What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-04-19 compared with 2023-12-18 · 394 added, 495 removed, 74 unchanged (92% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed

consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated

financial statements and related notes as disclosed in our Prospectus (as defined below).

The following discussion contains forward looking

statements that are based on current plans, expectations and beliefs that involve risks and uncertainties.

Our actual results may differ

materially from those anticipated in these forward looking statements as a result of various factors, including, but not limited to,

those identified below and those discussed in the section titled “Risk Factors” and other sections, including the “Special

Note Regarding Forward-Looking Statements and Other Information Contained in this Report,” of this Quarterly Report on Form 10-Q

and the section titled “Risk Factors” in our Prospectus.

Our historical results are not necessarily indicative of the results

that may be expected for any period in the future.

business model is built with technologies for analyzing and acquiring short-term rental properties that meet our investment criteria,

which evaluates acquisition investments using our proprietary algorithm (the “Investment Criteria”) for

syndication purposes, and which we call “Target Properties.” Once the Target Properties are acquired, they are prepared for

rent and listed on short-term rental sites.

Our technologies help us not only identify viable short-term rental properties, but also

optimize their performance by generating listing descriptions using the surrounding attractions of the location, analyzing guest reviews

in the area, and suggesting improvements.

Once our technologies are fully developed and ready to be commercialized, we intend to make

some of these technologies available for commercial use by other customers on a licensing fee basis, pay-per-use basis or other fee arrangements.

Company plans to make Target Properties available to investors via the Company’s subsidiary, Roost Enterprises, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited

condensed consolidated financial statements and related notes included elsewhere in this report, as well as our audited financial statements

and related notes included in our most recent Transition Report on Form 10-KT.

In addition to historical information, this discussion

and analysis here and throughout this report contains forward-looking statements that involve risks, uncertainties and assumptions.

actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including

but not limited to, the risks described in the section titled “Risk Factors” in our Transition Report on Form 10-KT for the

eight months ended December 31, 2023.

Business Overview

our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate,

converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties,

allowing such investors to receive distributions based on the property’s performance as a short-term rental.

to current macroeconomic conditions, such as escalating interest rates, inflation, and elevated property prices, our real estate acquisition

operations have been halted.

Instead, our current focus will be directed towards the continuous enhancement and refinement of our AI technologies

for commercial use to generate technology-derived revenue.

For instance, in November 2023 we announced the commercial launch of GENA,

an AI-powered technology that develops or enhances already existing personalized listing descriptions for residential properties to be

listed in real estate online platforms, such as Airbnb, Inc.’s (Airbnb), Zillow and others.

Since then, GENA’s subscription

has been under limited availability to a select group of real estate professionals to ensure the platform’s scalability to a larger

number of users.

Although we have not yet generated revenue through GENA since its launch, we intend to continue commercializing our technologies

to further add technology-derived revenue streams.

may resume the complementary asset-heavy model from our rental business segment if the prevailing interest rates and other macroeconomic

factors align more favorably with such business model.

In the meantime, our growth strategy will encompass both organic and inorganic

methods through commercialization of our AI technologies that are in varying stages of development and acquisitions of complementary businesses

and technologies.

In particular, we intend to acquire companies that we believe will complement our business model and accelerate our

proposition to expand our technology offerings to customers by offering IT services, staffing and accounting services and others.

Our reportable segments consist

of (i) platform services and (ii) rental business.

Our platform services segment offers and develops AI-based products and services to

customers in the real estate industry.

We are actively developing four operating technologies that are in varying stages of development:

reAlpha BRAIN, reAlpha HUMINT, GENA, AIRE and reAlpha App.

Our rental business segment, to the extent we resume operations, focuses on

purchasing properties for syndication, which process is powered by our platform services technologies.

Platform Services

We seek to differentiate ourselves

from competitors primarily through the integration of AI into our technologies for the real estate industry.

We expect that our platform

services segment will benefit from the current exponential growth of the AI industry, and we believe that we are well-positioned to take

advantage of these current trends due to our early adoption of AI for the development of our technologies.

Our platform services segment

technologies include:

(i) reAlpha BRAIN, (ii) reAlpha HUMINT, (iii) GENA, (iv) AIRE, (v) reAlpha App and (vi) myAlphie.

myAlphie was sold on May 17,

2023, and it stopped contributing to our revenues as of such date, except for the revenue generated for the ongoing technical support

we are providing to the buyer of myAlphie.

Although we have not yet generated revenues from our developed technologies, we expect that

once our technologies are fully operational and available for commercial use by customers, we will generate revenue through subscriptions,

licensing fees, pay-per-use basis or other fee arrangements.

To the extent we resume operations of our short-term rental operations, we

expect to receive fee based revenues from conducting Syndications on the reAlpha App.

Rental Business

rental business segment operations are currently on hold due to current macroeconomic conditions, such as escalating interest rates, inflation,

and elevated property prices.

We anticipate resuming operations within this segment through the acquisition of properties and Syndications

when the prevailing interest rates and other macroeconomic factors align more favorably with such business model.

the extent we resume these operations, we plan to utilize our AI-powered technologies to analyze and acquire short-term rental properties

that meet our internal investment criteria, or the “Investment Criteria,” which is analyzed and determined by our technologies,

for syndication purposes, which short-term rental properties are referred to as “Target Properties.” O nce

the Target Properties are acquired, they are prepared for rent and listed on short-term rental sites, and, when warranted, disposed of

We plan to make investing in our Target Properties available to investors via our subsidiary, Roost Enterprises, Inc.

Rhove, along with Rhove Real Estate 1, LLC, reAlpha Acquisitions Churchill, LLC and future Syndication LLCs (the “Rhove SBU”),

will create and manage limited liability companies (each, a “Syndication LLC”) to syndicate one or more of the Target Properties

through exempt offerings.

Once the Syndication LLCs are in place, Rhove will launch exempted offerings to sell membership interests in

such properties to investors, through the purchase of membership interests in the Syndication LLCs, pursuant to Regulation A or Regulation

D, each as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Syndication”).

To further facilitate the investment process in the Syndication LLCs, the Company is currently working on the reAlpha App (hereafter

referred to as the “reAlpha App,” “App” or “app”).

membership interests will provide an ownership stake in the Syndication LLC and in turn in the Target Properties.

We refer to such investors

as “Syndicate Members,” who differ significantly to the holders of our common stock.

To date, we have not yet developed a

secondary trading market for equity interests in our Syndication LLCs.

While the potential establishment of such a market is under consideration,

no final decision has been made to implement a secondary trading market at this time.

among Syndicate Members may vary among each other depending on the specific terms and conditions agreed to in the offering documents

pursuant to which the holder becomes a Syndicate Member.

By becoming a Syndicate Member, the holder will not acquire any rights to the

Company’s common stock and, therefore, will not be entitled to vote, receive a dividend or exercise any other rights of a stockholder

of the Company.

Likewise, acquiring shares of common stock of the Company will not provide the stockholders the status of Syndicate Member.

Syndicate Members and our stockholders will receive the same quarterly financial metric information of our listed properties through

the reAlpha App and the reAlpha website, which will also be available to the general public without a login, concurrently with our consolidated

quarterly results (as more fully described under the “Segments - Platform Services” section below).

will create and manage limited liability companies (each, a “Syndication LLC”) to syndicate

one or more of the Target Properties through exempt offerings.

Once the Syndication LLCs are in place, Rhove will launch exempted offerings

to sell membership interests in such properties to investors, through the purchase of membership interests in the Syndication LLCs, pursuant

to Regulation A or Regulation D, each as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each,

a “Syndication”).

We refer to such investors as “Syndicate Members.” To further facilitate the investment

process in the Syndication LLCs, our reAlpha App will work parallel with the Syndication process to allow investors to purchase membership

interests in those properties and become Syndicate Members.

We intend to generate revenue through our property Syndications on the reAlpha

App to the extent we resume these operations.

Syndicate Members differ significantly

to the holders of our common stock.

Rights among Syndicate Members may also vary among each other depending on the specific terms and

conditions agreed to in the offering documents pursuant to which the holder becomes a Syndicate Member.

By becoming a Syndicate Member,

the holder will not acquire any rights to the Company’s common stock and, therefore, will not be entitled to vote, receive a dividend

or exercise any other rights of a stockholder of the Company.

Likewise, acquiring shares of our common stock will not provide the stockholders

the status of Syndicate Member.

Both Syndicate Members and our stockholders will receive the same quarterly financial metric information

of our listed properties through the reAlpha App and the reAlpha website, which will also be available to the general public without a

login, concurrently with our condensed consolidated quarterly results (as more fully described under “Segments – Platform

Services” above), to the extent we resume these operations.

Syndicate members that

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our Syndications.

implement our business model, we plan to acquire the Target Properties through the Rhove SBU that satisfy our Investment Criteria.

if needed, we renovate the Target Properties, prepare them for rent, list them on short-term rental sites and arrange for the Target

Properties to be managed, internally or through third-parties.

We expect that in the future these investors will become Syndicate Members

through the purchasing of membership interests in our Syndication LLCs.

In addition to managing the property operations, whether internally

or through third-parties, we will also manage the financial performance of the asset, such as evaluating if the after-repair value or

appreciated value of the property is higher than the purchase price, or whether the property is ready to generate the expected profitability.

our business model is fully implemented, we expect that Syndicate Members will hold up to 100% ownership of the Syndication LLC, and

we would generate revenue through fees from the reAlpha App.

Further, the Company expects that its other technologies, including the

reAlphaBRAIN, reAlphaHUMINT, GENA, and future technologies, will generate revenue through licensing fees, usage fees and other fee arrangement

methods that the Company will employ to capitalize on its developing technologies and platform.

operate in two reportable segments consisting of (i) platform services and (ii) rental business.

Our platform services segment offers

and develops AI-based products and services to customers in the real-estate industry, while our rental business focuses on purchasing

properties for syndication, which process is powered by our platform services technologies.

See “Our Business and Properties”

and “Note 14 – Segment Reporting” for additional information about our business segments.

develop our platform services segment technologies to advance our goal to empower retail investor participation in short-term rental

We seek to differentiate ourselves from competitors primarily through the integration of AI into our technologies for the

real estate industry.

We expect that our platform services segment will benefit from the current exponential growth of the AI industry,

and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development

of our technologies.

platform services segment technologies include reAlpha BRAIN TM , reAlpha App, reAlpha HUMINT and GENA.

As of October 31, 2023,

we have gen erated revenue from technical support we are providing to Turnit in connection

with myAlphie’s sale.

Once our technologies are fully developed and ready to be commercialized,

we intend to make some of these technologies available for commercial use by other customers on a licensing fee basis, pay-per-use basis

or other fee arrangements.

advance our goal to empower retail investor participation in short-term rental properties, we intend to purchase properties identified

by our technologies, and syndicate such properties through exempt offerings for investors to purchase membership interests of the Syndicated

property through our Syndication LLCs.

We believe that our competition in acquiring properties for investment purposes are individual

investors, small private investment partnerships looking for one-off acquisitions of investment properties that can either be leased

or restored and sold, and larger investors, including private equity funds and real estate investments trusts (“REITs”),

that are seeking to capitalize on the same market opportunity that we have identified.

growth in the Sunbelt States, which includes Florida and Texas, gave us the opportunity to focus on those markets for short-term rentals.

As such, since inception, we purchased properties in those states exclusively for Syndication purposes.

Our rental segment revenue was

lower during the year ended April 30, 2023 and quarter ended October 31, 2023, due to the disposition of most of our properties in our

targeted geographical markets.

The recent disposal of properties is occurring as part of a temporary adjustment, as we are currently

in the process of re-evaluating our operations in Texas and Florida.

As a result, we have sold four properties in such states, and have

listed the fifth property for sale as well, during the three months ended October 31, 2023.

As we continue to evaluate our rental business

operations and strategy, we expect to not purchase properties until the second quarter of 2024 or later.

Direct Listing

October 23, 2023, we completed our direct listing on The Nasdaq Stock Market LLC (“Nasdaq”), pursuant to which we registered

for resale up to 4,151,519 shares of our common stock held by certain selling stockholders of the Company.

of Incorporation and Bylaws Amendment

connection with the Direct Listing, on April 14, 2023, the board of directors of the Company (the “board of directors”) approved

the Second Amended Certificate of Incorporation (the “Certificate of Incorporation”) and Second Amended and Restated Bylaws

(the “Bylaws”), which became effective on October 20, 2023.

Certificate of Incorporation was amended and restated in their entirety to, among other things:

(i) increase the number of authorized

shares of common stock from 50,000,000 to 200,000,000 shares;

(ii) authorize 5,000,000 shares of preferred stock, value $0.001 per share,

which may be issued from time to time in one or more series as determined by the board of directors;

and (iii) heighten the standards

of voting for certain provisions regarding indemnification and application of Section 203 of the DGCL.

The Bylaws were amended and restated

in its entirety to include certain additional provisions, including indemnification provisions, and to reflect changes in the DGCL and

market practices for similarly-situated public companies.

To date, we have not developed a secondary trading market for equity interests in our Syndication LLCs.

potential establishment of such a market may be considered in the future, we have not made any decisions to develop a secondary trading

market at this time.

In addition to managing the

property operations, whether internally or through third-parties, we will also manage the financial performance of the asset, such as

evaluating if the after-repair value or appreciated value of the property is higher than the purchase price, or whether the property is

ready to generate the expected profitability.

Once our business model is fully implemented, we expect that Syndicate Members will hold

up to 100% ownership of the Syndication LLC, and we would generate revenue through fees from the reAlpha App.

Recent Developments

Sale of myAlphie LLC

Effective May 17, 2023, we

entered into a Second Side Letter Amendment (the “Second Amendment”) to that certain Membership Interest Purchase Agreement

between us and turnit Holdings, LLC (“Turnit”), dated as of December 31, 2022 (the “Purchase Agreement”) to finalize

a transaction that was originally contemplated through the Purchase Agreement.

Turnit is an indirect subsidiary of Crawford Hoying, which

is owned and partially controlled by Brent Crawford, the former chairman of our board of directors.

CH REAlpha Investments, LLC, and CH

REAlpha Investments II, LLC are also managed by Mr.

The Purchase Agreement was previously amended by a First Side Letter Agreement

dated March 11, 2023 (the “First Amendment”), which was entered into between the Turnit and us.

The Purchase Agreement provided

for Turnit’s acquisition of all the issued and outstanding membership interests of myAlphie, LLC (the “Subsidiary”).

the sale of myAlphie, we have provided Turnit with technical support services related to myAlphie.

Prior to the execution of

the Purchase Agreement and pursuant to the Downstream Merger, we held myAlphie LLC as a subsidiary, along with (a) all its technology

and intellectual property, and (b) two on-demand promissory notes in the amounts of $975,000 and $4,875,000 payable to CH REAlpha Investments,

LLC, and CH REAlpha Investments II, LLC, respectively (together, the “Promissory Notes”).

Upon closing of the Purchase Agreement

(a) the Seller sold all of its interests in myAlphie LLC, and (b) Turnit assumed our remaining liabilities and outstanding obligations

under the Promissory Notes.

Launch of GENA

On March 21, 2024, we made

GENA available to users.

Initially announced on November 1, 2023, GENA, formerly known as “BnBGPT,” is an AI-powered technology

designed to develop or enhance personalized listing descriptions for residential properties intended for online platforms such as Airbnb,

Zillow, VRBO, and others.

Previously utilized for internal purposes, GENA currently operates under a revenue model based on pay-per-use,

with an initial free credit offered to new users.

Follow-On Offering

November 21, 2023, we entered into a placement agency agreement with Maxim Group LLC (“Maxim”), pursuant to which we agreed

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and was also reimbursed $107,500 for its expenses.

of Purchase Agreements to Acquire Naamche, Inc.

Execution of Purchase Agreements to Acquire

Naamche, Inc.

and Naamche, Inc.

December 3, 2023, we entered into a Stock Purchase Agreement, dated as of December 3, 2023 (the “First Purchase Agreement”),

by and among us, Naamche, Inc., a Delaware corporation and artificial intelligence (“AI”) studio (“U.S.

the selling shareholders of U.S.

Naamche identified therein (each a “Seller,” and, collectively, the “Sellers”),

and Ramesh Pathak as the representative of the Sellers (the “Sellers’ Representative”), pursuant to which we agreed

to acquire all of the issued and outstanding shares of capital stock of U.S.

Naamche not already owned by us (the “First Acquisition”),

in exchange for:

(i) 225,000 shares (the “Shares”) of the our restricted common stock to be issued to the Sellers within

9 months from the closing date of the Acquisitions (as defined below) (the “Closing Date”), with each Seller receiving a

number of Shares based on such Seller’s Relative Share (as defined in the First Purchase Agreement);

and (ii) $450,000 in cash,

payable to the Sellers in the 3 year period following the Closing Date based on the achievement of specified revenue-based targets (the

“Contingent Payments,” and together with the Shares, the “U.S.

December 3, 2023, we entered into the First Purchase Agreement by and among us, Naamche, the Sellers and Sellers’ Representative,

pursuant to which we agreed to acquire all of the issued and outstanding shares of capital stock of Naamche not already owned by us (the

“First Acquisition”), in exchange for:

(i) 225,000 shares (the “Shares”) of the our restricted common stock to

be issued to the Sellers within 9 months from the closing date of the Acquisitions (as defined below) (the “Closing Date”),

with each Seller receiving a number of Shares based on such Seller’s Relative Share (as defined in the First Purchase Agreement);

and (ii) $450,000 in cash, payable to the Sellers in the 3 year period following the Closing Date based on the achievement of specified

revenue-based targets (the “Contingent Payments,” and together with the Shares, the “U.S.

Naamche Purchase Price”).

The Shares will be subject

to vesting over a 3 year period commencing from the date of issuance (the “Vesting Period”), provided that the Sellers remain

actively involved in the management and operations of Naamche (as defined below) during the Vesting Period.

As of the date of execution

of the First Purchase Agreement, we owned 25% of the issued and outstanding capital stock of U.S.

with the execution of the First Purchase Agreement, we also entered into a Stock Purchase Agreement, dated as of December 3, 2023 (the

“Second Purchase Agreement,” and together with the First Purchase Agreement, the “Purchase Agreements”), by and

among us, Naamche, Inc.

Ltd., a corporation formed in the country of Nepal (“Nepal Naamche,” and together with U.S.

Naamche, “Naamche”), the Sellers and the Sellers’ Representative, pursuant to which we agreed to acquire all of the

issued and outstanding shares of capital stock of Nepal Naamche (the “Second Acquisition,” and together with the First Acquisition,

the “Acquisitions”), in exchange for $50,000 in cash payable to each Seller based on such Seller’s Relative Share (as

defined in the Second Purchase Agreement) (the “Nepal Naamche Purchase Price,” and together with the U.S.

Naamche Purchase

Price, the “Purchase Price”).

The Shares will be subject to vesting over a 3 year period commencing from the date of issuance (the “Vesting Period”), provided

that the Sellers remain actively involved in the management and operations of Naamche and Nepal Naamche during the Vesting Period.

of the date of execution of the First Purchase Agreement, we owned 25% of the issued and outstanding capital stock of Naamche.

with the execution of the First Purchase Agreement, we also entered into the Second Purchase Agreement by and among us, Nepal Naamche,

the Sellers and the Sellers’ Representative, pursuant to which we agreed to acquire all of the issued and outstanding shares of

capital stock of Nepal Naamche (the “Second Acquisition,” and together with the First Acquisition, the “Acquisitions”),

in exchange for $50,000 in cash payable to each Seller based on such Seller’s Relative Share (as defined in the Second Purchase

Agreement) (the “Nepal Naamche Purchase Price,” and together with the U.S.

Naamche Purchase Price, the “Purchase Price”).

Subsequently,

on February 2, 2024, the Company, Nepal Naamche, the Sellers and Sellers’ Representative entered into the Amended and Restated Purchase

Agreement, which amends, restates and supersedes the Second Purchase Agreement in its entirety.

The Amended and Restated Agreement provides

for, in addition to the transactions contemplated by the Second Purchase Agreement, a post-closing covenant of the Company to subscribe

for and purchase from Nepal Naamche an aggregate of 135,000 shares of its common stock during the one-year period following the Closing

Date, at a price per share of Nepalese Rupees 100, pursuant to the terms of one or more subscription agreements to be entered into between

the Company and Nepal Naamche.

As of the date of this report, we have not yet entered into any such subscription agreements with Nepal

closing of the Acquisitions is subject to the satisfaction or waiver of certain closing conditions set out in the Purchase Agreements,

which with respect to the Second Purchase Agreement, includes the receipt of regulatory approval from the Department of Industries of

Nepal for the transactions contemplated by the Second Purchase Purchase Agreement.

Furthermore, the closing of the First Acquisition

is contingent upon the satisfaction or waiver of all of the closing conditions set out in the Second Purchase Agreement.

of the Acquisitions, we will own 100% of the issued and outstanding shares of capital stock of Naamche, and both entities will be our

wholly-owned subsidiaries.

which with respect to the Amended and Restated Agreement, includes the receipt of regulatory approval from the Department of Industries

of Nepal for the transactions contemplated by the Second Purchase Agreement, which was received on March 27, 2024.

However, the closing

of the First Acquisition is still contingent upon the satisfaction or waiver of all of the remaining closing conditions set out in the

Second Purchase Agreement and Amended and Restated Agreement.

As a result of the Acquisitions, to the extent we satisfy the foregoing

closing conditions, we will own 100% of the issued and outstanding shares of capital stock of Naamche and Nepal Naamche, and both entities

will be our wholly-owned subsidiaries.

accordance with the Purchase Agreements, we also have the right to set-off any amount owed by the Sellers in connection with the Purchase

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Letter of Intent

On December 13, 2023, we

entered into a non-binding letter of intent (the “LOI”) to acquire United Software Group, and certain subsidiaries and

affiliates (collectively, “USG”) an Ohio-based privately-held, multi-industry information technology consulting company

(the “Acquisition”).

Each party is expected to be responsible for its own expenses related to the negotiation and

preparation of the definitive agreements and any ancillary documents, together with the completion and closure of the Acquisition.

Closing of the Acquisition will be subject to customary closing conditions and potential stockholder approval to the extent required

by the Nasdaq Listing Rules.

There can be no assurance we will enter into a definitive agreement or closing conditions will be

Therefore, there can be no assurance the Acquisition will be completed (see “Item 5 – Disclosure Pursuant to

Item 8.01 of Current Report on Form 8-K – Other Events – Letter of Intent” for more information about the

of Operations

On December 13, 2023, we entered

into a non-binding letter of intent (the “LOI”) to acquire United Software Group and certain of its affiliates (collectively,

“USG”) an Ohio-based privately-held, multi-industry information technology consulting company (the “Acquisition”),

pursuant to which, we intended to purchase USG for an aggregate purchase price of up to $40,000,000, payable as follows:

(i) $11,700,000

in cash at closing;

(ii) $16,700,000 in shares of our common stock, at an initial value of $10 per share, subject to adjustments based

on the common stock’s performance 18 months after closing;

and (iii) an additional $11,600,000 in cash, subject to performance based

earn-out measures set forth in the LOI.

The proposed Acquisition was

subject to conditions, including negotiation of definitive documentation and completion of our due diligence.

On February 19, 2024, in

accordance with the LOI, we notified USG of our intention to extend the due diligence period for another 60 days.

On April 12, 2024, after

completion of our due diligence investigations, we terminated negotiations to acquire USG and will not enter into a definitive agreement.

Change in fiscal year

December 12, 2023, our board of directors approved a change to our fiscal year end from April 30 to December 31, effective as of December

Accordingly, references to our fiscal year 2022 and prior years, if any, mean the fiscal year ended on April 30 of such

year, and references to our fiscal year 2023 and beyond mean the fiscal year ended on December 31 of such year.

Results of Operations

to the merger (the “Downstream Merger”) between reAlpha Tech Corp.

(the “Former Parent”) and reAlpha Asset Management,

(the “Former Subsidiary”), our Former Parent merged with and into the Former Subsidiary, with the Company surviving

the Downstream Merger.

Because the Company acquired the Former Parent’s assets and liabilities upon consummation of the merger,

the Former Parent’s financials became a part of the consolidated financial statements of the Company.

As a result, the financial

statements included in this report and discussed herein reflect the operating results of both our Former Parent and the Company prior

to March 21, 2023, which was the date on which the Downstream Merger closed, and our combined results, including those of the Former

Parent, following the Downstream Merger closing date.

months ended October 31, 2023, compared to three months ended October 31, 2022

(the “Former Subsidiary”), our Former Parent merged with and into the Former Subsidiary, with the Company surviving the

Downstream Merger.

Because the Company acquired the Former Parent’s assets and liabilities upon consummation of the merger, the

Former Parent’s financials became a part of the consolidated financial statements of the Company.

As a result, the financial statements

included in this report and discussed herein reflect the operating results of both our Former Parent and the Company prior to March 21,

2023, which was the date on which the Downstream Merger closed, and our combined results, including those of the Former Parent, following

the Downstream Merger closing date.

Three Months Ended March 31, 2024 Compared to the Three Months Ended

March 31, 2023.

For the Three Months Ended

Cost of revenues

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Total other income (expense)

Net (Loss) Income

Net Income (Loss) Attributable to Non-Controlling Interests

Net (Loss) Income Attributable to Controlling Interests

$ (4,252,879 )

$ (1,557,887 )

Revenue was $33,459 for the three months ended October 31, 2023 compared to $110,624 for the three months ended October 31, 2022.

revenues consist of both the short-term rental revenue that we receive from our listed properties, and platform services income that

we receive from our technologies.

This decrease in revenues is mainly attributed to lower rental income segment due to the disposal

of four properties during the three months ended October 31, 2023, and lower platform services segment revenue compared to the three

months ended October 31, 2022 as a result of the sale of myAlphie.

Cost of Revenues .

The cost of revenues was $30,360 for the three months ended October 31, 2023, compared to $83,771 for the three months ended October 31,

Cost of revenue consists of payments for property management fees of listed properties and associated payment processing fees to

Stripe, which is a payment platform.

Previously, cost of revenues also included payments to vendors for work completed through myAlphie.

The decrease in cost of revenues is mainly attributed to no longer incurring costs to these vendors after the sale of myAlphie.

Repairs and Maintenance .

Repairs and maintenance were $24,663 for the three months ended October 31, 2023, compared to $4,776 for the three months ended October

This increase in repair and maintenance expenses for the three months ended October 31, 2023, is attributable to major repair

work undertaken in some of the properties to prepare them for sale.

Marketing and Advertising .

Marketing and advertising expenses were $43,213 for the three months ended October 31, 2023, compared to $402,359 for the three months

ended October 31, 2022.

The significant decrease in expenses is mainly attributed to the closure of the Regulation A campaign on January

Professional and Legal

Professional and legal fees were $3,680,488 for the three months ended October 31, 2023, compared to $485,307 for the three

months ended October 31, 2022.

This increase is mainly attributed to general legal advisory and professional services incurred in connection

with our direct listing on Nasdaq, which primarily consists of 304,529 shares of our common stock issued for services rendered in connection

with our direct listing on Nasdaq at an aggregate fair market value of approximately $3.05 million.

Depreciation and Amortization .

Depreciation and amortization were $7,863 for the three months ended October 31, 2023, compared to $36,736 for the three months ended

October 31, 2022.

The lower depreciation and amortization costs are attributable to the recent property sales during the three months

ended October 31, 2023.

Other Operating Expenses .

Other expenses were $144,222 for the three months ended October 31, 2023, compared to $229,140 for the three months ended October 31,

Other operating expenses mainly consist of property and employee insurance, homeowners’ association expenses, expenses related

to sale of properties, such as commissions, title charges, employee recruitment expenses, employee training and skill development, and

other associated costs.

The overall decrease is mainly attributed to lower expenses related to properties after the recent sale of properties.

Interest Expense .

Interest expense was $22,075 for the three months ended October 31, 2023, compared to $40,701 for the three months ended October 31, 2022.

This decrease in interest expense is attributable to repayments of mortgage loans after the sale of certain properties.

loss was $4,252,879 for the three months ended October 31, 2023, compared to a net loss of $1,557,887 for the three months ended October

The net loss increase is mainly attributable to the increase in general legal advisory and professional services incurred in

connection with our direct listing on Nasdaq, which primarily consists of 304,529 shares of our common stock issued for services rendered

in connection with our direct listing on Nasdaq at an aggregate fair market value of approximately $3.05 million, which we believe is

a non-recurring expense.

of Segment Results:

following is an analysis of our results by reportable segment for the quarter ended October 31, 2023 compared to the quarter ended October

For further information regarding our reportable business segments, please refer to our consolidated financial statements and

related notes included elsewhere in this report.

Total revenue

Cost of revenues

Segment earnings (loss)

for the platform services segment were $30,360 for the three months ended October 31, 2023, compared to $77,302 for the three months ended

October 31, 2022.

This difference is attributable to the fact that the myAlphie platform was sold and we have not generated other platform

services revenue, except for providing support to Turnit during the transition period after the sale of myAlphie.

Cost of revenues for the platform services segment was $30,360 for the three months ended October 31, 2023,

compared to $76,773 for the three months ended October 31, 2022.

As a result of the sale of myAlphie, the cost of revenues in the platform

services segment now consists only of costs incurred in connection with the technical support services provided to Turnit.

in the cost of revenues is mainly attributable to The Company no longer incurring any payments to vendors previously associated with myAlphie’s

Platform service segment earnings was $0 for the three months ended October 31, 2023, compared to segment

earnings of $529 for the three months ended October 31, 2022.

This decrease was mainly attributed to the sale of the myAlphie platform.

Total revenue

Cost of revenues

Operating expenses

Segment earnings (loss)

$ (1,145,018 )

Net Loss before income taxes

Income tax expense

$ (1,419,045 )

for the rental business segment were $3,099 for the three months ended October 31, 2023, compared to $33,322 for the quarter ended October

This decline can be attributed to a reduction in the number of listed properties compared to the quarter ended October

The recent disposal of properties is occurring as part of a temporary adjustment, as we are currently in the process of re-evaluating

our operations in Texas and Florida.

As a result, we sold four of the five properties we previously held in those markets, and have listed

the fifth property located in Texas for sale as well.

of revenues .

Cost of revenues for the rental business segment was $0 for the three months ended October 31, 2023,

compared to $6,998 for the three months ended October 31, 2022.

This difference is attributed to the decrease in the number of properties

listed, which decreased the associated costs of maintaining those properties.

Operating expenses of the rental business segment was $1,148,117 for the three months ended October 31, 2023, compared

to $1,514,701 for the three months ended October 31, 2022.

This decrease is mainly attributed to a reduction in expenses for marketing

and advertising, general legal advisory, and professional services.

Segment loss was $1,145,018 for the three months ended October 31, 2023, compared to $1,488,377 for the three months

ended October 31, 2022.

This decrease is mainly attributable to a reduction in expenses for marketing and advertising, general legal

advisory, and professional services.

months ended October 31, 2023, compared to six months ended October 31, 2022

For the Six Months Ended

were $20,426 for the three months ended March 31, 2024 compared to $111,451 for the three months ended March 31, 2023.

Our revenues consist

of both the short-term rental revenue that we receive from our listed properties and platform services income that we receive directly

from, or services related to, our technologies.

This decrease in revenues is mainly attributed to

lower rental income segment due to the disposal of our properties during and subsequent to the fiscal year 2023, as well as lower platform

services segment revenue compared to the three months ended March 31, 2023 as a result of the sale of myAlphie.

Cost of Revenues.

Operating Expenses

Wages, benefits and payroll taxes

Repairs and maintenance

Dues and subscriptions

Marketing and advertising

Professional and legal fees

cost of revenues was $18,249 for the three months ended March 31, 2024, compared to $70,775 for the three months ended March 31, 2023.

Cost of revenues consists of payments for property management fees of listed properties, previous

payments to vendors for work completed through myAlphie and associated payment processing fees to Stripe, a payment platform.

in cost of revenues is mainly attributed due to the sale of myAlphie, since we no longer incur any direct costs related to operating the

myAlphie platform.

Wages, Benefits, and Payroll

Wages, benefits, and payroll taxes totaled $418,902 for the three months ended March 31, 2024, compared to $204,196 for the

three months ended March 31, 2023.

This increase is attributed to the recent salary adjustments to our executive officers, which were

retroactive to January 1, 2024, in addition to the creation of a new executive officer position and associated salary therewith.

Depreciation and Amortization.

Depreciation and amortization were $71,453 for the three months ended March 31, 2024, compared to $48,003 for the three months ended March

This increase is mainly attributed to the inclusion of intangible asset amortization in

the depreciation and amortization expenses for the three months ended March 31, 2024 .

Other Operating Expenses.

Total operating expenses

Operating Loss

Other Income (Expense)

Interest income

Gain on sale of myAlphie

Other operating expenses were $211,497 for the three months ended March 31, 2024, compared to $96,476 for the three months ended March

This increase is mainly attributed to an increase in directors’ and officers’

insurance expenses, and an increase in commission and title expenses occurred in connection with the sale of one of our properties during

the three months ended March 31, 2024.

Other Income.

income was $31,392 for the three months ended March 31, 2024, compared to $90 for the three months ended March 31, 2023.

increase is mainly attributed to the gain on sale of property sold during the three months ended March 31, 2024.

Interest Expense.

Other expense

Total other income (expense)

Net (Loss) Income

Net Income (Loss) Attributable to Non-Controlling Interests

Net (Loss) Income Attributable to Controlling Interests

$ (2,526,683 )

Revenue was $101,180 for the six months ended October 31, 2023 compared to $199,497 for the six months ended October 31, 2022.

consist of short-term rental revenue that we receive from our listed properties, and platform services income that we receive from our

technologies.

This decrease in revenues is mainly attributed to lower platform services segment income due to the sale of myAlphie, and

lower short-term rental revenues as a result of the disposal of properties located in Texas and Florida.

Cost of Revenues .

The cost of revenues was $74,554 for the six months ended October 31, 2023, compared to $151,413 for the six months ended October 31,

This consists of payments for property management fees of listed properties as well as payments to vendors for work completed through

myAlphie and associated payment processing fees to Stripe.

Previously, cost of revenues also included payments to vendors for work completed

through myAlphie.

The decrease in cost of revenues is mainly attributed to incurring lower costs to these vendors after the sale of myAlphie.

Repairs and Maintenance .

Repairs and maintenance were $48,893 for the six months ended October 31, 2023, compared to $11,357 for the six months ended October 31,

This increase in repair and maintenance expenses for the six months ended October 31, 2023, is attributable to major repair work

undertaken in some of the properties to prepare them for sale.

Dues and Subscriptions .

Dues and subscriptions were $17,827 for the six months ended October 31, 2023, compared to $46,750 for the six months ended October

This decrease is mainly attributable to the cancellation of software being used in connection with the Regulation A campaign

that we no longer needed after the close of the campaign as of January 19, 2023.

and Advertising .

Marketing and advertising expenses were $95,842 for the six months ended October 31, 2023, compared to $582,427 for the six months ended

October 31, 2022.

The significant decrease in expenses is mainly attributable to the closure of the Regulation A campaign on January

expense was $10,802 for the three months ended March 31, 2024, compared to $41,812 for the three months ended March 31, 2023.

decrease in interest expense is attributable to a decrease in outstanding mortgage loans after the sale of certain properties.

Professional and Legal

Professional and legal fees were $3,876,300 for the six months ended October 31, 2023, compared to $936,825 for the six

months ended October 31, 2022.

This increase is mainly due to general legal advisory and professional services incurred in connection

with our direct listing on Nasdaq, which primarily consists of 304,529 shares of our common stock issued for services rendered in connection

with our direct listing on Nasdaq at an aggregate fair market value of approximately $3.05 million.

Depreciation and Amortization .

Depreciation and amortization were $29,176 for the six months ended October 31, 2023, compared to $73,738 for the six months ended October

This decrease in depreciation and amortization costs is attributable to recent property sales during the six months ended October

Other Operating Expenses .

Other expenses were $192,569 for the six months ended October 31, 2023, compared to $150,937 for the six months ended October 31, 2022.

Operating expenses mainly consists of property and employee insurance, homeowners’ association expenses, expenses related to sale

of properties, such as commissions, title charges, employee recruitment expenses, employee training and skill development, and other associated

This increase during the six months ended October 31, 2023 is mainly attributable to an increase in expenses related to sale of

Gain on Sale of myAlphie .

Gain on sale of myAlphie was $5,502,774 for the six months ended October 31, 2023, compared to $0 for the six months ended October

This increase is attributable to the sale of the myAlphie platform.

This increase may not reflect our current business and may

be abnormally high for this period.

Interest Expense .

Interest expense was $67,588 for the six months ended October 31, 2023, compared to $84,468 for the six months ended October 31, 2022.

This decrease in interest expense is attributable to repayments of mortgage loans upon the sale of certain properties.

Net Income (Loss).

Net income was $590,128 for the six months ended October 31, 2023, compared to a net loss of $2,526,683 for the six months ended October

The reason for this significant increase in our net income is mainly attributable to the gain on sale of myAlphie, as described

This increase in net income may not reflect our current business and may be abnormally high

for this period.

of Segment Results:

following is an analysis of our results by reportable segment for the six months ended October 31, 2023 compared to the six months ended

October 31, 2022.

For further information regarding our reportable business segments, please refer to our consolidated financial statements

and related notes included elsewhere in this report.

Professional and legal fees were $468,725 for the three months ended March 31, 2024, compared to $325,161 for the three months

ended March 31, 2023.

The change in periods is mainly due to an increase in general legal advisory services and related fees.

Other Expenses.

non-operating expenses were $132,494 for the three months ended March 31, 2024, compared to $29,843 for the three months ended March 31,

T his increase is mainly due to the amortization expenses of the commitment fee incurred in

connection with the equity facility we have in place with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”).

was $1,419,045 for the three months ended March 31, 2024, compared to a net loss of $864,913 for the three months ended March 31, 2023.

This increase in loss is mainly attributable to increase in wages, Professional and legal fees and amortization of commitment fee.

Analysis of Segment Results:

following is an analysis of our results by reportable segment for the three months ended March 31, 2024 compared to the three months ended

March 31, 2023.

For further information regarding our reportable business segments, refer to our condensed consolidated

financial statements and related notes included elsewhere in this report.

Platform Services

Three Months Ended

Total revenue

Cost of revenues

Cost of revenue

Segment earnings (loss)

for the platform services segment was $78,518 for the six months ended October 31, 2023, compared to $139,708 for the six months ended

October 31, 2022.

This difference is attributable to the sale of myAlphie.

We have not generated other platform services revenue, except

for providing technical support to Turnit during the transition period after the sale of myAlphie.

Cost of revenues for the platform services segment was $73,269 for the six months ended October 31, 2023, compared

to $138,862 for the six months ended October 31, 2022.

As a result of the sale of myAlphie, cost of revenues in the platform services

segment now consists only of costs incurred in connection with the technical support services provided to Turnit.

The decrease in the

cost of revenues is mainly attributable to a reduction of payments to vendors previously associated with myAlphie’s platform before

Segment earnings were $5,249 for the six months ended October 31, 2023, compared to $846 for the six months

ended October 31, 2022.

This increase is mainly attributed to the growth in the platform services revenue before the sale of myAlphie.

Revenues for the platform services segment was $20,426 for the three months ended March 31, 2024, compared to $62,810 for the

three months ended March 31, 2023.

This decrease in revenue is attributable to the sale of myAlphie.

We have not generated other platform

services revenue since the sale of myAlphie, except for providing technical support services to Turnit during the transition period after

the sale of myAlphie.

Cost of revenues for the platform services segment was $18,249 for the three months ended March 31, 2024, compared

to $62,528 for the three months ended March 31, 2023.

This decrease in cost of revenues is mainly attributed to the sale of myAlphie.

After the sale, we no longer incur any payments to vendors or Stripe previously associated with myAlphie’s platform.

revenues now consists only of costs incurred in connection with the technical support services provided to Turnit.

Segment earnings was $2,177 for the three months ended March 31, 2024, compared to $282 for the three months

ended March 31, 2023.

This increase in segment earnings is mainly due to an increase in support services provided to Turnit and a decrease

in payments to vendors and Stripe.

Rental Business

Three Months Ended

Total revenue

Cost of revenues

Cost of revenue

Operating expenses

Other Income (expenses), net

Segment earnings (loss)

$ (1,747,767 )

$ (2,380,662 )

for the rental business segment were $22,662 for the six months ended October 31, 2023, compared to $59,789 for the six months ended October

This decrease is attributable to a decrease in the number of properties listed compared

to the six months ended October 31 , 2022.

The recent disposal of properties is occurring

as part of a temporary adjustment, as we are currently in the process of re-evaluating our operations in Texas and Florida and are selling

a significant portion of the properties we previously held in those markets and have listed the fifth property located in Texas for sale

Revenues for the rental business segment was $0 for the three months ended March 31, 2024, compared to $48,641 for the three months

ended March 31, 2023.

This decrease is attributable to the decrease in the number of properties

listed compared to the three months ended March 31, 2023 , as we sold the properties we held

for this segment’s operations as a result of putting these operations on hold.

of revenues .

Cost of revenues for the rental business segment was $1,285 for the six months ended October 31, 2023,

compared to $12,551 for the six months ended October 31, 2022.

This difference is attributed to the decrease in the number of properties

listed, which decreased the associated costs of maintaining those properties.

Operating expenses for the rental business segment was $1,769,144 for the six months ended October 31, 2023 compared

to $2,427,900 for the six months ended October 31, 2022.

This decrease is mainly attributable to expenses for marketing and advertising,

general legal advisory and professional services.

Segment loss was $1,747,767 for the six months ended October 31, 2023, compared to $2,380,662 for the six months ended

October 31, 2022.

This decrease is mainly attributable to reduction in expenses for marketing and advertising, general legal advisory,

and professional services.

The following table provides a concise overview of properties that

have been sold.

This includes the reasons they are no longer listed, the dates of their acquisition, and the dates when they ceased contributing

to revenues and/or expenses:

of Acquisition

of Disposition

for Unlisting

On Which Property No Longer Contributed to Revenue and Expenses

2540 Hamlet Lane

Sale of Property

790 Pebble Beach Drive

Sale of Property

612 Jasmine Lane

Sale of Property

7676 Amazonas Street

Sale of Property

Financial Measures

supplement our financial information presented in accordance with U.S.

GAAP (“GAAP”), we believe “Adjusted EBITDA,”

a “non-GAAP financial measure”, as such term is defined under the rules of the SEC, is useful in evaluating our operating

We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes.

that Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance.

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered

in isolation or as a substitute for financial information presented in accordance with GAAP.

In addition, other companies, including

companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance,

all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

A reconciliation is provided below

for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged

to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable

GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Cost of revenues for the rental business segment was $0 for the three months ended March 31, 2024, compared

to $8,247 for the three months ended March 31, 2023.

This difference is attributed to the decrease in the number of properties listed,

which decreased the associated costs of maintaining those properties.

Operating expenses of the rental business segment was $39,135 for the three months ended March 31, 2024, compared

to $62,567 for the three months ended March 31, 2023.

This decrease is mainly attributed to the depreciation and amortization expense.

income (expense) .

Other income (expense) of the rental business segment was $20,590 for the three months ended March 31,

2024, compared to $(55,532) for the three months ended March 31, 2023.

This difference is mainly attributed to the gain on the sale of

the properties we disposed of and the reduction in interest expenses resulting from us paying the corresponding mortgage loans for such

Segment loss was $18,545 for the three months ended March 31, 2024, compared to a segment loss of $77,705 for the

three months ended March 31, 2023.

This decrease is mainly attributable to decrease in interest expense and decrease in depreciation and

amortization expense.

Non-GAAP Financial Measures

To supplement our financial

information presented in accordance with U.S.

GAAP (“GAAP”), we believe “Adjusted EBITDA,” a “non-GAAP financial

measure”, as such term is defined under the rules of the SEC, is useful in evaluating our operating performance.

We use Adjusted

EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes.

We believe that Adjusted EBITDA may be helpful

to investors because it provides consistency and comparability with past financial performance.

However, Adjusted EBITDA is presented

for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a

substitute for financial information presented in accordance with GAAP.

In addition, other companies, including companies in our industry,

may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could

reduce the usefulness of our non-GAAP financial measures as tools for comparison.

A reconciliation is provided below for each non-GAAP

financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review

the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP

financial measures, and not to rely on any single financial measure to evaluate our business.

reconcile our non-GAAP financial measure of Adjusted EBITDA to our net income, adjusted to exclude interest expense, provision for (benefit

from) income taxes, depreciation and amortization, non-recurring acquisition-related compensation expenses, non-recurring direct listing

expenses, unrealized gain or loss on foreign exchange, non-recurring legal reserves and related costs and non-recurring gains.

For the three months ended

October 31, 2023 and October 31, 2022, we did not have any restructuring expenses and non-recurring acquisition-related compensation

from) income taxes, depreciation and amortization and certain charges or gains resulting from non-recurring events, if any.

For the three-months

ended March 31, 2024 and March 31, 2023, we did not have any non-recurring event.

following table provides a reconciliation of net income to Adjusted EBITDA:

For the Three Months Ended

For the Six Months Ended

Net (Loss) Income

$ (4,252,879 )

$ (1,557,887 )

For the Three Months Ended March 31,

$ (1,419,045 )

Adjusted to exclude the following:

Depreciation & amortization

Depreciation and amortization

Interest expense

Gain on Sale of myAlphie

Non-recurring direct listing expenses (1)

Adjusted EBITDA

$ (1,336,790 )

$ (4,815,882 )

$ (2,368,477 )

Consists of (ii) 304,529 shares of our common stock issued for services rendered in connection with our direct listing on Nasdaq at an aggregate fair market value of approximately $3.05 million, and (ii) cash payments of approximately $550,000.

and Capital Resources

describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including

working capital needs, debt services, acquisitions, contractual obligations, and other commitments.

As of the date of this report, we

have yet to generate meaningful revenue from our business operations and have funded acquisitions, capital expenditure, and working capital

requirements through equity and debt financing.

had cash of $605,337 as of October 31, 2023 and $1,256,868 as of April 30, 2023.

November 21, 2023, we entered into a placement agency agreement with Maxim Group LLC (“Maxim”) and a securities purchase

agreement for the purposes of completing a best-efforts financing with Maxim resulting in the issuance of 1,600,000 shares of common

stock and warrants to purchase common stock at an exercise price of $5.00 per share, subject to adjustments.

As a result of this offering,

we raised aggregate gross and net proceeds of $8.0 million and $7.6 million, respectively.

We anticipate that, following this most

recent public offering, we may require additional working capital in the next 12 months to finance our growth through potential acquisitions

and to fund our operations.

of October 31, 2023, pursuant to the GEM Agreement (as defined below), we can issue and sell to GEM Global Yield LLC SCS and GEM Yield

Bahamas Limited (collectively, “GEM”) up to an aggregate value of $100 million in shares of our common stock pursuant to

draw down notices in accordance with the GEM Agreement.

At this time, we do not intend to draw down on the GEM Agreement, but we will

continuously evaluate our cash on hand position and business operations needs going forward.

We, in our sole discretion, may draw down

from the GEM Agreement in the future as our business operations evolve and more working capital to fund operations is needed.

We believe the likelihood

that any warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon

the trading price of our common stock.

If the trading price for our common stock is less than $371.90 per share, in the case of the GEM

Warrants, we believe holders of the GEM Warrants will be unlikely to exercise them.

On December 14, 2023, the closing price of the Company’s

common stock was $2.25 per share.

Liquidity describes the ability

of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs,

debt services, acquisitions, contractual obligations and other commitments.

As of the date of this report, we have yet to generate meaningful

revenue from our business operations and have funded acquisitions, capital expenditure and working capital requirement through equity

and debt financing.

We had cash and cash equivalents

of approximately $4.8 million as of March 31, 2024 and approximately $6.5 million as of December 31, 2023.

We believe we have sufficient

working capital to fund our operations for the next 12 months.

November 21, 2023, we entered into a placement agency agreement with Maxim Group LLC (“Maxim”) and a securities purchase agreement

for the purposes of completing a best-efforts financing with Maxim resulting in the issuance of 1,600,000 shares of common stock and warrants

to purchase common stock at an exercise price of $5.00 per share, subject to adjustments.

As a result of this offering, we raised aggregate

gross and net proceeds of $8.0 million and $7.6 million, respectively.

of March 31, 2024, pursuant to the Share Purchase Agreement entered into on December 1, 2022, between

us and GEM (the “GEM Agreement”) , we can issue and sell to GEM up to an aggregate value of $100 million in shares of

our common stock pursuant to draw down notices in accordance with the GEM Agreement.

At this time, we do not intend to draw down on the

GEM Agreement, but we will continuously evaluate our cash on hand position and business operations needs going forward.

We, in our sole

discretion, may draw down from the GEM Agreement in the future as our business operations evolve and more working capital to fund operations

believe the likelihood that any warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would

receive, is dependent upon the trading price of our common stock.

If the trading price for our common stock is less than $371.90 per share,

in the case of the warrants issued to GEM in accordance with the GEM Agreement (the “GEM Warrants”), we believe holders of

the GEM Warrants will be unlikely to exercise them.

While current conditions influencing the exercise of the GEM Warrants make such exercise

unlikely, further adjustments to its exercise price may make the GEM Warrants more attractive for investors to exercise.

is based on the trading price of our common stock as of the date of this report, with a threshold set at $371.90 per share for the GEM

On April 15, 2024, the closing price of our common stock was $0.85 per share.

liquidity and capital resources are critical to our ability to execute our business plan and achieve our strategic objectives.

1 unchanged sentence

timing, size, and terms of any such offering have not yet been determined.

To the extent that the Company requires additional funds more

than 12 months from the date hereof, and collections from our short-term rentals and technologies, to the extent commercialized, cannot

fund our needs, the Company may utilize equity or debt offerings to raise these funds.

We cannot provide any assurance that we will be

able to raise additional funds on acceptable terms, if at all.

Our ability to raise additional capital will depend on various factors,

including market conditions, investor demand, and our financial performance.

the cost of capital and historically high-interest rates can have a direct impact on the volume of real estate acquisitions the company

plans to complete.

Economic environments yielding higher interest rates with more stringent debt terms such as today’s market environment

require larger equity commitments.

This means that, as larger equity commitments are required, we will have less leverage and will have

fewer acquisitions overall.

business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support

our operations.

To the extent that we require additional funds more than 12

months from the date hereof, and collections from our short-term rentals and technologies, to the extent commercialized, cannot fund our

needs, we may utilize equity or debt offerings to raise these funds.

We cannot provide any assurance that we will be able to raise additional

funds on acceptable terms, if at all.

Our ability to raise additional capital will depend on various factors, including market conditions,

investor demand, and our financial performance.

the cost of capital and historically high-interest rates can have a direct impact on our ability to raise capital through debt or equity

offerings or to pursue acquisitions.

Economic environments yielding higher interest rates with more stringent debt terms such as today’s

market environment require larger equity commitments.

This means that, as larger equity commitments are required, we will have less leverage

and may have fewer acquisitions overall.

business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our

In addition, we may incur additional costs associated with research and development of new products and services, expansion

3 unchanged sentences

We currently do not have any commitments

or arrangements for additional financing, and there can be no assurance that we will be able to obtain additional financing on terms

acceptable to us, or at all.

If we are unable to obtain additional financing when required, we may be forced to reduce the scope of our

operations, delay the launch of new products or services, or take other actions that could adversely affect our business, financial condition,

and results of operations.

We may also be required to seek additional financing on terms that are unfavorable to us, which could result

in the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.

or arrangements for additional financing, and there can be no assurance that we will be able to obtain additional financing on terms acceptable

to us, or at all.

If we are unable to obtain additional financing when required, we may be forced to reduce the scope of our operations,

delay the launch of new products or services, or take other actions that could adversely affect our business, financial condition, and

results of operations.

We may also be required to seek additional financing on terms that are unfavorable to us, which could result in

the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.

The following table summarizes our cash flows from

operating, investing and financing activities for the periods presented.

Three-month period

Net cash used in operating activities

1 unchanged sentence

$ (1,585,918 )

Net cash provided by investing activities

Net cash provided by financing activities

flows from operating activities

Net cash used in

operating activities was $1,169,470 for the six months ended October 31, 2023, compared to $1,646,283 for the six months ended October

The difference in net cash flows from operating activities was mainly attributable to the gain on sale of myAlphie and the decrease

of prepaid expenses.

flows from investing activities

Net cash provided

by investing activities was $504,633 for the six months ended October 31, 2023, compared to $132,514 for the six months Ended October

This difference in cash flows from investing activities is mainly attributable to an increase in proceeds from the sale of properties

and software development capitalization.

flows from financing activities

Net cash provided by

financing activities was $13,329 for the six months ended October 31, 2023, compared to $170,215 for the six months ended October 31,

The difference in cash flows from financing activities is mainly attributable to the closing of the Regulation A offering on January

and Obligations and Commitments

contractual obligations as of October 31, 2023, include existing mortgage loans of the 1 property currently owned by the Company.

Mortgage Loan

Grand Prairie,

have no off-balance sheet arrangements, including arrangements that would affect the liquidity, capital resources, market risk support,

and credit risk support, or other benefits.

Sheet Transactions

do not have any off-balance sheet transactions.

Net cash used in investing activities

Net cash (used in) provided by financing activities

Cash flows from operating

Net cash used in operating

activities was $(1,527,238) for the three months ended March 31, 2024, compared to $(1,585,918) for the three months ended March 31, 2023.

The difference in net cash flows from operating activities in not significant.

Cash flows from investing activities

Net cash used in investing

activities was $(19,700) for the three months ended March 31, 2024, compared to $(138,973) of net cash used for the three months ended

March 31, 2023.

The difference in cash flows from investing activities was primarily due to gain on sale of property.

Cash flows from financing activities

Net cash provided by financing

activities was $(71,286) for the three months ended March 31, 2024, compared to $282,577 for the three months ended March 31, 2023.

difference in cash flows from financing activities is primarily due to issuance of stock in our Regulation A offering.

Smaller Reporting Company

We qualify as

a “smaller reporting company” under the rules of the Securities Act and the Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

As a result, we may choose to take advantage of certain scaled disclosure requirements available specifically

to smaller reporting companies.

We will remain a smaller reporting company until the last day of the fiscal year in which the aggregate

market value of our common stock held by non-affiliated persons and entities, or our public float, is more than $700 million as of the

last business day of our most recently completed second fiscal quarter, or until the fiscal year following the year in which we have at

least $100 million in revenue and at least $250 million in public float as of the last business day of our most recently completed second

fiscal quarter.

Quantitative and qualitative disclosures about market risk

a smaller reporting company, we are not required to provide this information.

As a smaller reporting company,

we are not required to provide this information.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis