What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-14 compared with 2024-08-13 · 1714 added, 1489 removed, 594 unchanged (84% of the section changed)

1 unchanged sentence

and Subsidiaries

Consolidated Balance Sheets

and Cash Equivalents

Receivables, Net

Note Receivables

- Related Parties, Net

Loan Receivables at Fair Value - Related Party

in Securities at Fair Value

in Securities at Fair Value - Related Party

in Securities at Fair Value

in Securities at Cost

in Equity Method Securities

Condensed Consolidated Balance Sheets

September 30, 2024

December 31, 2023

Current Assets:

under Development

Lease Right-Of-Use Assets, Net

Receivables - Long Term, Net

Marketable Securities Held in Trust Account

and Equipment, Net

Cash and Cash Equivalents

Restricted Cash

Account Receivables, Net

Other Receivables, Net

Note Receivables - Related Parties, Net

Convertible Loan Receivables at Fair Value - Related Party

Prepaid Expense

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 Equity Method Securities

Total Current Assets

Rental Properties

Properties under Development

Operating Lease Right-Of-Use Assets, Net

Other Receivables - Long Term, Net

Cash and Marketable Securities Held in Trust Account

Property and Equipment, Net

$ 126,314,028

Liabilities and Stockholders’

Payable and Accrued Expenses

Underwriting Compensation

Lease Liabilities

Payable - Related Parties

Liabilities and Stockholders’ Equity:

Current Liabilities:

Lease Liabilities

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

1,976,036 shares at approximately $ 10.35 per share

as of December 31, 2023

Stockholders’

Stock, $ 0.001 par value;

Accounts Payable and Accrued Expenses

Deferred Underwriting Compensation

Deferred Revenue

Operating Lease Liabilities

Notes Payable

Notes Payable - Related Parties

Notes Payable

Total Current Liabilities

Long-Term Liabilities:

Operating Lease Liabilities

Notes Payable

Total Liabilities

Temporary Equity

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

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

Stockholders’ Equity:

Preferred Stock, $ 0.001 par value;

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

Stock, $ 0.001 par value;

Common Stock, $ 0.001 par value;

250,000,000 shares authorized;

9,235,119 and 9,235,119 shares issued and outstanding on June 30, 2024 and

December 31, 2023, respectively

Paid in Capital

9,235,119 and 9,235,119 shares issued and outstanding on September 30, 2024 and December 31, 2023, respectively

Additional Paid in Capital

Accumulated Deficit

( 254,178,065 )

( 247,885,656 )

Other Comprehensive Income

Stockholders’ Equity

Non-controlling

Accumulated Other Comprehensive Income

Total Alset Inc.

Stockholders’ Equity

Liabilities and Stockholders’ Equity

Non-controlling Interests

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 126,314,028

accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Operations and Other Comprehensive Loss

the Three and Six Months Ended June 30, 2024 and 2023

Months Ended June 30,

Condensed Consolidated Statements of Operations

and Other Comprehensive Income (Loss)

For the Three and Nine Months Ended September 30,

2024 and 2023

Three- Months Ended September 30,

Nine- Months Ended September 30,

Total Revenue

Operating Expenses

Cost of Sales

and Administrative

of Note Receivable, Goodwill and Investment

Operating Expenses

General and Administrative

Impairment of Note Receivable, Goodwill, Equipment and Investment

Total Operating Expenses

(Loss) Income from Operations

2 unchanged sentences

Other Income (Expense)

Income - Related Party

Exchange Transaction Gain

Gain on Securities Investment

Gain (Loss) on Securities Investment - Related Party

Interest Income

Interest Income - Related Party

Interest Income

Interest Expense

Foreign Exchange Transaction (Loss) Gain

( 3,673,699 )

Gain (Loss) on Securities Investment

( 1,634,713 )

Loss on Securities Investment

Unrealized Gain (Loss) on Securities Investment

Unrealized Gain (Loss) on Securities Investment - Related Party

( 10,548,684 )

Unrealized Gain (Loss) on Securities Investment

( 10,548,684 )

Gain on Equity Method Investment

Realized Loss on Securities Investment

( 11,291,166 )

Consolidation of Alset Capital Acquisition Corp.

Loss on Equity Method Investment

( 4,573,445 )

( 2,569,644 )

Other Income (Expense), Net

( 4,621,833 )

Loss on Consolidation of Alset Capital Acquisition Corp.

( 21,657,036 )

Other Expense

Total Other Income (Expense), Net

( 14,903,980 )

Net Loss Before Income Taxes

( 28,060,334 )

Net Income (Loss) Before Income Taxes

( 16,980,884 )

2 unchanged sentences

Income Tax Expense

( 1,149,965 )

( 5,813,406 )

( 8,463,756 )

( 10,136,588 )

Net Income (Loss) Attributable

to Non-Controlling Interest

Net Loss Attributable to Common

$ ( 1,239,114 )

Net Income (Loss)

( 17,026,008 )

1 unchanged sentence

( 27,162,596 )

Net Loss Attributable to Non-Controlling Interest

( 1,014,423 )

( 1,485,275 )

Net Income (Loss) Attributable to Common Stockholders

$ ( 16,011,585 )

$ ( 6,292,407 )

Other Comprehensive Loss

Currency Translation Adjustment

$ ( 25,677,321 )

Net Income (Loss)

$ ( 17,026,008 )

1 unchanged sentence

$ ( 27,162,596 )

Total Comprehensive Loss

Other Comprehensive Income (Loss)

Foreign Currency Translation Adjustment

( 1,852,698 )

( 2,940,640 )

Total Comprehensive Income (Loss)

( 18,878,706 )

( 5,188,838 )

Less Comprehensive

Loss Attributable to Non-controlling Interests

Total Comprehensive Loss Attributable

to Common Shareholders

( 30,103,236 )

Less Comprehensive Income (Loss) Attributable to Non-controlling Interests

Total Comprehensive Income (Loss) Attributable to Common Shareholders

( 18,609,138 )

1 unchanged sentence

( 29,658,510 )

Net Loss Per Share - Basic

Weighted Average Common Shares

Outstanding - Basic and Diluted

accompanying notes to condensed consolidated financial statements.

Net Income (Loss) Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and Diluted

See accompanying notes to condensed consolidated financial

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Six Months Ended June 30, 2024

Paid in Capital

Other Comprehensive Income

Alset Stockholders’ Equity

Non-Controlling

Stockholders’ Equity

A Preferred Stock

B Preferred Stock

Paid in Capital

Other Comprehensive Income

Alset Stockholders’ Equity

Non-Controlling

Condensed Consolidated Statements of Stockholders’

For the Three and Nine Months

Ended September 30, 2024

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Total Alset Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Total Alset Inc.

Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Balance at January 1, 2024

1 unchanged sentence

$ ( 247,885,656 )

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

Gain from SHRG Convertible

Notes and Warrants

Change in Non-Controlling

Interest after HWH De SPAC

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

Gain from SHRG Convertible Notes and Warrants

Change in Non-Controlling Interest after HWH De SPAC

Foreign Currency Translations

6 unchanged sentences

$ ( 254,655,314 )

Adjustment of Gain from SHRG

Convertible Notes

Change in Non-Controlling

Gain from SHRG Convertible Notes

Change in Non-Controlling Interest

Foreign Currency Translations

9 unchanged sentences

$ ( 255,894,428 )

Gain from SHRG Convertible Notes

Change in Non-Controlling Interest

Foreign Currency Translations

Net Income (Loss)

Balance at September 30, 2024

$ 333,765,499

$ ( 254,178,065 )

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Six Months Ended June 30, 2023

A Preferred Stock

B Preferred Stock

Paid in Capital

Other Comprehensive Income

Alset Stockholders’ Equity

Non-Controlling

Condensed Consolidated Statements of Stockholders’

For the Three and Nine Months

Ended September 30, 2023

Par Value $0.001

Additional Paid in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Total Alset Inc.

Stockholders’ Equity

Non-Controlling Interests

Total Stockholders’ Equity

Balance at January 1, 2023

13 unchanged sentences

$ 148,869,797

Foreign Currency Translations

( 1,849,049 )

2 unchanged sentences

( 5,807,850 )

( 5,813,406 )

Balance at June 30, 2023

$ 325,967,000

$ 2,923,279 #

$ ( 198,390,147 )

$ 130,509,367

$ 140,872,508

$ 325,967,000

$ 2,923,279 #

$ ( 198,390,147 )

$ 130,509,367

$ 140,872,508

Foreign Currency Translations

2 unchanged sentences

$ ( 1,852,698 )

Change in Non-Controlling Interest

Gain from Conversion of VEII Promissory Note to Stock and Warrants

( 16,011,585 )

1 unchanged sentence

( 1,014,423 )

Net Loss (Income)

( 17,026,008 )

Net Income (Loss)

( 16,011,585 )

Balance at June 30, 2023

( 1,014,423 )

( 17,026,008 )

Balance at September 30, 2023

$ 332,455,457

4 unchanged sentences

$ ( 214,401,732 )

accompanying notes to condensed consolidated financial statements.

$ 119,414,495

$ 128,482,259

See accompanying notes to condensed consolidated financial statements.

and Subsidiaries

Consolidated Statements of Cash Flows

the Six Months Ended June 30, 2024 and 2023

Cash Flows from Operating

Loss from Operations

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and

Cash Flows from Operating Activities

Net Loss from Operations

$ ( 6,994,516 )

$ ( 27,162,596 )

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

Lease Expenses

Consolidation of Alset Capital Acquisition Corp.

of Note Receivable, Goodwill and Investment

Transaction Gain

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

Non-Cash Lease Expenses

Loss on Consolidation of Alset Capital Acquisition Corp.

Impairment of Note Receivable, Goodwill, Equipment and Investment

Foreign Transaction Loss (Gain)

Unrealized Gain on Securities Investment

( 6,349,738 )

Gain on Securities Investment

Unrealized Gain on Securities Investment - Related Party

( 2,796,660 )

Loss (Gain) on Securities Investment - Related Party

Realized Loss on Securities Investment

Gain on Exchange of Investment Securities

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities, net of acquisitions

Real Estate Reimbursement Receivable

( 1,488,097 )

Loss on Securities Investment

on Exchange of Investment Securities

Equity Method Investment

in Operating Assets and Liabilities, net of acquisitions

Reimbursement Receivable

( 6,707,079 )

Account Receivables

Other Receivables

( 2,343,328 )

Other Receivables - Related Parties

Prepaid Expense

Trading Securities

( 5,399,220 )

Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

( 1,878,978 )

Receivables - Related Parties

Lease Liabilities

(Used in) Provided by Operating Activities

Deferred Revenue

Operating Lease Liabilities

Net Cash (Used in) Provided by Operating Activities

( 8,751,416 )

Cash Flows from Investing

of Fixed Assets

of Real Estate Improvements

of Investment Securities

Cash Flows from Investing Activities

Purchase of Fixed Assets

Purchase of Real Estate Improvements

Purchase of Investment Securities

Advance to Related Party

1 unchanged sentence

Acquisition of Subsidiary

Loan Receivable

Loan Receivable - Related Party

Issuing Loan Receivable

( 1,212,021 )

Issuing Loan Receivable - Related Party

( 1,368,083 )

from Loan Receivable - Related Party

( 1,693,455 )

Collection of Loan Receivable - Related Party

Cash Withdrawn from Trust Account for Redemptions

Cash Withdrawn from Trust Account Available to the Company

Provided by (Used in) Investing Activities

Cash Flows from Financing

from Common Stock Issuance

from a Commercial Loan

to Notes Payable

Net Cash Provided by (Used in) Investing Activities

Cash Flows from Financing Activities

Proceeds from Common Stock Issuance

Borrowing from a Commercial Loan

Repayment to Notes Payable

Repayment of Class A Common Stock

( 21,102,871 )

(Used in) Provided by Financing Activities

Net Cash (Used in) Provided by Financing Activities

( 21,370,610 )

Net (Decrease) Increase in

Cash and Cash Equivalents and Restricted Cash

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

( 11,414,092 )

of Foreign Exchange Rates on Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

and Restricted Cash - Beginning of Period

Cash and Cash Equivalents

and Restricted Cash- End of Period

Cash and Restricted Cash

Effects of Foreign Exchange Rates on Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash - Beginning of Period

Cash and Cash Equivalents and Restricted Cash- End of Period

Restricted Cash

Total Cash and Restricted Cash

Supplementary Cash Flow Information

Supplemental Disclosure of

Non-Cash Investing and Financing Activities

Recognition of ROU / Lease Liability

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

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

of Ketomei Note Payable to Common Stock

SHRG Convertible Notes

accompanying notes to condensed consolidated financial statements.

Cash Paid for Interest

Cash Paid for Taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Initial Recognition of ROU / Lease Liability

Promissory Notes from HWH Investors

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

Conversion of Ketomei Note Payable to Common Stock

Gain from SHRG Convertible Notes

Conversion of VEII Note Receivable to Common Stock

Warrants Received from VEII after Converting Note Receivable

See accompanying notes to condensed consolidated financial

and Subsidiaries

to Condensed Consolidated Financial Statements

the Six Months Ended June 30, 2024 and 2023

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Operations

(the “Company” or “AEI”), formerly known as Alset EHome International Inc.

and HF Enterprises Inc., was

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

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

AEI is a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and

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

in the United States, Singapore, Hong Kong, Australia, South Korea, and the People’s Republic of 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 –

real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2024 and

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Nature of Operations

(the “Company” or “AEI”),

formerly known as Alset EHome International Inc.

and HF Enterprises Inc., was incorporated in the State of Delaware on March 7, 2018.

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

AEI is a diversified holding company principally

engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation

technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia, South

Korea, and the People’s Republic of China.

We manage a significant portion of our businesses through our 85.7 % owned subsidiary,

Alset International Limited (“Alset International”), a public company traded on the Singapore Stock Exchange.

The Company has four operating segments based on the

products and services we offer, which include three of our principal businesses – real estate, digital transformation technology

and biohealth – as well as a fourth category consisting of certain other business activities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”)

for interim reporting.

These interim financial statements have been prepared on the same basis as the Company’s annual financial

statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary

for a fair statement of the Company’s financial information.

These interim results are not necessarily indicative of the results

to be expected for the year ending December 31, 2024 or any other interim periods or for any other future years.

These unaudited condensed

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, 2023 filed on April 1, 2024.

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

Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations.

All intercompany transactions

and balances among consolidated subsidiaries have been eliminated.

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

following entities as of June 30, 2024 and December 31, 2023, as follows:

Basis of Presentation and Principles of Consolidation

The Company’s condensed consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting.

interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion

of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the

Company’s financial information.

These interim results are not necessarily indicative of the results to be expected for the year

ending December 31, 2024 or any other interim periods or for any other future years.

These unaudited condensed 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, 2023 filed on April 1, 2024.

The condensed consolidated financial statements include

all accounts of the Company and its majority owned and controlled subsidiaries.

The Company consolidates entities in which it owns more

than 50% of the voting common stock and controls operations.

All intercompany transactions and balances among consolidated subsidiaries

have been eliminated.

The Company’s condensed consolidated financial

statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2024 and

December 31, 2023, as follows:

SCHEDULE OF SUBSIDIARIES

of subsidiary

or other jurisdiction of incorporation or

interest as of,

Name of subsidiary

State or other jurisdiction of incorporation or

Attributable interest as of,

consolidated under AEI

September 30, 2024

December 31, 2023

Alset Global Pte.

Alset Business Development

Alset Business Development Pte.

Global eHealth Limited

Alset International Limited

Singapore Construction &

Development Pte.

Singapore Construction & Development Pte.

Singapore Construction Pte.

2 unchanged sentences

SeD Capital Pte.

LiquidValue Asset Management

LiquidValue Asset Management Pte.

Alset Solar Limited

Alset F&B One Pte.

BMI Capital Partners International

BMI Capital Partners International Limited.

SeD Perth Pty.

16 unchanged sentences

United States of America

SeD Maryland Development,

SeD Maryland Development, LLC

United States of America

SeD Development Management,

SeD Development Management, LLC

United States of America

44 unchanged sentences

United States of America

Alset Acquisition Sponsor,

Alset Acquisition Sponsor, LLC

United States of America

21 unchanged sentences

Hapi Cafe Sdn.

Shenzhen Leyouyou Catering

Management Co., Ltd.

Dongguan Leyouyou Catering

Management Co., Ltd.

Guangzho Leyouyou Catering

Management Co., Ltd.

Shenzhen Leyouyou Catering Management Co., Ltd.

Dongguan Leyouyou Catering Management Co., Ltd.

Guangzho Leyouyou Catering Management Co., Ltd.

Hapi Travel Ltd.

5 unchanged sentences

Hapi Cafe Co., Ltd.

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.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates made by management include, but

are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and capitalized

interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies.

Actual results could

differ from those estimates.

our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared

to the total size of all lots in the project.

Development costs and capitalized interest are allocated to lots sold based on the total

expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price

of the sold lot compared to the expected sales values of all lots in the project.

allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable,

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

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

land and building based on the data of similar properties.

The Company makes appropriate adjustments once the assessment from the county

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

On June 30, 2024 and

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

During the three months ended June 30,

2024 and 2023, the Company adjusted depreciation expenses of $ 0 and $ 17,525 , respectively.

During the six months ended June 30, 2024 and 2023,

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

and Cash Equivalents

Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents.

Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible

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

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

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

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

June 30, 2024 and December 31, 2023.

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.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during

the reporting periods.

Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, valuation

of real estate assets, allocation of development costs and capitalized interest to sold lots, fair value of the investments, the valuation

allowance of deferred taxes, and contingencies.

Actual results could differ from those estimates.

In our property development business, land acquisition

costs are allocated to each lot based on the area method, the size of the lot compared to the total size of all lots in the project.

costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed

project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of

all lots in the project.

If allocation of development costs and capitalized

interest based on the projection and relative expected sales value is impracticable, those costs would be allocated based on area

When the Company purchases properties but does not

receive the assessment information from the county, the Company allocates the values between land and building based on the data of similar

The Company makes appropriate adjustments once the assessment from the county is received.

At the same time, any necessary

adjustments to depreciation expense are made in the income statement.

On September 30, 2024 and December 31, 2023, the Company adjusted

$ 0 and $ 951,349 between building and land, respectively.

During the three months ended September 30, 2024 and 2023, the Company adjusted

depreciation expenses of $ 0 and $ 0 , respectively.

During the nine months ended September 30, 2024 and 2023, the Company adjusted depreciation

expenses of $ 0 and $ 17,525 , respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments

with a maturity of three months or less at the date of acquisition to be cash equivalents.

Cash and cash equivalents include cash on hand

and at the bank and short-term deposits with financial institutions that are readily convertible to a known amount of cash and are subject

to an insignificant risk of changes in values.

Restricted Cash

As a condition

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

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

The fund was required

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

loan agreement is terminated.

The loan has expired during 2022 and only letters of credit were outstanding as of September 30,

2024 and December 31, 2023.

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

1 unchanged sentence

was released from collateral.

As of June 30, 2024 and December 31, 2023, the total balance of this account was $ 107,820 and

As of September 30, 2024 and December 31, 2023, the total balance

of this account was $ 107,847 and $ 107,767 , respectively.

The Company puts money into brokerage accounts specifically

for equity investment.

As of September 30, 2024 and December 31, 2023, the cash balance in these brokerage accounts was $ 839,796 and $ 859,799 ,

respectively.

Company puts money into brokerage accounts specifically for equity investment.

As of June 30, 2024 and December 31, 2023, the cash balance

in these brokerage accounts was $ 722,699 and $ 859,799 , respectively.

held in Trust Account

June 30, 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.

known as Alset Capital Acquisition Corp.)

Investments held in Trust Account

At September 30, 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.)

Account Receivables and Allowance for Credit

Account receivables is recorded at invoiced amounts

net of an allowance for credit losses and do not bear interest.

The allowance for credit losses is the Company’s best estimate of

the amount of probable credit losses in the Company’s existing accounts receivable.

The measurement and recognition of credit losses

involves the use of judgment.

Management’s assessment of expected credit losses includes consideration of current and expected economic

conditions, market and industry factors affecting the Company’s customers (including their financial condition), the aging of account

balances, historical credit loss experience, customer concentrations, customer creditworthiness, and the existence of sources of payment.

The Company also establishes an allowance for credit losses for specific receivables when it is probable that the receivable will not

be collected and the loss can be reasonably estimated.

Account receivables considered uncollectible are charged against the allowance

after all means of collection have been exhausted and the potential for recovery is considered remote.

As of September 30, 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 September 30, 2024 and December 31, 2023, the balance of account receivables was $ 92,621 and $ 77,517 , respectively.

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 June 30, 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 June 30, 2024 and December 31, 2023, the balance of account receivables

was $ 79,220 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 June

30, 2024 and December 31, 2023.

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

(“HWH”) to two investors ( 800,000 shares

The consideration for each of the two purchases of stock was $ 8,000,000 , which was paid through the issuance of promissory

notes 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.

Other 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

The allowance amount for these reimbursements was immaterial at September 30, 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 was $ 8,000,000 ,

which was paid through the issuance of promissory notes at the purchase price of $ 10

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 notes, and repossession of such Collateral by the Company shall be the sole recourse for non-payment.

of June 30, 2024, the share price of HWH’s stock is $ 1.02 .

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.

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 June 30, 2024 and December 31, 2023, inventory consisted

of finished goods from subsidiaries of HWH International Inc.

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 notes, and repossession of such Collateral by the

Company shall be the sole recourse for non-payment.

On September 30, 2024, HWH’s stock price was $ 0.88 .

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

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

Inventories 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 September 30, 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

Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price

at the close of the reporting period.

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

are publicly traded companies.

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

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

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

(“Value Exchange International”

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

On October 17, 2022 the Company purchased

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

On September 6, 2023

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

After these transactions the Company owns approximately 48.7 %

of Value Exchange International and exercises significant influence over it.

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

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

Additionally, certain members of our board

of directors serve as directors of Value Exchange International.

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

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

Investment Securities

Investment Securities at Fair Value

records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock prices at the

close of the reporting period.

Amarantus BioScience Holdings (“AMBS”) is a publicly traded company.

The Company does not have

significant influence over AMBS, as the Company holds approximately 4.3 % of the common shares of AMBS.

On April 12, 2021 the Company

acquired 6,500,000 common shares of Value Exchange International, Inc.

(“Value Exchange International” or “VEII”),

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

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

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

On September 6, 2023 the Company converted

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

After these transactions the Company owns approximately 48.7 % of Value Exchange

International and exercises significant influence over it.

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

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

Additionally, certain members of our board of directors

serve as directors of Value Exchange International.

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

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

(the “Securities Purchase Agreement”) with Sharing Services Global Corp.

(“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 this filing, HWH has not converted any of the debt contemplated by the Convertible

Note nor exercised any of the warrants.

Company has a portfolio of trading securities.

The Company has a portfolio

of trading securities.

The objective is to generate profits on short-term differences in market prices.

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.

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.

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”), Value Exchange International Inc.

and Sharing Services Global Corp.

and Sharing Services Global

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 fair value accounting.

Company has significant influence over DSS.

As of June 30, 2024 and December, 2023, the Company owned approximately 44.4 % and 44.4 %

of the common stock of DSS, respectively.

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 fair value accounting.

The Company has significant influence over DSS.

As of September 30, 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 holds approximately 0.5 % of the common shares of NECV.

Additionally, our Chief Executive Officer, Chan Heng Fai, is a majority

owner of the common stock of NECV (not including any common shares we hold) and one employee and one officer from the Company hold director positions

on NECV’s Board of Directors.

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

Chan Heng Fai 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.

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.

Additionally, our Chief Executive Officer, Chan Heng Fai, is a majority owner of the common stock of NECV (not including any common shares we hold) and one employee and one officer from the Company hold director positions 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 Heng Fai 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.

are also members

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

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

a director position on SHRG’s Board of Directors.

are also members of the Board of Directors of VEII (Wong Shui Yeung and Wong Tat Keung).

The Company has significant influence over Sharing Services Global Corporation (“SHRG”) as the Company holds approximately 29 % 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.

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’s 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 June 30, 2024 and

December 31, 2023, Impact was a start-up private company.

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

approximately $ 0 at the distribution date and as of June 30, 2024 and December 31, 2023.

Securities at Cost

in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price

changes in orderly transactions for the identical or similar investments of the same issuer.

These investments are measured at fair

value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect.

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.

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

a private company, at the purchase price of $ 37,826 .

The Company applied ASC 321 and measured Nervotec at cost, less any impairment,

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

September 30, 2020, the Company acquired 3,800 shares, representing 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

for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose

of distribution to HWH’s membership distribution channel.

March 14, 2024, the Company entered into shares subscription agreement to subscription of shares in Ideal Food & Beverage Pte.

(“IFBPL”) with the subscription of 19,000 shares constituting 19 % of the shares of IFBPL.

The subscription fee of $ 14,010

was paid to IFBPL on May 23, 2024.

April 25, 2024, the Company entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness

(“HWHPL”) outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan

Heng Fai Ambrose, the Company’s Executive Chairman, as a part of the Company’s strategy of building its travel business in

The planned joint venture company (referred to here as the “JVC”) will be known as HapiTravel Holding Pte.

JVC will be initially owned as follows:

On August 8, 2023, DSS Inc.

distributed shares of

Impact Biomedical Inc.

(“Impact”), beneficially held by DSS, in the form of a dividend to the shareholders of DSS common stock.

As a result of this distribution, the Company and its majority owned subsidiaries received 4,568,165 shares of Impact, representing 44.2 %

of the issued and outstanding shares of Impact’s common stock.

Each share of Impact distributed as part of the distribution is not

eligible for resale until 180 days from the date Impact’s initial public offering becomes effective under the Securities Act, subject

to the discretion of DSS to lift the restriction sooner.

As of December 31, 2023, Impact was a start-up private company.

17, 2024, Impact completed its Initial Public Offering and its shares started to trade on New York Stock Exchange.

Based on the management’s

analysis, the fair value of Impact shares was approximately $ 0 at the distribution date and December 31, 2023.

As of September 30, 2024

the value of Impact shares was $ 9,136,329 .

Investment Securities at Cost

Investments in equity securities

without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions

for the identical or similar investments of the same issuer.

These investments are measured at fair value on a nonrecurring basis when

there are events or changes in circumstances that may have a significant adverse effect.

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.

On September 8, 2020, the

Company acquired 1,666 shares, approximately 1.45 % ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at the

purchase price of $ 37,826 .

The Company applied ASC 321 and measured Nervotec at cost, less any impairment, plus or minus changes resulting

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

As of September 30, 2024,

the value of the investment in Nervotec is $ 624 , as the Company wrote off $ 37,252 of this investment.

On September 30, 2020, the

Company acquired 3,800 shares, representing 19 % ownership, from HWH World Company Limited (f.k.a.

Hyten Global (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.

sold on December 31, 2023.

During 2021, the Company

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

K Beauty was established for sourcing,

developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution

to HWH’s membership distribution channel.

On March 14, 2024, the Company

entered into shares subscription agreement to subscription of shares in Ideal Food & Beverage Pte.

(“IFBPL”) with

the subscription of 19,000 shares, constituting 19 % of the shares of IFBPL.

The subscription fee of $ 14,010 was paid to IFBPL on May 23,

On April 25, 2024, the Company

entered into a binding term sheet (the “Term Sheet”) through its subsidiary Health Wealth Happiness Pte Ltd.

outlining a joint venture with Chen Ziping, an experienced entrepreneur in the travel industry, and Chan Heng Fai Ambrose, the Company’s

Executive Chairman, as a part of the Company’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.

As of June 30, 2024, there hasn’t been any accounting impact on the Company

due to HapiTravel Holding Pte.

being under registration.

has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still

carried at cost.

Method Investment

Company accounts for equity investment in entities with significant influence under equity-method accounting.

Under this method, the

Group’s pro rata share of income (loss) from investment is recognized in the condensed consolidated statements of comprehensive

and (c) the remaining 70% of the shares in the JVC are to

be held by Mr.

As of September 30, 2024, HapiTravel Holding Pte.

has not opened a bank account and the Company has not paid

the subscription fee.

been no indication of impairment or changes in observable prices via transactions of similar securities in the remaining investments

and these remaining investments are still carried at cost.

Equity Method Investment

The Company accounts for equity investment in entities

with significant influence under equity-method accounting.

Under this method, the Group’s pro rata share of income (loss) from investment

is recognized in the condensed consolidated statements of comprehensive income.

Dividends received reduce the carrying amount of the investment.

When the Company’s share of loss in an equity-method investee

equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on

losses, if the Company either is liable for the obligations of the investee or provides for losses in excess of the investment when imminent

return to profitable operations by the investee appears to be assured.

Otherwise, the Company does not recognize its share of equity

method losses exceeding its carrying amount of the investment.

Equity-method investment is reviewed for impairment by assessing if the

decline in market value of the investment below the carrying value is other-than-temporary.

In making this determination, factors are

evaluated in determining whether a loss in value should be recognized.

These include consideration of the intent and ability of the Company

to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment.

When the Company’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity,

the equity method investment can be reduced below zero based on losses, if the Company either is liable for the obligations of the investee

or provides for losses in excess of the investment when imminent return to profitable operations by the investee appears to be assured.

Otherwise, the Company does not recognize its share of equity method losses exceeding its carrying amount of the investment.

Equity-method

investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary.

In making this determination, factors are evaluated in determining whether a loss in value should be recognized.

These include consideration

of the intent and ability of the Company to hold investment and the ability of the investee to sustain an earnings capacity, justifying

the carrying amount of the investment.

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

Medical REIT Inc.

Asset Management Pte.

(“LiquidValue”), a subsidiary of the Company, owns 16.4 % of American Medical REIT Inc.

as of June 30, 2024, a company concentrating on medical real estate.

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

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

AMRE targets hospitals (both

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

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

DSS, of which we own 44.8 % and have

significant influence over, owns 80.8 % of AMRE.

Therefore, the Company has significant influence on AMRE.

Pacific Financial, Inc.

to a securities purchase agreement dated March 12, 2021, the Company purchased 4,775,523 shares of the common stock of American Pacific Financial,

American Medical REIT Inc.

LiquidValue Asset Management Pte.

(“LiquidValue”),

a subsidiary of the Company, owns 16.4 % of American Medical REIT Inc.

(“AMRE”) as of September 30, 2024, a company concentrating

on medical real estate.

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

with dominant market share under secure triple net leases.

AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician

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

Chan Heng Fai, our Chairman and CEO, is

the executive chairman and director of AMRE.

DSS, of which we own 44.4 % and have significant influence over, owns 80.8 % of AMRE.

the Company has significant influence on AMRE.

American Pacific Financial, Inc.

a securities purchase agreement dated 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.

8 unchanged sentences

the equity method accounting as the Company still retained significant influence over APF .

During the three months ended June 30, 2024

and 2023, the investment loss was $ 843,667 and $ 136,751 gain, respectively.

During the six months ended June 30, 2024 and 2023, the investment

loss was $ 1,923,604 and $ 119,002 gain, respectively.

As of June 30, 2024 and December 31, 2023, the investment in APF was $ 5,502,786

During the three months ended September

30, 2024 and 2023, the investment loss was $ 594,716 and $ 4,536,668 , respectively.

During the nine

months ended September 30, 2024 and 2023, the investment loss was $ 2,518,320 and $ 4,417,666 ,

respectively.

As of September 30, 2024 and December 31, 2023, the investment in APF was $ 4,908,070

and $ 7,426,390 , respectively.

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

Ketomei Pte Ltd

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.

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

$ 179,595 in Ketomei.

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 through a subscription model.

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

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.

After this additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly

45.5 %) of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February

Brokers Company Inc.

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

Agreement, pursuant to which SeD Capital purchased 39.8 shares ( 11.6 %) of the Common Stock of Sentinel Brokers Company Inc.

for the aggregate purchase price of $ 279,719 .

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

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

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

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

Investor Protection Corporation (“SIPC”).

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

position on Sentinel’s Board of Directors.

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

During three and six months ended June 30, 2024, the investment loss in Sentinel was $ 13,054 and $ 39,791 , respectively.

three and six months ended June 30, 2023 the investment loss in Sentinel was $ 7,990 and $ 7,990 , respectively.

in Sentinel was $ 84,973 and $ 124,763 at June 30, 2024 and December 31, 2023, respectively.

in Debt Securities

securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other

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

and other company-specific information.

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.

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

on March 31, 2024.

Interest Entity

Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation ,

when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”), as defined in

ASC 810, the VIE must be consolidated into the financial statements of the reporting entity.

The determination of which owner is the

primary beneficiary of a VIE requires management to make significant estimates and judgments about the rights, obligations, and economic

interests of each interest holder in the VIE.

Company evaluates its interests in VIEs on an ongoing basis and consolidates any VIE in which it has a controlling financial interest

and is deemed to be the primary beneficiary.

A controlling financial interest has both of the following characteristics:

(i) the power

to direct the activities of the VIE that most significantly impact its economic performance;

and (ii) the obligation to absorb losses

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

Estate Assets

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

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

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

period of major facilities and land improvements.

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

ends when the asset constructed is completed.

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

when lots are sold.

Company capitalized construction costs of approximately $ 1.7 million and $ 6.3 million for the three months ended June 30, 2024 and 2023,

Ketomei is in the business of

selling cooked food and drinks through a subscription model.

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.

On 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

After this additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly 45.5 %) of Ketomei’s outstanding

shares and Ketomei is consolidated into the financial statements of the Company beginning on February 20, 2024.

Sentinel Brokers Company

On May 22, 2023 the Company’s

indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), entered into a Stock Purchase Agreement, pursuant to which SeD

Capital purchased 39.8

shares ( 10.4 %)

of the Common Stock of Sentinel Brokers Company Inc.

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

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

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

Financial Industry Regulatory Authority, Inc.

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

Corporation (“SIPC”).

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

Sentinel’s Board of Directors.

Additionally,

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

During the three months ended

September 30, 2024, the investment gain in Sentinel was $ 3,211 .

During the nine months ended September 30, 2024, the investment loss in Sentinel was $ 36,580 .

the three and nine months ended September 30, 2023 the investment loss in Sentinel was

and $ 81,167 ,

respectively.

The Company capitalized construction costs of approximately $ 4.7 million and $ 8.8 million for the six months ended June

30, 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

of identifying potential triggering events for impairment.

Management may use the market comparison method to value other relatively

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 no t record impairment on any of its projects during the three and six months ended on June 30, 2024 and 2023.

under development

under development are properties being constructed for sale in the ordinary course of business, rather than to be held for the Company’s

own use, rental or capital appreciation.

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

As of June 30, 2023 and December 31, 2023, the Company owned 132 homes.

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

Investment in Sentinel was $ 88,184

and $ 124,763

at September 30, 2024 and December 31, 2023, respectively.

Investment in Debt Securities

Debt securities are reported at fair value, with unrealized

gains and losses (other than impairment losses) recognized in accumulated other 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 and other company-specific information.

On 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.

The conversion price is approximately $ 21.26 per common share of Vector Com.

As of December 31, 2023, the Management

estimated the fair value of the note to be $ 88,599 .

The Company wrote off this loan on March 31, 2024.

Variable Interest Entity

Under Financial Accounting Standards Board (“FASB”)

Accounting Standard Codification (“ASC”) 810, Consolidation , when a reporting entity is the primary beneficiary of

an entity that is a variable interest entity (“VIE”), as defined in ASC 810, the VIE must be consolidated into the financial

statements of the reporting entity.

The determination of which owner is the primary beneficiary of a VIE requires management to make significant

estimates and judgments about the rights, obligations, and economic interests of each interest holder in the VIE.

The Company evaluates its interests in VIEs on an

ongoing basis and consolidates any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary.

controlling financial interest has both of the following characteristics:

(i) the power to direct the activities of the VIE that most

significantly impact its economic performance;

and (ii) the obligation to absorb losses of the VIE that could potentially be significant

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

The Company identified Smart Reward Express Limited

as a VIE and consolidated it into its financial statements.

Real Estate Assets

Real estate assets are recorded at cost, except when

real estate assets are acquired that meet the definition of a business combination in accordance with 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.

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

The Company capitalized construction costs of approximately

$( 1.4 ) million and $( 1.4 ) million, net of sales, for the three months ended September 30, 2024 and 2023, respectively.

The Company capitalized construction

costs of approximately $ 5.1 million and $ 7.4 million, net of sales, for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s policy is to obtain an independent

third-party valuation for each major project in the United States as part of our assessment of identifying potential triggering events

for impairment.

Management may use the market comparison method to value other relatively small projects.

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.

The Company did no t record impairment on any of its

projects during the three and nine months ended on September 30, 2024 and 2023.

Properties under development

Properties under development are properties being

constructed for sale in the ordinary course of business, rather than to be held for the Company’s own use, rental or capital appreciation.

Rental Properties

Rental properties are acquired with the intent to

be rented to tenants.

As of September 30, 2023 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.

these purchased homes are properties of our rental business.

in Single-Family Residential Properties

Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at

their purchase price.

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

the date of acquisition.

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

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

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

Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances

indicate that carrying amounts of the assets may not be fully recoverable.

When such events occur, management determines whether there

has been impairment by comparing the asset’s carrying value with its fair value.

Should impairment exist, the asset is written

down to its estimated fair value.

The Company did not recognize any impairment losses during three and six months ended June 30, 2024

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 and the contractor’s

Recognition and Cost of Revenue

606 - Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the

nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services

to customers.

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

The amount of revenue recognized

reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services.

The provisions

of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services

to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services.

606 requires the Company to apply the following steps:

All of these purchased homes are properties

of our rental business.

Investments in Single-Family Residential Properties

The Company accounts for its investments in single-family

residential properties as asset acquisitions and records these acquisitions at their purchase price.

The purchase price is allocated between

land, building and improvements based upon their relative fair values at the date of acquisition.

The purchase price for purposes of this

allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as

well as other closing costs.

Building improvements and buildings are depreciated

over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line method.

The Company assesses its investments in single-family

residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets

may not be fully recoverable.

When such events occur, management determines whether there has been impairment by comparing the asset’s

carrying value with its fair value.

Should impairment exist, the asset is written down to its estimated fair value.

The Company did not

recognize any impairment losses during three and nine months ended September 30, 2024 and 2023.

Rental of Model Houses

In May 2023, the Company entered into lease agreement

for one of its model houses located in Montgomery County, Texas.

On July 14, 2023, 150 CCM Black Oak Ltd entered into

a model home lease agreement with Davidson Homes, LLC (“Davidson”).

On 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.

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 and the contractor’s fee.

Revenue Recognition and Cost of Revenue

ASC 606 - Revenue from Contracts with Customers

(“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue

and cash flows arising from the entity’s contracts to provide goods or services to customers.

In accordance with ASC 606, revenue is recognized

when a customer obtains control of promised goods or services.

The amount of revenue recognized reflects the consideration to which the

Company expects to be entitled to receive in exchange for these goods or services.

The provisions of ASC 606 include a five-step process

by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the

payment to which the Company expects to be entitled in exchange for those goods or services.

ASC 606 requires the Company to apply the

following steps:

(1) identify the contract with the customer;

the performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction price to the performance

obligations in the contract;

and (5) recognize revenue when, or as, performance obligations are satisfied.

The following represents the Company’s revenue

recognition policies by Segments:

Property Sales

Part of the Company’s real estate business is

land development.

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

The developed lots are sold to

builders (customers) for the construction of new homes.

Builders enter a sales contract with the Company before they take the lots.

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

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 73 % and 86 %, of the Company’s revenue in the nine months ended on September

30, 2024 and 2023, respectively, is as follows:

Identify the contract with a customer.

The Company has signed agreements with the builders

for developing the raw land to ready to build lots.

The contract has agreed upon prices, timelines, and specifications for what is to

Identify the performance obligations in the contract.

Performance obligations of the Company include delivering

developed lots to the customer, which are required to meet certain specifications that are outlined in the contract.

The customer inspects

all lots prior to accepting title to ensure all specifications are met.

Determine the transaction price.

(4) allocate the transaction price to the performance obligations in the contract;

and (5) recognize revenue when, or as, performance

obligations are satisfied.

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

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.

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.

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 70 % and 91 %, of the Company’s revenue

in the six months ended on June 30, 2024 and 2023, respectively, is as follows:

the contract with a customer.

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

The contract has agreed upon prices,

timelines, and specifications for what is to be provided.

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

are outlined in the contract.

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

the transaction price.

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

Any subsequent change orders or price changes are required to be approved

by both parties.

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.

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

The Company recognizes revenue

at a point in time when title is transferred.

The Company does not have further performance obligations or continuing involvement once

title is transferred.

The transaction price per lot is fixed and specified

in the contract.

Any subsequent change orders or price changes are required to be approved by both parties.

Allocate the transaction price to performance obligations in the contract.

Each lot or a group of lots is considered to be a

separate performance obligation, for which the specified price in the contract is allocated to.

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

The builders do the inspections to make sure all conditions/requirements

are met before taking title of lots.

The Company recognizes revenue at a point in time when title is transferred.

The Company does not

have further performance obligations or continuing involvement once 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

with ASC 842, Leases (“ASC 842”).

Real estate rental revenue is comprised of minimum base rent and revenue from the collection

of lease termination fees.

from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease.

Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease.

at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions

provided under the initial lease term, subject to rent increases.

Company defers rental revenue related to lease payments received from tenants in advance of their due dates.

These amounts are presented

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

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

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

If our evaluation of

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

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

collected from the lessee.

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

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

For the months ended June 30, 2024

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

of Real Estate Sale

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

Land acquisition costs are allocated to each lot based on the

area method, the size of the lot comparing to the total size of all lots in the project.

Development costs and capitalized interest are

allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage

of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable,

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

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

maintenance, depreciation and other related administrative costs.

Rental Revenue

The Company leases real estate properties to its tenants

under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”).

rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.

Rent from tenants is recorded in accordance with the

terms of each lease agreement on a straight-line basis over the initial term of the lease.

Rental revenue recognition begins when the

tenant controls the space and continues through the term of the related lease.

Generally, at the end of the lease term, the Company provides

the tenant with a one-year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject

to rent increases.

The Company defers rental revenue related to lease

payments received from tenants in advance of their due dates.

These amounts are presented within deferred revenues and other payables

on the Company’s condensed consolidated balance sheets.

Rental revenue is subject to an evaluation for collectability

on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating

trends of the property, and current economic conditions.

If our evaluation of these factors indicates that it is not probable that we

will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized

on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee.

Differences between rental revenue

recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line

rent liability, as applicable.

For the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company did not

recognize any deferred revenue and collected all rents due.

Cost of Revenues

Cost of Real Estate Sale

All of the costs of real estate sales are from our

land development business.

Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to

the total size of all lots in the project.

Development costs and capitalized interest are allocated to lots sold based on the total expected

development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold

lot compared to the expected sales values of all lots in the project.

If allocation of development costs and capitalized

interest based on the projection and relative expected sales value is impracticable, 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.

Cost of Rental Revenue

Cost of rental revenue consists primarily of the costs

associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative

Utility expenses are paid directly by tenants.

Company’s net sales consist of product sales.

The Company’s performance obligation is to transfer ownership of its products

to its members.

The Company generally recognizes revenue when product is delivered to its members.

Revenue is recorded net of applicable

taxes, allowances, refund or returns.

The Company receives the net sales price in cash or through credit card payments at the point of

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

Product Direct Sales

The Company’s net sales consist of product sales.

The Company’s performance obligation is to transfer ownership of its products to its members.

The Company generally recognizes revenue

when product is delivered to its members.

Revenue is recorded net of applicable taxes, allowances, refund or returns.

The Company receives

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

If any member returns a product to the Company on

a timely basis, they may obtain a replacement product from the Company for such returned product.

We do not have buyback program.

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

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

The returns are deducted from our sales revenue on

our financial statements.

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

This accrual is

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

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

Product and membership returns for the three months ended June 30, 2024

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

Product and membership returns for the six months ended June 30, 2024 and 2023 were

approximately $ 0 and $ 1,143 , respectively.

Company collects an annual membership fee from its members.

when the customer requests a return and management decides that the refund is necessary, we initiate the refund after deducting all the

benefits that a member has earned.

The returns are deducted from our sales revenue on our financial statements.

Allowances for product

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

This accrual is based upon historical return rates for each country

and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original

Product and membership returns for the three months ended September 30, 2024 and 2023 were approximately $ 0 and $ 0 , respectively.

Product and membership returns for the nine months ended September 30, 2024 and 2023 were approximately $ 0 and $ 1,184 , respectively.

Annual Membership

The Company collects an annual membership fee from

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

fee is not refundable.

The Company’s performance obligation is to provide its members the right to (a) purchase products from the

Company, (b) access to certain back-office services, (c) receive commissions and (d) attend corporate events.

The associated performance

obligation is satisfied over time, generally over the term of the membership agreement which is for a one-year period.

Before the membership

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

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

The Company is currently working on a new membership model.

Company, through Alset F&B One 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.

the fee is not refundable.

The Company’s performance

obligation is to provide its members the right to (a) purchase products from the Company, (b) access to certain back-office services,

The associated performance obligation is satisfied over time, generally over

the term of the membership agreement which is for a one-year period.

Before the membership fee is recognized as revenue, it is recorded

as deferred revenue.

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

The Company is currently working on

a new membership model.

Other Businesses

Food and Beverage

The Company, through Alset F&B One and Alset F&B

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

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

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

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

The Company, through HCI-T, commenced operation of

two cafés during 2022 and 2021, which are located in Singapore and South Korea.

The cafes are operated by subsidiaries of HCI-T, namely

Hapi Café SG Pte.

in Singapore and Hapi Café Korea Inc.

in Seoul, South Korea.

Hapi Cafes are distinctive lifestyle

1 unchanged sentence

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 2023, the Company incorporated three new subsidiaries

Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering Management Co., Ltd.

and GuangZhou Leyouyou Catering Management

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.

the second quarter of 2024, the Company ceased operations of its subsidiary Alset F&B (PLQ) Pte.

Due to the closure of this

subsidiary the Company wrote off $ 5,820 of fixed assets, which is included in general and administrative expenses and recorded a gain

on termination of lease of $ 246 , which is included in other income on the Company’s Statement of Operations for the six months

ended June 30, 2024.

performance obligations

of June 30, 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”.

ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including

stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee

is required to provide service in exchange for the award, usually the vesting period.

Stock option forfeitures are recognized at the

date of employee termination.

During the three and six months ended on June 30, 2024 and 2023, the Company recorded $ 0 as stock-based

compensation expense.

and reporting currency

included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment

in which the entity operates (“functional currency”).

The three companies are principally engaged in the food and beverage business in Mainland

Additionally, through its subsidiary MOC HK Limited,

the Company is focusing on operating café business in Hong Kong.

This business was acquired on October 5, 2022.

During the acquisition, a goodwill of $ 60,343 had been generated

for the Company.

The café was closed on September 16, 2024 and the goodwill was impaired during the nine months ended September

In the second quarter of 2024, the Company ceased

operations of its subsidiary Alset F&B (PLQ) Pte.

Due to the closure of this subsidiary the Company wrote off $ 5,820 of fixed

assets, which is included in general and administrative expenses and recorded a gain on termination of lease of $ 246 , which is included

in other income on the Company’s Statement of Operations for the nine months ended September 30, 2024.

Remaining performance obligations

As of September 30, 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.

Stock-Based Compensation

The Company accounts for

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

ASC 718 requires companies

to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the

grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service

in exchange for the award, usually the vesting period.

Stock option forfeitures are recognized at the date of employee termination.

the three and nine months ended on September 30, 2024 and 2023, the Company recorded $ 0 as stock-based compensation expense.

Foreign currency

Functional and reporting currency

Items included in the financial statements of each

entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional

The financial statements of the Company are presented in U.S.

(the “reporting currency”).

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

The financial records of the

Company’s subsidiaries located in Singapore, Hong Kong, Australia, 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 entities.

in foreign currencies

in currencies other than the functional currency during the periods are converted into functional currency at the applicable rates of

exchange prevailing when the transactions occurred.

dollars (the “reporting currency”).

The 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, 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 entities.

Transactions in foreign currencies

Transactions in currencies other than the functional

currency during the periods are converted into functional currency at the applicable rates of exchange prevailing when the transactions

Transaction gains and losses are recognized in the statement of operations.

majority of the Company’s foreign currency transaction gains or losses come from the effects of foreign exchange rate changes on

the intercompany loans between Singapore entities and U.S.

The Company recorded foreign exchange gain of $ 845,350 and $ 1,150,830

during the three months ended on June 30, 2024 and 2023, respectively.

The Company recorded foreign exchange gain of $ 2,038,986 and $ 362,528

during the six months ended on June 30, 2024 and 2023, respectively.

The foreign currency transactional gains and losses are recorded

in operations.

of consolidated entities’ financial statements

assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the

rates of exchange ruling at the balance sheet date.

The Company’s entities with functional currency of S$, HK$, AUD, KRW and CN¥,

translate their operating results and financial positions into the U.S.

The majority of the Company’s foreign currency

transaction gains or losses come from the effects of foreign exchange rate changes on the intercompany loans between Singapore entities

The Company recorded foreign exchange loss of $ 3,673,699 and gain of $ 198,817 during the three months ended on September

30, 2024 and 2023, respectively.

The Company recorded foreign exchange loss of $ 1,634,713 and gain of $ 561,345 during the nine months

ended on September 30, 2024 and 2023, respectively.

The foreign currency transactional gains and losses are recorded in operations.

Translation of consolidated entities’

financial statements

Monetary assets and liabilities denominated in currencies

other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date.

The Company’s entities with functional currency of S$, HK$, AUD, KRW and CN¥, translate their operating results and financial

positions into the U.S.

dollar, the Company’s reporting currency.

Assets and liabilities

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

Revenue, expense, gains and losses are translated using

the average rate for the year.

Translation adjustments are reported as cumulative translation adjustments and are shown as a separate

component of comprehensive income (loss).

Company recorded other comprehensive loss of $ 1,253,895 from foreign currency translation for the three months ended June 30, 2024 and

$ 2,183,883 loss for the three months ended June 30, 2023, in accumulated other comprehensive loss.

The Company recorded other comprehensive

loss of $ 2,064,408 from foreign currency translation for the six months ended June 30, 2024 and $ 1,087,940 loss for the six months ended

June 30, 2023, in accumulated other comprehensive loss.

Assets and liabilities are translated using the exchange rates

in effect on the balance sheet date.

Revenue, expense, gains and losses are translated using the average rate for the year.

adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss).

The Company recorded other

comprehensive gain of $ 4,221,505

from foreign currency translation for the three months ended September 30, 2024 and $ 1,852,698

loss for the three months ended September 30, 2023, in accumulated other comprehensive loss.

The Company recorded other

comprehensive gain of $ 1,805,678 from

foreign currency translation for the nine months ended September 30, 2024 and $ 2,940,640

loss for the nine months ended September 30, 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 June 30, 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

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.

Diluted 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 September 30,

2024, there were 425,216 potentially dilutive warrants outstanding.

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

ASC 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 value:

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

6 unchanged sentences

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

interests represent the equity in subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately

in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance

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

June 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 8,277,460 and $ 8,601,562 , respectively.

Financing Costs

costs, such as loan origination fee, administration fee, interests, and other related financing costs should be capitalized and recorded

on the balance sheet, if these financing activities are directly associated with the development of real estate.

financing costs are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating

a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

If the allocation of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs

could also be allocated based on an area method, which uses the size of the lots compared to the total project area and allocates costs

based on their size.

of June 30, 2024 and December 31, 2023, the capitalized financing costs were $ 756,942 and $ 1,225,739 , respectively.

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

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 interests

Non-controlling interests represent the equity in

subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated

statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity

attributable to owners of the Company.

September 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 9,197,244

and $ 8,601,562 ,

respectively.

Capitalized Financing

Financing costs, such as

loan origination fee, administration fee, interests, and other related financing costs should be capitalized and recorded on the balance

sheet, if these financing activities are directly associated with the development of real estate.

Capitalized financing costs

are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage

of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

If the allocation

of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated

based on an area method, which uses the size of the lots compared to the total project area and allocates costs based on their size.

As of September 30, 2024

and December 31, 2023, the capitalized financing costs were $ 383,806 and $ 1,225,739 , respectively.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards

Board (FASB) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to

Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and

interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all

prior periods presented in the financial statements.

We do not expect the adoption of this guidance to have a material impact on our

condensed consolidated financial statements.

Improvements to Reportable Segment Disclosures (ASU 2023-07), which

requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

This guidance is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is

Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements.

do not expect the adoption of this guidance to have a material impact on our condensed consolidated financial statements.

CONCENTRATIONS

Company maintains cash balances at various financial institutions in different countries.

These balances are usually secured by the central

banks’ insurance companies.

The Company maintains cash

balances at various financial institutions in different countries.

These balances are usually secured by the central banks’ insurance

At times, these balances may exceed the insurance limits.

the three months ended June 30, 2024, the Company’s did not recognize revenue from its property development business.

For the three

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

For the six months ended June 30, 2023, one customer accounted for approximately 100 % of the Company’s property development

For the six months ended June 30, 2023, three customers accounted for approximately 37 %, 36 %, and 27 % 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

by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision-maker is the CEO.

In the three months ended

September 30, 2024, one customer accounted for approximately 100 % of the Company’s property development revenue.

For the three months

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

months ended September 30, 2024, two customers accounted for approximately 57 % and 43 % of the Company’s property development revenue.

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

development revenue.

Operating segments are defined as components of an

enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker,

or decision–making group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating

decision-maker is the CEO.

The Company operates in and reports four business segments:

digital transformation technology, biohealth, and other business activities.

The Company’s reportable segments are determined based

on the services they perform and the products they sell, not on the geographic area in which they operate.

The Company’s chief

operating decision maker evaluates segment performance based on segment revenue.

Costs excluded from segment income (loss) before taxes

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

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

ended June 30, 2024 and 2023:

real estate, digital transformation technology,

biohealth, and other business activities.

The Company’s reportable segments are determined based on the services they perform and

the products they sell, not on the geographic area in which they operate.

The Company’s chief operating decision maker evaluates

segment performance based on segment revenue.

Costs excluded from segment income (loss) before taxes and reported as “Other”

consist of corporate general and administrative activities which are not allocable to the four reportable segments.

The following table summarizes the Company’s

segment information for the following balance sheet dates presented, and for the nine months ended September 30, 2024 and 2023:

SCHEDULE OF SEGMENT INFORMATION

Transformation Technology

Months Ended on June 30, 2024

( 5,181,322 )

( 5,488,325 )

Profit (Loss)

( 1,115,063 )

( 4,455,348 )

( 6,800,912 )

Income (Loss)

Digital Transformation Technology

Biohealth Business

Nine Months Ended on September 30, 2024

Cost of Sales

( 7,882,274 )

( 8,438,149 )

Gross Profit (Loss)

Operating Expenses

( 1,321,120 )

Income (Expense)

( 7,122,562 )

( 9,775,579 )

Operating Income (Loss)

( 6,498,768 )

Income (Loss) Before Income Tax

( 6,039,764 )

Other Income (Expense)

( 1,935,969 )

Net Income (Loss) Before Income Tax

( 2,357,512 )

( 1,837,358 )

Transformation Technology

Months Ended on June 30, 2023

( 4,605,740 )

( 6,994,516 )

Profit (Loss)

Digital Transformation Technology

Biohealth Business

Nine Months Ended on September 30, 2023

Cost of Sales

( 12,755,702 )

( 13,008,833 )

Income (Loss)

Gross Profit (Loss)

Operating Expenses

( 1,418,743 )

Income (Loss)

( 4,734,061 )

Income (Expense)

$ ( 7,119,288 )

Operating Income (Loss)

( 4,153,790 )

Operating Income (Loss)

( 4,153,790 )

Income (Loss) Before Income Tax

Other Income (Expense)

( 27,932,254 )

$ ( 28,060,334 )

Net Income (Loss) Before Income Tax

( 32,086,044 )

Income (Loss) Before Income Tax

( 27,117,472 )

Net Income (Loss) Before Income Tax

( 32,086,044 )

( 27,117,472 )

and Restricted Cash

September 30, 2024

Cash and Restricted Cash

December 31, 2023

Cash and Restricted Cash

$ 126,314,028

REAL ESTATE ASSETS

of June 30, 2024 and December 31, 2023, real estate assets consisted of the following:

As of September 30, 2024 and December 31, 2023, real

estate assets consisted of the following:

SCHEDULE OF REAL ESTATE ASSETS

September 30, 2024

December 31, 2023

Construction in Progress

Land Held for Development

Rental Properties, net

Real Estate Assets

family residential properties

of June 30, 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 $ 264,052 and $ 276,125 in the three months ended June 30,

2024 and 2023, respectively.

Depreciation expense was $ 528,103 and $ 519,827 in the six months ended June 30, 2024 and 2023, respectively.

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

following table presents the summary of our SFRs as of June 30, 2024:

Total Real Estate Assets

Single family residential properties

As of September 30, 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 $ 264,052 and $ 259,405 in the three months ended September 30, 2024 and 2023, respectively.

expense was $ 792,155 and $ 779,232 in the nine months ended September 30, 2024 and 2023, respectively.

These homes are located in Montgomery

and Harris Counties, Texas.

The following table presents the summary of our SFRs

as of September 30, 2024:

SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Average Investment

NOTES PAYABLE

of June 30, 2024 and December 31, 2023, notes payable consisted of the following:

As of September 30, 2024 and December 31, 2023, notes

payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

Motor Vehicle

September 30, 2024

December 31, 2023

Motor Vehicle Loans

Loans for Operations

Note to EF Hutton LLC

Promissory Note to EF Hutton LLC

Total notes payable

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

Bank”) in the principal amount not to exceed at any one time outstanding the sum of $ 8,000,000 , with a cumulative loan advance

amount of $ 18,500,000 .

M&T Bank Loan

On April 17, 2019, SeD Maryland

Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in

the principal amount not to exceed at any one time outstanding the sum of $ 8,000,000 , with a cumulative loan advance amount of $ 18,500,000 .

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

SeD Maryland Development LLC was also provided

with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $ 900,000 .

The L/C commission will be 1.5 % per annum

on the face amount of the L/C.

SeD Maryland Development LLC was also provided with a Letter of

Credit (“L/C”) Facility in an aggregate amount of up to $ 900,000 .

The L/C commission will be 1.5 % per annum on the face amount

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

The loan is a revolving line

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

Repayment of the Loan Agreement

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

The loan expired

during 2022 and only L/C is outstanding as of June 30, 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.

The loan is a revolving line of credit.

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

Repayment of the Loan Agreement is secured by

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

The loan expired during 2022

and only L/C is outstanding as of September 30, 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.

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 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 pays monthly installments of approximately $ 1,300 , including interest of 1.88 % per annum, for 84 months.

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

The total purchase price of the car, including associated charges, was approximately $ 182,430 .

Alset International paid an initial deposit

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

minimum principal payments under existing motor vehicle loans at June 30, 2024 in each calendar year through the end of their terms are

Motor Vehicle Loans

On May 17, 2021, Alset International entered into

an agreement with Hong Leong Finance Limited to purchase a car for business.

The total purchase price of the car, including associated

charges, was approximately $ 184,596 .

Alset International paid an initial deposit of $ 78,640 , and pays monthly installments of approximately

$ 1,300 , including interest of 1.88 % per annum, for 84 months.

On September 22, 2022 Alset International entered

into an agreement with United Overseas Bank Limited to purchase additional car for business.

The total purchase price of the car, including

associated charges, was approximately $ 182,430 .

Alset International paid an initial deposit of $ 66,020 and pays monthly installments of

approximately $ 1,472 , including interest of 1.88 % per annum, for 84 months.

Future minimum principal payments under existing motor

vehicle loans at September 30, 2024 in each calendar year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM PAYMENTS

Future Receipts

for Operations

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

current operations.

Ketomei owes the bank $ 47,486 at June 30, 2024.

borrowed also funds from an individual to whom Ketomei owns $ 4,424 at June 30, 2024.

Note to EF Hutton LLC

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

entered into a Satisfaction and Discharge of Indebtedness

Agreement in connection with an underwriting agreement previously entered into by HWH and EF Hutton LLC (“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 paid upon the closing of 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 ,

Total Future Payments

Loans for Operations

The Company’s subsidiary, Ketomei Pte Ltd (“Ketomei”)

has a loan from DBS Bank Limited, which was used to fund Ketomei’s current operations.

Ketomei owes DBS $ 43,236 at September

Ketomei borrowed also funds from an individual to

whom Ketomei owes $ 4,683 at September 30, 2024.

Promissory Note to EF Hutton LLC

On December 18, 2023, the Company’s subsidiary,

HWH International Inc.

entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with an underwriting agreement

previously entered into by HWH and EF Hutton LLC (“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 paid upon the closing

of Business Combination, 149,443 shares of the Company’s common stock and a $ 1,184,375 promissory note as full satisfaction.

agreement was effective at the closing of Business Combination on January 9, 2024.

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

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.

As of June 30, 2024, the Company accrued $ 35,733

in interest on the promissory note and owed $ 1,220,108

to EF Hutton.

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.

As of September

30, 2024, the Company accrued $ 54,171 in interest on the promissory note and owed $ 1,238,546 to EF Hutton.

RELATED PARTY TRANSACTIONS

of Shares and Warrants from NECV

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

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

We value the NECV warrants under

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

the purchase date, $ 973 as of June 30, 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.

Purchase of Shares

and Warrants from NECV

On July 17, 2020, the Company

purchased 122,039,000 shares, approximately 9.99 % ownership, and warrants to purchase 1,220,390,000 shares with an exercise price of $ 0.0001

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

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

option pricing model and the fair value of the NECV warrants were $ 860,342 as of July 17, 2020, the purchase date, $ 973 as of September

30, 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

On 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 85.7 % of Alset International, and Alset International indirectly owns approximately

99.9 % of Alset EHome Inc.

The 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.

Alset EHome Inc.

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

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

May 4, 2023, DSS distributed approximately 280 million shares of Sharing Services Global Corporation beneficially

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

As a result of this distribution,

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

The 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.

SHRG Shares Dividend Received from DSS

On May 4, 2023, DSS distributed approximately 280

million shares of Sharing Services Global Corporation beneficially held by DSS and its subsidiaries in the form of a dividend to the shareholders

of DSS common stock.

As a result of this distribution, the Company directly received 70,426,832 shares of SHRG, and through its majority-owned

subsidiary Alset International, 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 29 % 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 HWH International Inc.

On September 12, 2024, SHGR completed

1 for 1,400 reverse stock split.

Following the reverse stock split the Company and Mr.

Chan hold 89,732 and 27,106 shares, respectively.

Consolidation 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 owned 2,156,250 shares of Alset Capital’s Class B Common Stock.

Following the redemptions, the 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 the Company’s

Consolidated Statement of Operations for the year ended December 31, 2023.

Combination of Alset Capital Acquisition Corp.

On May 1, 2023, HWH International Inc.

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 owned 2,156,250 shares of Alset Capital’s

Class B Common Stock.

Following the redemptions, the 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 the Company’s Consolidated Statement of Operations for the year ended

December 31, 2023.

Business Combination of Alset Capital Acquisition

and HWH International Inc.

January 9, 2024, two entities affiliated with Alset Inc.

On January 9, 2024, two entities affiliated with Alset

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 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.

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, 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 condensed consolidated financial statements

include the operations of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business

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

assets and liabilities assumed based upon their estimated fair values on the acquisition date.

The recorded amounts for assets

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

the acquisition date.

As a result of the acquisition of HTL, a deemed dividend of $ 214,174

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

in excess of identifiable equity.

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

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

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

The condensed 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 condensed consolidated financial

Notes to Value Exchange

January 27, 2023, Hapi Metaverse and New Electric CV Corporation (together with Hapi

Metaverse , 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”.

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

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 and HWH Merger Sub Inc., a Nevada

corporation and a wholly owned subsidiary of Alset Capital (“Merger Sub”).

The Company and its 85.7 % owned subsidiary Alset

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

Pursuant 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

The 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.

New 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.

Purchase of Hapi Travel Ltd.

On June 14, 2023, the Company’s subsidiary completed

acquisition of Hapi Travel Limited (“HTL”), an online travel business started in Hong Kong and under common control of the

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

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the

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

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

which is up to 12 months from the acquisition date.

As a result of the acquisition of HTL, a deemed dividend of $ 214,174 was generated

as a result of the business combination, which represents the purchase price of $ 214,993 in excess of identifiable equity.

The common control transaction described above resulted

in the following basis of accounting for the financial reporting 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 condensed 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 condensed consolidated financial statements.

Convertible Notes to

Value Exchange

On January 27, 2023, Hapi

Metaverse and New Electric CV Corporation (together with Hapi Metaverse , the “Lenders”)

entered into a Convertible Credit Agreement (the “1 st VEII Credit Agreement”) with VEII.

The 1 st VEII

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 1 st VEII Credit Agreement at 8 %.

The 1 st VEII Credit Agreement grants conversion rights to each Lender.

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

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 Amount”).

The Loan Amount can be converted into shares of VEII pursuant to the terms of the 1 st VEII Credit

Agreement for a period of three years.

There is no fixed price for the derivative security until Hapi

Metaverse converts the Loan Amount into shares of VEII Common Stock.

On September 6, 2023, Hapi

Metaverse converted $ 1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII’s Common Stock.

the terms of the 1 st VEII Credit Agreement, Hapi Metaverse received Warrants to

purchase a maximum of 36,723,160 shares of VEII’s Common Stock at an exercise price of $ 0.1770 per share.

Such warrants expire five

(5) years from date of their issuance.

On September 30, 2024 the fair value of the remaining $ 100,000 of convertible note and warrants

was $ 29,229 and $ 1,655,981 , 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).

14, 2023, Hapi Metaverse entered into a Convertible Credit Agreement (“2 nd VEII Credit Agreement”) with VEII.

December 15, 2023, Hapi Metaverse loaned VEII $ 1,000,000 .

The 2 nd VEII Credit Agreement was amended pursuant to an agreement

dated December 19, 2023.

Under the 2 nd VEII Credit Agreement, as amended, this amount can be converted into VEII’s Common

Shares pursuant to the terms of the 2 nd VEII Credit Agreement for a period of three years.

In the event that Hapi Metaverse

converts this loan into shares of VEII’s Common Stock, the conversion price shall be $ 0.045 per share.

In the event that Hapi Metaverse

elects to convert any portion of the loan into shares of VEII’s Common Stock in lieu of cash payment in satisfaction of that loan,

then VEII will issue to Hapi Metaverse five (5) detachable warrants for each share of VEII’s Common Stock issued in a conversion

(“Warrants”).

Each Warrant will entitle Hapi Metaverse 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

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

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

is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount

into shares of VEII Common Stock.

September 6, 2023, Hapi Metaverse 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 June 30, 2024 the fair value of the remaining $ 100,000

of convertible note and warrants was $ 25,685 and $ 1,833,979 , respectively.

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.

15, 2023, Hapi Metaverse loaned VEII $ 1,000,000 .

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

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

for a period of three years.

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

price shall be $ 0.045 per share.

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

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

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

Each Warrant will entitle Hapi Metaverse

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 June 30, 2024

and December 31, 2023 was $ 457,772 and $ 1,106,477 , respectively.

The fair value of this convertible note on September 30, 2024 and December 31, 2023

was $ 468,753 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.

On July 15, 2024, the Company entered into a Convertible

Credit Agreement (“3 rd VEII Credit Agreement”) with VEII for an unsecured credit line in the maximum amount of

$ 110,000 (“2024 Credit Line”).

Advances of the principal under the 3 rd VEII Credit Agreement accrue simple interest

at 8 % per annum.

Each Advance under the 3 rd VEII Credit Agreement and all accrued interest thereon may, at the election of

VEII, or the Company, be:

(1) repaid in cash;

(2) converted into shares of VEII Common Stock;

or (3) be repaid in a combination of cash

and shares of VEII Common Stock.

The principal amount of each Advance under the 3 rd VEII Credit Agreement is due and payable

on the third (3rd) annual anniversary of the date that the Advance is received by VEII along with any unpaid interest accrued on the principal

(the “Advance Maturity Date”).

Prior to the Advance Maturity Date, unpaid interest accrued on any Advance shall be paid on

the last business day of June and on the last business day of December of each year in which the Advance is outstanding and not converted

into shares of VEII Common Stock.

Company may prepay any Advance under the 3 rd VEII Credit Agreement and interests accrued

thereon prior to Advance Maturity Date without penalty or charge.

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

As of September 30, 2024, $ 110,000 credit was advanced, and interest income of $ 1,856 and $ 1,856 is included in interest income for the

three and nine months ended September 30, 2024, respectively.

The fair value of this convertible

note on September 30, 2024 was $ 106,239 .

(For further details on fair value valuation refer

– Investments Measured at Fair Value, Convertible Note Receivables).

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

Notes to Sharing Services

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

Global Corp., 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

The maturity date was subsequently extended.

The fair value of this

Convertible Note on June 30, 2024 was $ 268,607 .

On January 17, 2024, the

Company received a Convertible Promissory Note (the “1 st SHRG Convertible Note”) from Sharing Services Global Corp.,

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 1 st SHRG 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 1 st SHRG Convertible Note

bears a 10 % interest rate and has a scheduled maturity six (6) months from the date of the 1 st SHRG Convertible Note, or July

The terms of the note and maturity date were subsequently extended.

The fair value of

this 1 st SHRG Convertible Note on September 30, 2024 was $ 267,654 .

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, entered into a 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 this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the

On June 30, 2024 the fair value of the convertible note and warrants was $ 310,362

and $ 137,500 ,

respectively.

– Investments Measured at Fair Value, Convertible Note Receivables).

On March 20, 2024, HWH International

Inc., a subsidiary of the Company, entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a

(i) Convertible Promissory Note (the “2 nd SHRG Convertible Note) in the amount of $ 250,000 , convertible into 148,810

shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s

common stock at an exercise price of $ 1.68 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 this filing, HWH has not converted any of the debt contemplated

by the 2 nd SHRG Convertible Note nor exercised any of the warrants.

On September 30, 2024 the fair value of the 2 nd

SHRG Convertible Note and warrants was $ 212,557 and $ 3,891 , respectively.

(For further details

on fair value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible Note Receivables).

On May 9, 2024, HWH entered

into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “3 rd

SHRG Convertible Note”) in the amount of $ 250,000 , convertible into 89,286 shares of SHRG’s common stock at the option

of HWH for an aggregate purchase price of $ 250,000 .

The 3 rd SHRG Convertible Note bears an 8 % interest rate and has a scheduled

maturity three years from the date of the 3 rd SHRG Convertible Note.

Additionally, upon signing the 3 rd SHRG Convertible

Note, SHRG owns the Company commitment fee of 8 % of the principal amount, which will be paid either in cash or in common stock of SHRG,

at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt contemplated by the 3 rd

SHRG Convertible Note.

On September 30, 2024 the fair value of the 3 rd SHRG Convertible

Note was $ 224,894 .

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

1 unchanged sentence

Note Receivables.)

May 9, 2024, HWH entered into a securities purchase agreement with SHRG, pursuant to

which HWH purchased from SHRG a Convertible Promissory Note (the “Convertible Note”) in the amount of $ 250,000 , convertible

into 125,000,000 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 .

The Convertible

Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the Convertible Note.

Additionally, upon signing

the Convertible Note, SHRG owns the Company commitment fee of 8 % of the principal amount, which will be paid either in cash or in common

stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt contemplated by the

Convertible Note.

On June 30, 2024 the fair value of the convertible note was $ 282,486 .

(For further details on fair value valuation

refer to Note 12.

– Investments Measured at Fair Value, Convertible Note Receivables.)

June 6, 2024, the Company entered into a securities purchase agreement with SHRG, pursuant

to which HWH purchased from SHRG a Convertible Promissory Note (the “Convertible Note”) in the amount of $ 250,000 , convertible

into 125,000,000 shares of SHRG’s common stock at the option of HWH for an aggregate purchase price of $ 250,000 .

The Convertible

Note bears an 8 % interest rate and has a scheduled maturity three years from the date of the Convertible Note.

Additionally, upon signing

the Convertible Note, SHRG owns the Company commitment fee of 8 % of the principal amount $ 20,000 in total, which will be paid either

in cash or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt

contemplated by the Convertible Note.

On June 30, 2024, the fair value of the convertible note was $ 275,745 .

(For further details on fair

value valuation refer to Note 12.

– Investments Measured at Fair Value, Convertible Note Receivables.)

to Related Party

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

On June 6, 2024, HWH entered

into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “4 th

SHRG Convertible Note”) in the amount of $ 250,000 , convertible into 89,286 shares of SHRG’s common stock at the option

of HWH for an aggregate purchase price of $ 250,000 .

The Convertible Note bears an 8 % interest rate and has a scheduled maturity three

years from the date of the 4 th SHRG Convertible Note.

Additionally, upon signing the 4 th SHRG Convertible Note,

SHRG owns the Company commitment fee of 8 % of the principal amount $ 20,000 in total, which will be paid either in cash or in common stock

of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt contemplated by the 4 th

SHRG Convertible Note.

On September 30, 2024, the fair value of the 4 th SHRG Convertible

Note was $ 214,893 .

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

– Investments Measured at Fair Value, Convertible

Note Receivables.)

On August 13, 2024, HWH entered

into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “5 th

SHRG Convertible Note”) in the amount of $ 100,000 , convertible into 35,714 shares of SHRG’s common stock at the option

of the Company for an aggregate purchase price of $ 100,000 .

The 5 th SHRG Convertible Note bears an 8 % interest rate and has

a scheduled maturity three years from the date of the 5 th SHRG Convertible Note.

Additionally, upon signing the 5 th

SHRG Convertible Note, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 8,000 in total, to be paid either in cash

or in common stock of SHRG, at the discretion of the Company.

At the time of this filing, HWH has not converted any of the debt contemplated

by the 5 th SHRG Convertible Note.

On September 30, 2024, the fair value of the 5 th

SHRG Convertible Note was $ 87,245 .

(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 Inc.

(“Sentinel”).

The initial purpose of the transfer

was to invest in shares of this company.

The initial purpose of the transfer was to invest in

shares of this company.

The transaction did not close as planned and the funds were returned.

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.

The Company has significant influence over

Sentinel as it holds 10.4 % of outstanding shares of Sentinel and its CEO holds a director position on Sentinel’s Board of Directors.

Apartment Rental for the CEO

The Company is renting an apartment in Singapore for

its CEO and Chairman, Chan Heng Fai, as part of the compensation for his services.

The Company paid $ 20,908 deposit for the apartment

and had expenses of $ 30,315 and $ 30,644 in the three months ended June 30, 2024 and 2023, respectively.

The Company had expenses of $ 60,631

and $ 61,289 in the six months ended June 30, 2024 and 2023, respectively.

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

The Company is renting an

apartment in Singapore for its CEO and Chairman, Chan Heng Fai, as part of the compensation for his services.

The Company paid $ 20,908

deposit for the apartment and had expenses of $ 31,540 and $ 29,831 in the three months ended September 30, 2024 and 2023, respectively.

The Company had expenses of $ 91,203 and $ 89,494 in the nine months ended September 30, 2024 and 2023, respectively.

Notes Payable

Chan Heng Fai provided an interest-free, due on demand

advance to SeD Perth Pty.

for its general operations.

As of June 30, 2024 and

December 31, 2023, the outstanding balance was $ 12,440 and $ 12,716 , respectively.

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

As of September 30, 2024 and December 31, 2023, the outstanding balance was

$ 12,875 and $ 12,716 , respectively.

Chan Heng Fai provided an interest-free, due on demand

advance to Hapi Metaverse Inc.

for its general operations.

As of June 30, 2024 and

December 31, 2023, the outstanding balance was $ 4,189 and $ 4,153 , respectively.

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

As of September 30, 2024 and December 31, 2023, the outstanding balance was

$ 4,209 and $ 4,153 , respectively.

Management Fees

MacKenzie Equity

Partners, LLC, an entity owned by Charles MacKenzie, 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;

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

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

and (iv) a sum of $60,000 in June 2024 .

Company incurred expenses of $ 135,000 and

the three and six months ended June 30, 2024, respectively, and $ 75,000 and

the three and six months ended June 30, 2023, respectively, which were capitalized as part of Real Estate on the balance sheet as

the services relate to property and project management.

On June 30, 2024 and December 31, 2023, the Company owed this related party

respectively.

These amounts are included in Accounts Payable in the accompanying condensed

consolidated balance sheets.

and (iv) a sum of $60,000

in June, 2024.

incurred expenses of $ 75,000 and $ 285,000 in the three and nine months ended September 30,

2024, respectively, and $ 75,000 and $ 275,000 in the three and nine months ended September 30,

2023, respectively, which were capitalized as part of Real Estate on the balance sheet as the services relate to property and project

On September 30, 2024 and December 31, 2023, the Company owed this related party

$ 27,535 and $ 27,535 , respectively.

These amounts are included in Accounts Payable in the accompanying condensed consolidated balance sheets.

Global Consulting Inc., an entity owned by Anthony Chan, the former Chief Operating Officer of the Company, had a consulting agreement

2 unchanged sentences

with CA Global Consulting Inc., and the Company ceased paying consulting fees in the amount of $ 15,000 per month.

Company incurred expenses of $ 32,500 and $ 45,000 in the three months ended June 30, 2024 and 2023, respectively, and $ 77,500 and $ 90,000

in the six months ended June 30, 2024 and 2023, respectively.

Receivable from Related Party

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

equity method investment 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 in

an aggregate principal amount of $ 75,525 .

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

interest in Ketomei.

The investment was partially paid by the $ 75,525

loan borrowed to Ketomei and the accrued interest of $ 6,022 .

The balance of $ 183,311 was

paid in cash.

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 .

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

pursuant to a convertible loan, with a term of

After the initial 12 months, the interest on such loan will be 8 %.

As of August 31, 2023, the $ 263,766

loan was paid by the $ 214,903

loan borrowed to Ketomei and $ 48,862

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

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

pursuant to a convertible loan, with a term of

The Company incurred

expenses of $ 0 and $ 45,000 in the three months ended September 30, 2024 and 2023, respectively, and $ 77,500 and $ 90,000 in the nine months

ended September 30, 2024 and 2023, respectively.

Notes Receivable from Related Party

On 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 equity method investment

On August 31,

2023, Hapi Café Inc.

and Ketomei Pte.

entered into a binding term sheet pursuant to which HCI agreed to lend Ketomei up to

pursuant to a convertible loan, with a term of 12 months.

After the initial 12 months, the interest on such loan will be 3.5 %.

As of October 31, 2023, the $ 37,876

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

pursuant to a non- convertible loan, with a term

of 12 months.

This loan was written off upon the acquisition of Ketomei in February 2024.

On October 26,

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

pursuant to a non- convertible loan, with a term of 12 months.

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

As of December 31, 2023, the $ 6,766

loan was paid to Ketomei.

HCI-T agreed to pay

the balance of $ 31,110

to Ketomei in the future.

amount due from Ketomei at December 31, 2023 was $ 0 .

February 20, 2024, HCI-T 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.

After this additional investment, Hapi Cafe owns 55.65 %

(the Company owns indirectly 45.5 %)

of Ketomei’s outstanding shares and Ketomei is consolidated into the financial statements of the Company beginning on February

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

Management Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML.

variable interest rate and matured on January 12, 2023 , with automatic three-month extensions.

The purpose of the loan is to purchase

a portfolio of trading securities by LVAM.

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

in the loan agreement.

As of June 30, 2024 and December 31, 2023 LVAML owes the Company $ 460,765 and $ 534,671 , respectively.

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

This loan was written off upon the acquisition of Ketomei in February 2024.

The amount due from Ketomei

at December 31, 2023 was $ 0 .

On February 20, 2024, HCI-T 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.

After this additional investment, Hapi Cafe owns 55.65 % (the Company owns indirectly 45.5 %) of Ketomei’s outstanding shares and

Ketomei is consolidated into the financial statements of the Company beginning on February 20, 2024.

On October 13, 2021 BMI Capital

Partners International Limited (“BMI”) entered into a loan agreement with Liquid Value Asset Management Limited (“LVAML”),

a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML.

The loan has variable interest rate and matured on January

12, 2023 , with automatic three-month extensions.

The purpose of the loan is to purchase a portfolio of trading securities by LVAM.

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

As of September 30, 2024

and December 31, 2023 LVAML owes the Company $ 463,992 and $ 534,671 , respectively.

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 %.

June 30, 2024 and December 31, 2023 the Company accrued $ 20,000 and $ 10,000 interest, respectively, and VEII owed $ 530,000 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 in Asia.

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

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

and opportunities for growth.

On October 4, 2022, the Company completed its F&B business acquisition of MOC HK Limited

(“MOC”), a F&B business started in Hong Kong.

The accompanying condensed consolidated financial statements include

the operations of the acquired entity from its acquisition date.

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and

liabilities assumed based upon their estimated acquisition date fair values.

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

in excess of identifiable tangible and intangible assets.

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

Instead, they are reviewed periodically for impairment.

April 18, 2024, Hapi Acquisition Pte Ltd (“HAPL”), the Company’s subsidiary, completed acquisition of Hapi

Café Company Limited (“HCTW”), an F&B business started in Taiwan.

September 30, 2024 and December 31, 2023 the Company accrued $ 30,000 and $ 10,000 interest,

respectively, and VEII owed $ 549,671 and $ 510,000 , respectively, to Alset International.

The Company continually evaluates potential acquisitions

that align with the Company’s plans, namely, starting the F&B business in Asia.

Starting an F&B business in Hong Kong, China,

and Taiwan can be an excellent opportunity due to the large consumer market, diverse food culture, high demand for international cuisine,

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

On October 4, 2022, the Company completed its F&B

business acquisition of MOC HK Limited (“MOC”), a F&B business started in Hong Kong.

The accompanying condensed 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 HAPL to complete the acquisition is initially allocated to the

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

of the date of acquisition, HCTW had a total of $ 429,962 due to a related party, Alset Business Development Pte.

Ltd, (“ABDPL”)

a subsidiary of the Company.

HCTW borrowed the money from ABDPL since 2022 for its business start-up and daily operations.

of the acquisition of HCTW, the Company eliminated amounts due to ABDPL.

a result of the acquisition of HCTW, goodwill of $ 353,616 generated in a business combination represents the purchase price of $ 3,300

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.

The Company impaired the goodwill $ 353,616 as a loss during the six

months ended June 30, 2024 due to the poor financial situation of HCTW.

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

for the 2024 acquisition:

OF ESTIMATES OF ACQUISITION FAIR VALUE

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.

As 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

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

Instead, they are reviewed periodically

for impairment.

On September 16, 2024, the Company temporarily ceased

the café business of MOC after the café’s lease expired and MOC declined to enter into a new lease with the landlord.

The Company is searching for a better location to restart the business in the future.

As a result, the goodwill of $ 60,343 was fully impaired

on September 30, 2024.

On April 18, 2024, Hapi Acquisition Pte Ltd (“HAPL”),

the Company’s subsidiary, completed acquisition of Hapi Café Company Limited (“HCTW”), an F&B business started

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

The acquisition has been accounted for as a business combination.

Accordingly, consideration paid by HAPL to complete the acquisition

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

As of the date of acquisition, HCTW had a total of

$ 429,962 due to a related party, Alset Business Development Pte.

Ltd, (“ABDPL”) a subsidiary of the Company.

HCTW borrowed

the money from ABDPL since 2022 for its business start-up and daily operations.

As a result of the acquisition of HCTW, the Company eliminated

amounts due to ABDPL.

As a result of the acquisition of HCTW, goodwill of

$ 353,616 generated in a business combination represents the purchase price of $ 3,300 in excess of identifiable tangible and intangible

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

Instead, they are reviewed periodically

for impairment.

The Company impaired the goodwill $ 353,616 as a loss during the nine months ended September 30, 2024 due to the poor financial

situation of HCTW.

The table below reflects the Company’s estimates

of the acquisition date fair value of the assets acquired and liabilities assumed for the 2024 acquisition:

SCHEDULE OF ESTIMATES OF ACQUISITION

Purchase Price

15 unchanged sentences

Total purchase consideration

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

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

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

The Company first assesses qualitative factors

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

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

conducts a quantitative goodwill impairment test.

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

with its carrying value.

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

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

If the carrying amount of a reporting

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

total amount of goodwill allocated to that reporting unit.

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

in no impairment losses.

following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2024 and the year ended December

June 30, 2024

The Company evaluates goodwill on an annual basis

in the fourth quarter or more frequently if management believes indicators of impairment exist.

Such indicators could include, but are

not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse

action or assessment by a regulator.

The Company first assesses qualitative factors to determine whether it is more likely than not that

the fair value of a reporting unit is less than its carrying amount, including goodwill.

If management concludes that it is more likely

than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment

The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value.

The Company estimates

the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach,

which utilizes comparable companies’ data.

If the carrying amount of a reporting unit exceeds the reporting unit’s fair value,

an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting

The Company’s evaluation of goodwill completed during the year resulted in no impairment losses.

The following table summarizes changes in the carrying

amount of goodwill for the nine months ended September 30, 2024 and the year ended December 31, 2023.

SCHEDULE OF GOODWILL

September 30, 2024

December 31, 2023

2 unchanged sentences

impairment loss of goodwill of HCTW

impairment loss of goodwill of MOC

Foreign currency exchange adjustment

Balance as of end of the period

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

as amended, to increase the Company’s authorized share capital.

The Amendment increased the Company’s authorized share capital

to 250,000,000 common shares and 25,000,000 preferred shares, from 20,000,000 common shares and 5,000,000 preferred shares, respectively.

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

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

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

On June 14, 2021, the Company filed an amendment (the

“Amendment”) to its Third Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized

share capital.

The Amendment increased the Company’s authorized share capital to 250,000,000 common shares and 25,000,000 preferred

shares, from 20,000,000 common shares and 5,000,000 preferred shares, respectively.

The Company has designated 6,380 preferred shares

as Series A Preferred Stock and 2,132 as Series B Preferred Stock.

On December 6, 2022 the Company filed a certificate

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

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

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

dividends actually paid on shares of the Company’s common stock, par value $ 0.001 per share (“Common Stock”) when,

as and if paid on shares of Common Stock.

Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number

of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible.

Holders of Series A Preferred Stock

are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if

the Series A Preferred Stock were fully converted into Common Stock.

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

dividends actually paid on shares of the Company’s common stock par value $ 0.001 per share (“Common Stock”) when, as

and if paid on shares of Common Stock.

Each holder of outstanding Series B Preferred Stock is entitled to vote equal to the number of

whole shares of Common Stock into which each share of the Series B Preferred Stock is convertible.

Holders of Series B Preferred Stock

are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series B Preferred Stock would receive if

the Series B Preferred Stock were fully converted into Common Stock.

Company analyzed the Preferred Stock and the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives

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

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

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

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

at a public offering price of $ 2.20 per share.

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

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

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

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

Offering closed on February 8, 2023.

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

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

June 30, 2024, there were 9,235,119 common shares issued and outstanding.

following table summarizes the warrant activity for the six months ended June 30, 2024.

OF WARRANT ACTIVITY

Holders of the Series A Preferred Stock shall be entitled

to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s

common stock, par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock.

Each holder of outstanding

Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A

Preferred Stock is convertible.

Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same

amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock.

Holders of the Series B Preferred Stock shall be entitled

to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s

common stock par value $ 0.001 per share (“Common Stock”) when, as and if paid on shares of Common Stock.

Each holder of outstanding

Series B Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series B

Preferred Stock is convertible.

Holders of Series B Preferred Stock are entitled, upon liquidation of the Company, to receive the same

amount that a holder of Series B Preferred Stock would receive if the Series B Preferred Stock were fully converted into Common Stock.

The Company analyzed the Preferred Stock and the embedded

conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the

conversion option should be classified as equity.

On February 6, 2023, the

Company entered into an Underwriting Agreement (the “Underwriting Agreement”) in connection with an offering (the “Offering”)

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

(the “Underwriter”)

as the underwriter, relating to an underwritten public offering of 1,727,273 shares of Common Stock at a public offering price of $ 2.20

The Underwriting Agreement provides the Underwriter a 45-day option to purchase up to an additional 212,863 shares of Common

Stock to cover over-allotments, if any.

The net proceeds to the Company

from the Offering were approximately $ 3.4 million, after deducting underwriting discounts and the payment of other offering expenses associated

with the Offering that were payable by the Company.

The Offering closed on February 8, 2023.

Stock was being offered pursuant to an effective registration statement on Form S-3 (File No.

333-264234), as well as a prospectus supplement

in connection with the Offering filed with the Securities and Exchange Commission.

On September 30, 2024, there were 9,235,119 common

shares issued and outstanding.

The following table summarizes the warrant activity

for the nine months ended September 30, 2024.

SCHEDULE OF WARRANT ACTIVITY

Exercise Price

3 unchanged sentences

Forfeited, cancelled, expired

Warrants Outstanding as of June 30, 2024

Warrants Vested and exercisable at June 30, 2024

A Common Stock of HWH International Inc.

Warrants Outstanding as of September 30, 2024

Warrants Vested and exercisable at September 30, 2024

Class A Common Stock of HWH International Inc.

Subject to Possible Redemption

Company accounts for its, and its subsidiaries’ common stock subject to possible redemption in accordance with the guidance enumerated

in ASC 480 “ Distinguishing Liabilities from Equity ”.

Common stock subject to possible redemption are classified as

a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including shares of common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) are classified as temporary equity.

At all other times, shares of common stock are classified

as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered by the

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

Accordingly, at December

31, 2023, the Class A common stock of 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 June 30, 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 HWH International Inc.), the Company consolidated HWH International Inc.

of HWH Shares to EF Hutton

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

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 paid

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.

The 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.

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

Future minimum rental revenue under existing

leases on our properties at June 30, 2024 in each calendar year through the end of their terms are as follows:

The Company accounts for its, and its subsidiaries’

common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities

from Equity ”.

Common stock subject to possible redemption are classified as a liability instrument and are measured at fair

Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, shares of common stock are classified as stockholders’ equity.

The Company’s

Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control

and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2023, the Class A common stock of HWH International

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 September 30, 2024, following redemptions and closing of Business Combination,

the temporary equity is $ 0 .

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

details on this transaction refer to Note 7.

– Related Party Transactions, Consolidation 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.

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 paid 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.

The 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 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, 2024 in each calendar

year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

Total Future Receipts

Management Agreements

Company has entered into property management agreement with the property managers under which the property managers generally oversee

and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison

with the tenants.

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

For the three months ended June 30, 2024 and 2023, property management fees incurred by the property managers were $ 35,730 and $ 34,650 ,

respectively.

For the six months ended June 30, 2024 and 2023, property management fees incurred by the property managers were $ 70,740

and $ 66,600 , respectively.

For the three months ended June 30, 2024 and 2023, leasing fees incurred by the property managers were $ 24,005

and $ 41,745 , respectively.

For the six months ended June 30, 2024 and 2023, leasing fees incurred by the property managers were $ 34,265

and $ 66,755 , respectively.

Property Management Agreements

The Company has entered into property management agreement

with the property managers under which the property managers generally oversee and direct the leasing, management and advertising of the

properties in our portfolio, including collecting rents and acting as liaison with the tenants.

The Company pays its property managers

a monthly property management fee for each property unit and a leasing fee.

For the three months ended September 30, 2024 and 2023, property

management fees incurred by the property managers were $ 35,370 and $ 35,370 , respectively.

For the nine months ended September 30, 2024

and 2023, property management fees incurred by the property managers were $ 106,110 and $ 101,970 , respectively.

For the three months ended

September 30, 2024 and 2023, leasing fees incurred by the property managers were $ 30,725 and $ 29,360 , respectively.

For the nine months

ended September 30, 2024 and 2023, leasing fees incurred by the property managers were $ 64,990 and $ 96,115 , respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

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

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

Following is a summary of the changes in the balances

of accumulated other comprehensive income, net of tax:

SCHEDULE OF CHANGES IN ACCUMULATED

OTHER COMPREHENSIVE INCOME, NET OF TAX

Unrealized Gains and Losses on Security Investment

12 unchanged sentences

$ ( 2,183,974 )

Other Comprehensive Income (Loss)

Balance at September 30, 2024

Unrealized Gains and Losses on Security Investment

4 unchanged sentences

Balance at March 31, 2023

Balance Beginning

Other Comprehensive Loss

1 unchanged sentence

( 1,849,049 )

Other Comprehensive (Loss) Income

( 1,849,049 )

Balance at June 30, 2023

$ ( 791,512 )

Balance at Ending

Balance Beginning

$ ( 791,512 )

Other Comprehensive (Loss) Income

Balance at September 30, 2023

Balance at Ending

ASSETS MEASURED AT FAIR VALUE

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

of June 30, 2024 and December 31, 2023:

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

Financial assets measured at fair value on a recurring

basis are summarized below and disclosed on the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023:

SCHEDULE OF FINANCIAL ASSETS

MEASURED AT FAIR VALUE ON A RECURRING BASIS

Fair Value Measurement Using

June 30, 2024

September 30, 2024

Investment Securities- Fair Value Option

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Total Assets at Fair Value

loss on investment securities for the three months ended June 30, 2024 was $ 192,205 and realized loss on investment securities for the

three months ended June 30, 2023 was $ 10,557,229 .

Realized loss on investment securities for the six months ended June 30, 2024 was $ 344,673

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

Unrealized gain on securities investment

was $ 1,676,711 and $ 18,840,726 in the three months ended June 30, 2024 and 2023, respectively.

Unrealized loss on securities investment

was $ 3,589,106 and $ 17,652,880 gain in the six months ended June 30, 2024 and 2023, respectively.

These gains and losses were recorded

directly to net loss.

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

For overseas stock, we use the

stock price from the local stock exchange to calculate fair value.

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

investment at June 30, 2024 and December 31, 2023, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

Realized loss on investment securities for the three

months ended September 30, 2024 was $ 334,531 and realized loss on investment securities for the three months ended September 30, 2023

was $ 602,624 .

Realized loss on investment securities for the nine months ended September 30, 2024 was $ 679,204 and realized loss on investment

securities for the nine months ended September 30, 2023 was $ 11,291,166 .

Unrealized gain on securities investment was $ 7,034,492 and unrealized

loss was $ 10,742,675 in the three months ended September 30, 2024 and 2023, respectively.

Unrealized gain on securities investment was

$ 3,445,386 and $ 6,910,205 in the nine months ended September 30, 2024 and 2023, respectively.

These gains and losses were recorded directly

trading stocks, we use Bloomberg Market stock

prices as the share prices to calculate fair value.

For overseas stock, we use the stock price from the local stock exchange to calculate

The following chart shows details of the fair value of equity security investment at September 30, 2024 and December 31, 2023,

respectively.

SCHEDULE OF FAIR VALUE OF EQUITY

SECURITY INVESTMENT

DSS (Related Party)

Investment in Securities at Fair Value – Related Party

Impact BioMedical (Related Party)

Investment in Securities at Fair Value – Related Party

Trading Stocks

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Investment in Securities at Cost

HapiTravel Holding

Investment in Securities at Cost

Total Equity Securities

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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.

A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers

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

the six months ended June 30, 2024 and 2023:

Ratio of 1-for-1,400 (the “Reverse Split”) was effective on September 13, 2024.

Changes in the observable input values would likely

cause material changes in the fair value of the Company’s Level 3 financial instruments.

A significant increase (decrease) in this

likelihood would result in a higher (lower) fair value measurement.

The table below provides a summary of the changes

in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured

at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2024 and

SCHEDULE OF CHANGE IN FAIR VALUE

2 unchanged sentences

Balance at June 30, 2024

Balance at September 30, 2024

Balance at January 1, 2023

Balance at March 31, 2023

Net gains (losses)

Balance at June 30, 2023

Com Convertible Bond

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.

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

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

During 2021, the Company exercised 232,000,000 of the

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

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

The Company did not exercise any warrants during six months ended June 30, 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 June 30, 2024 and $ 430 as of December 31, 2023.

fair value of the NECV warrants under level 3 category as of June 30, 2024 and December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

Net gains (losses)

Balance at September 30, 2023

Vector Com Convertible Bond

On 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.

The conversion price is approximately $ 21.26 per common share of Vector Com.

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

On July 17, 2020, the Company purchased 122,039,000

shares, approximately 9.99 % ownership, and 1,220,390,000 warrants with an exercise price of $ 0.0001 per share, from NECV, for an aggregated

purchase price of $ 122,039 .

During 2021, the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of NECV for

the total consideration of $ 232,000 , leaving the balance of outstanding warrants of 988,390,000 at December 31, 2022.

The Company did

not exercise any warrants during nine months ended September 30, 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 September 30,

2024 and $ 430 as of December 31, 2023.

The fair value of the NECV warrants under level 3

category as of September 30, 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

September 30, 2024

December 31, 2023

Exercise price

3 unchanged sentences

Year to maturity

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

For further details on this

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

As of June 30, 2024 and

December 31, 2023, the fair value of the warrants was $ 1,833,979 and $ 2,487,854 , respectively.

The Company did not exercise any warrants

during the six months June 30, 2024 and the year ended December 31, 2023.

fair value of the VEII warrants under level 2 category as of June 30, 2024, and December 31, 2023 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

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

For further details on this transaction,

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

As of September 30,

2024 and December 31, 2023, the fair value of the warrants was $ 1,655,981 and $ 2,487,854 , respectively.

The Company did not exercise any

warrants during the nine months September 30, 2024 and the year ended December 31, 2023.

The fair value of the VEII warrants under level 2

category as of September 30, 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

September 30, 2024

December 31, 2023

Exercise price

3 unchanged sentences

Year to maturity

March 20, 2024, HWH International Inc., entered into a 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 this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the

As of June 30, 2024, the fair value of the warrants was $ 137,500 .

fair value of the SHRG warrants under level 2 category as of June 30, 2024, was calculated using binomial option pricing model valued

with the following weighted average assumptions:

OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30, 2024

On March 20, 2024, HWH International

Inc., entered into a 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 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants

exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $ 1.68 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 .

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

of September 30, 2024, the fair value of the warrants was $ 3,891 .

The fair value of the SHRG warrants under level 2

category as of September 30, 2024, was calculated using binomial option pricing model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

September 30, 2024

Exercise price

3 unchanged sentences

Year to maturity

Loan Receivables

Convertible Loan Receivables

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

4 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Sales Agreement

Lots Sales Agreement

Ballenger Project

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.

Under ASC 606, the credits to NVR are not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized

as the reduction of revenue.

As of June 30, 2024 and December 31, 2023, the accrued balance due to NVR was $ 189,475 .

at Black Oak Project

Certain 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.

Under ASC 606, the credits to NVR are

not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized as the reduction of revenue.

of September 30, 2024 and December 31, 2023, the accrued balance due to NVR was $ 189,475 .

Lakes at Black Oak Project

Agreement to Sell 142 Lots and 63 Lots

4 unchanged sentences

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”).

was in the process of developing the 63 lots at Alset Villas in 2023.

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.” Pursuant to the other Agreement, the Seller has agreed

single-family detached residential lots in the city of Magnolia, Texas.

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

1 unchanged sentence

The closing of the transactions described above depends on the satisfaction of certain conditions.

sale of the first 70 lots closed on July 1, 2024 generating approximately $ 3.8 million.

Company leases offices in Maryland, Singapore, Hong Kong, South Korea and China through leased spaces aggregating approximately 30,000

square feet, under leases expiring on various dates from July 2024 to April 2029.

The leases have rental rates ranging from $ 283 to $ 23,020

Our total rent expense under these office leases was $ 313,955 and $ 266,103 in the three months ended June, 2024 and 2023,

respectively.

Our total rent expense under these office leases was $ 606,674 and $ 525,781 in the six months ended June, 2024 and 2023,

respectively.

Total cash paid for operating leases was $ 602,584 and $ 525,781

for the six months ended June 30, 2024 and 2023, respectively.

The following table outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL

Term as of June 30, 2024

The sale of the first 70

lots closed on July 1, 2024 generating approximately $ 3.8

The Company leases offices in Maryland, Singapore,

Hong Kong, South Korea and China through leased spaces aggregating approximately 30,000 square feet, under leases expiring on various

dates from October 2024 to April 2029.

The leases have rental rates ranging from $ 283 to $ 23,020 per month.

Our total rent expense under

these office leases was $ 292,620 and $ 274,980 in the three months ended September 30, 2024 and 2023, respectively.

Our total rent expense

under these office leases was $ 899,294 and $ 800,762 in the nine months ended September 30, 2024 and 2023, respectively.

Total cash paid

for operating leases was $ 933,864 and $ 846,983 for the nine months ended September 30, 2024 and 2023, respectively.

The following table

outlines the details of lease terms:

SCHEDULE OF OPERATING AND RENEWED

LEASE TERMS RENTAL

Office Location

Lease Term as of September 30, 2024

Singapore - AI

3 unchanged sentences

Singapore – Four Seasons Park

July 2022 to July 2024

July 2022 to September 2024

Singapore – Hapi Cafe

July 2024 to June 2026

Singapore - PLQ

December 2022 to July 2024

Hong Kong - Office

13 unchanged sentences

Bethesda, Maryland

April 2024 to

December 2023

- November 2024

April 2024 to March 2027

December 2023 - November 2024

China - Office

March 2023 – March 2027

June 2024 to April 2029

Taiwan - Cafe

May 2024 to October 2027

Company adopted ASU No.

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

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

We elected the practical expedient to not recognize operating

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

Operating lease

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

over the lease term at commencement date.

The Company adopted ASU No.

Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability for all the leases with terms

greater than twelve months.

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

lease liabilities for lease agreements with terms less than 12 months.

Operating lease right-of-use assets and operating lease

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

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

1 unchanged sentence

incremental borrowings rates are at a range from 0.35% to 7.2% in 2024 and 2023, which were used as the discount

The Company’s weighted-average remaining lease term relating to its operating leases are 2.4 years, with

a weighted-average discount rate of the 3.92 %.

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

as of June 30, 2024 were $ 1,815,543

The Company’s weighted-average remaining lease term relating to its operating leases are 2.32

years, with a weighted-average discount rate of the 3.76 %.

The balances of operating lease right-of-use assets and operating lease liabilities as of September 30, 2024 were $ 1,832,925

and $ 1,903,121

3 unchanged sentences

respectively.

table below summarizes future payments due under these leases as of June 30, 2024.

the Years Ended June 30:

The table below summarizes future payments due under

these leases as of September 30, 2024.

For the Twelve Months Ending September 30:

SCHEDULE OF LEASE PAYMENTS

4 unchanged sentences

Long-term Lease Obligations

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

The property management company collects all security

deposits and maintains them in a trust account.

The Company also has obligation to refund these deposits to the renters at the time of

lease termination.

As of June 30, 2024 and December 31, 2023, the security deposits held in the trust account were $ 307,343 and $ 309,688 ,

respectively.

Security Deposits

Our rental-home lease agreements require tenants to

provide a one-month security deposits.

The property management company collects all security deposits and maintains them in a trust account.

The Company also has obligation to refund these deposits to the renters at the time of lease termination.

As of September 30, 2024 and

December 31, 2023, the security deposits held in the trust account were $ 316,510 and $ 309,688 , respectively.

DIRECTORS AND EMPLOYEES’ BENEFITS

Stock Option plans

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

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

exercise of stock options and grants of other equity awards.

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

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

International Stock Option plans

November 20, 2013, Alset International approved a Stock Option Plan (the “2013 Plan”).

Employees, executive directors, and

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

following tables summarize stock option activity under the 2013 Plan for the three months ended June 30, 2024:

Alset International Stock Option plans

On November 20, 2013, Alset International approved

a Stock Option Plan (the “2013 Plan”).

Employees, executive directors, and non-executive directors (including the independent

directors) are eligible to participate in the 2013 Plan.

The following tables summarize stock option activity

under the 2013 Plan for the year ended December 31, 2023 and nine months ended September 30, 2024:

SCHEDULE OF OPTION ACTIVITY

10 unchanged sentences

Forfeited, cancelled, expired

Outstanding as of June 30, 2024

Vested and exercisable at June 30, 2024

Outstanding as of September 30, 2024

Vested and exercisable at September 30, 2024

SUBSEQUENT EVENTS

July 1, 2024, 150 CCM Black Oak Ltd.

(the “Seller”), a wholly owned subsidiary of LiquidValue Development Inc., closed the

sale of 70 single-family detached residential lots comprising a section of a residential community in the city of Magnolia, Texas known

as the “Lakes at Black Oak” to Century Land Holdings of Texas, LLC.

The lots were sold at a fixed per-lot price, and the

Seller also received a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees, minus

certain expenses, equaled a combined total of approximately $ 3.8 million.

On July 15, 2024, a subsidiary

of the Company entered into a Convertible Credit Agreement (the “Credit Agreement”) with VEII.

On July 15, 2024, this subsidiary

of the Company loaned VEII $ 110,000 (the “Loan Amount”).

Pursuant to the Credit Agreement, this amount can be converted into

shares of VEII for a period of three years at a conversion price of $ 0.06 per share.

As of the date of this filing, the Loan Amount

has not been converted.

Closing of Lot Sale

On October 10, 2024, 150 CCM Black Oak Ltd.

(the “Seller”),

a wholly owned subsidiary of LiquidValue Development Inc., closed the sale of 72 single-family detached residential lots comprising a

section of a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak” to Century Land Holdings

of Texas, LLC.

The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $ 3.9 million.

Promissory Note Extension

On January 17, 2024, the Company

received a Convertible Promissory Note (the “Original Convertible Note”) from Sharing Services Global Corp.

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

loan made by the Company to SHRG.

Under the terms of the Original Convertible Note, the Company could, at its discretion, convert a

portion or all of the outstanding balance due under the Original 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.

Convertible Note bore a 10 %

interest rate and had a scheduled maturity six (6) months from the date of the note, or July

The maturity date was subsequently extended, following the agreement of both parties.

On November 12, 2024, the

Company entered into terms with SHRG to waive all interest previously accrued under the Original Convertible Note, and supersede the

conditions thereof.

The principal $ 250,000

loan was carried forward under a new Convertible Promissory Note (the “New Convertible Note”), and under the terms of

the New Convertible Note, the Company may, at its discretion, convert a portion or all of the original principal into shares of

SHRG’s common stock at a fixed rate of $ 0.10

The New Convertible Note bears an 8 %

interest rate and has a scheduled maturity of the second (2nd) anniversary of the date thereof, or November 12, 2026.

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