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Item 1A. Risk Factors

2025-03-31 compared with 2024-04-01 · 78 added, 78 removed, 721 unchanged (18% of the section changed)

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price of our common stock could decline and you may lose all or part of your investment.

As a “smaller

reporting company”, the Company is not required to provide the information required by this item, but below are the risk factors

the Company believes investors should consider before purchasing any of the Company’s securities.

As a “smaller reporting company”,

the Company is not required to provide the information required by this item, but below are the risk factors the Company believes investors

should consider before purchasing any of the Company’s securities.

Related to Our Company

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controls and procedures and concluded that our disclosure controls and procedures were not effective.

Management determined that at December

Management determined that on December

31, 2024, we had a material weakness that relates to the relatively small number of staff.

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own indirect interests in several publicly traded companies – most significantly, Alset International Limited, whose shares are

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

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

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

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

listed on the Singapore Stock Exchange, DSS, Inc., whose shares are listed on the NYSE American LLC Exchange, Sharing Services Global

Corporation, whose shares are listed on OTC Pink of the OTC Markets Group, Inc., Value Exchange International Inc., whose shares are

listed on OTCQB Venture Market of the OTC Markets Group, Inc., and HWH International Inc., whose shares are trading on the Nasdaq Global

(LiquidValue Development Inc.

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are not currently traded on any exchange).

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

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

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

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

Additionally, on

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

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

The average trading volume

of the public shares is limited for some of these companies.

In view of the limited public trading markets for some of these shares,

there can be no assurance that we would succeed in obtaining a price for these shares equal to the price quoted for such shares in their

respective trading markets at the time of sale or that we would not incur a loss on our shares should we determine to dispose our shareholding

in any of these companies in the future.

Additionally, on an ongoing basis, fluctuations in the stock prices of these companies are likely

to be reflected in the market price of our common stock.

Given the limited public trading markets in some of these public companies,

stock price fluctuations in our price may be significant.

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

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

Concerns over economic recession interest rate

increases, policy priorities of the U.S.

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

volatility and diminished expectations for the economy and markets.

Additionally, concern over geopolitical issues may also contribute

to prolonged market volatility and instability.

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

and volatility in global markets and industries.

government and other governments in jurisdictions have imposed severe economic

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

sanctions and controls.

Concerns over economic recession, interest

rate increases, policy priorities of the U.S.

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

increased volatility and diminished expectations for the economy and markets.

Additionally, concern over geopolitical issues may also

contribute to prolonged market volatility and instability.

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

instability and volatility in global markets and industries.

government and other governments in jurisdictions have imposed

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

threatened additional sanctions and controls.

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

Such conditions could

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

and in the collateral securing our loan investments.

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

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

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

These factors would

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

to our stockholders.

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

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

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

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

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

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

make distributions to our stockholders.

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

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As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and

manage our employee base, and maintain close coordination among our technical, accounting, finance, marketing and sales.

We cannot guarantee

that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff

There may be greater strain on our systems as we acquire new businesses, requiring us to devote significant management time

and expense to the ongoing integration and alignment of management, systems, controls and marketing.

If we are unable to manage growth

effectively, such as if our sales and marketing efforts exceed our capacity to design and produce our products and services or if new

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

Our officers will allocate some of their

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

able to devote to our affairs.

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

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

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

manage our employee base, and maintain close coordination among our technical, accounting, finance, marketing and sales teams.

guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing

staff and systems.

There may be greater strain on our systems as we acquire new businesses, requiring us to devote significant management

time and expense to the ongoing integration and alignment of management, systems, controls and marketing.

If we are unable to manage

growth effectively, such as if our sales and marketing efforts exceed our capacity to design and produce our products and services or

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

and adversely affected.

officers will allocate some of their time to other business ventures including but not limited to subsidiaries of our Company, thereby

limiting the amount of time they are able to devote to our affairs.

This potential time management conflict could have a negative impact

on our operations.

of our officers and directors also serve as officers and directors of entities where we are the direct or indirect majority stockholder,

including but not limited to Alset International Limited, HWH International Inc., LiquidValue Development Inc.

and Hapi Metaverse Inc.

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

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

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

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

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

While we do not believe that the

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

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

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

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

hold a non-majority positions in.

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

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

These officers are

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

While we do not believe that the time devoted to other

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

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

our affairs which may have a negative impact on our operations.

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

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of interest could have a negative impact on our operations.

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

Chan, our Chairman, serves as a director

of HWH International.

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

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

These officers are engaged in HWH International and are not

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

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

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

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

a negative impact on our operations.

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

(“HWH International”), and Chan

Heng Fai, our Chairman, serves as a director of HWH International.

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

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

officers are engaged in HWH International and are not obligated to contribute any specific number of hours per week to our affairs.

we do not believe that the time devoted to HWH International will undermine their ability to fulfill their duties with respect to our

Company, if the business affairs of HWH International require them to devote substantial amounts of time to such affairs, it could limit

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

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

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philosophy and/or make other changes to our asset composition.

we nor any of our majority-owned and/or controlled subsidiaries intends to register as an investment company under the Investment Company

we nor any of our majority-owned and/or controlled subsidiaries intend to register as an investment company under the Investment Company

If we or our subsidiaries were obligated to register as investment companies, then we would have to comply with a variety

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about our members.

with regard to our biohealth business, product reliability, safety and effectiveness concerns can have significant negative impacts on

with regard to our biohealth business, product reliability, safety and effectiveness concerns can have significant negative impact on

sales and results of operations, lead to litigation and cause reputational damage.

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policy is to obtain an independent third-party valuation for each major project in the United States to identify triggering events for

Our management may use a market comparison method to value other relatively small projects, such as the project in Perth,

Our management may use a 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

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

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

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

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

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

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

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For example, in connection with becoming a public company,

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

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

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

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

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

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

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

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future acquisitions.

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

of March 31, 2025, we have 250,000,000 shares of common stock authorized, and 10,735,119 shares of common stock outstanding.

shares, 7,577,357 shares are freely tradable.

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

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

of March 31, 2025, our principal stockholder Chan Heng Fai owns approximately 62.6% of our outstanding shares of common stock.

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

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

What changed 10-K

Item 1A. Risk Factors