred to VEII.

April 25, 2024, the Company’s subsidiary, HWH International Inc.

(“HWH”) entered into a binding term sheet through

its subsidiary Health Wealth Happiness Pte Ltd.

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur

in the travel industry, and Chan Heng Fai Ambrose, the Company’s Chairman and Chief Executive Officer and HWH’s Executive

Chairman, as a part of HWH’s strategy of building its travel business in Asia.

The planned joint venture company (referred to here

as the “JVC”) will be known as HapiTravel Holding Pte.

The JVC will be initially owned as follows:

(a) HWHPL will hold

19% of the shares in the JVC;

Chan will hold 11%;

and (c) the remaining 70% of the shares in the JVC are to be held by Mr.

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

What changed 10-Q

Item 1. Financial Statements