What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-04-01 · 467 added, 461 removed, 398 unchanged (70% of the section changed)

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may differ materially depending on a variety of factors, many of which are not within our control.

These factors include by are not limited

to economic conditions generally and in the industries in which we may participate;

These factors include but are not

limited to economic conditions generally and in the industries in which we may participate;

competition within our chosen industry, including

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estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United

States, Singapore, Hong Kong, Australia and South Korea.

We manage our three principal businesses primarily through our 85.5% owned subsidiary,

Alset International Limited, a public company traded on the Singapore Stock Exchange.

Through this subsidiary (and indirectly, through

other public and private U.S.

and Asian subsidiaries), we are actively developing real estate projects near Houston, Texas in our real

estate segment.

In our digital transformation technology segment we focus on serving business-to-business (B2B) needs in e-commerce,

collaboration and social networking functions.

Our biohealth segment includes the sale of consumer products.

also have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Bancorp Inc., an

indirect 13% equity interest in Holista CollTech Limited, a 44.4% equity interest in DSS, an indirect 48.7% equity interest in VEII,

a 0.5% equity interest in New Electric CV Corporation (“NECV”, formerly known as “American Wealth Mining Inc.”) and a 33.4% equity interest in SHRG .

American Pacific Bancorp Inc.

a financial network holding company.

Holista CollTech Limited is a public Australian company that produces natural food ingredients

DSS is a multinational company operating businesses within nine divisions:

product packaging, biotechnology, direct marketing,

commercial lending, securities and investment management, alternative trading, digital transformation, secure living, and alternative

DSS is listed on the NYSE American (NYSE:

VEII is a provider of information technology services for businesses, and is

traded on the OTCQB (OTCQB:

NECV is a publicly traded consumer products company (OTCPK:

markets and distributes health and wellness products, as well as member-based travel services, using a direct selling business model.

SHRG is traded on the OTCQB (OTCQB:

States, Singapore, Hong Kong, Australia, South Korea and the People’s Republic of China.

We manage our three principal businesses

primarily through our 85.7% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange (“Alset

International”).

Through this subsidiary (and indirectly, through other public and private U.S.

and Asian subsidiaries), we are

actively developing real estate projects near Houston, Texas in our real estate segment.

In our digital transformation technology segment,

we focus on serving business-to-business (B2B) needs in e-commerce, collaboration and social networking functions.

Our biohealth segment

includes the sale of consumer products.

Additionally,

we have ownership interests outside of Alset International, including a 36.9% equity interest in American Pacific Financial, Inc., a

48.9% equity interest in DSS Inc.

(“DSS”), an indirect 48.7% equity interest in Value Exchange International, Inc., a

29.0% equity interest in Sharing Services Global Corporation and 39.7% equity interest in Impact Biomedical Inc.

American Pacific

Financial, Inc.

is a financial network holding company.

DSS is a multinational company operating businesses with five divisions:

product packaging, biotechnology, direct marketing, commercial lending, and securities and investment management.

is listed on the NYSE American (NYSE:

Exchange International, Inc.

is a provider of information technology services for businesses, and is traded on the OTCQB (OTCQB:

Sharing Services Global Corporation (OTC Pink:

SHRG), is a publicly traded company dedicated to building shareholder value by

developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the

Company’s product and services portfolio, business competencies, and geographic reach.

Impact BioMedical Inc.

is focused on

discovery, development, and commercialization of products and technologies to address unmet needs in human healthcare and wellness

for specialty biopharmaceuticals, antivirals, antimicrobials, consumer healthcare, and wellness products in the United

Impact BioMedical Inc.

is listed on NYSE American (NYSE:

generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over

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and our stockholders.

Additionally, the Company operates

a portfolio of trading securities with the objective of generating profits from short-term fluctuations in market prices.

The portfolio

is actively managed, and securities are bought and sold with the intent to realize gains from price movements within a short-term horizon.

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

by the chief operating decision makers (the “CODMs”), or decision–making group, in deciding how to allocate resources

and in assessing performance.

The Company’s chief operating decision makers are the two Co-CEOs, who review and assess the performance

of the Company as a whole.

The Company reports its segment information to reflect the manner in which the CODMs review and assess performance.

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.

In determination of segments, the Company, together with its CODMs, considers factors that include the nature of

business activities, allocation of resources and management structure.

primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income

The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations

and as part of the Company’s internal planning and forecasting processes.

Information on net income (loss) and operating income

(loss) is disclosed in the Consolidated Statements of Income.

Segment expenses and other segment items are provided to the CODMs on the

same basis as disclosed in the Consolidated Statements of Income.

CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the

Notes to the Financial Statements.

Revenue Model

total revenue for the years ended December 31, 2024, and 2023, was $21,115,899 and $22,088,507, respectively.

Our net losses for the years

ended December 31, 2023, and 2022, were $61,278,733 and $46,212,505, respectively.

Our net losses for the

years ended December 31, 2024, and 2023, were $4,165,816 and $61,278,733, respectively.

currently recognize revenue from the sale of our subdivision development properties, rental homes, the sale of our biohealth products,

and other activities.

Sales of real properties accounted for approximately 82%, revenue from home rentals accounted for approximately

13% and revenue from other activities accounted for approximately 5% of our total revenue in the year ended December 31, 2023.

of real properties accounted for approximately 29%, revenue from home rentals accounted for approximately 40%, sales of biohealth products

food and beverage business, and other activities.

Sales of real properties accounted for approximately 79%, revenue from home rentals

accounted for approximately 14% and revenue from other activities accounted for approximately 7% of our total revenue in the year ended

December 31, 2024.

Sales of real properties accounted for approximately 82%, revenue from home rentals accounted for approximately 13%,

and revenue from other activities accounted for approximately 5% of our total revenue in the year ended December 31, 2023.

a geographical perspective, we recognized 93% and 95% of our total revenue in the years ended December 31, 2024, and 2023, respectively,

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revenue, as we expect to experience greater revenue contribution from our rental business, digital transformation technology, biohealth

businesses and future business acquisitions.

Impact of the COVID-19 Pandemic

Estate Projects

extent to which the COVID-19 pandemic may impact our business will depend on future developments.

The COVID-19 pandemic’s far-reaching

impact on the global economy could negatively affect various aspects of our business, including demand for real estate.

From March 2020

through December 2022, we continued to sell lots at our Ballenger Run project (in Maryland) for the construction of town homes to NVR.

At this time, all of the lots at Ballenger Run have been sold to NVR, however we continue to complete

our development requirements under our agreements with NVR.

We do not anticipate that the COVID-19 pandemic will have a material impact

on the timing of the completion of our remaining tasks at Ballenger Run.

have received strong indications that buyers and renters across the country are expressing interest in moving from more densely populated

urban areas to the suburbs.

We believe this trend, should it continue, will encourage interest

in some of our projects.

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

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

The PPP Loan is evidenced by a promissory note.

The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first sixteen

months of principal and interest deferred or until we apply for the loan forgiveness.

The PPP Term Note may be accelerated upon the occurrence

of an event of default.

PPP Term Note was unsecured and guaranteed by the United States Small Business Administration.

The Company applied to M&T Bank for

forgiveness of the PPP Term Note, with the amount which may be forgiven equal to at least 60% of payroll costs and other eligible payments

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

In April 2022 the Company received confirmation that

the PPP Loan was fully forgiven.

businesses, food and beverage business and future business acquisitions.

that May or Are Currently Affecting Our Business

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ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed,

and profitably integrate them into our existing operation;

ability to attract competent, skilled technical and sales personnel for each of our businesses at acceptable compensation levels

and profitably integrate them into our existing operations;

ability to attract competent and skilled technical and sales personnel for each of our businesses at acceptable compensation levels

to manage our overhead;

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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 would be allocated based on area method.

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

land and building based on the data of similar properties.

The Company makes appropriate adjustments once the assessment from the county

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

On December 31, 2024

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

During the years ended December 31,

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

Recognition and Cost of Revenue

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

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

approximately 82% and 29% of the Company’s revenue in the years ended on December 31, 2023 and 2022, respectively, is as follows:

A detailed breakdown of the five-step process for the revenue recognition of the Lakes at Black Oak project, which represented approximately

79% and 82% of the Company’s revenue in the years ended on December 31, 2024 and 2023, respectively, is as follows:

the contract with a customer.

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have further performance obligations or continuing involvement once title is transferred.

Sale of the Front Foot Benefit Assessments.

We have established a front foot benefit (“FFB”) assessment on all of

the lots sold to NVR.

This is a 30-year annual assessment allowed in Frederick County which requires homeowners to reimburse the developer

for the costs of installing public water and sewer to the lots.

These assessments become effective as homes are settled, at which time

we can sell the collection rights to investors who will pay an upfront lump sum, enabling us to more quickly realize the revenue.

selling prices range from $3,000 to $4,500 per home depending on the type of home.

Our total expected revenue from the front foot benefit

assessment is approximately $1 million.

To recognize revenue of the FFB assessment, both our and NVR’s performance obligations

have to be satisfied.

Our performance obligation is completed once we complete the construction of water and sewer facilities and close

the lot sales with NVR, which inspects these water and sewer facilities prior to the close of lot sales to ensure all specifications

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

Our FFB revenue is recognized upon NVR’s

sales of homes to homeowners.

The agreement with these FFB investors is not subject to amendment by regulatory agencies and thus our

revenue from FFB assessment is not either.

During the years ended December, 2023 and 2022, we recognized revenue in the amounts of $0

and $126,737 from FFB assessments, respectively.

Revenue is recognized at a point in time.

Rental Revenue.

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

the 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 an area method, which uses the size of the lots compared to the total project area and allocates

costs based on their size.

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

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The fee is fixed, paid in full at the time

upon joining the membership;

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, (c) receive commissions and (d) attend corporate

The associated performance obligation is satisfied over time, generally over the term of the membership agreement which is for

a one-year period.

upon joining the membership and 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

The Company recognizes revenue from membership fee over the one-year period of the membership.

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(“Alset F&B One”) and Alset F&B (PLQ)

(“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.

(“Alset F&B PLQ”), acquired a restaurant franchise licenses at the end of 2021 and 2022 respectively.

These licenses will allow Alset F&B One and Alset F&B PLQ each to operate a Killiney

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and Mee Rebus.

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

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

Hapi Cafes are distinctive lifestyle

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

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

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

Management Co., Ltd.

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

The three companies

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

Company, through Hapi Café Inc.

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

located in Singapore and South Korea (“Hapi Cafes”).

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

in Singapore and Hapi Café Korea Inc.

Hapi Cafes are distinctive lifestyle café outlets that strive to revolutionize the way individuals dine, work, and

live, by providing a conducive environment for everyone to relish the four facets – health and wellness, fitness, productivity,

and recreation all under one roof.

2023 the Company incorporated new subsidiaries Guangdong LeFu Wealth Investment Consulting Co., Ltd.

Shenzhen Leyouyou Catering

Management Co., Ltd.) and Dongguan Leyouyou Catering Management Co., Ltd.

in the People’s Republic of China.

These companies will

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

Additionally,

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

revenue earned from Food and Beverage business for the years ended December 31, 2023 and 2022 were $1,019,634 and $449,240 respectively.

through its subsidiary Hapi Group HK Limited (f.k.a.

MOC HK Limited), the Company is focusing on operating café business in Hong

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 year ended December 31, 2024.

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

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 year ended December 31, 2024.

revenue earned from Food and Beverage businesses for the years ended December 31, 2024 and 2023 were $1,507,715 and $1,019,634, respectively.

Remaining performance obligations.

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

Company capitalized construction costs of approximately $1.2 million and $3.2 million in the years ended December 31, 2023 and 2022,

respectively.

December 31, 2023, total real estate property under development was $10.4 million, including:

held for development in the amount of $3.4 million (consisting of $2.8 million for Lakes at Black Oak and $0.6 million for Alset

development costs in the amount of $5.8 million (consisting of $5.3 million for Lakes at Black Oak and $0.5 million for Alset Villas);

finance costs were $1.2 million.

Company capitalized construction costs of approximately $0 million and $1.2 million in the years ended December 31, 2024 and 2023, respectively.

Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment

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 not record impairment on any of its projects during the years ended on December 31, 2024 and 2023.

Company did not have any real estate property under development as of December 31, 2024

December 31, 2023, total real estate property under development was $10.4 million, including:

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December 31, 2024, the capitalized construction costs were as follows:

Lakes at Black Oak

Land held for development

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December 31, 2023, the capitalized construction costs were as follows:

Ballenger Run

Lakes at Black Oak

Land held for development

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Total property under development

December 31, 2023, there were no sales from the Perth and Ballenger projects.

Lots in these projects were fully sold during year ended

December 31, 2022.

of Operations

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(24,961,161 )

Other Expenses

(58,313,729 )

Other Income (Expenses)

(58,313,729 )

4 unchanged sentences

Years Ended December 31,

$ (1,355,477 )

Digital Transformation Technology

1 unchanged sentence

was $21,115,899 and $22,088,507 for the years ended December 31, 2024 and 2023, respectively.

increase in property sales, rental revenue and food and beverages sales in the 2023 contributed to higher revenue in this period.

The decrease in property sales in the 2024

caused lower revenue in this period.

late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project.

The sales contemplated by these contracts are contingent on certain conditions which the parties to such contracts will need to meet

and are expected to generate approximately $22 million of funds from operations, not including certain expenses that the Company will

be required to pay.

The sale of 335 lots closed during 2023 generating approximately $18.2 million revenue.

from the sale of Front Foot Benefits (“FFBs”), assessed on Ballenger Run project lots, decreased from $126,737 in the year

ended December 31, 2022 to $0 in year ended December 31, 2023.

The decrease is a result of the decreased sale of properties to homebuyers

from the rental business was $2,776,911 and $1,810,011 for the years ended December 31, 2023 and 2022, respectively.

The Company expects

that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.

The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were

expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required

The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue.

The sale of remaining

lots closed on January 4, 2024 generating approximately $5.0 million revenue.

November 13, 2023, the Company entered into two contracts with builders to sell multiple lots from its Lakes at Black Oak and Alset Villa

The closing of these transactions depended on the satisfaction of certain conditions.

The sale of the first 70 lots closed

on July 1, 2024 generating approximately $3.8 million and the sale of the 72 lots closed on October 10, 2024 generating approximately

$3.9 million.

The sale of lots in Alset Villa project closed on December 17, 2024 generating approximately $3.8 million.

Revenue from the rental business

was $2,891,807 and $2,776,911 for the years ended December 31, 2024 and 2023, respectively.

The Company expects that the revenue from

this business will continue to increase as we acquire more rental houses and successfully rent them.

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

The revenue from

the lease was $25,200 and $16,800 in the years ended December 31, 2024 and 2023, respectively.

January 2024, the Company entered into lease agreement for another model house located in Montgomery County, Texas.

The revenue from

the lease was $26,409 in the year ended December 31, 2024.

from digital transformation technology segment consists primarily of the services rendered to customers in the amount of $0 and $28,117,

for the years ended December 31, 2024 and 2023, respectively.

In 2022 the Company began generating revenue from a project providing

AI chatbot services to Value Exchange Int’l (Hong Kong) Limited, a related company and a subsidiary of VEII located in Hong Kong.

recent years the Company expanded its biohealth segment to the South Korean market through one of the subsidiaries of HWH International

Inc., HWH World.

The Company began generating revenue from a project providing AI chatbot

services to Value Exchange Int’l (Hong Kong) Limited, a related company of the Company and a subsidiary of VEII located in Hong

Kong, on a monthly basis in 2022.

This service was terminated on June 30, 2023.

Company operates its biohealth segment in the South Korean market through one of the subsidiaries of HWH International Inc., HWH World

(“HWH World”).

HWH World operates based on a direct sale model of health supplements.

HWH World recognized $12,758 and $753,651 in

revenue in the years ended December 31, 2023 and 2022, respectively.

The revenue from this segment decreased in 2023 due to decreased

sales of annual memberships.

HWH World recognized $0 and $12,758

in revenue in the years ended December 31, 2024 and 2023, respectively.

category described as “Other” includes corporate and financial services, food and beverage business and new venture businesses.

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financial services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately

addressed as one independent category.

addressed as independent categories.

In the years ended December 31, 2024 and 2023, the revenue from other businesses was $1,507,715

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Years Ended December 31,

$ (1,880,796 )

Digital Transformation Technology

Total cost of sales

of revenue increased from $3,731,990 in the year ended December 31, 2022 to $14,576,209 in the year ended December 31, 2023, as a result

of the increase in the number of lots sold in the Lakes at Black Oak project and sales in F&B business.

Capitalized construction

expenses, finance costs and land costs are allocated to sales.

We anticipate the total cost of sales to increase as revenue increases.

$ (1,793,585 )

of revenue decreased from $14,576,209 in the year ended December 31, 2023 to $12,782,624 in the year ended December 31, 2024, as a result

of the decrease in the number of lots sold in the Lakes at Black Oak project.

Capitalized construction expenses, finance costs and land

costs are allocated to sales.

gross margin increased from $7,512,298 to $8,333,275 in the years ended December 31, 2023 and 2024, respectively.

The increase of gross

margin was caused by the increase of gross margin from real estate segment and F&B business,

mostly due to the increase in the sales.

The increase of

gross margin was caused by the increase of gross margin from F&B business, mostly due to the increase in the sales in that

following table sets forth period-over-period changes in operating expenses for each of our reporting segments.

Ended December 31,

Years Ended December 31,

Digital Transformation Technology

Total operating expenses

increase in sales related expenses contributed to increased operating expenses in the year ended December 31, 2023, as compared to the

year ended December 31, 2022.

increase of operating expenses in the twelve months of 2024 compared to the same period of 2023 was mostly caused by recording impairment

of goodwill and investment and increase in professional fees.

Income (Expense)

the year ended December 31, 2023, the Company had other expense of $58,313,729 compared to other expense of $39,123,131 in the year ended

the year ended December 31, 2024, the Company had other income of $102,046 compared to other expense of $58,313,729 in the year ended

December 31, 2023.

The change in realized loss on securities investment, loss on equity method investment and loss on consolidation of

Alset Capital Acquisition Corp.

are the primary reasons for the volatility in these two periods.

Realized loss on securities investment

was $11,375,747 in year ended December 31, 2023, compared to $7,308,580 loss in the year ended December 31, 2022.

Loss on equity method

investment was $24,483,374 in year ended December 31, 2023, compared to $685,533 loss in the year ended December 31, 2022.

Loss on consolidation

of Alset Capital Acquisition Corp.

was $21,657,036 in the year ended December 31, 2023, compared to $0 in the year ended December 31,

The change in realized gain/loss on securities investment, loss on equity method investment and loss on consolidation

of HWH International Inc.

Alset Capital Acquisition Corp.) are the primary reasons for the volatility in these two periods.

gain on securities investment was $461,247 in year ended December 31, 2024, compared to $11,375,747 loss in the year ended December 31,

Loss on equity method investment was $3,234,851 in year ended December 31, 2024, compared to $24,483,374 loss in the year ended

December 31, 2023.

Loss on consolidation of HWH International Inc.

was $0 in the year ended December 31, 2024, compared to $21,657,036

in the year ended December 31, 2023.

the year ended December 31, 2024, the Company had net loss of $4,165,816 compared to net loss of $61,278,733 in the year ended December

3 unchanged sentences

the sale of multiple lots in Lakes at Black Oak project during 2024.

Our cash has increased from $17,827,383 as of December 31, 2022

to $26,921,727 as of December 31, 2023.

Our liabilities increased from $4,827,221 at December 31, 2022 to $9,066,700 at December 31,

Our total assets have decreased to $126,314,028 as of December 31, 2023 from $153,490,336 as of December 31, 2022 due to the decrease

in real estate assets and equity method investment.

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.

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

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

On December 14, 2023 approximately $201,751 was released from collateral, leaving approximately

cash has increased from $26,921,727 as of December 31, 2023 to $27,243,787 as of December 31, 2024.

Our liabilities decreased from $9,066,700

at December 31, 2023 to $6,563,126 at December 31, 2024.

Our total assets have decreased to $96,761,977 as of December 31, 2024 from

$126,314,028 as of December 31, 2023 due to the decrease in real estate assets and cash held in Trust Account.

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 is 1.5% per annum on the face amount of the L/C.

Other standard lender fees apply in the event

the L/C is drawn down.

The loan is a revolving line of credit.

The L/C Facility is not a revolving loan, and amounts advanced and repaid

may not be re-borrowed.

Repayment of the Loan Agreement was secured by a $2,600,000 collateral fund and a Deed of Trust issued to the

Lender on the property owned by SeD Maryland.

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

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

future development timeline of Lakes at Black Oak will be based on multiple conditions, including the amount of funds which may be raised

from capital markets, the loans we may secure from third party financial institutions, and government reimbursements which may be received.

The development will be step by step and expenses will be contingent on the amount of funding we will receive.

late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak

The sales contemplated by these contracts are contingent on certain conditions which the parties to such contracts will

need to meet and are expected to generate approximately $22 million of funds from operations, not including certain expenses that

the Company will be required to pay.

In addition, the Company will be entitled to receive certain reimbursements in the year ended

December 31, 2024 and 2025.

The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million

On December 14, 2023 approximately $201,751 was released from collateral,

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

November 13, 2023, 150 CCM Black Oak Ltd.

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the Seller has agreed to sell approximately 142 single-family detached residential lots (the “Section 4 Agreement”) comprising

a section of a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” 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 (the “Alset Villas Agreement”) in the city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome

acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset

Villas (“Alset Villas”).

Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023.

The selling price

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

The closing of the transactions described above depends on the satisfaction

of certain conditions, and is expected to take place during the second quarter of 2024.

In addition, the Company will be entitled to

receive certain reimbursements in the year ended December 31, 2024 and 2025.

a section of a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” Pursuant to the other

Agreement, the Seller has agreed to sell 63 single-family detached residential lots (the “Alset Villas Agreement”) in the

city of Magnolia, Texas.

In 2021, our subsidiary Alset EHome Inc.

acquired approximately 19.5 acres of partially developed land near

Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”).

Alset EHome was in the process

of developing the 63 lots at Alset Villas in 2023.

The closing of the transactions described above depended on the satisfaction of certain

The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million and the sale of the 72 lots closed

on October 10, 2024 generating approximately $3.9 million.

The sale of lots in Alset Villa project closed on December 17, 2024 generating

approximately $3.8 million.

In addition, the Company will be entitled to receive certain reimbursements in the year ended December 31,

Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects.

The Company expects

that approximately $4.7 million of the receivable will be collected within the next twelve months.

management believes that the available cash on hand, available debt and equity financing are sufficient to fund our operations for at

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Years Ended December 31,

Net cash provided by (used in) operating activities

$ (31,855,435 )

Net cash used in investing activities

Net cash provided by operating activities

Net cash provided by (used in) investing activities

$ (2,128,986 )

Net cash (used in) provided by financing activities

$ (21,419,083 )

Net cash provided by financing activities

Flows from Operating Activities

cash provided by operating activities was $7,478,823 in the year ended December 31, 2023, as compared to net cash used in operating activities

of $31,855,435 in the same period of 2022.

Property sales from the Lakes at Black Oak project in 2023 were the main reason for the cash

provided by operating activities in that period.

cash provided by operating activities was $5,156,047 in the year ended December 31, 2024, as compared to net cash provided by operating

activities of $7,478,823 in the same period of 2023.

Property sales from the Lakes at Black Oak project in 2024 and 2023 were the main

reason for the cash provided by operating activities in those periods.

Flows from Investing Activities

cash used in investing activities was $2,128,986 in the year 2023, as compared to net cash used in investing activities of $15,123,041

cash provided by investing activities was $17,468,306 in the year 2024, as compared to net cash used in investing activities of $2,128,986

in the same period of 2023.

In the year ended December 31, 2024 we invested $814,158 in marketable securities, issued $3,029,758 in promissory

notes to related parties and received $2,672,438 repayment of promissory notes from related parties.

notes ($1,811,881 of which was to related parties) and withdrew $21,102,871 cash for redemptions.

In the year ended December 31, 2023

we invested $8,429,620 in marketable securities, $6,824,730 to purchase real estate properties and improvements and $377,864 in promissory

notes to a related party.

At the same time, we received approximately $1 million from a related party loan receivable.

we invested $756,078 in marketable securities, issued $3,338,081 in promissory notes to related parties and received $2,672,438 repayment

of promissory notes from related parties.

Flows from Financing Activities

cash provided by financing activities was $3,187,489 in the year ended December 31, 2023, compared to net cash provided of $6,057,481

the year ended December 31, 2022.

Cash provided by financing activities in the year 2023 is primarily related to the proceeds from stock

issuance of $3,433,921.

cash used in financing activities was $21,419,083 in the year ended December 31, 2024, compared to net cash provided of $3,187,489 the

year ended December 31, 2023.

Cash used in financing activities in the year 2024 is primarily related to the repayment of Class A Common

Stock of $21,102,871 and repayment of note payable of $446,260.

Cash provided by financing activities in the year 2023 is primarily related

to the proceeds from stock issuance of $3,433,921.

During the year ended December 31, 2023, we also repaid $31,499 of a note payable.

Cash provided by financing

activities in the year 2022 is primarily related to the proceeds from stock issuance of $6,213,000 and borrowing from a commercial loan

Additionally, the Company repaid $279,152 to note payable in that period.

Property Financing Arrangements

the present time, the Company is considering expanding its current policy of selling buildable lots to include a strategy of building

housing for sale or rent, particularly at our Lakes at Black Oak and Alset Villas properties.

The required time and expenses needed

to complete the Lakes at Black Oak and Alset Villas projects will be influenced by the strategy, or mix of strategies, we utilize at

each project.

Perth project in Australia was relatively small, and based on management’s recommendations the land was sold in 2022.

at Black Oak is a land infrastructure and subdivision project situated in Magnolia, Texas, north of Houston.

This project is owned by

certain subsidiaries of Alset International.

Currently the Lakes at Black Oak project does not have any financing from third parties.

Ballenger Run is a 197-acre land sub-division development project located in Frederick County, Maryland.

The Ballenger Run project is

nearly complete, as all lots have been sold and the Company is completing its final tasks related to the project.

This project had a

revolver loan from 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.

This loan has expired in 2022.

Security Investments

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marketable equity securities and other securities are long-term, strategic investments in companies that are in various stages of development.

to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-01,

Financial Instruments-Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities, investments

in equity securities were classified as either 1) available-for-sale securities, stated at fair value, and unrealized holding gains and

losses, net of related tax effects, were recorded directly to accumulated other comprehensive income (loss) or 2) trading securities,

stated at fair value, and unrealized holding gains and losses, net of related tax benefits, were recorded directly to net income (loss).

With the adoption of ASU 2016-01, investments in equity securities are still stated at fair value, quoted by market prices, but all unrealized

holding gains and losses are credited or charged to net income (loss) based on fair value measurement as the respective reporting date.

Company accounts for certain of its investments in equity securities in accordance with ASU 2016-01 Financial Instruments—Overall

7 unchanged sentences

fair value is determined by quoted stock prices.

subsidiary, Hapi Metaverse, entered into Securities Purchase Agreements pursuant to which the Company purchased 6,500,000 and 7,276,163

shares of Value Exchange International, Inc., a Nevada corporation (“VEII”) on April 8, 2021 and October 17, 2022 respectively.

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

(“Value Exchange International”

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

On October 17, 2022 the Company purchased

additional 7,276,163 common shares of VEII 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 VEII and exercises significant influence over it.

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

of VEII (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.

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

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

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

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

The Credit Agreement grants conversion rights

to each Lender.

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

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

equal the “Conversion Price”.

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

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

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

Each Warrant will entitle the Lender to

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

The exercise period of each Warrant

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

On February 23, 2023, Hapi Metaverse

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

The First 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 First Credit Agreement at 8%.

The First Credit

Agreement grants conversion rights to each Lender.

Each Advance shall be convertible, in whole or in part, into shares of VEII’s

Common Stock at the option of the Lender who made that Advance (being referred to as a “Conversion”), at any time and from

time to time, at a price per share equal the “Conversion Price”.

In the event that a Lender elects to convert any portion

of an Advance into shares of VEII Common Stock in lieu of cash payment in satisfaction of that Advance, then VEII would issue to the

Lender five (5) detachable warrants for each share of VEII’s Common Stock issued in a Conversion (“Warrants”).

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, the Company’s

subsidiary Hapi Metaverse Inc.

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.

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

Loan Amount into shares of VEII Common Stock.

The Loan Amount can be converted into shares of

VEII pursuant to the terms of the First 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.

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

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

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

Under the terms of the First 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.

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

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

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

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

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

for a period of three years.

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

price shall be $0.045 per share.

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

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

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

Each Warrant will entitle the company to

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

The exercise period

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

At the time of this filing, the company has not converted

the Loan Amount.

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

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

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

the Second 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”).

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

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

At the time of this filing, the

Company has not converted the Loan Amount.

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

of Directors of VEII.

In addition to Mr.

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

are also members of the Board of Directors

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

The Company currently owns a total of 21,120,795 shares (representing approximately 48.55%)

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

The objective is to

generate profits on short-term differences in market prices.

The Company does not have significant influence over any trading securities

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

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

equity method of accounting.

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

(“DSS”) and NECV,

Value Exchange International Inc.

(“Value Exchange International” or “VEII”) and Sharing Services Global

(“SHRG”) are publicly traded companies and fair value is determined by quoted stock prices.

The Company has

significant influence but does not have a controlling interest in these investments, and therefore, the Company’s investment

could be accounted for under the equity method of accounting or elect fair value accounting.

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

are also members of the Board

of Directors of VEII (Wong Shui Yeung, Wong Tat Keung and Lim Sheng Hon, Danny).

The Company currently owns a total of 21,179,275 shares

(representing approximately 48.7%) of VEII.

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.

DSS Inc., American Premium Water Corporation (“APW”, d.b.a.

New Electric CV Corporation, “NECV”),

Value Exchange International Inc., Sharing Services Global Corp.

(“SHRG”) and Impact Biomedical Inc.

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 under fair value accounting.

Company has significant influence over DSS as we owned approximately 48.9% of the common stock of DSS as of December 31, 2024, and our

Chief Executive Officer, Chan Heng Fai, is an owner of the common stock of DSS (not including any common or preferred shares we hold).

Chief Executive Officer, Chan Heng Fai, is an owner of additional common stock of DSS (not including any common or preferred shares we hold).

In addition, our Chief Executive Officer is 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.

Apart from Chan Heng Fai, two other members

of the Board of Directors of Alset Inc.

are also members of the Board of Directors of DSS (Chan Tung Moe, our Co-Chief Executive Officer,

a son of Chan Heng Fai, and Lim Sheng Hon, Danny).

The Company did not have a controlling interest and therefore the Company’s

investment would be accounted for under equity method accounting or could elect the fair value option accounting.

Company had significant influence over Holista as the Company holds approximately 13% of the outstanding shares of Holista and our CEO

had a position on the Board of Directors of Holista from July of 2013 until June of 2021.

The Company did not have a controlling interest

and therefore the Company’s investment would be accounted for under equity method accounting or could elect the fair value option

Company has significant influence over NECV as the Company holds approximately 0.5% of the common shares of NECV.

investment would be accounted for under equity method accounting or we could elect the fair value option accounting.

Company has significant influence over APW as the Company holds approximately 0.5% of the common shares of APW.

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).

Executive Officer, Chan Heng Fai, is the majority owner of the common stock of APW (not including any common shares we hold).

did not have a controlling interest and therefore the Company’s investment would be accounted for under equity method accounting

or could elect the fair value option accounting.

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

and chairman position on SHRG’s Board of Directors and three of the directors of the Company are the directors of SHRG.

Additionally,

our CEO is a significant stockholder of SHRG shares.

or we could elect the fair value option accounting.

Company has significant influence over SHRG as the Company holds approximately 29.0% of the common shares of SHRG, our Chief Executive

Officer holds a director and chairman position on SHRG’s Board of Directors and three of the directors of the Company are the directors

Additionally, our Chief Executive Officer is a significant stockholder of SHRG shares.

August 8, 2023, DSS Inc.

distributed shares of Impact Biomedical Inc., 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 39.7% 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.

On September 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.

The Company did not have a controlling

interest and therefore the Company’s investment would be accounted for under equity method accounting or we could elect the fair

value option accounting.

Company has elected the fair value options for the equity securities noted above that would otherwise be accounted for under the equity

method of accounting to better match the measurement of assets and liabilities in the Consolidated Statements of Operations.

VEII, Holista,

DSS and SHRG are publicly traded companies and fair value of these equity investments is determined by the quoted stock prices.

31, 2023 and 2022, the fair value (calculated by market trading prices on the end dates of the periods) of total held equity stock of

VEII, Holista, DSS and SHRG was $9,628,189 and $13,503,533, respectively.

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

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

For further details on

this transaction, refer to Note 8 to Company’s Financial Statements, Related Party Transactions, Note Receivable from a Related

Party Company.

As of December 31, 2023 and 2022, AMRE was a private company.

Based on management’s analysis, the fair value of

the warrants and the stock option was $0 as of December 31, 2021.

In March 2022, both loans, together with warrants were converted into

common shares of AMRE.

After the conversion, the Company owns approximately 15.8% of AMRE.

SHRG and Impact are publicly traded companies and fair value of these equity investments is determined by the quoted stock prices.

December 31, 2024 and 2023, the fair value (calculated by market trading prices on the end dates of the periods) of total held equity

stock of DSS, VEII, SHRG and Impact was $11,028,405 and $9,381,636, respectively.

July 17, 2020, the Company purchased 122,039,000 shares, approximately 0.5% 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.

We value NECV warrants under level 3 category through

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

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

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

Fair Value Measurement (Topic 820):

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

Equivalent) (“2015-07”).

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

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

This fund invests

in long-short digital assets.

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

The Company closed

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

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

We value APW warrants under level 3 category through a

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

$973 and $430 as of December 31, 2024 and 2023, respectively.

changes in the fair values of the investment were recorded directly to accumulated other comprehensive income (loss).

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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 $36,628.

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, approximately 19% ownership, from HWH World Company Limited (f.k.a.

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

The Company’s subsidiary

holding equity in HWH World Co.

September 8, 2020, the Company’s indirect subsidiary, Hapi Robot Pte.

Impact Biohealth Pte.

Ltd.), acquired 1,666

shares, approximately 1.45% ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at the purchase price of $36,628.

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 December 31, 2024, the value of the

investment in Nervotec is $589, as the Company wrote off $37,287 of this investment.

September 30, 2020, the Company’s former indirect subsidiary, HWH Global Inc.

HWH International Inc.), acquired 3,800 shares,

approximately 19% ownership, in 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.

HWH Global Inc.

was sold on December 31, 2023.

May 31, 2021, the Company invested $19,609 in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18% ownership.

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.

May 31, 2021, the Company’s indirect subsidiary, UBeauty Limited, 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.

The Company impaired this investment of $14,010 and total impairment expenses

were $14,205 due to net liabilities of IFBPL as of December 31, 2024.

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

Happiness Pte Ltd.

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

industry, and Chan Heng Fai, the Company’s Executive Chairman, as a part of the Company’s strategy of building its

travel business in Asia.

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

The JVC was incorporated in July 2024 and is owned by:

(a) HWHPL holds 19% of the shares in the JVC;

(b) Chan Heng Fai

and (c) the remaining 70% of the shares in the JVC are held by Chen Ziping.

has been no indication of impairment or changes in observable prices via transactions of similar securities and is still carried at a

Securities under Equity Method Accounting

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 consolidated statements of comprehensive income.

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 be liable for the obligations of the investee or provide 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, but discloses the losses in the footnotes.

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.

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

carrying amount of the investment.

Company accounts for equity investments in certain 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 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 be liable for the obligations of the investee or provide 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 Group

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 15.8% of AMRE, a company concentrating on medical

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

market share under secure triple net leases.

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

Ambulatory Surgical Centers, and other licensed medical treatment facilities.

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

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

Therefore, the Company has significant influence

Pacific Bancorp, Inc.

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

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

APB was consolidated into the Company under common control accounting

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

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

Stock to DSS, Inc.

for $40,000,200 cash.

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

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

Upon deconsolidation

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

During the year ended

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

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

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

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

On March 21, 2022

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

investment in Ketomei.

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

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.

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

DSS, of which we own 48.9% and have significant influence over, owns 80.4%

Therefore, the Company has significant influence on AMRE.

Pacific Financial, Inc.

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

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

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

APF was consolidated

into the Company under common control accounting.

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

$40,000,200 cash.

As a result of the new share issuances, the Company’s ownership percentage of APF fell below 50% to 41.3% (and

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

Upon deconsolidation the Company elected to apply

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

During the year ended December 31, 2024 the investment

loss was $3,205,094.

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

As of December 31, 2024 and 2023, the

investment in APF was $4,221,296 and $7,426,390, respectively.

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

lent $76,723 to Ketomei Pte.

On March 21, 2022 HCI-T entered into an agreement pursuant to which the principal of the loan together with accrued interest were converted

into an investment in Ketomei.

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

After the conversion and fund investment

the Company now holds 28% of 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

During the years ended December 31,

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

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

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

recover this investment.

On February 20, 2024, the Company invested additional $312,064 (SG$420,000) for an additional 38.41% ownership interest

After this additional investment, the Company will own 55.65% of Ketomei’s outstanding shares and Ketomei will be consolidated

into the Company’s financial statements beginning on February 20, 2024.

through a subscription model.

At December 31, 2023, the Company wrote off the investment in Ketomei of $121,471, as the Company did not

believe it was 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 investment.

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.

Brokers Company Inc.

May 22, 2023 the Company’s indirect subsidiary, SeD Capital Pte.

(“SeD Capital”), entered into a Stock Purchase

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.

for the aggregate purchase price of $279,719.

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

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

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

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

Investor Protection Corporation (“SIPC”).

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

position on Sentinel’s Board of Directors.

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

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

Investment in Sentinel was $124,763

at December 31, 2023.

(“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 48.9% and have significant

influence over, owns 80.1% of Sentinel.

During the years ended December 31, 2024 and 2023, the investment loss in Sentinel was

$15,013 and $154,956, respectively.

Investment in Sentinel was $109,750 and $124,763 at December 31, 2024 and 2023, respectively.

in Debt Securities

1 unchanged sentence

comprehensive income or loss.

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

of comprehensive income.

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

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

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.

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

Note”), a company quoted on the US OTC market.

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

valuation model.

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

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

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

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

a private company in South Korea.

The interest rate is 2% per annum.

The conversion price is approximately

$21.26 per common share of Vector Com.

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

and $77,307, respectively.

The interest rate of this note was 2% per annum.

The conversion price was 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 $77,307.

The Company wrote

off this loan on March 31, 2024.

Interest Entity

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 VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financial interest

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.

4 unchanged sentences

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

Company identified Smart Reward Express Limited as a VIE and consolidated it into its financial statements.

believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2024 and 2023.

59 unchanged sentences

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 7. Management’s Discussion and Analysis