What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-05-13 · 154 added, 109 removed, 144 unchanged (65% of the section changed)

29 unchanged sentences

managerial resources, etc.) We are expanding the product range into robotics for consumer and commercial markets.

As of March 31, 2026,

this project was not launched yet.

As of June 30, 2026,

this project has not been launched yet.

Cafés, which are, and will be, in-person, location-based social experiences, offer customers the opportunity to build

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Revenue Model

total revenue for the three months ended March 31, 2026 and 2025 was $64,200 and $295,197, respectively.

Our net loss for the three months

ended March 31, 2026 and 2025 was $626,773 and $574,103, respectively.

currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the three months ended

March 31, 2026 and 2025, respectively.

a geographical perspective, we recognized 100% of our total revenue in the three months ended on March 31, 2026, in Singapore, and 11%

and 89% in the three months ended March 31, 2025, in South Korea and Singapore, respectively.

total revenue for the three months ended June 30, 2026 and 2025 was $64,200 and $310,391, respectively.

Our total revenue for the

six months ended June 30, 2026 and 2025 was $128,400 and $605,588, respectively.

Our net income for the three months ended June 30,

2026 and 2025 was $210,657 and $75,977, respectively.

Our net loss for the six

months ended June 30, 2026 and 2025 was $416,116 and $410,995, respectively.

currently recognize revenue from food and beverage sales, which accounted for approximately 100% of revenue in the six months ended June

30, 2026 and 2025, respectively.

a geographical perspective, we recognized 100% of our total revenue in the three and six months ended on June 30, 2026, in Singapore.

and 10% and 90% in the three and six months ended June 30, 2025, in South Korea and Singapore, respectively.

that May or Are Currently Affecting Our Business

addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:

Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our group of companies;

Our 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;

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

to manage our overhead;

Our ability to control our operating expenses as we expand each of our businesses and product and service offerings.

Our ability to improve our revenue through cross-selling and

revenue-sharing arrangements among our group of companies;

Our 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;

Our ability to attract competent, skilled technical and sales

personnel for each of our businesses at acceptable compensation levels to manage our overhead;

Our ability to control our operating expenses as we expand

each of our businesses and product and service offerings.

of Significant Accounting Policies

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following the original sale.

There were no product returns for the three months ended March 31, 2026, and 2025.

There were no product returns for the three and six months ended June 30, 2026, and 2025.

and Beverage:

The revenue received from food and beverage business in the three months ended March 31, 2026 and 2025 was $64,200

The revenue received from food and beverage business in the three months ended June 30, 2026 and 2025 was $64,200 and

$310,391, respectively.

The revenue received from food and beverage business in the six months ended June 30, 2026 and 2025 was $128,400

and $605,588, respectively.

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of Operations

of Statements of Operations for the Three Months Ended March 31, 2026 and 2025

expenses (income)

was $64,200 and $295,197 for the three months ended March 31, 2026 and 2025, respectively.

Word of mouth, a social media presence, and

the availability of meeting spaces are significant drivers of our revenue and revenue potential.

Our revenue decreased in 2026 due to

the cessation of operations of cafes located in Singapore and Korea in August and September 2025, respectively.

of revenues decreased from $147,603 in the three months ended March 31, 2025 to $16,912 in the three months ended March 31, 2026.

decrease is a result of the cessation of operations of cafes located in Singapore and Korea in August and September 2025, respectively.

profit decreased from $147,594 for the three months ended March 31, 2025 to $47,288 for the three months ended March 31, 2026.

decrease in gross margin was caused by the cessation of operations of cafes located in Singapore and Korea in August and September

2025, respectively.

expenses decreased from $741,722 for the three months ended March 31, 2025 to $672,202 for the three months ended March 31, 2026.

General and administrative expenses increased from $664,242 for the three months ended March 31, 2025 to $672,202 for the three

months ended March 31, 2026.

The increase in general and administrative expenses in 2026 compared with 2025 was mostly caused by the

loss from related party balance written off in Q1 2026.

The Company recorded a goodwill impairment charge of $77,480 during the

three months ended March 31, 2025, which increased operating expenses for that period.

non-operating (income) expense

Company recorded other non-operating expense of $1,859 for the three months ended March 31, 2026, compared to other non-operating income

of $62,973 for the same period in 2025.

The change in non-operating income was primarily due to fluctuations in unrealized gain (loss)

on convertible note receivable and warrants – related party, which changed from a gain of $17,442 for the three months ended March

31, 2025 to a loss of $49,238 for the three months ended March 31, 2026.

This was partially offset by foreign exchange transaction gain

(loss), which changed from a gain of $66,070 in the three months ended March 31, 2025 to a loss of $21,540 in the three months ended

March 31, 2026.

loss increased from $574,103 for the three months ended March 31, 2025 to $626,773 for the three months ended March 31, 2026.

of Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Three Months Ended

Six Months Ended

Cost of revenue

Operating expenses

Provision for income taxes

Net income (loss)

was $64,200 and $310,391 for the three months ended June 30, 2026 and 2025, respectively.

Revenue was $128,400 and $605,588 for the six

months ended June 30, 2026 and 2025, respectively.

Word of mouth, a social media presence, and the availability of meeting spaces are

significant drivers of our revenue and revenue potential.

Our revenue decreased in 2026 due to the cessation of operations of cafes located

in Singapore and Korea in August and September 2025, respectively.

of revenues decreased from $266,314 in the three months ended June 30, 2025 to $43,836 in the three months ended June 30, 2026.

of revenues decreased from $529,078 in the six months ended June 30, 2025 to $102,250 in the six months ended June 30, 2026.

is a result of the cessation of operations of cafes located in Singapore and Korea in August and September 2025, respectively.

profit decreased from $44,077 for the three months ended June 30, 2025 to gross loss $20,364 for the three months ended June 30, 2026.

Gross profit decreased from $76,510 for the six months ended June 30, 2025 to $26,150 for the six months ended June 30, 2026.

in gross margin was caused by the cessation of operations of cafes located in Singapore and Korea in August and September 2025, respectively.

expenses decreased from $383,868 for the three months ended June 30, 2025 to $249,063 for the three months ended June 30, 2026.

and administrative expenses decreased from $383,868 for the three months ended June 30, 2025 to $249,063 for the three months ended June

Operating expenses decreased from $1,010,429 for the six months ended June 30, 2025 to $879,763 for the six months ended June

General and administrative expenses decreased from $932,949 for the six months ended June 30, 2025 to $879,763 for the six

months ended June 30, 2026.

The decrease in general and administrative expenses in 2026 compared with 2025 was mostly caused by the cessation

of operations of cafes located in Singapore and Korea in August and September 2025, respectively.

The Company recorded a goodwill impairment

charge of $77,480 during the six months ended June 30, 2025, which increased operating expenses for that period.

Company recorded other income of $439,356 for the three months ended June 30, 2026, compared to other income of $415,768 for the same

period in 2025.

The Company recorded other income of $437,497 for the six months ended June 30, 2026, compared to other income of $565,872

for the same period in 2025.

The change in other income was primarily due to $339,185 gain from debt extinguishment for the six months

ended June 30, 2026, $383,667 gain on disposal of subsidiaries for the six months ended June 30, 2025.

This was partially offset by foreign

exchange transaction gain (loss), which changed from a gain of $307,691 in the six months ended June 30, 2025 to a loss of $33,161 in

the six months ended June 30, 2026.

income (loss)

income increased from $75,977 for the three months ended June 30, 2025 to $210,657 for the three months ended June 30, 2026.

increased from $410,995 for the six months ended June 30, 2025 to $416,116 for the six months ended June 30, 2026.

and Capital Resources

cash has decreased from $2,085,918 as of December 31, 2025 to $1,459,799 as of March 31, 2026.

Our liabilities increased from $1,883,133

at December 31, 2025 to $2,132,077 at March 31, 2026.

cash has decreased from $2,085,918 as of December 31, 2025 to $1,506,036 as of June 30, 2026.

Our liabilities decreased from $1,883,133

at December 31, 2025 to $1,711,444 at June 30, 2026.

Our total assets have decreased from $4,567,858 as of December 31, 2025 to $4,510,043

as of March 31, 2026.

the three months ended March 31, 2026, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

as of June 30, 2026.

the six months ended June 30, 2026, we incurred a net loss, a loss from operations and negative cash flow from operating cafés

during the period.

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There is no guarantee that we will be able to execute on our plans as laid out above.

April 24, 2024, the Company entered into a Credit Facility Agreement (the “Agreement”) with Alset Inc., a Texas corporation

and the Company’s majority stockholder, pursuant to which Alset Inc.

has provided the Company a line of credit

April 24, 2024, the Company entered into a Credit Facility Agreement (the “Credit Agreement”) with Alset Inc., a Texas

corporation and the Company’s majority stockholder, pursuant to which Alset Inc.

provided the Company a line of credit

facility (the “Credit Facility”) which provides a maximum, aggregate credit line of up to $1,000,000.

As of March 31, 2026,

As of June 30,

2026, there are no outstanding amounts related to the Credit Facility, as the debt with Alset Inc.

was converted to equity on September 24,

The remaining credit of $700,000 is available for draw as on March 31, 2026.

to the Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility.

Each advance shall bear

a simple interest rate of three percent (3%) per annum.

Each Advance and all accrued but unpaid interest shall be due and payable at

the first (1st) anniversary of the effective date of the Agreement.

HWH may at any time during the term of the Agreement prepay a portion

or all amounts of its indebtedness without penalty.

Each Advance shall not be secured by a lien or other encumbrance on any HWH assets,

but shall be solely a general unsecured debt obligation of the Company.

was converted to equity on

September 24, 2024.

The remaining credit of $700,000 expired on April 14, 2026.

to the Credit Agreement, the Company may request an advance (each, an “Advance”) on the Credit Facility.

Each Advance shall

bear a simple interest rate of three percent (3%) per annum.

Each Advance and all accrued but unpaid interest shall be due and payable

at the first (1 st ) anniversary of the effective date of the Credit Agreement.

The Company may at any time during the term of

the Credit Agreement prepay a portion or all amounts of its indebtedness without penalty.

Each advance shall not be secured by a lien

or other encumbrance on any of the Company’s assets, but shall be solely a general unsecured debt obligation of the Company.

On April 14, 2025, the Company entered into an amendment (the “Amendment”) to this Credit Agreement.

Under the terms of the Amendment, the date upon which each advance made under the Credit Facility and all accrued but unpaid

interest shall be due and payable was extended from April 24, 2025 to April 14, 2026.

As of the issuance of these quarterly condensed consolidated financial statements, the Company is still in discussion

with Alset Inc.

regarding the possible extension of the Amendment to the Credit Agreement.

accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments

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consolidated financial statements.

of Cash Flows for the Three Months Ended March 31, 2026 and 2025

Months Ended March 31,

cash used in operating activities

cash used in investing activities

cash (used in) / provided by financing activities

of Cash Flows for the Six Months Ended June 30, 2026 and 2025

Six Months Ended

Net cash provided by / (used in) operating activities

Net cash used in investing activities

Net cash (used in) / provided by financing activities

Flows from Operating Activities

cash used in operating activities was $192,539 in the three months ended of March 31, 2026, as compared to net cash used in operating

cash provided by operating activities was $285,469 in the six months ended of June 30, 2026, as compared to net cash used in operating

activities of $528,424 in the same period of 2025.

The decrease in cash used in operating activities during the three months ended March

31, 2026 was primarily due to changes in working capital, including movements in account receivable and operating lease liabilities.

The increase in cash provided by operating activities during the six months ended

June 30, 2026 was primarily due to changes in working capital, including movements in due to related parties, net.

Flows from Investing Activities

cash used in investing activities was $305,416 in the three months ended of March 31, 2026, as compared to net cash used in

investing activities of $300,000 in the same period of 2025.

In the three months ended March 31, 2026 we paid $285,000 for

convertible note receivable – related party with the remaining amount of cash outflows related to purchases of property and

equipment, investments at cost, and purchases and sales of marketable securities.

In the three months ended March 31, 2025 we paid

$300,000 for convertible note receivable – related party.

Flows from Financing Activities

cash used in financing activities was $148,432 in the three months ended March 31, 2026, compared to net cash provided by financing activities

cash used in investing activities was $406,369 in the six months ended of June 30, 2026, as compared to net cash used in investing activities

of $741,523 in the same period of 2025.

In the three months ended March 31, 2026 we paid $140,687 to related parties.

In the three months

ended March 31, 2025, we received $1,409,983 from the issuance of common stock and warrants and repaid $236,875 under the D.

Boral Capital

EF Hutton) promissory note and $506,454 to related parties.

September 4, 2024, the Company received written notice (the “Notice”) from the Listing Qualifications Staff of Nasdaq notifying

the Company that for the prior 30 consecutive business days prior to the date of the Notice, the Company’s bid price was below

the minimum $1 required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid

Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided the Company with 180 calendar days,

or until March 3, 2025, (the “Compliance Date”), to regain compliance with the Bid Price Requirement.

February 18, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”).

The Reverse Stock

Split became effective as of market open on February 24, 2025.

March 10, 2025, the Company received written notice (the “Compliance Notice”) from Nasdaq informing the Company that it has

regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Capital Market maintain a

minimum bid price of $1.00 per share.

Nasdaq notified the Company in the Compliance Notice that, from February 24, 2025 to March 7, 2025,

the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained

compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.

The Company remains listed on the Nasdaq Capital Market.

of March 31, 2026, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations

or long-term liabilities.

believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2026 or the year

In the six months ended June 30, 2026 we paid $285,000 for convertible note receivable –

related party with the remaining amount of cash outflows related to purchases of property and equipment, investments at cost, and purchases

and sales of marketable securities.

In the six months ended June 30, 2025 we paid $360,000 for convertible note receivable – related

party and paid $280,000 for loans receivable – related party.

Flows from Financing Activities

cash used in financing activities was $488,972 in the six months ended June 30, 2026, compared to net cash provided by financing

activities of $578,857 in the same period of 2025.

In the six months ended June 30, 2026 we received $500,000 issuance of common

stock, received advance from related party for $349,607 and paid $834,590 to related parties.

In the six months ended June 30, 2025,

we received $1,409,983 from the issuance of common stock and warrants and repaid $240,792 under the D.

Boral Capital (f.k.a.

Hutton) promissory note and $1,631,936 to related parties.

May 29, 2026, the Company received a letter from Nasdaq notifying the Company that it was not in compliance with the minimum stockholders’

equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires a listed company

to maintain stockholders’ equity of at least $2,500,000.

The determination was based on the Company’s stockholders’

equity of $2,078,220 as reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

The notice had no immediate

effect on the listing or trading of the Company’s common stock.

Under the Nasdaq Listing Rules, the Company had 45 calendar days

from the date of the notice, or until July 13, 2026, to submit a plan to regain compliance.

On June 18, 2026,

the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(b)(1) within the required period.

On July 24, 2026,

the Company received a letter from Nasdaq stating that, based on its review of the Company’s June 18, 2026 submission, Nasdaq had determined

to grant the Company an extension to regain compliance with Listing Rule 5550(b).

Under the terms of the extension, on or before August

31, 2026, the Company must furnish to the SEC and Nasdaq a publicly available report (such as a Form 8-K) under one of two prescribed

alternatives, including disclosure of the deficiency, a description of the transaction or event that enabled the Company to satisfy the

stockholders’ equity requirement, and, under the second alternative, a pro forma balance sheet no older than 60 days evidencing compliance.

Nasdaq further advised that it will continue to monitor the Company’s ongoing compliance and that, if the Company does not evidence compliance

with the stockholders’ equity requirement at the time it files its periodic report for the period ending September 30, 2026, the Company

may be subject to delisting, in which case Nasdaq would provide written notification and the Company would have the right to appeal to

a Nasdaq Hearings Panel.

As of June 30, 2026,

the Company’s total stockholders’ equity was $2,798,599, which exceeds the $2,500,000 minimum.

The increase in stockholders’ equity during

the three months ended June 30, 2026 was attributable primarily to the $500,000 investment by Alset Inc., the Company’s majority stockholder,

described in Note 10, and to the settlement of the Company’s obligation to D.

Boral Capital LLC described in Note 6.

The Company has

incurred operating losses in recent periods and expects to continue to do so, and its ability to maintain stockholders’ equity above

the $2,500,000 minimum in future periods is expected to depend substantially on the closing of the financing described in Note 10, which

had not closed as of the date of this Quarterly Report and remains subject to closing conditions.

Company remains listed on the Nasdaq

Capital Market as of the date of this Quarterly Report, and Company expects to evidence the compliance within the extension granted by

Nasdaq as described above.

of June 30, 2026, we did not have any long-term debt obligations, capital lease obligations, purchase obligations or long-term liabilities.

believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2026 or the year

ended December 31, 2025.

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and fellow subsidiaries under common control from Singapore, South Korea and Hong Kong and which were approximately $0.4 million and

$0.7 million on March 31, 2026 and December 31, 2025, respectively, are the reason for the fluctuation in foreign currency transaction

$0.7 million on June 30, 2026 and December 31, 2025, respectively, are the reason for the fluctuation in foreign currency transaction

gains or losses which are included in the Consolidated Statements of Operations and Other Comprehensive Loss.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis