☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~“large~~"large accelerated ~~filer,” “accelerated filer,” “smaller~~filer", "accelerated filer", "smaller reporting ~~company,”~~company" and ~~“emerging~~"emerging growth ~~company,~~company”, in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

As of ~~August 17, 2022,~~May 9, 2023, there were ~~25,375,174~~28,171,523 shares of the ~~registrant’s~~registrant's common stock, $0.0001 par value, ~~outstanding~~outstanding.


	June 30, 2022 (Unaudited)			December 31, 2021			March 31, 2023 (Unaudited)			December 31, 2022 (Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	28,012,846		$	23,264,777		$	13,755,377		$	18,930,986
Restricted cash								72,564			72,350
Accounts receivable, net		51,891			52,588			858,109			951,325
Inventories, net		336,476			221,068
Inventories								229,010			310,932
Contract assets								5,071			20,310
Deposits, prepayments and other receivables		4,549,753			6,094,254			1,942,239			2,711,042
Total current assets		32,950,966			29,632,687			16,862,370			22,996,945
Non-current assets:
Deposits, prepayments and other receivables		—			858,667
Intangible assets, net		3,284,230			4,000,000			6,676,065			7,458,089
Goodwill		454,519			—
Property, plant and equipment, net		96,713			57,035			827,332			706,038
Right of use assets, net		710,586			627,968			1,708,658			1,537,670
Total non-current assets		4,546,048			5,543,670			9,212,055			9,701,797
TOTAL ASSETS	$	37,497,014		$	35,176,357		$	26,074,425		$	32,698,742

LIABILITIES AND EQUITY
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payables	$	903,715		$	261,907		$	1,463,466		$	1,296,571
Contract liabilities		4,618			25,229			1,264,725			1,405,090
Accrued liabilities and other payables		1,271,656			813,598			5,949,092			8,325,225
Due to related parties		22,822			524,763			22,246			22,311
Deferred tax liabilities								69,000			69,000
Operating lease liabilities		292,968			218,077			555,476			467,938
Due to first insurance funding		148,137			596,047
Loan		63,460			—			26,644			28,164
Total current liabilities		2,707,376			2,439,621			9,350,649			11,614,299
Non-current liabilities
Operating lease liabilities		426,650			411,053			1,158,283			1,073,126
TOTAL LIABILITIES		3,134,026			2,850,674			10,508,932			12,687,425

COMMITMENTS AND CONTINGENCIES
Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,916,500 shares undesignated as of June 30, 2022 and December 31, 2021, respectively		—			—
Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—			—
Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—			—
Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—			—
Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, net of issuance cost		—			—
Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, net of issuance cost		—			—

EQUITY (DEFICIT)
Series X Super Voting Preferred Stock, $0.0001 par value, 3,500 shares designated; 3,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—			—
Common shares; $0.0001 par value, 95,000,000 shares authorized; 24,544,443 and 19,732,406 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2,454			1,973
Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,916,500 shares undesignated as of March 31, 2023 and December 31, 2022, respectively
Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Series B shares: 10,000 shares designated; 0 and 2,548 Series B shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, net of issuance cost								—			—
Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, net of issuance cost								—			—
SHAREHOLDERS’ EQUITY
Series X Super Voting Preferred Stock, $0.0001 par value, 3,500 shares designated; 3,500 and 3,500 Series X shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								—			—
Common shares; $0.0001 par value, 95,000,000 shares authorized; 28,171,523 and 27,082,849 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively								2,817			2,708
Additional paid-in capital		96,026,414			79,833,290			103,313,844			101,427,160
Accumulated other comprehensive loss		(35,997	)		(54,340	)
Less: Common shares held in treasury, at cost; 511,760 and 0 shares at March 31, 2023 and December 31, 2022								(541,988	)		—
Accumulated other comprehensive gain (loss)								(325,690	)		56,527
Accumulated deficit		(61,405,158	)		(47,352,456	)		(86,433,490	)		(81,138,563	)
Total equity attributable to Society Pass Incorporated		34,587,713			32,428,467			16,015,493			20,347,832
Non-controlling interest		(224,725	)		(102,784	)		(450,000	)		(336,515	)
TOTAL EQUITY		34,362,988			32,325,683			15,565,493			20,011,317
TOTAL LIABILITIES AND EQUITY	$	37,497,014		$	35,176,357		$	26,074,425		$	32,698,742

See accompanying notes to unaudited condensed consolidated financial statements.

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~


													Three months ended March 31,
	Three months ended June 30, 2022			Three months ended June 30, 2021			Six months ended June 30, 2022			Six months ended June 30, 2021			2023			2022
Revenue, net
Sales – online ordering	$	482,410		$	—		$	916,551		$	—		$	257,602		$	434,141
Sales – digital marketing														1,283,774			—
Sales – online ticketing and reservation														486,707			—
Sales – data		5,642			—			5,642			—			14,302			—
Software sales		10,941			7,714			21,890			16,954			195			10,949
Hardware sales		69			69			69			335			—			—
Total revenue		499,062			7,783			944,152			17,289			2,042,580			445,090

Cost of sales:
Cost of online ordering		(456,968	)		—			(852,858	)		—			(235,246	)		(395,890	)
Cost of digital marketing														(964,161	)		—
Cost of online ticketing and reservation														(76,477	)		—
Cost of data		(975	)		—			(975	)		—			(18,646	)		—
Software sales		(41,212	)		(86,498	)		(105,205	)		(104,692	)		(61,813	)		(63,993	)
Hardware sales		(45	)		(64	)		(45	)		(165	)		—			—
Total cost of revenue		(499,200	)		(86,562	)		(959,083	)		(104,857	)		(1,356,343	)		(459,883	)

Gross loss		(138	)		(78,779	)		(14,931	)		(87,568	)
Gross income (loss)														686,237			(14,793	)

Operating expenses:
Sales and marketing expenses		(253,290	)		(41,284	)		(449,392	)		(42,184	)		(130,664	)		(196,102	)
Software development costs		(17,320	)		(36,828	)		(36,868	)		(66,989	)		(13,919	)		(19,548	)
Impairment loss		—			—			(528,583	)		(200,000	)		—			(528,583	)
General and administrative expenses		(7,345,364	)		(4,167,802	)		(13,186,062	)		(6,121,899	)		(5,991,886	)		(5,840,698	)
Total operating expenses		(7,615,974	)		(4,245,914	)		(14,200,905	)		(6,431,072	)		(6,136,469	)		(6,584,931	)

Loss from operations		(7,616,112	)		(4,324,693	)		(14,215,836	)		(6,518,640	)		(5,450,232	)		(6,599,724	)

Other income (expense):
JV income														3,148			—
Gain on early lease termination														1,064			—
Interest income		6,027			10			6,072			16			39,986			45
Interest expense		(384	)		(12,157	)		(4,429	)		(24,214	)		(352	)		(4,045	)
Loss on settlement of litigation		—			—			—			(550,000	)
Warrant modification expense														—			—
Other income		24,672			992			38,293			1,747			16,787			13,621
Total other expense		30,315			(11,155	)		39,936			(572,451	)

Total other income (expense)														60,633			9,621
Loss before income taxes		(7,585,797	)		(4,335,848	)		(14,175,900	)		(7,091,091	)		(5,389,599	)		(6,590,103	)

Income taxes		(797	)		(6,903	)		(2,099	)		(8,640	)		(614	)		(1,302	)

NET LOSS		(7,586,594	)		(4,342,751	)		(14,177,999	)		(7,099,731	)		(5,390,213	)		(6,591,405	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(82,270	)		—			(125,297	)		—			(95,286	)		(43,027	)

NET LOSS ATTRIBUTABLE TO SOCIETY PASS INCORPORATED	$	(7,504,324	)	$	(4,342,751	)	$	(14,052,702	)	$	(7,099,731	)

NET LOSS ATTRIBUTABLE TO NON-SOCIETY PASS INCORPORATED													$	(5,294,927	)	$	(6,548,378	)
Other comprehensive income (loss):
Net loss		(7,586,594	)		(4,342,751	)		(14,177,999	)		(7,099,731	)		(5,390,213	)		(6,591,405	)
Foreign currency translation adjustment		66,875			(6,583	)		21,699			26,899			(400,416	)		(42,161	)
COMPREHENSIVE LOSS	$	(7,519,719	)	$	(4,349,334	)	$	(14,156,300	)	$	(7,072,832	)	$	(5,790,629	)	$	(6,633,566	)

Net loss attributable to non-controlling interest		(82,270	)		—			(125,297	)		—			(95,286	)		(43,027	)
Foreign currency translation adjustment attributable to non-controlling interest		6,371			—			3,356			—			(18,199	)		(3,015	)
Comprehensive loss attributable to Society Pass Incorporated	$	(7,443,820	)	$	(4,349,334	)	$	(14,034,359	)	$	(7,072,832	)	$	(5,677,144	)	$	(6,587,524	)

Net loss per share attributable to Society Pass Incorporated :
– Basic	$	(0.31	)	$	(0.59	)	$	(0.61	)	$	(0.96	)	$	(0.20	)	$	(0.30	)
– Diluted	$	(0.31	)	$	(0.59	)	$	(0.61	)	$	(0.96	)	$	(0.20	)	$	(0.30	)
Weighted average common shares outstanding:
Weighted average common shares outstanding
– Basic		24,347,607			7,413,600			23,126,643			7,413,600			27,082,849			21,892,111
– Diluted		24,347,607			7,413,600			23,126,643			7,413,600			27,082,849			21,892,111

See accompanying notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ ~~EQUITY (DEFICIT)~~DEFICIT

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

See accompanying notes to unaudited condensed consolidated financial statements.

Society Pass Incorporated (the ~~“Company”~~"Company") iswas incorporated in the State of Nevada on June 22, 2018, under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software offor a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable ~~the~~ consumers to purchase high-end brands of all categories under its own brand name of ~~“Leflair”. In February~~"Leflair." The Company has made a number of acquisitions in calendar year 2022, the Company completed the acquisition of 100% equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited through its subsidiary, mainly provide on-line Grocery and food delivery platform in Philippines and Vietnam respectively. In May 2022, the Company completed another acquisition of 100% equity interest of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd.as follows:

On February 10, 2021, the Company effected a 750 for 1forward stock split of the issued and outstanding shares of the ~~Company’s~~Company's common stock. The number of authorized shares and par value remain unchanged. All share and per share information in ~~this~~these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the forward stock split.

On September 21, 2021, the Company effected a 1 for 2.5reverse stock split of the issued and outstanding shares of the ~~Company’s~~Company's common stock. The number of authorized shares and par value remain unchanged. All share and per share information in ~~this~~these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.

~~An additional result of the~~The forward stock split ~~was that~~and reverse stock split transactions described above had no effect on the stated value of the preferred stock and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance towith the respective certificate of designations. The number of authorized shares of preferred stock also remained unchanged.

The registration statement for the ~~Company’s~~Company's Initial Public Offering became effective on November 8, 2021. On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (the "Underwriter") related to the offering of 2,888,889shares of the ~~Company’s~~Company's common stock (the ~~“Firm Share”~~"Firm Shares"), at a public offering price of $9.00per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111shares of common stock (the ~~“Option Shares”~~"Option Shares") to cover over-allotments. The Company raised gross proceeds of $26,000,001and $2,124,999from its initial public offering and from the ~~additional~~ sale of the Option Shares, respectively.

On February 8, 2022, the Company entered into an underwriting agreement (the ~~“Underwriting Agreement”~~"Underwriting Agreement") with ~~Maxim Group LLC (the “Underwriter”),~~the "Underwriter, related to the offering of 3,030,300 shares (the ~~“Shares”~~"Shares") of the ~~Company’s~~Company's common stock and warrants to purchase up to 3,030,300 shares of common stock of the Company (the ~~“Warrants”~~"Warrants"). Each Share ~~is being~~was sold together with one Warrant to purchase one Share at a combined offering price of $3.30. In addition, the Company granted the Underwriter a 45-day over-allotment option to purchase up to an additional 454,545 Shares and/or Warrants, at the public offering price, less discounts and commissions. On February 10, 2022, the Underwriter gave notice to the Company of the full exercise of their over-allotment option and that delivery of the overallotment securities ~~has~~was made on February 11, 2022.

On February 23, 2023, Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 number of ordinary stock and increased its shareholding from 75% to 99%, and to the subsidiaries within the group.

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of ~~June 30, 2022,~~March 31, 2023, the Company had cash balances of $~~28,012,846~~13,827,941, a working capital surplus of $~~30,243,590~~7,511,721 and accumulated deficit $~~61,405,158~~86,433,490. For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company had a net loss of $~~14,177,999~~5,390,213 and net cash used byin operating activities of $~~5,448,474~~4,015,201. Net cash used byin investing activities was $~~227,873~~190,061. Net cash ~~provided by~~used in financing activities was $~~10,351,413~~541,988, resulting principally from $~~10,402,891~~ ~~net proceeds from IPO public offering and $412,890~~ ~~net proceeds from the C1 warrants exercised. The Company also repaid $464,368~~ ~~of First Insurance Funding loan during 2022.~~share repurchase.

~~The~~While the Company believes that it will be able to continue to grow the ~~Company’s~~Company's revenue base and control expenditures, there is no ~~assurance. In parallel,~~assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed ~~in order~~ to finance the ~~Company’s~~Company's business development activities, general and administrative expenses and growth strategy.

Due to the current or future resurgence of the pandemic (including the potential emergence of new and more transmissible variants, such as the Delta and Omicron variants), it has significantly impacted health and economic conditions throughout Vietnam, Indonesia, Philippines, Singapore and Southeast Asia. National, regional and local governments took a variety of actions to contain the spread of COVID-19, including office and store closures, quarantining suspected COVID-19 patients, and capacity limitations. These developments have significantly impacted the results of operations, financial condition and cash flows of the Company included in this reporting. The impact included the difficulties of working remotely from home including slow Internet connection, the inability of our accounting and financial officers to collaborate as effectively as they would otherwise have in an office environment and issues arising from mandatory state quarantines.

~~While it is not possible at this time to estimate with sufficient certainty the impact that COVID-19 could have on the Company’s business, the continued~~ spread of COVID-19 and the ~~measures taken by federal, state, local and foreign governments could disrupt~~developments surrounding the ~~operation of the Company’s business. The COVID-19 outbreak and mitigation measures~~global pandemic have ~~also~~ had and may continue to have significantly negative impacts on all aspects of our business, including negative effects on our travel and digital media verticals . In response to the pandemic, many governments around the world implemented a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.

We cannot predict the extent to which any lingering effects of the COVID-19 pandemic may affect our future business or operating results, which is highly dependent on inherently uncertain future developments, including the severity of outbreaks of COVID-19, the effects of new variants, the actions taken by governments and private businesses in relation to COVID-19 containment, the availability, deployment and efficacy of vaccines, and the transition from COVID-19 being a pandemic to an ~~adverse impact on global~~endemic illness. In geographies where we, our customers or our employees operate, health concerns and ~~domestic~~political or governmental developments in response to COVID-19 have resulted in, and could in the future result in, economic, ~~conditions,~~social or labor instability or prolonged contractions in the industries in which ~~could~~our customers operate, slowdowns in our product development efforts, or other effects that may have ana material adverse effect on ~~the Company’s~~our business or our results of operations and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all. In addition, the Company has taken temporary precautionary measures intended to help minimize the risk of the virus to its employees, by following local safe management measures, which may negatively affect the Company’s business. These measures are continuing but lightened. The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.condition.

The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business.

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the ~~“SEC”~~"SEC") for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of ~~stockholders’~~stockholders' deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for ~~2022~~any subsequent quarter or for the full year ending December 31, 2023 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ~~(“GAAP”~~("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the ~~2021~~2022 audited financial statements and accompanying notes filed with the SEC.

We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the ~~Company’s~~Company's estimates, the ~~Company’s~~Company's financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, ~~valuation of~~ impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, ~~business acquisition~~the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance.

The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.

The Company follows Accounting Standards Codification ~~(“ASC”~~("ASC") ASC Topic 805, Business Combinations (“ ("ASC ~~805”~~805") and ASC Topic ~~810-10-65, Consolidation.~~810, Consolidation ("ASC 810"). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at ~~“fair~~"fair value.”" The statement applies to all business ~~combinations, including combinations among mutual entities and combinations by contract alone.~~combinations. Under ASC ~~Topic~~ 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the ~~Company’s~~Company's results of operations.

The Company accounts for noncontrolling ~~interest~~interests in accordance with ASC Topic ~~810-10-45,~~810, which requires the Company to present noncontrolling interests as a separate component of total ~~shareholders’~~shareholders' equity on the consolidated balance sheets and the consolidated net loss attributable to ~~the~~ its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.

ASC Topic 280, ~~“Segment Reporting”~~Segment Reporting ("Topic 280") establishes standards for reporting information about operating segments on a basis consistent with the ~~Company’s~~Company's internal organization structure as well as information about geographical areas, business segments and major customers in unaudited condensed consolidated financial statements. The Company currently operates in ~~two~~four reportable operating segments: (i) ~~e-commerce, (ii) Merchant POS, (iii)~~ Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications ~~Reseller.~~Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale ("merchant POS").

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of ~~June 30 2022~~March 31, 2023 and December ~~31, 2021,~~31,2022, the cash and cash equivalents excluded restricted cash amounted to $~~$28,012,846~~13,755,377 and $~~23,264,777~~18,930,986, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $~~10,780,926~~ 6,295,886and $~~13,699,082~~10,431,681 as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. In addition, the Company has uninsured bank deposits of $~~16,966,211~~6,879,654 and $$$~~9,315,695~~12,032,534 with a financial institution outside the U.S as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. All uninsured bank deposits are held at high quality credit institutions.

Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2023 and December 31, 2022, the restricted cash amounted to $72,564 and $72,350, respectively.

Accounts ~~receivable~~receivables are recorded at the amounts that are invoiced ~~amount and~~to customers, do not bear interest, ~~which~~and are due within contractual payment terms, generally 30 to ~~90 days~~90-days from completion of ~~service.~~service or the delivery of a product. Credit is extended based on an evaluation of a ~~customer’s~~customer's financial condition, the ~~customer credit-worthiness~~customer's creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for ~~collectibility. At the end of fiscal year,~~collectability. Quarterly, the Company specifically evaluates individual ~~customer’s~~customer's financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company ~~considers the~~records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For ~~the~~ receivables that are past due or not being paid according to payment terms, ~~the~~ appropriate actions are taken to ~~exhaust~~pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. ~~The~~Currently, the Company does not have any off-balance-sheet credit exposure related to its ~~customers. As~~customers, and as of ~~June 30, 2022~~both March 31, 2023 and December 31, ~~2021, the~~2022, there was noneed for allowance for doubtful ~~accounts amounted to $-~~0accounts.~~- and $~~0~~, respectively.~~

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the ~~Company’s~~Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recorded an allowance for obsolete inventories of $-$0 and $0~~- and $~~0, respectively. The inventories ~~was~~ amounted to $~~336,476~~229,010 and $~~221,068~~310,932 at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

Prepaid expenses represent ~~future expenses paid~~payments made in advance ~~until the associated benefits are realized,~~for products or services to be received in the future and are amortized to expense ~~remains at~~on a ratable basis over the future period to be benefitted by that expense. Since the Company has prepaid expenses categorized as both current ~~asset within the next twelve months~~ and non-current ~~asset after twelve months.. Since prepaid expenses are categorized as “current and non-current”~~ assets, the benefits associated with the products or services ~~paid for upfront~~are considered current assets if they are expected to be used ~~for~~during the next twelve months and ~~thereafter. Once the benefits of the~~are considered non-current assets if they are ~~gradually realized, the prepaid expense is reduced as the asset is expensed off on the statement of operations.~~expected to be used over a period greater than one year.

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

In accordance with the provisions of ASC Topic 360, “"Impairment or Disposal of Long-Lived Assets”", all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

The Company adopted Accounting Standards Update ~~(“ASU”~~("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) (“("ASU ~~2014-09”~~2014-09"). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

The Company generates its revenues from a diversified a mix of e-commerce activities ~~(B2C)~~that correspond to our four business segments (business to consumer or "B2C"), grocery and food delivery (B2C), telecommunication reseller (B2C) and the services providing to merchants for their business growth ~~(B2B), which are operated under four~~(business to business ~~segments of e-Commerce (previously mentioned as Consumer Facing Business), grocery and food delivery, telecommunication reseller, and Merchant POS (previously mentioned as Merchant Facing Business)~~or "B2B").

The ~~Company’s~~Company's performance ~~obligation includes~~obligations include providing ~~the~~ connectivity ~~among~~between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, ~~place~~display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and ~~make orders~~order from merchants on the consumer facing application. The platform allows ~~delivering~~a delivery company to accept an online delivery request and deliver or ship an order from a merchant to ~~consumer.~~customer.

The Company has developed an online lifestyle platform ~~to enable the consumers to purchase high-end brands of all categories~~(the "Lifestyle Platform") under its own brand name of ~~“Leflair”. Under~~"Leflair" to enable consumers to purchase high-end brands in many categories. Using the ~~deployment of the Company’s~~Company's smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The ~~platform~~Lifestyle Platform also allows ~~consumers~~customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered up with a Vietnam-based delivery company, ~~Tikinow,~~Amilo, to offer seamless delivery of product from merchant to ~~consumer’s~~consumer's home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the ~~Company’s~~Company's logistics center.

Other online platforms include online platforms in Vietnam, under the brand name of ~~“Handcart”~~"Handycart", and ~~“Pushkart”~~Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase ~~grocery~~meals from restaurants and food from ~~difference~~ local grocery and food merchants and deliver to them in their area.

The Company ~~also has~~operates a Singapore-based online telecommunication reseller platform ~~operate~~ under brand name of ~~“Gorilla”~~"Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting.

The acquisition of a digital media platform, ~~under~~TMG, amplifies the ~~brand name~~reach and engagement of ~~“Leflair”,~~the Company's e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG's wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.

As a result, Thoughtful Media's content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media's data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.

The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as ~~follows:-~~the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.

~~During~~The Company's e-Commerce business is primarily conducted using Leflair's Lifestyle Platform, as follows:

1) When a customer places an order on either the ~~six months ended June 30, 2022 and 2021,~~Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection.

During the three months ended March 31, 2023 and 2022, the Company generated ~~the~~ revenue of $~~892,715~~223,517 and $-$0434,141- respectively, in the Lifestyle sector.

~~During the three months ended June 30, 2022 and 2021, the Company has generated the revenue of $482,410~~ ~~and $-~~0~~- respectively, in the Lifestyle sector.~~

The Company's Merchant POS offers both software and hardware products and services to vendors, as follows:-

~~During the six months ended June 30, 2022 and 2021, the Company has generated $21,890~~ ~~and $16,954, respectively revenue from software fees.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated revenue of $~~10,941~~195 and $~~7,714~~10,949, respectively, ~~revenue~~ from software ~~fees..~~fees.

Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product.

The Company records revenues from the sales of third-party products on a ~~“gross”~~"gross" basis pursuant to ASC Topic ~~606-10 Revenue Recognition – Revenue from Contracts with Customers,~~606 when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic ~~606-10~~606 are present in the arrangement, revenue is recognized net of related direct ~~costs.~~costs since in these instances we act as an agent.

Software subscription fee — The ~~Company’s~~Company's performance obligation includes providing ~~connectivity~~customer access to our software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The ~~Company’s~~Company's software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and ~~to be~~the customer is entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with ~~the~~ automatic ~~renewal of another one year, and the~~one-year renewal. The subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.

The Company records its revenues, net of value added taxes ~~(“VAT”~~("VAT"), which is levied at the rate of 10% on the invoiced value of sales.

Grocery and food delivery consists of online grocery under brand name ~~“Pushkart”~~"Pushkart" and food delivery service under brand name ~~“Handycart”~~"Handycart" as follows:

Customers place order ~~of grocery~~for groceries and take-out food through our online ~~platform~~platforms of ~~“Pushkart”~~"Pushkart" and ~~“Handcart”~~"Handcart" respectively. ~~Upon received order by~~When the grocery ~~and~~or food merchant ~~the~~receives and order, our platform will assign ~~third party~~a third-party delivery ~~man~~service to pick up and deliver the grocery ~~and~~and/or food order to the ~~customers.~~customer. Revenue ~~are thus~~is recognized when the grocery and/or food is delivered, at which time the ~~point of~~customer pays for the grocery and /or food ~~delivered and paid by the customer in cash.~~order with cash, at Net of merchant cost.

~~During the six months ended June 30, 2022 and 2021, the Company has generated $23,836~~ ~~and $-~~0~~-, respectively revenue from this stream.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated revenue of $~~8,042~~34,085 and $-$0-, respectively, ~~revenue~~ from this stream.

As a ~~Telecommunication~~telecommunication reseller ~~provides~~we provide local mobile data ~~plan~~ and overseas internet data ~~plan~~plans under the brand name of ~~“Gorilla”~~"Gorilla," which company we acquired in May 2022. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows:

Local mobile plan - customers choose and subscribe ~~their desired~~to a monthly local mobile plan through our "Gorilla" online ~~platform of “Gorilla” after customer account registration completed.~~platform. The Company will proceed to register the ~~Sim~~sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. ~~Upon the~~Following Sim card activation, the system will capture the monthly data usage of each ~~customers at the end of each month, prorated by~~customer, calculated in accordance with the package data capacity and monthly subscription rate, ~~for revenue recognition.~~which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards ~~Point~~Points and ~~carry~~carried forward to next month for potential subsequent ~~revenue recognition point. With this,~~data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data ~~purchase, at the point of transaction accepted through~~purchases, that the customer ~~account in the~~chooses to use via our online platform.

Overseas internet data plan – ~~customers~~a customer will place order offor their desired overseas internet data plan through either the "Gorilla" online platform ~~of “Gorilla”~~ or ~~third party~~third-party partner platforms. ~~The~~Subscription revenue is ~~recognize~~recognized when the Sim card is delivered and activated.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $14,302 and $0, respectively, from telecommunications.

Digital marketing provides the services that affiliate with multiple YouTube channels to offer services that include audience development, content programming, creator collaborations, digital right managements, monetization, and/or sales as follows:

The Company is required to establish as Multi-Channel Network (MCN) for YouTube Creators and fulfilled the basic MCN guidelines on timely basis. The Company engages the creator in contract as a platform to nurture the creator in brainstorming creative content ideas, coaching on growing their audience size and connection with top brands.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $1,283,774 and $0, respectively, from this stream.

Online ticketing and reservation provides information, prices, availability, booking services for domestic and international air travel and hotels as follows:

The Company's revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and refund margin are substantially recognized at ~~the~~a point of time when the ~~Sim card delivered and activated.~~performance obligations that are satisfied.

~~During the six months ended June 30, 2022 and 2021, the Company has generated $5,642~~ ~~and $-~~0~~-, respectively revenue from this stream.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated revenue of $~~5,642~~486,707 and $-$0-, respectively, ~~revenue~~ from this stream.

In accordance with ASC Topic 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognize606, a contract asset arises when ~~it has fulfilled~~the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract ~~obligation but must perform other obligations before being entitled~~asset becomes a receivable once the Company's right to ~~payment.~~receive consideration becomes unconditional.

There were no contract assets ~~at June 30, 2022~~balance was $5,071 and $20,310 on March 31, 2023 and December 31, ~~2021.~~2022, respectively.

In accordance with ASC Topic ~~606-10-45-2,~~606, a contract liability ~~is Company’s~~represents the Company's obligation to transfer goods or services to a customer when the customer prepays ~~consideration~~for a good or service or when the ~~customer’s~~customer's consideration is due for goods and services that the Company will yet provide whichever happens earlier.

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The ~~Company’s~~Company's contract liability balance was $~~4,618~~1,264,725 and $~~25,229~~1,405,090 ~~at June 30, 2022~~ on March 31, 2023 and December 31, ~~2021,~~2022, respectively.

In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC Topic ~~985-20,~~985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software's estimated useful life. Costs incurred to enhance the ~~Company’s~~Company's software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred.

Research and development expenditures inarising from the development of ~~its~~the Company's own software are charged to operations as incurred. For the three months ended March 31, 2023, and 2022, software development costs were $13,919 and $19,548, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release ~~are immaterial. For the six months ended June 30, 2022~~have, to date, been immaterial and ~~2021, the software development costs were $36,868~~ ~~and $66,989, respectively. For the three months ended June 30, 2022 and 2021, the software development costs were $17,320~~ ~~and $36,828, respectively.~~

Cost of sales under online ordering consist of the cost of ~~merchandizes~~merchandise ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.

Cost of sales ~~under~~related to software sales consist of the cost of software and payroll costs, which are directly attributable to the sales of software.

Cost of sales ~~under~~related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.

Cost of sales ~~under~~related to grocery and food delivery consist of the cost of ~~outsource~~the outsourced delivery and the outsource payment gateway, which are directly attributable tto the sales of grocery and food delivery.

Cost of sales ~~under~~related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data.

Cost of sales under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.

No shipping and handling costs are associated with the distribution of the products to the customers ~~which~~since those costs are borne by the ~~Company’s~~Company's suppliers or distributors for our merchant POS business.

~~Except for e-Commerce business, the~~The shipping and handling costs ~~billed to customers~~for all segments other than our e-commerce segment are recorded net in sales. ~~Shipping~~For shipping costs ~~incurred by the Company~~related to our e-commerce business, those shipping costs are recorded in cost of sales.

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $~~253,290~~130,664 and $~~449,392~~196,102 for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively. Advertising expense was $41,284~~ ~~and $42,184~~ ~~for the three and six months ended June 30 2021,~~ respectively.

The ~~Company’s~~Company's provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the ~~Company’s~~Company's suppliers, the Company has concluded that no warranty liability is required as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be ~~minimal.~~minimal, although it looks at this issue every quarter to continue to support its assertion.

The Company adopted the ASC 740 Income Tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

~~The~~In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income ~~tax. There are many~~tax, there may be transactions and calculations ~~undertaken during the ordinary course of business~~ for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the ~~Company’s~~Company's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the six months ended June 30 2022 and 2021.

The reporting currency of the Company is the United States Dollar ("US$") and the accompanying consolidated unaudited condensed financial statements have been expressed in US$.s. In addition, the ~~Company’s~~Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong ~~(“VND”~~("VND"), Singapore Dollar ~~(“SGD”~~("SGD"), Indian Rupee ~~(“INR”~~("INR"), Philippines Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and ~~Philippines Pesos (“PHP”~~Indonesian Rupiah ("IDR"), respectively, which are the functional ~~currency as being the primary currency of the economic environment~~currencies in which ~~their~~the subsidiary's operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$,s, in accordance with ASC Topic ~~830-30, “Translation~~830, "Translation of Financial ~~Statement”,~~Statement" ("ASC 830") using the applicable exchange ~~rate~~rates on the balance sheet date. ~~Shareholders’~~Shareholders' equity is translated using ~~the~~ historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in ~~shareholder’s~~shareholder's equity.

Translation of amounts from SGD into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

Translation of amounts from VND into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Period-end VND:US$ exchange rate	$	0.000043	$	0.000043	$	0.000043	$	0.000044
Period average VND:US$ exchange rate	$	0.000044	$	0.000043	$	0.000042	$	0.000044

Translation of amounts from INR into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Period-end INR:US$ exchange rate	$	0.012675	$	0.013450	$	0.01217	$	0.01322
Period average INR:US$ exchange rate	$	0.013126	$	0.013617	$	0.01216	$	0.01329

Translation of amounts from PHP into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Period-end PHP:US$ exchange rate	$	0.018176	$	N/A	$	0.01841	$	N/A
Period average PHP:US$ exchange rate	$	0.019173	$	N/A	$	0.01823	$	N/A

Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying ~~condensed~~ consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only ~~“in~~"in the ~~money”~~money" dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the ~~periods.~~years.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the ~~Company’s~~Company's net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

Schedule of computation of diluted net loss per share
	Three months ended June 30,						Three months ended March 31,
	2022			2021			2023			2022
Net loss attributable to Society Pass Incorporated	$	(7,504,324	)	$	(4,342,751	)	$	(5,294,927	)	$	(6,548,378	)
Weighted average common shares outstanding – Basic and diluted		24,347,607			7,413,600			27,082,849			21,892,111
Net loss per share – Basic and diluted	$	(0.31	)	$	(0.59	)	$	(0.20	)	$	(0.30	)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:

The Company adopted Topic 842, Leases (“ASC 842”) to ~~determines~~determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the ~~condensed~~ consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the ~~condensed~~ consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company recorded the right of use asset of $~~710,586~~1,708,658 and $~~627,968~~1,537,670 respectively.

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.

~~Pursuant to ASU 2018-07, the~~The Company follows ASC Topic 718, Compensation—Stock Compensation (“ ("ASC ~~718”~~718"), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee orand non-employee), ~~are measured~~ at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the ~~Company’s~~Company's common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of ~~June 30, 2022,~~March 31, 2023, those shares issued and stock options granted for service ~~compensations were vested~~compensation, vest 180 days ~~later based on share issuance~~after the grant date, and therefore these amounts are thus recognized as expense during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021, the stock-based compensations are~~2022. Stock-based compensation is recorded in ~~the General~~general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive ~~Loss.”~~

The Company grants common stock awards to employees and non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments relatedLoss, with corresponding credits to common stock ~~awards for the settlement of services provided is recorded in the general~~ and administrative expenses and charged to the same account as if such settlements had been made in cash. The fair value of the Common Stock Awards to the Company’s director was estimated using a Black-Scholes Option Pricing Model.accumulated paid-in capital.

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its ~~Preferred stock~~preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of ~~compensation~~the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital ~~of the~~(the accounting treatment for common stock ~~issued.~~issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if ~~there is not a service period.~~the warrants vest immediately.

The Company follows ~~the~~ ASC 850-10, Related Party Disclosures ("ASC 850") for the identification of related parties and the disclosure of related party transactions.

Pursuant to ~~section 850-10-20~~ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ~~the Fair Value Option Subsection of section 825–10–15,~~ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and ~~Income-sharing~~income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required ~~in those statements.~~by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

The Company follows the ASC ~~450-20,~~450, Commitments, to ~~report accounting~~account for contingencies. Certain conditions may exist as of the date the unaudited condensed financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, ~~and such~~which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or ~~un-asserted~~unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or ~~un-asserted~~unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the ~~Company’s~~Company's unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, ~~at this time~~ that these matters will have a material adverse effect on the ~~Company’s~~Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the ~~Company’s~~Company's business, financial position, and results of operations or cash ~~flows.~~flows if the current level of facts and circumstances changes in the future.

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ~~(“FASB”~~("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. ~~Unless otherwise discussed, the Company believes that the impact of~~

All other recently issued, ~~standards that are~~but not yet effective, ~~will not have a material impact on its financial position or results of operations upon adoption.~~

In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has evaluated and the adoption of this standard does not have a material impact on its financial position, results of operations or cash flows.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance to clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU 2021-04 is effective for annual beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company has evaluated and the adoption of this standard does not have a material impact on its financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements, but does not believe that it will have a material affect on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03Updates are not expected to have ~~a significant~~an effect on ~~current accounting practices. The ASU improves various financial instrument topics in~~ the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements, but does not believe that it will have a material affect on its consolidated financial statements..

In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance, however, it appears that more revenue will be recorded under this new requirement than was previously allowed.

~~No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our condensed consolidated Financial Statements.~~Company.

Revenue ~~consisted of~~was generated from the following ~~deliverables:~~activities:

Schedule of Revenue
	Six Months ended June 30,				Three months ended March 31,
	2022		2021		2023		2022
Sales – online ordering	$	916,551	$	—	$	257,602	$	434,141
Sales – digital marketing						1,283,774		—
Sales – online ticketing and reservation						486,707		—
Sales – data		5,642		—		14,302		—
Software subscription sales		21,890		16,954		195		10,949
Hardware sales		69		335
	$	944,152	$	17,289	$	2,042,580	$	445,090

Contract liabilities recognized was related to online ticketing and reservation, digital marketing, telecommunication reseller and software sales ~~only~~ and the following is reconciliation for the periods presented:

Schedule of Contract liabilities
	Six Months ended June 30, 2022			Year ended December 31, 2021			March 31, 2023			December 31, 2022
Contract liabilities, brought forward	$	25,229		$	18,646		$	1,405,090		$	25,229
Add: recognized as deferred revenue		3,969			44,064			1,264,725			1,405,090
Less: recognized as revenue		(24,580	)		(37,481	)		(1,405,090	)		(25,229	)
Contract liabilities, carried forward	$	4,618		$	25,229		$	1,264,725		$	1,405,090

(v)

Digital marketing operates the digital marketing business with creator and digital marketing platform

(vi)

Online ticketing and reservation - operates the sale of domestic and overseas air ticket and global hotel reservations

The ~~Company’s~~Company's Chief Finance Officer (CFO) evaluates operating segments using the information provided in the following ~~table~~tables that presents revenues and gross profits by reportable segment, together with information on the segment tangible and ~~asset except liability information.~~intangible assets.

	December 31, 2021										March 31, 2023
	Online Grocery and Food Deliveries		Telecommunication Reseller		e-Commerce		Merchant POS		Total		Online F&B and Groceries Deliveries		Digital Marketing		Online Ticketing and reservation		e-Commerce		Telecommunication Reseller		Merchant POS		Total
Intangible assets, net	$	—	$	—	$	—	$	4,000,000	$	4,000,000		388,166		—		87,467		—		1,086,290		5,114,142		6,676,065
Identifiable assets	$	—	$	—	$	9,638,035	$	21,538,322	$	31,176,357		325,487		1,369,933		3,569,708		2,078,814		78,429		11,975,989		19,398,360

The below sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables:

Schedule of geographic segments
	Six Months Ended June 30,				Three Months Ended March 31,
	2022		2021		2023		2022
Indonesia	$	20,696	$	14,974	$	260,859	$	10,249
Vietnam		896,661		2,315		277,737		427,643
Philippines						31,671		7,198
Singapore		5,641		—		238,641		—
Philippines		21,154		—
United States						1,057,665		—
Thailand						174,415		—
Malaysia						1,592		—
	$	944,152	$	17,289	$	2,042,580	$	445,090

~~On February 14, 2022 and February 25, 2022, the Company completed the acquisition of~~ ~~100% equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited (the “Acquisition”), respectively.~~

~~The total consideration of the acquisition is~~ ~~226,629~~ ~~shares of common stock, with a fair value of approximately $800,000~~ ~~and cash consideration of $200,000~~ ~~The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”).~~

The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values.

The Company expects to retain the services of an independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on February 14, 2022. The preliminary estimated fair value of assets acquired, and liabilities assumed in were as follows: The purchase price allocation resulted in $~~983,103~~ ~~of goodwill. The purchase price allocation resulted in $983,103 of goodwill,~~

Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration.

The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

The goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $528,583 during the six months ended June 30, 2022, because there were continuous operating losses and negative cash flows incurred subsequent to the acquisition date. Under ASC 350-20-50, the Company recognized the goodwill impairment loss by comparing the actual operating results of New Retail to the profit forecast which indicated that the goodwill was impaired. Goodwill impairments may not be subsequently reversed.

During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date.

~~The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021.~~

~~The total acquisition consideration of the acquisition is cash consideration of VND~~ ~~2,300,000, (approximately~~ ~~US$104).~~ ~~The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”).~~

Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, among other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration.

~~The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021.~~

On May 31, 2022, the Company (“Buyer”) entered into Stock Purchase Agreement with Gorilla Networks Pte Ltd. (“Gorilla”) for the acquisition of 100% of the equity interests in Gorilla for an aggregate purchase price equal to (i) the number of the Buyer’s shares of restricted common stock equal to the quotient of $150,000 divided by the closing price of the Buyer’s common stock on the Nasdaq Capital Market on the day immediately before the Closing Date (“Closing Price”) issued on the Closing Date (“First Tranche”) and (ii) the number of the Buyer’s shares of restricted common stock equal to the quotient of $1,000,000 (less the amount of the First Tranche and the amount of the Assumed Liabilities) divided by the Closing Price issued on the six month anniversary of the Closing Date (“Second Tranche”). The approximately $~~338,785~~ ~~($1,000,000 less assumed liabilities of $661,215~~).~~The Company accounted for the transaction as an acquisition of a business, on May 31, 2022, pursuant to ASC 805, “Business Combinations” (“ASC 805”).~~

The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented.

The Company expects to retain the services of an independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on May 31, 2022. The preliminary estimated fair value of assets acquired, and liabilities assumed in were as follows: The purchase price allocation resulted in $-0- of goodwill, as below:

~~The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021.~~

Schedule of prepayments and other receivables
	June 30, 2022		December 31, 2021			March 31, 2023 (Unaudited)		December 31, 2022
Deposits	$	129,289	$	68,991		$	1,059,643	$	921,429
Prepayments ~~(a)~~		587,437		32,279			419,880		573,513
Prepayments for consultancy fee ~~(b)~~(a)		3,434,666		6,010,667			—		858,665
Prepayments for first insurance funding (c)		247,500		742,500
Value added tax		142,536		96,818			165,508		140,053
Interest receivable							17,548		12,763
Other receivables		6,787		1,666			279,660		204,619
Advance to related party		1,538		—
Total	$	4,549,753	$	6,952,921		$	1,942,239	$	2,711,042
Less: non-current portion
Prepayments for consultancy fee		—		(858,667	)
Current portion	$	4,549,753	$	6,094,254

Schedule of inventories
	June 30, 2022		December 31, 2021		March 31,
					2023		2022
Finished goods	$	336,476	$	221,068	$	229,010	$	310,932
Less
Less:
Reserve for excess and obsolete inventory		—		—		—		—
Total Inventories	$	336,476	$	221,068	$	229,010	$	310,932

All finished goods inventories were related to e-commerce business and was held by the third party logistic. The cost of sales totaled $~~$852,858~~235,246 and $~~456,968~~395,890 ~~and $-~~0~~- and $-~~0- incurred during the ~~six and~~ three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and June 30, 2021~~ respectively. The inventories were amounted to $~~$336,476~~229,010 and $~~$221,068~~310,932 at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

As of March 31, 2023 and December 31, 2022, intangible assets consisted of the following:

~~As of June 30, 2022 and December 31, 2021, intangible assets consisted of the following:~~

On November 1 2018, the Company entered into a software development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build an App and Web-based platform for the total consideration of $8,000,000. CVO who is a third party vendor in the business of designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms in Asia. The CVO developer performed and accepted technical work, of software development phase, which was materially completed by December 23, 2018. The Company obtained a third party license (Wallet Factory International Ltd) for their technology build up by CVO.

The delivered platform was further developed by the ~~Company’s~~Company's in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be downloaded from Apple store or Googleplay store (i.e. ~~SoPaApp)~~SoPa App) and the ~~Company’s~~Company's web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 and has estimated life of 2.5 years. The platform started to be amortized from October 1, 2020.

Further, the Company entered into a subscription agreement with CVO to ~~issued~~issue 8,000shares of preferred ~~stocks~~stock for the software development, equal to the aggregate of $8,000,000 or at the stated value of $1,000per share.

Pursuant to the subscription agreement entered into with CVO, the Company issued 8,000shares of Series A convertible preferred stock for the purchase of software development at the stated value of $1,000per share, totaling $8,000,000. CVO performed and accepted the technical work such as designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms. The holder of this series A provided their consent to waive the warrant provision available with them and accordingly the preferred series A accounted in 2018.

Also, the owner of CVO entered into a call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $10 per share, as of date, these options were exercised by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are currently in litigation (refer Note ~~19)~~23). As a result of this option exercise, there were no accounting effect on the ~~Company’s~~Company's financial statement during the ~~period~~year ended ~~June 30,~~December 31, 2022.

~~Amortization of intangible assets was $1,600,000~~ ~~and $1,600,000~~ ~~for the six months ended June 30, 2022 and 2021, respectively.~~

Amortization of intangible assets was $800,000 and $800,000 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Apps development costs for the development stage of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller segment business amounted to $~~884,230~~958,778 (~~2020: $-~~2022: $0948,457-) and pertains to capitalization of the Information Technology consultancy and services incurred in the development process. No amortization was recognized as the project is still ongoing as of ~~June 30, 2022.~~March 31, 2023.

Software system is the existing apps development cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated. This will be concluded upon finalization of Purchase Price Allocation.

Intellectual technology is the identified technology value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation.

Identifiable intangible asset is the potential intangible assets as stakeholder values estimated based on acquisition exercise of Nusatrip Group. This will be concluded upon finalization of Purchase Price Allocation.

Schedule of Property plant and equipment
	June 30, 2021			December 31, 2021
		(Unaudited)					March 31, 2023			December 31, 2022
At cost:
Computer	$	84,942		$	33,207		$	508,335		$	600,629
Office equipment		8,286			16,826			70,616			54,683
Furniture and fixtures		8,387			—			11,525			10,702
Renovation		38,451			27,731			587,638			322,399
		140,066			77,764			1,178,114			988,413
Less: accumulated depreciation		(36,360	)		(21,743	)		(350,782	)		(282,015	)
Less: exchange difference		(6,993	)		1,014			—			—
	$	96,713		$	57,035			827,332			706,038

~~Depreciation expense for the six months ended June 30, 2022 and 2021 was $14,617~~ ~~and $4,451, respectively.~~

Depreciation expense for the three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021 was~~were $~~12,380~~63,917 and $~~4,395~~6,622, respectively.

On February 16, 2021, the Company entered into an agreement to acquire assets of Goodventures SEA Limited (“Goodventure”). The acquired assets consisted of intellectual property for it lifestyle e-commerce retail business. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Goodventure a total of ~~$200,000~~ in cash on a deferred basis. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented.

~~The Company has paid $40,000~~ ~~during the period ended June 30, 2021. As of June 30, 2021, the Company has a payable of $160,000~~ ~~on the balance sheet.~~

The Company paid the purchase price of $200,000 during the year ended December 31, 2021. The purchase price of $200,000 shall be allocated amongst the intangible assets acquired, further, these intangible have a short term life as well as the quantum of the value, the company decided to expense it and accounted $~~200,000~~ ~~as impairment loss during the year ended December 31, 2021.~~

The shares issued as part of this transaction do not give the holders the right to influence or control SoPa Pte Ltd. The holders do not have any special voting rights or the right to appoint any board members.

SOPA Technology Pte Ltd is a private company that was incorporated under the laws of Singapore on June 6, 2019. SOPA Technology Pte Ltd manages Society Pass Incorporated’s operating activities in SEA countries and South Asia. As a pass-through holding company, the value of the 15% interest in the SoPa Pte Ltd issued to Leflair owners has an indeterminate value and no real on the date of acquisition of Leflair value. Society Pass Incorporated recorded the issuance of the shares at the nominal par value of the shares issued to the holders. The value of the assets acquired shall be the value of the cash paid and to be paid to the sellers. On October 1, 2021, the Company, SOPA Technology Pte Ltd and stockholders of Goodventures has made a share exchange agreement in exchange the 15% of SOPA Technology Pte shares for shares of SoPa common stock at IPO price. As full consideration for the sale, assignment, transfer and delivery of the Shares by the stockholders to the Company, the Company shall issue to the stockholders at the closing a number of shares of SoPa common stock equal to the quotient obtained by dividing $~~3,750,000, approximately $~~9 per share by the offering price of the Company common stock in Company’s initial public offering. Upon the written consent with certain stockholders of Goodventures, 10% of 15% shareholding in SoPa Pte was Ltd agreed to exchange for ~~277,409~~ shares of the Company’s common stock, for accounting purpose the same was considered as capital transaction and recorded at par value. Accordingly, the noncontrolling interest was reduced to 5% shareholding of SOPA Technology Pte Ltd. The corresponding losses in SOPA Technology Pte Ltd for the year ended December 31, 2021 were allocated to the remaining 5% noncontrolling interest and the noncontrolling interest balance was amounted to $~~102,784~~ ~~as of December 31, 2021~~

~~The following table summarizes the changes in non-controlling interest from December 31, 2021 to June 30, 2022:~~

~~Net loss attributable to non-controlling interest for the six months ended June 30, 2022:~~

~~For the six months ended June 30, 2022,~~ 5~~% noncontrolling interest shareholder in SOPA Technology Pte Ltd shared the loss of $125,297~~.

Schedule of Amount due to related parties
	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
		(Unaudited)
Amounts due to related parties (a)	$	22,822	$	24,763	$	22,246	$	22,311
Amount due to a director (b)		—		500,000
	$	22,822	$	524,763

Schedule of Accounts payable
	June 30, 2022		December 31, 2021
		(Unaudited)			March 31, 2023		December 31, 2022
Accounts payable	$	903,715	$	261,907	$	1,463,466	$	1,296,571
Accrued liabilities and other payables- Related Party (a)		434,301		60,253		3,440		43,360
Accrued liabilities and other payables (b)		837,355		753,345		5,945,652		8,281,865
Other Accounts payable		1,271,656		813,959		5,949,092		8,325,225
Total Accounts payable	$	2,175,371	$	1,075,505	$	7,412,558	$	9,621,796

Accounts payable includes significant third parties balance of $532,752acquired from Gorilla business through business combination on May 31, 2022.

Schedule of Accrued liabilities
	June 30, 2022		December 31, 2021
		(Unaudited)			March 31, 2023		December 31, 2022
Accrued payroll	$	75,627	$	85,888	$	105,235	$	1,023,549
Accrued VAT expenses		76,343		62,044		35,527		6,801
Accrued taxes		72,703		62,272		1,142,205		1,653,284
Customer deposit						901,880		1,155,695
Customer refund						854,421		1,146,409
Other payables (c)						1,053,494		994,213
Other accrual (d)		367,682		298,141		1,852,890		2,301,914
Other payables (c)		245,000		245,000
Total Accrued liabilities	$	837,355	$	753,345	$	5,945,652	$	8,281,865

We adopted ASU No. 2016-02, - Leases, on January 1, 2019, the beginning of our fiscal 2019, using the modified retrospective approach. We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each ~~lease’s~~lease's commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the ~~lease’s~~lease's commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of ~~June 30,~~March 31, 2022 and December 31, ~~2021.~~2022.

The Company ~~adopts~~used a~~5.26% as~~ weighted average incremental borrowing rate of 5.82% to determine the present value of the lease payments. The weighted average remaining life of the lease was ~~2.57~~3.50 ~~year.~~

During the ~~six months~~year ended ~~June 30,~~December 31, 2022, the Company enter into new lease arrangements, and accounted as per ASC Topic 842, the ROU asset and lease obligation of $~~243,186~~1,762,350.

The Company excluded short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense, as follows:

Schedule of Lease expenses
					Three months ended December 31,
	June 30, 2022		June 30, 2021		2023		2022
Operating lease expense (per ASC 842)	$	139,420	$	20,668	$	134,455	$	59,531
Short-term lease expense (other than ASC 842)		4,653		810		11,418		1,246
Total lease expense	$	144,073	$	21,478	$	145,873	$	60,777

As of ~~June 30, 2022,~~March 31, 2023, right-of-use assets were $~~710,586~~1,708,658 and lease liabilities were $~~719,618~~1,713,759.

As of December 31, ~~2021,~~2022, right-of-use assets were $~~627,968~~1,537,670 and lease liabilities were $~~629,130~~1,541,064.

We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years ending ~~June 30:~~March 31:

Schedule of Future Contractual Lease Payments
Years ended June 30,	Operating lease amount
2023	$	316,436
Years ended March 31,				Years ended March 31,	Operating lease amount
2024		266,661			$	636,832
2025		137,841				515,592
2026		17,760				344,283
2027						257,659
2028						138,964
Total		738,698				1,893,330
Less: interest		(19,080	)			(179,571	)
Present value of lease liabilities	$	719,618			$	1,713,759
Less: non-current portion		426,650				(1,158,283	)
Present value of lease liabilities – current liability	$	292,968			$	555,476

~~On October 7, 2021, the Company purchased the Directors and Officers (D&O) insurance at a premium fee of $990,000~~ ~~for a term of 12 months. Also, the Company entered a loan agreement with First Insurance Funding to finance~~ 75~~% of the total premium, to repay the premium of $990,000~~. ~~The Company paid the down-payment of $247,500 (25%) and remaining balance $742,500 (75%) to be repaid by 10 installments until August 7, 2022.~~ ~~The effective interest rate~~ ~~5.35%. For the six months ended June 30, 2022 and 2021, the Company recognized the amortization of interest expense of $4,429~~ ~~and $-~~0~~-, respectively.~~

~~For the three months ended June 30, 2022 and 2021, the Company recognized the amortization of interest expense of $384~~ ~~and $-~~0~~-, respectively.~~

~~During the six months ended June 30, 2022 the Company has repaid the installments for $454,430~~ ~~and the balance outstanding remained $148,137~~ ~~at June 30, 2022.~~

~~During the year ended December 31, 2021 the Company has repaid the installments for $151,476~~ ~~and the balance outstanding remained $596,047~~ ~~at December 31, 2021.~~

~~The below table summarizes our (i) minimum payments in the next twelve months, (ii) implied interest, and (iii) present value of future payments in the next twelve months:~~

Schedule of loan
	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Loan – A (i)						26,644		28,164
		(Unaudited)			$	26,644	$	28,164
Loan – A (i)	$	22,161	$	—
Loan – B (ii)		10,781		—
Loan – C (iii)		30,518		—
	$	63,460	$	—

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting of 95,000,000shares of common stock, $0.0001par value per share, and 5,000,000shares of preferred stock, $0.0001par value per share.

The holders of the Company’s common stock are entitled to the following rights:

Voting Rights: Each share of the Company’s common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors.

Dividend Right:. Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.

Liquidation Right:. In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s common stock are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.

Other Matters: The holders of the Company’s common stock have no subscription, redemption or conversion privileges. The Company’s common stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had a total of ~~24,544,443~~28,171,523 and ~~19,732,406~~27,082,849 shares of its common stock issued and outstanding, respectively.

On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the forward stock split.

On September 21, 2021, the Company effected a 1 for 2.5stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the reverse stock split.

~~An additional result of the~~The forward stock split ~~was that~~and reverse stock split described above had no effect on the stated value of the preferred stock, and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance towith the respective certificate of designations. The number of authorized shares of preferred stock remained ~~unchanged as a result of the stock split and reverse stock split described above.~~unchanged.

On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC, related to the offering of 2,888,889shares of the ~~Company’s~~Company's common stock (the ~~“Firm Share”~~"Firm Shares"), at a public offering price of $9.00per share. Under the terms of the Underwriting Agreement, the Company ~~has~~ granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111shares of common stock (the ~~“Option Shares”~~"Option Shares") to cover over-allotments. The ~~Company’s~~Company's common stock was listed on the Nasdaq Capital Market on November 9, 2021 and began trading on such date. The ~~closings~~closing (the IPO Closing.) of the offering and sale of the Firm Shares and the sale of 236,111 Option Shares occurred on November 12, 2021. Aggregate gross proceeds from the ~~closings~~closing related to the Firm Shares and the Option Shares was $26,000,001and $2,124,999, respectively. The ~~IPO related~~Company incurred expenses of $2,677,846in ~~these transactions amounted to $2,677,846.~~connection with the IPO.

Upon the closing of the IPO, ~~Closings,~~ all outstanding shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into 888,889 shares, 764,400 shares, 48,000 shares, 465,600 shares and 4,195,200 shares of the ~~Company’s~~Company's common stock for the value of $8,000,000, $3,412,503, $466,720, $8,353,373 and $5,536,832, respectively.

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company issued 2,497and 0shares of its common stock in exchange for ~~share exchange with the subsidiary’s~~SOPA Technology Pte. Ltd.'s 0.08% non-controlling interest at $22,470 and valued it at par as there was no change in the control over the subsidiary.

On February 8, 2022, the Company entered into an underwriting agreement (the ~~“Underwriting Agreement”~~"Underwriting Agreement") with Maxim Group LLC (the ~~“Underwriter”~~"Underwriter"), related to the offering of 3,484,845 shares including over-allotment (the ~~“Shares”~~"Shares") of the ~~Company’s~~Company's common ~~stock,.~~stock. Each Share ~~is being~~was sold together with one Warrant to purchase one Share at a combined offering price of $3.30.

During the ~~six~~three months ended ~~June 30, 2022, a total of 70,791 warrants were exercised in exchange to 187,300 shares of its common stock for the value of $412,890. During the six months ended June 30, 2021,~~March 31, 2023, no warrants were ~~exercised to common stock.~~exercised.

During the three months ended ~~June 30,~~March 31, 2022 a total of 9170,300 warrants were exercised in exchange ~~to 27,300~~for 160,000 shares of ~~its~~ common stock for the value of ~~$55,890.~~ $357,000.

During the three months ended ~~June 30, 2021, no warrants were exercised to common stock.~~

~~During six months ended June 30,~~March 31, 2023 and 2022, the Company issued ~~486,000~~196,078 and 116,000 shares of ~~our~~ common stock to consultants in exchange for consulting services value ofat $~~1,524,059~~546,500 .and $338,760, respectively.

During the three months ended ~~June 30,~~March 31, 2023 and 2022, the Company issued ~~370,000~~109,156 and 25,444 shares ~~of our common stock to consultants in exchange for consulting services value of $1,060,500~~.

~~During the six months ended June 30, 2022, the Company issued~~ ~~54,797~~ ~~of our share~~ of common stock to six of ~~our~~its employees as compensation ~~value of~~valued at $~~148,219~~113,500 ~~. During the six months ended June 30, 2021, no shares was issued to employees.~~and $86,469, respectively.

During the three months ended ~~June 30, 2022, the Company issued~~ ~~29,353~~ ~~of our share of common stock to six of our employees as compensation value of $61,750. During the three months ended June 30, 2021, no shares was issued to employees.~~

~~During three and six months ended June 30,~~March 31, 2022, the Company issued 13,273 shares of ~~our~~ common stock to Brugau ~~Pte Ltd~~Pte. Ltd. and Cory Bentley to ~~accrued~~make up for shortfalls in original issuances pursuant to the terms of the agreements ~~value of~~with Brugau Pte Ltd and Cory Bentley, valued at $119,457.

~~During~~In February 2022, the Company issued 226,629 shares of ~~its~~ common stock ~~for share~~in exchange ~~with the subsidiary’s~~for 100% non-controlling interest of its subsidiary New Retail Experience Incorporated, at $3.53 per share, total amounting to $800,000 and valued it at par as there was no change in the control over the subsidiary.

~~During May 2022, the Company issued partial first tranche~~ ~~40,604~~ ~~shares of its common stock for share exchange with the subsidiary’s 100% controlling interest at $2.05,~~ ~~total amounting to $1,000,000~~ ~~less assumed liabilities of $661,215~~ ~~and valued it at par as there was no change in the control over the subsidiary. .As of June 30, 2022 the accrued consideration liability outstanding is approximately $255,000~~.

In August 2019, the Company issued 21,000 ~~shares of~~ warrants ~~to one employee for compensation of his service~~ to purchase 21,000 shares of its common stock to one employee as compensation for his services to the Company, at a fair value of $17,500. Each ~~share of~~ warrant is ~~converted to~~convertible into one share of common stock at an exercise price of ~~$0.0001.~~$0.0001 per share. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 21,000 shares were fully exercised during the year ended December 31, 2020.

In December 2020, the Company issued a certain ~~numbers~~number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant ~~is entitled~~allows the holder to purchase one C-1 preferred ~~share~~stock at a price of $420per share. The warrants shall be exercisable on or before December 31, 2020, 2021 and ~~June 30, 2021.~~2022. During the ~~six~~three months ended ~~June 30, 2021, the Company issued~~March, 2023, ~~1,880~~no ~~warrants.~~warrants was issued.

Below is a summary of the ~~Company’s~~Company's issued and outstanding warrants as of ~~June 30, 2022~~Mach 31, 2023 and December 31, ~~2021:~~2022:

Schedule of warrants issued and outstanding
Schedule of Director's stock awards
	Warrants			Weighted average exercise price			Weighted average remaining contractual life (in years)		Warrants			Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2020 (a)		2,047		$	420			0.6
Outstanding as of December 31, 2021										148,305		$	20.57		4.88
Issued ~~(b)~~(a)		2,120		$	420			0.5		3,728,784		$	3.28		2.92
Issued (a)		144,445		$	9.90			5.0
Exercised		(307	)	$	(420	)		—		(79,601	)	$	3.28		0.5
Expired		—			—			—		(3,560	)	$	420		—
Outstanding as of December 31, 2021		148,305		$	20.57			4.88
Expired										—			—		—
Outstanding as of December 31, 2022										3,793,928		$	3.565		3.05
Issued ~~(c)~~		3,728,784			3.28			4.11		—			—		—
Exercised		(79,661	)	$	(3.28	)		0.5		—			—		—
Expired		(3,500	)		(420	)		—		—			—		—
Outstanding as of June 30, 2022		3,793,928		$	3.57			4.45
Outstanding as of March 31, 2023										3,793,928		$	3.565		3.05

There is no intrinsic value for the warrants as of ~~June 30, 2021~~March 31, 2023 and December 31, ~~2020.~~2022.

On April 19, 2021, the Company extended the expiry date of the Warrant issued to ~~Preferred~~the Series C-1 ~~holder~~Preferred Stockholder by six months from June 30, 2021 to December 31, 2021. Further, on November 16, 2021, the Company extended the expiry date of the Warrant issued to ~~Preferred~~the Series C-1 ~~holder~~Preferred Stockholder by six months from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent ~~changes~~change in assumptions related warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to additional paid-in capital. ~~The Company recorded~~ No additional warrants modification expense was recorded as of $~~58,363~~ ~~in 2021.~~

The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions

~~(a)~~ The Company considered 25% expected volatility as from inception through the date of the Company public listing of its common ~~stocks.~~stock.

On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year ~~options~~stock option to purchase 1,945,270 shares ~~options~~of common stock at an exercise price of $6.49 per share that ~~will be~~are vested and are exercisable at any time.

Schedule of Director’s stock awards
Schedule of warrants issued and outstanding
	Share option		Weighted average exercise price		Weighted average remaining contractual life (in years)		Share option		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2020		—		—		—		—		—		—
Granted		1,945,270		6.49		10		1,945,270	$	6.49		10
Exercised		—		—		—		—		—		—
Expired		—		—		—		—		—		—
Outstanding as of December 31, 2021		1,945,270	$	6.49		10		1,945,270	$	6.49		9.25
Granted		—		—		—		—		—		—
Exercised		—		—		—		—		—		—
Expired		—		—		—		—		—		—
Outstanding as of June 30, 2022		1,945,270	$	6.49		9.5
Outstanding as of December 31, 2022								1,945,270	$	6.49		9

The total fair value of options vested during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and year ended December 31, 2021~~ was $-$0- and $~~12,159,652~~303,990 respectively.

The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~years ended December 31, 2021~~2022:

Schedule of Stock option assumptions
	December 31, 2021			December 8, 2021
Dividend rate		0	%		0	%
Risk-free rate		1.52	%		1.52	%
Weighted average expected life (years)		10 years			10 years
Expected volatility		130	%		130	%
Share price	$	6.49		$	6.49

The Company issued 814,950 shares of its common stock on September 1, 2021 (“("start ~~date”~~date") of which 651,960 shares shall be subject to vesting. The ~~vesting~~ shares shall ~~be vested~~vest in accordance with the following vesting schedule: 162,990 vesting shares will vest every six-months for a two-year period from the start date, with the first vesting date being March 1, 2022. For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recognized the amortization of stock compensation expense of $~~1,802,584~~$346,500 and $0~~, respectively. For the three months ended June 30, 2022 and 2021, the Company recognized the amortization of stock compensation expense of $634,240~~ ~~and $~~0,$1,168,614, respectively. The remaining unamortized vesting expenses in ~~1.17~~0.67 years which estimated with a cost of ~~$1,626,759.~~$346,500.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company’s preferred stocks have been designated as follow:

Schedule of Preferred stocks
	No. of shares		Stated Value		No. of shares		Stated Value
Series A Convertible Preferred Stock		10,000	$	1,000		10,000	$1,000
Series B Convertible Preferred Stock		10,000	$	1,336		10,000	$1,336
Series B-1 Convertible Preferred Stock		15,000	$	2,917		15,000	$2,917
Series C Convertible Preferred Stock		15,000	$	5,763		15,000	$5,763
Series C-1 Convertible Preferred Stock		30,000	$	420		30,000	$420
Series X Super Voting Preferred Stock		3,500	$	0.0001		3,500	$0.0001

All of the Series A, B, B-1, C, and C-1 Preferred Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option, are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the all these Series of Preferred Shares within mezzanine equity in the ~~condensed~~ consolidated balance sheet.

Series X Super Voting Preferred Stock was issued at a par ~~value.~~value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference, under U.S GAAP, the Company has classified ~~the~~ this Series of Preferred Shares within permanent equity in the consolidated balance sheet.

Voting Rights: (1) The affirmative vote of at least a majority of the holders of each series of preferred stock shall be necessary to:

(2) The affirmative vote of at least a majority of the holders of the shares of the Series A Preferred Stock shall be necessary to:

Dividend Rights: The holders of the Company’s preferred stock are not entitled to any dividend rights.

Conversion Rights (Series A Preferred Stock): Upon the consummation of ~~an initial public~~this offering, the issued and outstanding shares of Series A Preferred Stock automatically convert into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) the aggregate Stated Value of the issued and outstanding Series A Preferred Stock plus any other amounts due to the holders thereof divided by (y) the offering price of the Company’s common stock. If 90 days after conversion, the closing market price of the Company’s common stock as quoted on Nasdaq (the “Market Value”) has decreased below the initial public offering price, each holder of the Series A Preferred Stock shall be issued a warrant to purchase a number of shares of the Company’s common stock equal to 40% of the quotient of the (a) aggregate Stated Value held by such holder before conversion at the initial public offering price and the Market Value of the shares of common stock that were issuable upon conversion divided by (b) the Market Value. The warrants shall have a term of five years and shall be exercisable at the Market Value.

Conversion Rights (Preferred Stock other than Series A and Series X Super Voting Preferred Stock): Upon the consummation of ~~an initial public~~this offering, each issued and outstanding share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock will automatically convert into 750 shares of the Company’s common stock. Series X Super Voting Preferred stock shall not have any rights to convert into the Company’s common stock.

Liquidation Rights: In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a "Liquidation Event"), the holders of each series of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Company’s common stock by reason of their ownership thereof, an amount per share in cash equal to the greater of (x) the aggregate Stated Value for all shares of such series of Preferred Stock then held by then or (y) the amount payable per share of the Company’s common stock which such holder of preferred stock would have received if such holder had converted to common stock immediately prior to the Liquidation Event all of such series of preferred stock then held by such holder (the "Series Stock Liquidation Preference"). If, upon the occurrence of a Liquidation Event, the funds thus distributed among the holders of the preferred stock shall be insufficient to permit the payment to the holders of the preferred stock the full Series Stock Liquidation Preference for all series, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the preferred stock in proportion to the aggregate Series Liquidation Preferences that would otherwise be payable to each of the holders of preferred stock. Such payment shall constitute payment in full to the holders of the preferred stock upon the Liquidation Event. After such payment shall have been made in full, or funds necessary for such payment shall have been set aside by the Company in trust for the account of the holders of preferred stock, so as to be immediately available for such payment, such holders of preferred stock shall be entitled to no further participation in the distribution of the assets of the Company. The sale of all or substantially all of the assets of the Company, or merger, tender offer or other business combination to which the Company is a party in which the voting stockholders of the Company prior to such transaction do not own a majority of the voting securities of the resulting entity or by which any person or group acquires beneficial ownership of 50% or more of the voting securities of the Company or resulting entity shall be deemed to be a Liquidation Event.

Other Matters: The holders of the Company’s preferred stock have no subscription or redemption privileges and are not subject to redemption. The Company’s Series Preferred Stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s preferred stock are fully paid and non-assessable.

~~There was~~ No 0Series A Preferred ~~Shares~~Stocks were issued during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Upon the IPO ~~Closings,~~Closing, all outstanding shares of Series A Preferred ~~Shares~~Stocks were automatically converted into 888,889shares of the ~~Company’s~~Company's common stock ~~in the value of~~valued at $8,000,000, equal to approximately $9per share.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 0no ~~and~~ 0shares of Series A Preferred ~~Shares~~Stocks issued and outstanding, respectively.

~~There was~~ No 0Series B Preferred ~~Shares~~Stocks were issued during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Upon the IPO ~~Closings,~~Closing, all outstanding shares of Series B Preferred Stock were automatically converted into 764,400shares of the ~~Company’s~~Company's common stock valued at ~~a value of~~ $3,412,503, equal to approximately $~~4.46~~$4.46 per share.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 0 ~~and~~ 0no shares of Series B Preferred ~~Shares~~Stocks issued and outstanding, respectively.

There was 0no noSeries B-1 Preferred ~~Shares~~Stocks issued during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

During the year ended December 31, 2020, the Company issued 40 shares of its Series B-1 Preferred Stocks for the consulting services rendered valued at $116,680, equal to approximately $2,917 per share.

Upon the IPO ~~Closings,~~Closing, all outstanding shares of Series B-1 Preferred ~~Shares~~Stocks were automatically converted into 48,000shares of the ~~Company’s~~Company's common stock valued at ~~a value of~~ $466,720, equal to approximately $9.72per share.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022 , there were 0no ~~and~~ 0shares of Series B-1 Preferred ~~Shares~~Stocks issued and outstanding, respectively.

~~There was~~ 0Series C Preferred ~~Shares~~Stocks were issued during the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Upon the IPO ~~Closings,~~Closing, all outstanding shares of Series C Preferred ~~Shares~~Stocks were automatically converted into 465,600shares of the ~~Company’s~~Company's common stock valued at ~~a value of~~ $8,353,373, equal to approximately $17.9per share.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 0no ~~and~~ 0shares of Series C Preferred ~~Shares~~Stocks issued and outstanding, respectively.

The Company accounts for warrants issued in accordance with the guidance on “~~Accounting~~"Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and ~~Equity~~”Equity" in Topic 480. These warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and classified the Series C-1 Preferred ~~Shares~~Stocks within mezzanine equity in the ~~condensed~~ consolidated balance sheet.

Upon the IPO ~~Closings,~~Closing, all outstanding shares of Series C-1 Preferred ~~Shares~~Stocks were automatically converted into 4,195,200shares of the ~~Company’s~~Company's common stock ~~in a value of~~valued at $5,536,832, equal to approximately $1.21per share.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 0no ~~and~~ 0shares of Series C-1 Preferred ~~Shares~~Stocks issued and outstanding, respectively.

In August 2021, the Company created a new series of preferred stock ~~to be~~ titled ~~“Series~~"Series X Super Voting Preferred ~~Stock”~~Stock", at ~~$0.0001~~ par value, consisting of ~~3,500 authorized shares and to provide to such preferred stock~~2,000 shares. The Series X Super Voting Preferred Stock carries certain rights and privileges including but not limited to the right to ~~10,000 votes per share (post reverse split:~~ 4,000 votes per share) to vote on all matters that may come before the stockholders of the Corporation, voting together with the common stock as a single class on all matters to be voted or consented upon by the stockholders but is not entitled to any dividends, liquidation preference or conversion or redemption ~~rights, so accordingly it~~rights. The Series X Super Voting Preferred Stock is accounted for as an equity classification.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were 3,500and 3,500shares of Series X Super Voting Preferred ~~Shares~~Stocks issued and outstanding, respectively.

On January 25, 2023, the Board of Directors (“Board”) authorized a $2,000,000 share repurchase program. The following table presents information with respect to repurchases of common stock during the three months ended March 31, 2023 and 2022:

As of March 31, 2023, we had up to $1,458,012 of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the local (“Nevada”) and foreign components of loss before income taxes were comprised of the following:

Schedule of provision for income taxes
	Six months ended June 30,					Three Months ended March 31,
	2022		2021			2023		2022
Tax jurisdiction from:
- Local	$	11,263,271	$	6,423,481		$	3,902,769	$	5,716,178
- Foreign		2,912,629		(667,610	)		1,486,830		873,925
Loss before income taxes	$	14,175,900	$	(7,091,091	)	$	5,389,599	$	6,590,103

Schedule of provision for income taxes
	Six months ended June 30,				Three months ended March 31,
	2022		2021		2023		2022
Current:
- United States	$	—	$	—	$	—	$	—
- Singapore		—		—		—		—
- Vietnam		—		—		—		—
- Philippines		—		—
- India		2,099		8,640		614		1,302

Deferred:
- United States		—		—		—		—
- Singapore		—		—		—		—
- Vietnam		—		—		—		—
- Philippines		—		—
- India		—		—		—		—
Income tax expense	$	2,099	$	8,640	$	614	$	1,302

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: Singapore and Vietnam that are subject to taxes in the jurisdictions in which they operate, as follows:

The Company is registered in the Nevada and is subject to the tax laws of United States. ~~A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows:~~

As of ~~June 30, 2022,~~March 31, 2023, the operation in the ~~United States~~U.S. incurred $~~$15,983,953~~ 28,165,554of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has ~~an indefinite life..~~no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $~~$3,356,630~~5,914,766 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore.

As of ~~June 30,~~December 31, 2022, the ~~operations~~operation in the Singapore incurred $~~$2,964,941~~6,343,259 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards ~~have~~has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $~~$504,040~~1,078,354 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company’s subsidiary operating in Vietnam is subject to ~~the~~ Vietnam Income Tax at a standard income tax rate of 20% during its tax year. ~~The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows:~~

As of ~~June 30, 2022,~~March 31, 2023, the operation in ~~the~~ Vietnam incurred $~~2,268,477~~3,593,503 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2026, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $~~453,695~~718,701 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25% during its tax year.

As of March 31, 2023, the operation in the India incurred $2,438 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $610.

The Company's subsidiary is registered in Indonesia and is subject to the tax laws of Indonesia.

As of March 31, 2023, the Company's subsidiary operations in Indonesia incurred $543,166 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $119,497 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The ~~Company’s~~Company's subsidiary ~~operating~~is registered in ~~India~~the Philippines and is subject to the ~~India Income Tax at a standard income~~ tax ~~rate~~laws of 25~~% during its tax year. The reconciliation of income tax rate to~~ the ~~effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows:~~

As of ~~June 30, 2022,~~March 31, 2023, the ~~operation~~Company's subsidiary operations in ~~the India incurred $8,530~~ ~~of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $2,133~~.

The Company’s subsidiary operating in Philippines is subject to the Philippines Income Tax at a standard income tax rate of 25% during its tax year. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 is as follows:

~~As of June 30, 2022, the operation in the~~ Philippines incurred $~~167,337~~776,641 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards ~~begin to expire in 2026, if unutilized.~~have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $~~41,834~~194,160 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company's subsidiary is registered in Thailand and is subject to the tax laws of Thailand.

As of March 31, 2023, the Company's subsidiary operations in Thailand incurred $714,331 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $142,866 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company's subsidiary is registered in Malaysia and is subject to the tax laws of Malaysia.

As of March 31, 2023, the operation in the Malaysia incurred $2,708 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $650.

Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 consist of the following:

Schedule of Deferred Tax Assets and Liabilities
	June 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Deferred tax assets:
Software intangibles (U.S)	$	150,465		$	150,465		$	150,465		$	261,555
Deferred Stock Compensation (U.S.)		5,864,670			5,864,670			5,864,670			7,539,329
ROU net liability								—			248
Net operating loss carryforwards
- United States		3,356,630			1,875,143			5,914,766			4,791,994
- Singapore		504,040			272,937			1,078,354			975,690
- Vietnam		453,695			260,418			718,701			563,376
- India		—			—			—			—
- Philippines		41,834			—			194,160			144,211
- Indonesia								119,497			85,450
- Thailand								142,866			139,940
- Malaysia								—			—
		10,371,334			8,423,632			14,183,479			14,503,793
Less: valuation allowance		(10,371,334	)		(8,423,632	)		(14,183,479	)		(14,503,793	)
Deferred tax assets, net	$	—		$	—		$	—		$	—

The Internal Revenue Code includes a provision, referred to as Global Intangible Low-Taxed Income ~~(“GILTI”~~("GILTI"), which provides for a ~~10.5~~%10.5% tax on certain income of controlled foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes for basis differences expected to reverse.

The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after ~~remain~~remaining open to examination. We and our subsidiaries are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of ~~June 30,~~March 31, 2023 and December 31, 2022, ~~and 2021,~~ the Company does 0not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ there were 0no penalties or interest recorded in income tax expense.

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in all countries operating in ~~which~~ the ~~Company operates.~~Company. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, $92,206 and ~~2021,~~ $~~$45,762~~8,090 ~~and~~ ~~$3,986~~contributions were made ~~respectively. During the three months ended June 30, 2022 and 2021,~~ ~~$37,672~~ accordingly.~~and~~ ~~$1,925~~ ~~contributions were made respectively.~~

From time to time, ~~the~~a shareholder and director of the Company advanced funds to the Company for working capital ~~purpose.~~purposes. Those advances are unsecured, non-interest bearing and due on demand.

The Company paid and accrued to the ~~directors,~~director and key management personnel, the total salaries of $~~596,119~~242,500 ~~and $-~~0- and $~~163,280~~0 and $~~251,804~~214,843 ~~during the six months ended June 30, 2022 and 2021, respectively.~~

~~The Company paid and accrued to the directors, the total salaries of $378,060~~ ~~and $-~~0- and $~~26,001~~3,520 ~~and $$251,804~~- during the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

The ~~company subsidiaries~~Company issued 159,032 and 363,868 shares of Common stock, at the price of $552,522 and $2,783,594 for the stock based compensation to a key management personnel during the years ended March 31, 2023 and 2022, respectively.

The Company accrued 352,845 shares to directors and key management personnel, the total share option of $1,560,351 and $0 during the years ended March 31, 2023 and 2022, respectively.

The Company subsidiary paid their ~~one~~sole officer, total professional fee of $~~5,599~~2,624 and $~~8,316~~4,448 ~~during the six months ended June 30, 2022 and 2021, respectively.~~

~~The company subsidiaries paid their one officers, total professional fee of $1,151~~ ~~and $4,752~~ during the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

The Company paid and accrued to its shareholders, total professional fee of $~~1,328,010~~200,000 and $~~150,000~~0 and $~~70,000~~155,417 and $~~230,785~~33,851 ~~during the six months ended June 30, 2022 and 2021, respectively.~~

~~The Company paid and accrued to its shareholders, total professional fee of $1,151,592~~ ~~and $150,000~~ ~~and $77,080~~ ~~and $230,785~~during the three months ended ~~June 30,~~March 31, 2023 and 2022, respectively. Including in the above the Company issued 196,078 shares of $200,000 and ~~2021,~~$0 during the three months ended March 31, 2023 and 2022, respectively.

~~The Company issued 370,000 shares to related parties for total professional fee of $1,060,500~~ ~~and $~~0 ~~during the thee and six months ended June 30, 2022 and 2021, respectively.~~

~~The Company issued 316,092 shares to related parties for total salaries of $899,996and $~~0 ~~during the thee and six months ended June 30, 2022 and 2021, respectively.~~

On May 20, 2022, the Company’s has internal restructuring of SOPA Technology Company Limited portion, who was previously under 100% holding of SOPA Technology Pte. Ltd., effectively 95% under Society Pass Incorporated, now 100% holding of Leflair Incorporated, effectively 100% under Society Pass Incorporated.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated unaudited condensed ~~consolidated~~ financial statements, the Company has no other significant or material related party transactions during the periods presented.

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~respectively, the ~~customers~~customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances, ~~at period-end dates,~~ are presented as follows:

Schedule of concentrations of risk
	Three months ended June 30, 2021					June 30, 2021		Three months ended March 31, 2023					March 31, 2023
Customers	Revenues		Percentage of revenues			Accounts receivable
Customer								Revenues		Percentage of revenues			Accounts receivable
Customer A	$	7,009		88.11	%	$	—	$	952,665		46.64	%	$	321,094

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, the vendors who~~there is no vendor accounts for 10% or more of the Company’s ~~hardware purchases and software~~ cost ~~and its outstanding payable balances as at period-end dates, are presented as follows:~~

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors affecting the credit risk of specific customers, historical trends and other information.

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND, SGD, PHP, INR, IDR, MYR and ~~INR~~THB and a significant portion of the assets and liabilities are denominated in VND, SGD, INR, IDR, MYR and ~~INR.~~THB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND, SGD, PHP, INR, IDR, MYR and ~~INR.~~THB. If VND, SGD, PHP, INR, IDR, MYR and ~~INR depreciates~~THB depreciate against US$, the value of VND, SGD, PHP, INR IDR, MYR and ~~INR~~THB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose us to substantial market risk.

The ~~Company’s~~Company's operations are conducted in the Republic of Vietnam. Accordingly, the ~~Company’s~~Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in ~~the~~ Vietnam, and by the general state of ~~the~~ Vietnam economy.

The ~~Company’s~~Company's operations in ~~the~~ Vietnam and India are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The ~~Company’s~~Company's results may be adversely affected by changes in the political and social conditions in Vietnam and India, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

On December 27, 2022, the Company ~~has no material commitments or contingencies .~~

~~The Company has issued warrant pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant entitles the holder to purchase two (2) common shares at a price of~~ ~~$168~~ per share. The warrants shall be exercisable on or before December 31, 2020 and June 30, 2021, respectively. On April 19, 2021, the Company extended the termination date of the Warrant issued to the Preferred Series C-1 holder by six months from the expiration date of June 30, 2021 to December 31, 2021. On November 16, 2021, the Company has further extended the termination date until June 30, 2022. The Company considers this warrant as permanent equity per ASC Topic 815-40-35-2, since the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related to warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to accumulated paid-in capital.

In February 2018, the Company entered into MOU with Connect Investment Pte Ltd (Enter Asia) for capital alliance for approximately 27% of shareholdings in the Company. Further, in August 2018, the said MOU was modified and shareholding was revised from 27% to 10% in the Company. However, subsequently in October 2020, it was agreed between both the parties to cease the said MOU with the understanding that there is no current and future obligation with either of them i.e., neither Enter Asia to make investment in the Company nor the Company to issue shares to Enter Asia. Further, the Enter Asia is going to get the shares of the Hottab Holdings Ltd (HHL) for the amount so far invested in the Company and therefore the amount due to Enter Asia is reclassified into the amount due to shareholder “Hottab Holdings Ltd”.

~~In January 2019, the HPL~~ entered into stock purchase agreement ~~and accelerator contract~~with PT Wahana Cerita Indonesia to acquire 100% equity interest for ~~equity (ACE) with SOSV IV LLC (SOSV) whereby the HPL will issue shares representing 5% of their capital stock for the amounts of~~ ~~$168,000~~ ~~in three tranche (a) SOSV to pay to the HPL~~ ~~$75,000~~ ~~for integration of Mobile Only Accelerator (MOX) software development kit, (b) SOSV to pay on behalf of the HPL~~ ~~$48,000~~ ~~upon MOX successful application and setting up subsidiary, and (c) SOSV to pay on behalf of the HPL~~ ~~$45,000~~ ~~for setting program for services. The Company received first tranche of~~ ~~$75,000~~ only and thereafter no other two tranche received by the HPL, however, the outcome of the deal did not results success and so later the HPL have not issued any shares to the SOSV, therefore the arrangement amount of $75,000 accounted as loan from SOSV. On February 2, 2021, the Company sent the legal letter to the SOSV intimating that the Company acquired HPL by issuing ~~117,000~~ ~~preferred stock series C to Hottab Holding Limited for the~~ ~~100%~~ ~~acquisition of HPL. As of June 31, 2022 and December 31, 2021, the Company had a total of~~ ~~$75,000~~ ~~and $75,000, outstanding on this account, respectively. (see below for legal update)~~

~~The Company carries various service contracts on its vendors for repairs, maintenance and inspections. All contracts are short term and can be cancelled.~~

On May 28, 2021, the Company entered into a business cooperation agreement with Paytech Company Limited (Strategic Partners) to provide payment integration and loyalty services to the platform that allows merchants to process transactions with consumers. As of date, this program have not started and are expected to commence later in 2022 or in 202.

On August 15, 2021, the Company entered into a business cooperation agreement with Rainbow Loyalty Company Limited (Strategic Partners) to provide loyalty services for merchants on the platform. As of June 30, 2022, this program has not started and is expected to commence in the latter part of 2022 or early 2023.

On May 26, 2021, the company entered into a business cooperation agreement with TikiNow Smart Logistic Limited Company to provide warehouse service, packing service, delivery service and payment collection of online orders that paid by cash (COD). This agreement has been implemented since effective on October 1, 2021.

On May 15, 2021, the company entered into a business cooperation agreement with AsiaPay Company Limited (Partner) to provide payment gateway service for customers who make payment by credit cards on the platform. This agreement has been implemented effective September 7th, 2021.

On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as Consultant to assist the Company in completing certain Business Opportunities with potential partners until February 28, 2023. The consideration of the service are $3,250,000 and $3,190,000.

~~On April 1, 2017 the Company entered into~~ an ~~at-will employment agreement with Dennis Nguyen, its Chairman and Chief Executive Officer. The Employment Agreement provides for a monthly salary of $40,000; provided that until the Company has adequate reserves to pay Mr. Nguyen’s salary, he may convert any unpaid salary into common stock of the Company at a share~~aggregate purchase price equal to $US$~~250~~ ~~per share. Mr. Nguyen is also entitled to an annual cash bonus of $250,000~~; provided that until the Company has adequate reserves to pay Mr. Nguyen’s annual bonus, he may convert any unpaid bonus into common stock of the Company as described above. This provision was inserted into the employment agreement to compensate Mr. Nguyen in stock, at his option, and was to remain operable only until the Company has sufficient cash to pay him his salary in cash. From July 2021 until now, the Company’s cash balance has been at least $1 million and the Company has paid Mr. Nguyen his salary in full in every month from July 2021 until now. As a result of these facts, the conversion feature in Mr. Nguyen’s contract became inoperable as of July 1, 2021 and Mr. Nguyen no longer has the option to convert unpaid salary into the Company’s shares. On October 25, 2021, the Company has also amended Mr. Nguyen’s contract to delete the conversion feature to make clear the conversion feature will not be operable in the future. Therefore, the Company will not accrue any expense. Mr. Nguyen is also entitled to participate in all of the other benefits of the Company which are generally available to office employees and other employees of the Company. Mr. Nguyen is not entitled to any severance pay.

On September 1, 2021 the Company entered into a 5-year employment agreement with Raynauld Liang, its Chief Financial Officer and Singapore Country General Manager. The employment agreement provides Mr. Liang with compensation of (i) an annual base salary of $~~240,000~~; (ii) an annual discretionary incentive cash bonus with a minimum target of 25% of base salary; (iii) 814,950 shares of the Company’s common stock (taking into account the Company’s stock split 1:750 and reverse stock split 1:2.5), of which 651,960 shares are subject to vesting over a two-year period; and (iv) all other executive benefits sponsored by the Company. If a change of control of the Company occurs and if at the time of such change of control the Company’s common stock is trading at a price that is double the initial public offering price, then Mr. Liang will be entitled to a cash bonus equal to three (3) times his base salary. If Mr. Liang is terminated other than for cause or resigns for good reason, he will be entitled to receive continued base salary until the earlier of (x) the anniversary date of such termination and (y) the end of the 5-year term of the employment agreement; provided, however, if the termination is after September 1, 2022, then the period set forth in clause (x) shall be 18 months from the date of the employment agreement. ~~Mr. Liang may terminate his employment agreement at any time other than for good reason with 30 days’ notice to the Company.~~

~~On November 16, 2021, the Board of Directors awarded Dennis Nguyen a 10-year option to purchase~~ ~~1,945,270~~ ~~shares of the Company’s common stock at an exercise price of $6.49~~ ~~as the settlement for accrued and unpaid bonuses.~~

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

~~The litigation docket of Carmel, Milazzo & Feil LLP (the Company’s outside counsel) discloses the following actual, pending or threatened litigation for the Company:~~

~~Supreme Court of the State of New York, County of New York, Index 656956/2019~~

~~Supreme Court of the State of New York, County of New York, Index 656938/2019~~

~~Supreme Court of the State of New York, County of New York, Index 651015/2020~~

~~The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County.~~

Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.

~~In one of those actions, a~~ former employee claims entitlement to compensation and a bonus totaling $566,000 and 39,000-58,500 shares of Company common stock, together with costs. The Company responded to the complaint and also asserted counterclaims in the proceeding for $1,500,000 to $4,000,000 plus punitive damages, together with interest and costs, arising from, inter alia, the former employee’s breach of contract, unfair competition, misappropriation of trade secrets and breach of fiduciary duty. The former employee has responded to the Company’s counterclaims and this action is in the discovery phase of the litigation.10,000

~~In the other employment action, another~~ ~~former employee claims entitlement to salary payments~~ and expense reimbursement in the amount of $122,042.60, plus liquidated damages, together with costs. This former employee also claims entitlement to 516,300 to 760,800 shares of the Company’s common stock. In addition, this action also includes claims by a plaintiff-entity alleging entitlement to $8 million in shares of the Company’s Series A Preferred stock. The Company responded to the complaint and also asserted counterclaims against the former employee in the proceeding for $1,500,000 to $2,000,000 plus punitive damages, together with costs, arising from, inter alia, the former employee’s breach of contract, breach of fiduciary duty, tortious interference and fraud. The former employee has responded to the Company’s counterclaims and this action is still in the discovery phase of litigation.

The third case also involves one of those former employees; therein, a Company affiliate filed suit in February 2020 seeking enforcement, by way of specific performance, of an agreement which entitles the affiliate to purchase all of the 99 percent of the shares of the plaintiff-entity which alleges entitlement to $8 million in shares of the Company’s Series A Preferred Stock in one of the employment actions described above. The former employee has responded to the Company’s complaint in this action with a motion to dismiss, which was later withdrawn by same, and then by way of an answer without counterclaims. The judge assigned to this action has announced his retirement at the end of the calendar year; it is unclear to whom the case will be assigned in the future.

The Company was in an AAA arbitration defending allegations of breach of an agreement. The Demand for Arbitration therein, dated August 25, 2020, asserts that the Petitioner, an LLC, had an agreement with the Company and its CEO granting the Petitioner the right to require the Company to redeem certain common stock in the Company for a cash payment.

The Demand alleges that the Petitioner submitted a Redemption Notice, as required under the alleged agreement, obligating the Company to redeem the shares. The Demand alleges that the failure of the Company to redeem the shares and pay Petitioner further obligates the Company to provide additional common stock to the Petitioner. ~~The amount alleged to be due to the Petitioner as of July 31, 2020 was said to be $590,461.94 and growing daily while~~ the number of ~~additional~~Company’s shares of restricted common stock ~~shares alleged to be due to Petitioner as of July 31, 2020 was said to be 283,417,033 and growing, daily.~~

The Company has submitted a total and general denial of the allegations of the Demand. The matter has been assigned to an arbitrator and a Preliminary Hearing and Scheduling Order was issued in or around November 9, 2020. Dispositive motions were due at the end of January 2021 but otherwise this matter was in the discovery phase with any Final Hearing before the arbitrator tentatively scheduled for mid-September 2021. On May 21, 2021, the Company agreed to settle the matter for the sum of $~~550,000. No additional shares were included in the settlement agreement. The settlement sum is required to be paid in two tranches, with~~ ~~$250,000~~ ~~to have been paid on or before May 28, 2021 and the remaining $300,000 to be paid on or before June 30, 2021. The Company made the first payment of~~ ~~$250,000~~ ~~on May 25, 2021 and intends to complete the settlement sum as provided under the settlement agreement by paying the remaining~~ ~~$300,000~~ ~~on or before June 30, 2021. In connection with the settlement, the Company recognized litigation settlement expense of $550,000, which was fully paid during the year ended December 31, 2021.~~

On or about March 5, 2021, SOSV IV LLC (“SOSV”) sent a demand letter to the Company in regard to its investment in Hottab Pte. Ltd. (“Hottab”). Thereafter, SOSV filed suit in the District Court for New Jersey on June 10, 2021.

In this lawsuit, SOSV alleges that it entered into an investment arrangement with Hottab in which SOSV was to receive five percent (5%) of the common stock of Hottab and entered into an Accelerator Contract for Equity (the “ACE”) pursuant to which it alleges to have invested a sum of $~~168,000~~ with Hottab. These events are alleged to have taken place prior to the Company’s acquisition of Hottab. SOSV alleges that the Company subsequently acquired all of the outstanding shares of Hottab, which it alleges triggered a liquidity event clause under the ACE requiring the Company, by way of its ownership of Hottab, to pay SOSV twice its investment, or $~~336,000~~.

SOSV further alleges that subsequent to a term sheet between the Company and Hottab being executed, the Company entered into an agreement to purchase one hundred percent (100%) of the issued and outstanding shares of Hottab from Hottab Holdings Limited (“Hottab Holdings”). As SOSV does not have any interest in Hottab Holdings, it alleges it did not receive any consideration as allegedly provided under the ACE.

Upon these allegations, SOSV asserts causes of action sounding in fraudulent misrepresentation/concealment, breach of contract, breach of the covenant of good faith and fair dealing, quantum meruit and/or unjust enrichment, promissory estoppel, oppression of minority shareholder, and breach of fiduciary duties. SOSV seeks damages in the amount of ~~$336,000~~ ~~in addition to damages~~ equal to the value of SOSV’s alleged equity in Hottab or in the alternative shares of the Company in an amount equal to SOSV’s ownership interest in Hottab at the time of the purchase of Hottab’s shares from Hottab Holdings.

Initially, SOSV filed suit in the District Court for New Jersey on June 10, 2021. SOSV voluntarily dismissed its New Jersey lawsuit and on October 29, 2021, re-filed the action in the Southern District of New York. The Southern District of New York lawsuit was also voluntarily dismissed by SOSV. SOSV has recently re-filed the suit in the Supreme Court of the State of New York, County of New York. The most recently filed complaint contains largely similar allegations and asserts causes of action sounding in fraudulent misrepresentation/concealment, intentional interference with contract, breach of the implied covenant of good faith and fair dealing, quantum meruit/unjust enrichment, oppression of minority shareholder, breach of fiduciary duty, and recission (or in the alternative declaration of ownership interest). The most recently filed complaint demands $336,000 and damages equal to the value of SOSV’s alleged ownership interest in Hottab, or alternatively an Order compelling the issuance of shares in SoPa in an amount equal to Plaintiff’s ownership interest in Hottab at the time of the Agreement of Purchase and Sale. SOSV also seeks disgorgement, though this does not include any pertinent dollar figure.

The Company denies the accusations of SOSV and intends to vigorously defend this matter. As the lawsuit is still in the pleadings stage, we are unable to prognosticate a likelihood of success. The Company reserved a provision for $~~75,000~~25,000 ~~legal fee in this lawsuit.~~

~~As of June 30, 2022, the Company had a total of $240,981~~ ~~outstanding in legal fees to its attorneys related to these matters.~~

~~As of June 30 2022, the Company expects no possible loss from these legal proceedings and no provision is accrued accordingly.~~

In accordance with ASC Topic 855, “"Subsequent Events”", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated all events or transactions that occurred after ~~June 30, 2022,~~March 31, 2023, up through ~~August 17, 2022~~May 8, 2023, the Company issued the unaudited condensed consolidated financial statements.

On July 7, 2022, the Company, through its wholly-owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation (the “Buyer"), acquired from AdActive Media Group, Inc., a Delaware corporation (the “Seller”), (i) all of the outstanding capital stock of AdActive Media CA, Inc., a California corporation (the “CA Sub”), and (ii) 99.75% of all of the outstanding capital stock of Thoughtful Thailand Limited, a Thailand corporation. ~~The consideration paid to the Seller by~~April 11, 2023, the Company and its subsidiary entered into stock purchase agreement with Mekong Leisure Travel Joint Stock Company to acquire 100% equity interest for an aggregate purchase price equal to US$164,149 with the ~~Buyer, included in a Stock Purchase Agreement, among the Company, Buyer~~component of cash and ~~Seller (the “Stock Purchase Agreement”), was~~ ~~609,327~~ ~~shares~~number of ~~the~~ Company’s common stock. ~~The~~

On April 17, 2023, the Company ~~also issued the Seller a warrant, expiring on~~ ~~July 7, 2023~~,offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants or rights to purchase ~~203,109~~ ~~shares~~common stock or preferred stock, or any combination of the ~~Company’s common stock at an exercise price~~foregoing, either individually or as units comprised of $~~2.1335. The Company also assumed two loans, with a principal balance of $300,000~~ ~~not including interest, payable by the Seller and the CA Sub (“Assumed Liabilities”). The Seller, however, agreed to indemnify the Company if the Parent~~one or ~~Buyer make payments for any liabilities~~more of the ~~Buyer~~other securities, having an aggregate initial offering price not exceeding $50,000,000.

On May 1, 2023, Patrick Soetanto, 51, transitioned to the role of, and ~~the CA sub greater than $700,000, including the Assumed Loans.~~was appointed as, Chief Operating Officer of Society Pass Incorporated (“SOPA”) replacing Pamela Aw-Young who resigned as Chief Operating Officer on May 1, 2023. Ms. Aw-Young will continue to work with SOPA on special projects related to acquisitions.

~~On July 1, 2022, the Company through the subsidiary “Leflair Incorporated” issued a warrant to purchase~~ ~~5,900,000~~ shares of our common stock to Sopa Capital Limited, an entity that is owned by our Chairman and officers of SoPa, for services to be provided by Sopa Capital Limited for identifying sources of investment capital for the Company and identifying merger candidates among other services. The warrant gives such entity the right to purchase the 5,900,000 shares of our common stock at a purchase price of $~~0.60, shall not be effective until October 1, 2022, and shall expire on July 1, 2027.~~

~~On July 20, 2022,~~ the Company, through its wholly-owned subsidiary, New Retail Experience Incoroproated, a Philippines corporation (“ the Buyer”) acquired Mangan PH Food Delivery Services Corp., a corporation registered in Philippines at a consideration price of US$~~400,000. The consideration price will be settled by US$132,000~~ ~~in cash and $268,000~~ ~~in Company share at issued date price. On July 19, 2022, the Company has issued~~ ~~69,072~~ ~~shares to settle first tranche US$134,000~~ ~~at US$1.94~~ ~~per share.~~

Item 2. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q contains forward-looking statements rather than historical facts that involve risks and uncertainties. You can identify these statements by the use of forward- looking words such as ~~“may,” “will,” “expect,” “anticipate,” “estimate,” “continue”~~"may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this ~~“Report”~~"Report"), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as filed with the SEC on March ~~30, 2022, Quarterly Report on Form 10-Q for the three months ended March 31, 2022, as filed with the SEC on May 17, 2022,~~23, 2023, and other reports that we file with the SEC from time to time.

References in this Quarterly Report on Form 10-Q to ~~“us”~~"us", ~~“we”~~"we", ~~“our”~~"our" and similar terms refer to Society Pass Incorporated.

We ~~acquire~~are, through the acquisition and ~~operate~~operation of e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, ~~including but not limited to Society Technology LLC, SOPA Technology Pte Ltd, SOPA Cognitive Analytics Pte Ltd, SOPA Technology Co Ltd, HOTTAB Pte Ltd~~building the next generation digital ecosystem and ~~HOTTAB~~loyalty platform in Southeast Asia (“SEA”) primarily Singapore, Thailand, Indonesia, Vietnam ~~Co Ltd. Along with HOTTAB Asset Vietnam Co Ltd (currently wholly-owned~~and the Philippines.

The companies by one employee of HOTTAB Vietnam Co Ltd and contractually operated by HOTTAB Vietnam Co Ltd), Leflair Incorporated, Push Delivery Pte Ltd, New Retail Experience Incorporated (“NREI”), and Dream Space Co., Ltd (“Dream Space”), Gorilla Networks Pte Ltd (“Gorilla Net”), Gorilla Mobile Pte Ltd (“Gorilla Mob”). These fourteen companiesthe Company form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in ~~Vietnam, Philippines and Singapore~~SEA while maintaining an administrative headquarters in Singapore and a software development center ~~which was located~~ in India but is transitioning to a location in SEA. In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). We acquired NREI and Dream Space in February 2022 and have integrated the ~~Leflair Assets, NREI and Dream Space into the Society Pass corporate structure and ecosystem. Society Pass Incorporate acquired Gorilla Net and Gorilla Mob in May 2022 under Society Pass Incorporated.~~Philippines. We continue to expand our e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications with particular focuses on ~~the VIP countries (Vietnam,~~Vietnam, Thailand, Indonesia and ~~Philippines)~~the Philippines of SEA. Material acquisitions include:

~~Our business currently comprises of the following five~~Operating in SEA, we are focused on six operating verticals: loyalty, lifestyle, grocery and food delivery, merchant software, telecommunication reseller, and loyalty. Lifestyle includes Leflair App and Leflair.com website; Grocery and food delivery (“F&B”) includes Pushkart App, Pushkart.ph website, Handycart App, and Handycart.vn website. The merchant software segment includes #HOTTAB Biz App, #HOTTAB POS App and Hottab.net website. Telecommunication reseller business includes Gorilla App and Gorilla.com website. The loyalty vertical includes Society Pass App and SoPa.asia website. In addition, in the third quarter we acquired companies in the travel andtelecommunications, digital media ~~verticals. These current four~~ and ~~prospective e-commerce interfaces are collectively referred to in this Quarterly Report as the “Platform”.~~travel.

The Company spent over two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants. Using our loyalty platform, which we plan to introduce in 2023, consumers may earn, and merchants may issue, Society Points. The Company will aggregate the data across various touch points and build a realistic view or consumer behavior and use this behavior to increase sales across our ecosystem by: cross-pollinating acquired companies with other existing verticals, customer re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue.

The Company has developed an online lifestyle platform (the "Lifestyle Platform") under its own brand name of "Leflair" to enable consumers to purchase high-end brands in many categories. Using the Company's smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer's home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the Company's logistics center.

Other online platforms include online platforms in Vietnam, under the brand name of "Handycart", and Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area.

The Company operates a Singapore-based online telecommunication reseller platform under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting.

The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company's e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG's wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.

The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The Nusatrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, Nusatrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.

Our loyalty-focused and data-driven e-commerce marketing platform interfaces will connect consumers with merchants in the F&B and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our Platform ~~integrates~~will integrate with both global and country-specific search engines and applications and ~~accepts~~accept international address and phone number data, providing a consumer experience that respects local languages, address formats and customs. Our plan is to have Strategic Partners ~~(as defined below)~~ work with us to penetrate local markets, while our Platform allows effortless integration with existing technological applications and websites.

Leflair.com website and Leflair App are marketed in Vietnam. Pushkart.ph website and Pushkart App are marketed in Philippines. Handycart.vn website and Handycart App are marketed in Vietnam. Gorilla App and Gorilla.com website are marketed in Singapore.

Branded as “#HOTTAB”, our merchant software business helps merchants increase revenues and streamline costs with an online and multilingual store front, fully integrated POS software solution, joint marketing program, payment infrastructure, loyalty administration, customer profile analytics, and SME financing packages. Through #HOTTAB Biz App, #HOTTAB POS and Hottab.net merchant administration website interfaces, #HOTTAB functions both online and offline and facilitates transactions, orders, voucher redemption, and rewards. Merchants only need a smart device in order to quickly access our #HOTTAB product ecosystem. In addition, our Customer Care department provides attentive after-sales service.

~~The Hottab.net admin website and #HOTTAB Biz App, #HOTTAB POS APP are marketed in both Vietnam and Indonesia.~~

As of ~~August 17, 2022~~May 12, 2023, we have onboarded over ~~1.6~~3.3 million registered consumers and over ~~5,500~~650,000 registered merchants on our Platform.

The ~~current outbreak~~spread of COVID-19 ~~has globally resulted in loss~~and the developments surrounding the global pandemic have had and may continue to have significantly negative impacts on all aspects of ~~life,~~our business, ~~shutdowns, restrictions~~including negative effects on our travel and ~~widespread cancellation~~digital media verticals . In response to the pandemic, many governments around the world implemented a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social ~~gatherings. The~~distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.

We cannot predict the extent to which any lingering effects of the COVID-19 pandemic ~~impacts~~may affect our future business ~~will depend~~or operating results, which is highly dependent on inherently uncertain future developments, ~~which are highly uncertain and cannot be predicted at this time, including:~~

~~In addition,~~ the ~~current outbreak~~severity of outbreaks of COVID-19, ~~has~~the effects of new variants, the actions taken by governments and private businesses in relation to COVID-19 containment, the availability, deployment and efficacy of vaccines, and the transition from COVID-19 being a pandemic to an endemic illness. In geographies where we, our customers or our employees operate, health concerns and political or governmental developments in response to COVID-19 have resulted in, ~~a widespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the future. Such events have impacted,~~ and could in the future ~~impact, demand for merchants and consumer purchase patterns,~~result in, economic, social or labor instability or prolonged contractions in the industries in which our customers operate, slowdowns in ~~turn, could adversely affect~~ our ~~revenue and~~product development efforts, or other effects that may have a material adverse effect on our business or our results of ~~operations.~~

~~Since the onset of the COVID-19 pandemic in March and April 2020, all our POS merchant clients are affected by COVID-19 measures for F&B to temporary stop restaurant dine ins.~~

~~With the ongoing pandemic, Company faces challenges in our operation as follows;~~

The spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as we determine are in the best interests of our employees, customers, and other business partners. We are monitoring the global outbreak of the pandemic, in SEA, especially Vietnam and are taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. See “Risk Factors--Our business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business.

Our ability to compete depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability to improve proven applications for established markets in which we have competitive advantages. We intend to work closely with our customers to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications.

Our software and development team is responsible for the design enhancements, development, testing and certification of the Application. In addition, we may, in the future, utilize third parties for our automated testing, managed upgrades, software development and other technology services.

We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights. Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks, copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our ability to protect our intellectual property and proprietary technologies.

Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.

Our corporate website address is www.thesocietypass.com. The website for our loyalty marketplace is www.sopa.asia. The information included on our websites are not part of this prospectus.

The following table sets forth certain operational data for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
	2022			2021			2022			2021			2023			2022
Revenue,net	$	499,062		$	7,783		$	944,152		$	17,289
Revenue, net													$	2,042,580		$	445,090
Cost of revenue		(499,200	)		(86,562	)		(959,083	)		(104,857	)		(1,356,343	)		(459,883	)
Gross loss		(138	)		(78,779	)		(14,931	)		(87,568	)
Gross income (loss)														686,237			(14,793	)
Less operating expenses:
Sales and marketing expenses		(253,290	)		(41,284	)		(449,392	)		(42,184	)		(130,664	)		(196,102	)
Software development costs		(17,320	)		(36,828	)		(36,868	)		(66,989	)		(13,919	)		(19,548	)
Impairment loss		—			—			(528,583	)		(200,000	)		—			(528,583	)
General and administrative expenses		(7,345,364	)		(4,167,802	)		(13,186,062	)		(6,121,899	)		(5,991,886	)		(5,840,698	)
Total operating expenses		(7,615,974	)		(4,245,914	)		(14,200,905	)		(6,431,072	)		(6,136,469	)		(6,584,931	)
Loss from operations		(7,616,112	)		(4,324,693	)		(14,215,836	)		(6,518,640	)		(5,450,232	)		(6,599,724	)

Other income (expense):
Interest income		6,027			10			6,072			16			39,986			45
Interest expense		(384	)		(12,157	)		(4,429	)		(24,214	)		(352	)		(4,045	)
Loss on settlement of litigation		—			—			—			(550,000	)
Gain on early lease termination														1,064			—
JV income														3,148			—
Other income		24,672			992			38,293			1,747			16,787			13,621
Total other expense		30,315			(11,155	)		39,936			(572,451	)		60,633			9,621
Loss before income taxes		(7,585,797	)		(4,335,848	)		(14,175,900	)		(7,091,091	)		(5,389,599	)		(6,590,103	)
Income taxes		(797	)		(6,903	)		(2,099	)		(8,640	)		(614	)		(1,302	)
NET LOSS	$	(7,586,594	)	$	(4,342,751	)	$	(14,177,999	)	$	(7,099,731	)	$	(5,390,213	)	$	(6,591,405	)

Revenue. We generated revenues of ~~$499,062~~$2,042,580 and ~~$7,783~~$445,090 during the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021 respectively. During the six month ended June 30, 2022 and 2021 we generated revenue of $944,152 and $17,289~~ respectively. The significant increase in revenue for the three months ~~and six month~~ periods was mainly due to an increase in the sales from our e-commerce online ~~platforms~~platform and newly acquired ~~subsidiaries.~~business in digital media and travel verticals.

During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the following customer exceeded 10% of the ~~Company’s revenues:~~

~~For the three months ended June 30, 2022 and 2021, the customers who accounted for 10% or more of the Company’s~~Company's revenues and its outstanding receivable balances at year-end dates, are presented as follows:

	Three months ended June 30, 2022					Three months ended March 31, 2023					March 31, 2023
Customer	Revenues		Percentage of revenues			Revenues		Percentage of revenues			Accounts receivable
Customer A	$	392,739		78.70	%	$	952,665		46.64	%	$	321,094
Customer B	$	73,876		14.80	%

Cost of Revenue. Cost of revenue was ~~$499,200~~$1,356,343 and ~~$86,562 during~~$459,883 for three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021~~ respectively. ~~During the period of six months ended June 30, 2022 and 2021, we incurred~~Our cost of revenue increased was ~~$959,083~~the result of increased sales from our digital media and ~~$104,857 respectively. Cost~~travel verticals.

For the three months ended March 31, 2023 and 2022, no vendor accounted for 10% or more of the Company's cost of revenue and its outstanding payables balances, are presented as follows:

Gross Income (Loss) We recorded a gross income of $686,237 and a gross loss of $14,793 for the three months ended March 31, 2023 and 2022, respectively. The turnaround from gross loss to gross profit is due to increased gross income from revenue from e-commerce and our newly acquired digital media and travel verticals. Gross income margin is 34% and gross loss margin of 3% for the three months ended March 31, 2023 and 2022, respectively. Improved in gross margin for the three months period ended March 31, 2023 is due to higher profit margin arising from newly acquired businesses in the third quarter of 2022.

Sales and Marketing Expenses ("S&M"). We incurred S&M expenses of $130,664 and $196,102 for the three months ended March 31, 2023 and 2022, respectively. The decrease in S&M expense in 2023 is primarily ~~as a result of~~attributable to the ~~increased sales and the~~planned cost ~~of logistic.~~

~~For the six months~~ ~~ended June 30, 2022 and 2021, only one vendor accounted for 10% or more of the Company’s hardware purchases and software costs:~~

For the three months ended June 30, 2022 and 2021, the vendors who accounts for 10% or more of the Company’s hardware purchases and software cost its outstanding payable balances as at year-end dates, are presented as follows:

~~Gross Loss~~. We recorded a gross loss of $138 and $78,779 for three months ended June 30, 2022 and 2021 respectively. During the six months ended June 30, 2022 and 2021, we recorded a gross loss of $14,931 and $87,568 respectively. The decrease in gross loss is due to increased revenue from e-commerce and our newly acquired telecommunication reseller business.

~~Sales and Marketing Expenses (“S&M”)~~. We incurred S&M expenses of $253,290 and $41,284 for the three months ended June 30, 2022 and 2021 respectively. During the six months ended June 30, 2022 and 2021, we have incurred S&M expenses of $449,392 and $42,184 respectively. The increase in S&M expense in 2022 is primarily attributable to the increased in sales activity and the related promotion expenses related needed for new merchants joining our e-commerce platform. Further, there was an increase in marketing cost in 2022 to attract the attention of customers to our e-commerce platform.

Software Development Cost ~~(“SDC”~~("SDC"). We incurred SDC expenses of ~~$17,320~~$13,919 and ~~$36,828~~$19,548 for three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021 respectively. During the six months ended June 30, 2022 and 2021, we incurred SDC expenses of $36,868 and $66,989~~ respectively. The decrease in SDC in ~~2022~~2023 is primarily attributable to the restructuring of our technology development team.

Impairment Charge ~~(“IC”~~("IC"). We incurred impairment charges of ~~$528,583~~$0 and ~~$200,000 for the six months ended June 30, 2022, and 2021, respectively. No impairment charge was incurred~~$528,583 for the three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021.~~respectively. The ~~increase~~charge in 2022 is primarily attributable to the impairment of goodwill related to the acquisition of the ~~NREI~~New Retail Enperience Incorporated’s ecommerce asset in the first quarter of 2022 which was expensed induring the ~~same~~ period due to the short life term of the asset and the quantum of consideration.

General and Administrative Expenses (“("G~~&A”~~&A"). We incurred G&A expenses of ~~$7,345,364~~$5,991,886 and ~~$4,167,802~~$5,840,598 for the three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021 respectively. During the six months ended June 30, 2022 and 2021, we incurred G&A expenses of $13,186,062 and $6,121,899~~ respectively. The ~~increase in~~ G&A is primarily ~~attributable to~~consisting of the ~~increased~~ professional costs associated with ~~cost~~costs related to business ~~acquisition and~~acquisitions, the ~~Company’s filing~~Company's ongoing expenses for its listing on the Nasdaq Stock Exchange, ~~and~~ stock based compensation for ~~services.~~

~~Loss on settlement of litigation.~~ On May 21, 2021, the Company agreed to settle a litigation matter for $550,000 in cash. The settlement was paid in two tranches, with both tranches paid in the second quarter of 2021. In connection with the settlement, the Company recognized litigation settlement expense in the amount of $550,000 in the period ended June 30, 2021. There was no such expenses incurred in the comparative period ended June 30, 2022.

Income Tax Expense. Our income tax expenses for the three months ended ~~June 30,2022~~March 31, 2023 and ~~2021~~2022 was ~~$797~~$614 and ~~$6,903 and for six months ended June 30, 2022 and 2021 was $2,099 and $8,640,~~$1,302, respectively.

Net Loss. As a result of the items noted above, for the three months ended ~~June 30, 2022,~~March 31, 2023, we incurred a net loss of ~~$7,586,594~~$5,390,213 as ~~compare~~compared to the same period ended ~~June 30,2021~~March 31, 2022 of ~~$4,342,751. During the six months ended June 30, 2022 the Group incurred a loss of $14,177,999, as compared to $7,099,731 for the same period ended June 30, 2021.~~$6,591,405. The ~~increase~~decrease in net loss ~~in both periods~~ is primarily attributable to increased ~~general~~gross profit. The net loss for the three months ended March 31, 2023 includes non-cash items including non-cash stock-based compensation for services of $1,886,793 and ~~administrative expenses.~~depreciation and amortization of $863,917.

As of ~~June 30,~~March 31, 2023, we had cash and cash equivalents and restricted cash of $13,827,941, accounts receivable of $858,109, deposits, prepayments and other receivables of $1,942,239, inventories of $229,010 and contract assets of $5,071.

As of December 31, 2022, we had cash and cash equivalents and restricted cash of ~~$28,012,846,~~$19,003,336, accounts receivable of ~~$51,891,~~$951,325, deposits, prepayments and other receivables of ~~$4,549,753 and~~$2,711,042, inventories of ~~$336,476.~~$310,932 and contract assets of $20,310.

~~As of December 31, 2021, we had cash and cash equivalents of $23,264,777, accounts receivable of $52,588, deposits, prepayments and other receivables of $6,094,254 and inventories of $221,068.~~

For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the ~~Company’s stockholders’~~Company's stockholders' equity was ~~$34,587,713~~$15,565,493 which ~~increased~~decreased as a result of ~~additional paid-in-capital partially offset by~~ an increase in accumulated ~~deficit.~~deficit partially offset by additional paid-in-capital. For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company incurred net loss of ~~$14,177,999~~$5,390,213 and net cash used byin operating activities of ~~$5,448,474.~~$4,015,201. Net cash used byin investing activities was ~~$227,873.~~$190,061. Net cash ~~provided by~~used in financing activities was ~~$10,351,413,~~$541,988, resulting principally from the $10,402,891 net proceeds from a public offering and $412,890 of net proceeds from the C1 warrants exercised during the period ended June 30, 2022, partially offset by repayment of the First Insurance Funding loan in the amount of $464,368 during 2022.share buyback exercise.

While the Company believes that it will be able to continue to grow the ~~Company’s~~Company's revenue base and control expenditures, there is no assurance it will be able to do so. The Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the ~~Company’s~~Company's business development activities, general and administrative expenses and growth strategy. We expect to continue to rely on cash generated through financing from public offerings or private offerings ofby our parent company or one or more of our ~~subsidiaries’ securities,~~subsidiaries, to finance our operations and future acquisitions. The Company believes that it has sufficient liquidity to continue its current business plans and ~~operations.~~operations for at least one year.

For the ~~six~~three months ended ~~June 30,~~March 31, 2023, net cash used in operating activities was $4,015,201, which consisted primarily of a net loss of $5,390,213 and a decrease in accrued liabilities and other payables of $2,376,133, partially offset by non-cash stock-based compensation for services of $1,886,793, a decrease in deposits, prepayments and other receivables of $768,803 and depreciation and amortization of $863,917.

For the three months ended March 31, 2022, net cash used in operating activities was ~~$5,448,474,~~$2,560,917, which consisted primarily of a net loss of ~~$14,177,999, partially~~$6,591,405, primarily offset by non-cash stock based compensation for services of ~~$4,208,568,~~$1,856,073, depreciation and amortization of $806,622, impairment loss of $528,583 increase in shares as well as changes in operating assets and liabilities including a decrease in deposits, prepayments and other receivables of ~~$2,470,800, depreciation and amortization of $1,614,617,~~$1,163,776 and a ~~non-cash impairment loss~~decrease in advance to related parties of ~~$528,583.~~

For the six months ended June 30, 2021, net cash used in operating activities was $1,513,720, which consisted primarily of net loss of $7,099,731, partially offset by non-cash stock based compensation for services of $3,507,275, a loss on settlement of litigation of $550,000, depreciation and amortization of $1,604,451 and a non-cash impairment loss of $200,000.$499,352.

We expect to continue to rely on cash generated through financing from public offerings or private offerings of our or one or more of our ~~subsidiaries’~~subsidiaries' securities, to finance our operations and future acquisitions.

For the ~~six~~three months ended ~~June 30,~~March 31, 2023, there was a net cash outflow of $190,061 for purchase of property, plant, and equipment.

For the three months ended March 31, 2022, there was a net cash outflow of ~~$227,873 primarily as~~$225,134 for a ~~result of~~deposit paid for subsidiaries asset acquisition and the purchase of property, plant, and equipment.

~~For the six months ended June 30, 2021, there was a net cash outflow of $200,000 for a deposit paid related to the Leflair asset acquisition.~~

For the ~~six~~three months ended ~~June 30,~~March 31, 2023, net cash used in financing activities was $541,988 for repurchase of common stock.

For the three months ended March 31, 2022, net cash provided by financing activities was ~~$10,351,413,~~$10,532,676, consisting primarily of funds raised from aour follow-on public offering and the exercise of Series C-1 ~~warrants exercised partially offset by repayment of the First Insurance Funding Loan.~~warrants.

For the six months ended June 30, 2021, net cash provided by financing activities was $1,322,505, consisting primarily of funds raised from shareholders for Series C Preferred Stock and warrants exercised.

We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) ~~requiring mandatory audit firm rotation~~ or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.

ASC Topic 280, ~~“Segment Reporting”~~Segment Reporting ("Topic 280") establishes standards for reporting information about operating segments on a basis consistent with the ~~Company’s~~Company's internal organization structure as well as information about geographical areas, business segments and major customers in unaudited condensed consolidated financial statements. The Company currently operates in four reportable operating segments: (i) ~~e-commerce, (ii) Merchant POS, (iii)~~ Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications ~~Reseller.~~Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale ("merchant POS").

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of ~~June 30 2022~~March 31, 2023 and December ~~31, 2021,~~31,2022, the cash and cash ~~equivalent was~~equivalents excluded restricted cash amounted to ~~$28,012,846~~$13,755,377 and ~~$23,264,777,~~$18,930,986, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of ~~$10,780,926~~$6,295,886 and ~~$13,699,082 in parent entity~~$10,431,681 as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. In addition, the Company has uninsured bank deposits of ~~$16,966,211~~$6,879,654 and ~~$9,315,695~~$$12,032,534 with a financial institution outside the U.S as of ~~June 30, 2022~~March 31, 2023 and December ~~2021,~~31, 2022, respectively. All uninsured bank deposits are held at high quality credit institutions.

Accounts ~~receivable~~receivables are recorded at the amounts that are invoiced ~~amount and~~to customers, do not bear interest, ~~which~~and are due within contractual payment terms, generally 30 to ~~90 days~~90-days from completion of ~~service.~~service or the delivery of a product. Credit is extended based on an evaluation of a ~~customer’s~~customer's financial condition, the ~~customer credit-worthiness~~customer's creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for ~~collectibility. At the end of fiscal year,~~collectability. Quarterly, the Company specifically evaluates individual ~~customer’s~~customer's financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company ~~considers the~~records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For ~~the~~ receivables that are past due or not being paid according to payment terms, ~~the~~ appropriate actions are taken to ~~exhaust~~pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. ~~The~~Currently, the Company does not have any off-balance-sheet credit exposure related to its ~~customers. As~~customers, and as of ~~June 30, 2022~~both March 31, 2023 and December 31, ~~2021, the~~2022, there was no need for allowance for doubtful ~~accounts amounted to $-0- and $0, respectively.~~accounts.

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the ~~Company’s~~Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company recorded an allowance for obsolete inventories of ~~$-0-~~$0 and $0, respectively. The inventories ~~was~~ amounted to ~~$336,476~~$229,010 and ~~$221,068~~$310,932 at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

In accordance with the provisions of ASC Topic 360, ~~“Impairment~~"Impairment or Disposal of Long-Lived ~~Assets”~~Assets", all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.

The Company's e-Commerce business~~mainly offers lifestyle platform under the brand name of “Leflair”,~~ is primarily conducted using Leflair's Lifestyle Platform, as follows:-

~~During the six months ended June 30, 2022 and 2021, the Company has generated the revenue of $892,715 and $-0- respectively, in the Lifestyle sector.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated ~~the~~ revenue of ~~$482,410~~$223,517 and ~~$-0-~~$434,141 respectively, in the Lifestyle sector.

The Company's Merchant POSoffers both software and hardware products and services to vendors, as follows:-

~~During the six months ended June 30, 2022 and 2021, the Company has generated $21,890 and $16,954, respectively revenue from software fees.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated ~~$10,941~~revenue of $195 and ~~$7,714,~~$10,949, respectively, ~~revenue~~ from software fees.

The Company records its revenues, net of value added taxes ~~(“VAT”~~("VAT"), which is levied at the rate of 10% on the invoiced value of sales.

Grocery and food delivery consists of online grocery under brand name ~~“Pushkart”~~"Pushkart" and food delivery service under brand name ~~“Handycart”~~"Handycart" as follows:

~~During the six months ended June 30, 2022 and 2021, the Company has generated $23,836 and $-0-, respectively revenue from this stream.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated ~~$8,042~~revenue of $34,085 and ~~$-0-,~~$0, respectively, ~~revenue~~ from this stream.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $14,302 and $0, respectively, from telecommunications.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $1,283,774 and $0, respectively, from this stream.

Online ticketing and reservation provides information, prices, availability, booking services for domestic and international air travel and hotels as follows:

~~During the six months ended June 30, 2022 and 2021, the Company has generated $5,642 and $-0-, respectively revenue from this stream.~~

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company ~~has~~ generated ~~$5,642~~revenue of $486,707 and ~~$-0-,~~$0, respectively, ~~revenue~~ from this stream.

In accordance with ASC 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognizeTopic 606, a contract asset arises when ~~it has fulfilled~~the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract ~~obligation but must perform other obligations before being entitled~~asset becomes a receivable once the Company's right to ~~payment.~~receive consideration becomes unconditional.

There were no contract assets ~~at June 30, 2022~~balance was $5,071 and $20,310 on March 31, 2023 and December 31, ~~2021.~~2022, respectively.

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The ~~Company’s~~Company's contract liability balance was ~~$4,618~~$1,264,725 and ~~$25,229 at June 30, 2022~~$1,405,090 on March 31, 2023 and December 31, ~~2021,~~2022, respectively.

Research and development expenditures inarising from the development of ~~its~~the Company's own software are charged to operations as incurred. For the three months ended March 31, 2023, and 2022, software development costs were $13,919 and $19,548, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release ~~are immaterial. For the six months ended June 30, 2022~~have, to date, been immaterial and ~~2021, the software development costs were $36,868 and $66,989, respectively. For the three months ended June 30, 2022 and 2021, the software development costs were $17,320 and $36,828, respectively.~~have been expensed as incurred.

Cost of sales ~~under~~related to software sales consist of the cost of software and payroll costs, which are directly attributable to the sales of software.

Cost of sales ~~under~~related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.

Cost of sales under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was ~~$253,290~~$130,664 and ~~$449,392~~$196,102 for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively. Advertising expense was $41,284 and $42,184 for the three and six months ended June 30 2021,~~ respectively.

minimal, although it looks at this issue every quarter to continue to support its assertion.

The reporting currency of the Company is the United States Dollar ("US$") and the accompanying consolidated unaudited condensed financial statements have been expressed in US$.s. In addition, the ~~Company’s~~Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong ~~(“VND”~~("VND"), Singapore Dollar ~~(“SGD”~~("SGD"), Indian Rupee ~~(“INR”~~("INR"), Philippines Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and ~~Philippines Pesos (“PHP”~~Indonesian Rupiah ("IDR"), respectively, which are the functional ~~currency as being the primary currency of the economic environment~~currencies in which ~~their~~the subsidiary's operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$,s, in accordance with ASC Topic ~~830-30, “Translation~~830, "Translation of Financial ~~Statement”,~~Statement" ("ASC 830") using the applicable exchange ~~rate~~rates on the balance sheet date. ~~Shareholders’~~Shareholders' equity is translated using ~~the~~ historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive ~~loss~~income (loss) within the unaudited condensed statements of changes in ~~shareholder’s~~shareholder's equity.

Translation of amounts from SGD into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

Translation of amounts from VND into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Period-end VND:US$ exchange rate	$	0.000043	$	0.000043	$	0.000043	$	0.000044
Period average VND:US$ exchange rate	$	0.000044	$	0.000043	$	0.000042	$	0.000044

Translation of amounts from INR into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Period-end INR:US$ exchange rate	$	0.012675	$	0.013450	$	0.01217	$	0.01322
Period average INR:US$ exchange rate	$	0.013126	$	0.013617	$	0.01216	$	0.01329

Translation of amounts from PHP into US$ has been made at the following exchange rates for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Period-end PHP:US$ exchange rate	$	0.018176	$	N/A	$	0.01841	$	N/A
Period average PHP:US$ exchange rate	$	0.019173	$	N/A	$	0.01823	$	N/A

Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

ASC Topic 220, ~~“Comprehensive Income”~~“Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying ~~condensed~~ consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

	Six Months Ended June 30,						Three months ended March 31,
	2022			2021			2023			2022
Net loss attributable to Society Pass Incorporated	$	(14,052,702	)	$	(7,099,731	)	$	(5,294,927	)	$	(6,548,378	)
Weighted average common shares outstanding – Basic and diluted		23,126,643			7,413,600			27,082,849			21,892,111
Net loss per share – Basic and diluted	$	(0.61	)	$	(0.96	)	$	(0.20	)	$	(0.30	)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company recorded the right of use asset of ~~$710,586~~$1,708,658 and ~~$627,968~~$1,537,670 respectively.

The Company follows ~~the~~ ASC 850-10, Related Party Disclosures ("ASC 850") for the identification of related parties and the disclosure of related party transactions.

Pursuant to ~~section 850-10-20~~ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ~~the Fair Value Option Subsection of section 825–10–15,~~ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and ~~Income-sharing~~income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting ~~;parties~~parties might be prevented from fully pursuing its own separate interests.

All other recently issued, ~~standards that are~~but not yet effective, ~~will not have a material impact on its financial position or results of operations upon adoption.~~

In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements The Company has evaluated and the adoption of this standard does not have a material impact on its financial position, results of operations or cash flows.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance to clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU 2021-04 is effective for annual beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements The Company has evaluated and the adoption of this standard does not have a material impact on its financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements, but does not believe that it will have a material affect on its consolidated financial statements.

~~No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our condensed consolidated Financial Statements.~~

Not required under Regulation S-K for ~~“smaller~~"smaller reporting companies.”"

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective at the reasonable assurance level.

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. This lack of segregation of duties leads management to conclude that the Company’s disclosure controls and procedures are not effective to give reasonable assurance that the information required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized and reported as and when required.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over our Exchange Act reporting disclosures.

There were no changes in the ~~Company’s~~Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended ~~June 30, 2022~~March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the ~~Company’s~~Company's internal control over financial reporting.

In the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, ~~“regulatory matters”~~"regulatory matters"). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows.

Our material legal proceedings are described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note ~~23,~~21, "Commitments and Contingencies".

~~As of June 30, 2022, the Company had a total of $240,981 outstanding in legal fees to its attorneys related to these matters.~~

~~Not required under Regulation S-K for “smaller reporting companies.”~~Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in "Part I, Item 1A. Risk Factors" in the Company's Form 10-K filed with the Securities and Exchange Commission on March 23, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC."

~~All unregistered sales of equity during the period covered by this report were included in a Current Report on Form 8-K and are therefore not required to be furnished hereunder.~~None

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Nevada	83-1019155
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SOPA		The NasdaqStock Market LLC

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐☒	Smaller reporting company ☐☒
	Emerging ~~Growth Co~~growth company ☒

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three ~~And Six~~ Months ended ~~June 30,~~March 31, 2023 And 2022 ~~And 2021~~	4
	Condensed Consolidated Statements of ~~Stockholders’~~Stockholders' Equity for the Three ~~and Six~~ Months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~	5
	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months ended ~~June 30,~~March 31, 2023 and 2022 ~~And 2021~~	67
	Notes to Condensed Consolidated Financial Statements	78
Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	5947
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7968
Item 4.	Controls and Procedures	7968
PART II	OTHER INFORMATION	80
Item 1.	Legal Proceedings	8068
Item 1A.	Risk Factors	8068
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	8069
Item 3.	Defaults Upon Senior Securities	8069
Item 4.	Mining Safety ~~Disclosure~~Disclosures	8069
Item 5.	Other Information	8069
Item 6.	Exhibits	8170
SIGNATURES		8271


	Six months ended June 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(14,177,999	)	$	(7,099,731	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1,614,617			1,604,451
Impairment loss		528,583			200,000
Imputed interest		—			24,120
Financing charges – first insurance funding		4,429			—
Loss on settlement of litigation		—			550,000
Stock based compensation for services		4,208,568			3,507,275
Change in operating assets and liabilities:
Accounts receivable		8,699			(38	)
Inventories		(111,060	)		—
Deposits, prepayments and other receivables		2,470,800			(1,689	)
Contract liabilities		(20,611	)		(15,262	)
Accounts payables		104,097			10,793
Accrued liabilities and other payables		436,712			(517,929	)
Advances to related parties		(502,014	)		225,000
Right of use assets		139,420			17,819
Operating lease liabilities		(152,715	)		(18,529	)
Net cash used in operating activities		(5,448,474	)		(1,513,720	)

Cash flows from investing activities:
Purchase of investment assets		—			(200,000	)
Purchase of property, plant, and equipment		(58,901	)		—
Purchase of subsidiary		(200,000	)		—
Cash from purchase subsidiary		31,028			—
Net cash used in investing activities		(227,873	)		(200,000	)

Cash flows from financing activities:
Proceeds from the issuance of preferred stock and exercise of warrants into preferred stock		412,890			1,322,505
Proceeds from public offering, net of offering expenses		10,402,891			—
Repayment of loan		(464,368	)		—
Net cash provided by financing activities		10,351,413			1,322,505

Effect on exchange rate change on cash and cash equivalents		73,003			27,182

NET CHANGE IN CASH AND CASH EQUIVALENTS		4,748,069			(364,033	)
CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR		23,264,777			506,666
CASH AND CASH EQUIVALENT AT END OF PERIOD	$	28,012,846		$	142,633

Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	94
Cash paid for income tax	$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for accrued salaries	$	209,969		$	—
Shares issued to acquire subsidiary	$	883,240		$	—
Shares issued for accrued services	$	119,457		$	—
Impact of adoption of ASC Topic 842 - lease obligation and ROU asset	$	243,186		$	—
Purchase consideration accrued for asset purchase transactions	$	—		$	160,000
Preferred stock issued but amount collected subsequently	$	—		$	251,250


	Three and Six months ended June 30, 2022
		Preferred Stock			Common stock
		Number of share		Amount	Number of shares		Amount		Additional paid-in capital			Accumulated other comprehensive (loss) income			Accumulated deficits			Non-controlling interests			Total equity
Balance as of January 1, 2022		3,500	$	—	19,732,406	$	1,973	$	79,833,290		$	(54,340	)	$	(47,352,456	)	$	(102,784	)	$	32,325,683
Shares issued for services		—		—	116,000		11		1,632,162			—			—			—			1,632,173
Shares issued for accrued salaries		—		—	25,444		3		86,466			—			—			—			86,469
Sale of units in public offering (net of expense)		—		—	3,484,845		348		10,402,543			—			—			—			10,402,891
Shares issued to for business acquisition of New Retail		—		—	226,629		23		799,977			—			—			—			800,000
Share issued upon the exercise of warrant		—		—	160,000		16		356,984			—			—			—			357,000
Share issued for accrued services		—		—	13,273		1		119,456			—			—			—			119,457
Fair value of stock option granted for director’s bonus		—		—	—		—		303,990			—			—			—			303,990
Shares issued to acquire non-controlling interest		—		—	2,497		—		22,470												22,470
Foreign currency translation adjustment		—		—	—		—		—			(42,161	)		—			(3,015	)		(45,176	)
Net loss for the period		—		—	—		—		—			—			(6,548,378	)		(43,027	)		(6,591,405	)
Balance as of March 31, 2022		3,500	$	—	23,761,094	$	2,375	$	93,557,338		$	(96,501	)	$	(53,900,834	)	$	(148,826	)	$	39,413,552
Share issued upon the exercise of warrant		—		—	27,300		3		55,887			—			—			—			55,890
Shares issued for services		—		—	370,000		37		1,694,702			—			—			—			1,694,739
Shares issued for accrued salaries		—		—	29,353		3		61,747			—			—			—			61,750
Shares issued for director’s remuneration		—		—	316,092		32		899,964			—			—			—			899,996
Shares issued to for the business acquisition of Gorilla Group		—		—	40,604		4		83,236			—			—			—			83,240
Fair value of stock option granted for director’s bonus		—		—	—		—		(303,990	)		—			—			—			(303,990	)
Shares issued to acquire non-controlling interest		—		—	—		—		(22,470	)		—			—			—			(22,470	)
Net loss for the period		—		—	—		—		—			—			(7,504,324	)		(82,270	)		(7,586,594	)
Foreign currency translation adjustment		—		—	—		—		—			60,504			—			6,371			66,875
Balance as of June 30, 2022		3,500	$	—	24,544,443		2,454		96,026,414			(35,997	)		(61,405,158	)		(224,725	)		34,362,988


	Preferred Stock			Common Stock			Treasury Stock
	Number of Shares		Amount	Number of Shares		Amount	Number of Shares		Amount			Additional Paid in Capital		Accumulated other comprehensive income			Accumulated deficits			Non-controlling interest			Total Stockholders' Deficit
Balances at January 1, 2023	3,500	$	—	27,082,849	$	2,708	—	$	—		$	101,427,160	$	56,527		$	(81,138,563		$	(336,515	)	$	20,011,317
Shares issued for services	—		—	196,078		20	—		—			459,989		—			—			—			460,000
Shares issued for accrued salaries	—		—	109,156		211	—		—			113,489		—			—			—			200,000
Share issued upon the exercise options	—		—	783,440		78	—		—			1,226,715		—			—			—			1,226,793
Share repurchase during the period	—		—	—		—	511,760		(541,988	)		—		—			—			—			(541,988	)
Foreign currency translation adjustment	—		—	—		—	—		—			—		(382,217	)		—			(18,199	)		(400,416	)
Net loss for the year	—		—	—		—	—		—			—		—			(5,294,927	)		(95,286	)		(5,390,213	)
Balances at March 31, 2023	3,500	$	—	28,171,523	$	2,817	511,760	$	(541,988	)	$	103,313,844	$	(325,690	)	$	(86,433,490	)	$	(450,000	)	$	15,565,493

			Three and Six months ended June 30, 2021
				Common stock
				No. of shares		Amount		Additional paid-in capital		Accumulated other comprehensive (loss) income			Accumulated deficit				Total stockholders’ deficit
Balance as of January 1, 2021	—	—		18,534,000	$	1,854	$	2,225,921	$	(55,236	)	$	(12,587,311	)	—	$	(10,414,772	)
Imputed interest				—		—		11,994		—			—				11,994
Net loss for the period				—		—		—		—			(2,756,980	)			(2,756,980	)
Foreign currency translation adjustment	—	—		—		—		—		33,482			—		—		33,482
Balance as of March 31, 2021	—	—		18,534,000	$	1,854	$	2,237,915	$	(21,754	)	$	(15,344,291	)	—	$	(13,126,276	)

Balance as of April 1, 2021	—	—		18,534,000	$	1,854	$	2,237,915	$	(21,754	)	$	(15,344,291	)		$	(13,126,276	)
Imputed interest				—		—		12,126		—			—				12,126
Stock-based compensation				—		—		2,894,075		—			—				2,894,075
Net loss for the period				—		—		—		—			(4,342,751	)			(4,342,751	)
Foreign currency translation adjustment	—	—		—		—		—		(6,583	)		—		—		(6,583	)
Balance as of June 30, 2021	—	—		18,534,000		1,854		5,144,116		(28,337	)		(19,687,042	)	—		(14,569,409	)

Schedule of Expected useful life
		Expected useful lives
Computer equipment		3years
Office equipment		5years
Renovation		5years

Schedule of Foreign currencies translation and transactions
	March 31, 2023		March 31, 2022
Period-end SGD:US$ exchange rate	$	0.7521	$	0.73848
Period average SGD:US$ exchange rate	$	0.7500	$	0.73928

	March 31, 2023		March 31, 2022
Period-end THB:US$ exchange rate	$	0.02925	$	N/A
Period average THB:US$ exchange rate	$	0.02944	$	N/A

	March 31, 2023		March 31, 2022
Period-end MYR:US$ exchange rate	$	0.22646	$	N/A
Period average MYR:US$ exchange rate	$	0.22777	$	N/A

	March 31, 2023		March 31, 2022
Period-end IDR:US$ exchange rate	$	0.000067	$	N/A
Period average IDR:US$ exchange rate	$	0.000066	$	N/A

Schedule of Common stock issued
	Six months ended June 30,		Six months ended June 30,
	2022		2021
Series A Convertible Preferred Stock (a)		—		8,000
Series B Convertible Preferred Stock		—		764,400
Series B-1 Convertible Preferred Stock		—		48,000
Series C Convertible Preferred Stock		—		113,100
Series C-1 Convertible Preferred Stock		—		2,186,400
Options to purchase common stock (b)		1,945,270		—
Warrants granted to underwriter		3,793,929		—
Warrants granted with Series C-1 Convertible Preferred Stock (c)		—		1,178,700
Total of common stock equivalents		5,739,199		4,298,600

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Schedule of Segment Reporting
	Six Months Ended June 30, 2022
	Online Grocery and Food Deliveries			Telecommunication Reseller			e-Commerce			Merchant POS			Total
Revenue from external customers:
Sales – online ordering	$	—		$	—		$	892,715		$	—		$	892,715
Sales – online platform		23,836			—			—			—			23,836
Sales – data		—			5,642			—			—			5,642
Software sales		—			—			—			21,890			21,890
Hardware sales		—			—			—			69			69
Total revenue		23,836			5,642			892,715			21,959			944,152

Cost of sales:
Cost of online ordering		—						(825,960	)		—			(825,960	)
Cost of online platform		(26,898	)		—			—			—			(26,898	)
Cost of data		—			(975	)								(975	)
Software sales		—			—			(92,541	)		(12,664	)		(105,205	)
Hardware sales		—			—			—			(45	)		(45	)
Total cost of revenue		(26,898	)		(975	)		(918,501	)		(12,709	)		(959,083	)

Gross income (loss)		(3,062	)		4,667			(25,786	)		9,250			(14,931	)

Operating Expenses
Sales and marketing expenses		(818	)		—			(448,574	)		—			(449,392	)
Software development costs		—			—			—			(36,868	)		(36,868	)
Impairment loss		—			—			—			(528,583	)		(528,583	)
Depreciation		(77	)		(1,270	)		—			(13,270	)		(14,617	)
Amortization		—			—			—			(1,600,000	)		(1,600,000	)
General and administrative expenses		(59,372	)		(79,852	)		(606,910	)		(10,825,311	)		(11,571,445	)
Total operating expenses		(60,267	)		(81,122	)		(1,055,484	)		(13,004,032	)		(14,200,905	)

Loss from operations		(63,329	)		(76,455	)		(1,081,270	)		(12,994,782	)		(14,215,836	)

Other income (expense)
Interest income		—			—			186			5,886			6,072
Interest expense		—			—			—			(4,429	)		(4,429	)
Other income		—			1,777			699			35,817			38,293
Total other income		—			1,777			885			37,274			39,936

Loss before income taxes	$	(63,329	)	$	(74,678	)	$	(1,080,385	)	$	(12,957,508	)	$	(14,175,900	)

Schedule of Segment Reporting
	Three months ended March 31, 2023
	Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Merchant POS			Total
Revenue from external customers
Sales – online ordering		34,085			—			—			223,517			—			—			257,602
Sales – digital marketing		—			1,283,774			—			—			—			—			1,283,774
Sales – online ticketing and reservation		—			—			486,707			—			—			—			486,707
Sales – data		—			—			—			—			14,302			—			14,302
Software sales		—			—			—			—			—			195			195
Total revenue		34,085			1,283,774			486,707			223,517			14,302			195			2,042,580
Cost of sales:
Cost of online ordering		(33,266	)		—			—			(201,980	)		—			—			(235,246	)
Cost of digital marketing		—			(964,161	)		—			—			—			—			(964,161	)
Cost of online platform		—			—			(76,477	)		—			—			—			(76,477	)
Cost of data		—			—			—			—			(18,646	)		—			(18,646	)
Software cost		—			—			—			(60,548	)		—			(1,265	)		(61,813	)
Total cost of revenue		(33,266	)		(964,161	)		(76,477	)		(262,528	)		(18,646	)		(1,265	)		(1,356,343	)
Gross income (loss)		819			319,613			410,230			(39,011	)		(4,344	)		(1,070	)		686,237
Operating Expenses
Sales and marketing expenses		(1,709	)		(7,994	)		(75,928	)		(44,981	)		(52	)		—			(130,664	)
Software development costs		—			—			—			—			—			(13,919	)		(13,919	)
Impairment loss		—			—			—			—			—			—			—
Depreciation		(4,568	)		(1,257	)		(28,340	)		(7,750	)		—			(22,002	)		(63,917	)
Amortization		—			—			—			—			—			(800,000	)		(800,000	)
General and administrative expenses, net of depreciation and amortisation		(103,279	)		(233,481	)		(532,856	)		(230,332	)		(43,820	)		(3,984,201	)		(5,127,969	)
Total operating expenses		(109,556	)		(242,732	)		(637,124	)		(283,063	)		(43,872	)		(4,820,122	)		(6,136,469	)
Loss from operations		(108,737	)		76,881			(226,894	)		(322,074	)		(48,216	)		(4,821,192	)		(5,450,232	)
Other income (expense)
Gain from early lease termination		—			1,064			—			—			—			—			1,064
Interest income		4			—			824			523			—			38,635			39,986
Interest expense		(27	)		—			—			—			(325	)		—			(352	)
JV income		3,148			—			—			—			—			—			3,148
Warrant modification expense		—			—			—			—			—			—			—
Other income		39			31			934			436			12,471			2,876			16,787
Total other income (expense)		3,164			1,095			1,758			959			12,146			41,511			60,633
Loss before income taxes		(105,573	)		77,976			(225,136	)		(321,115	)		(36,070	)		(4,779,681	)		(5,389,599	)


	Three months ended March 31, 2022
	Online F&B and Groceries Deliveries		Digital Marketing		Online Ticketing and reservation		e-Commerce			Telecommunication Reseller		Merchant POS			Total
Revenue from external customers
Sales – online ordering		—		—		—		426,099			—		—			426,099
Sales – digital marketing		—		—		—		—			—		—			—
Sales – online platform		—		—		—		8,042			—		—			8,042
Sales – data		—		—		—		—			—		—			—
Software sales		—		—		—		—			—		10,949			10,949
Hardware sales		—		—		—		—			—		—			—
Total revenue		—		—		—		434,141			—		10,949			445,090
Cost of sales:
Cost of online ordering		—		—		—		(393,253	)		—		—			(393,253	)
Cost of online platform		—		—		—		(2,637	)		—		—			(2,637	)
Cost of data		—		—		—		—			—		—			—
Software sales		—		—		—		(57,705	)		—		(6,288	)		(63,993	)
Hardware sales		—		—		—		—			—		—			—
Total cost of revenue		—		—		—		(453,595	)		—		(6,288	)		(459,883	)
Gross income (loss)		—		—		—		(19,454	)		—		4,661			(14,793	)
Operating Expenses
Sales and marketing expenses		—		—		—		(196,102	)		—					(196,102	)
Software development costs		—		—		—		—			—		(19,548	)		(19,548	)
Impairment loss		—		—		—		—			—		(528,583	)		(528,583	)
Depreciation		—		—		—		(5	)		—		(6,617	)		(6,622	)
Amortization		—		—		—		—			—		(800,000	)		(800,000	)
General and administrative expenses, net of depreciation and amortisation		—		—		—		(171,055	)		—		(4,863,021	)		(5,034,076	)
Total operating expenses		—		—		—		(367,162	)		—		(6,217,769	)		(6,584,931	)
Loss from operations		—		—		—		(386,616	)		—		(6,213,108	)		(6,599,724	)
Other income (expense)
Gain from early lease termination		—		—		—		—			—		—			—
Interest income		—		—		—		40			—		5			45
Interest expense		—		—		—		—			—		(4,045	)		(4,045	)
Loss on settlement of litigation		—		—		—		—			—		—			—
Warrant modification expense		—		—		—		—			—		—			—
Other income		—		—		—		699			—		12,922			13,621
Total other income (expense)		—		—		—		739			—		8,882			9,621
Loss before income taxes		—		—		—		(385,877	)		—		(6,204,226	)		(6,590,103	)

			December 31 31, 2022
	Online F&B and Groceries Deliveries		Digital Marketing		Online Ticketing and reservation		e-Commerce		Telecommunication Reseller		Merchant POS		Total
Intangible assets, net		378,170		—		89,808		—		948,457		6,041,654		7,458,089
Identifiable assets		345,017		1,507,771		3,190,380		2,164,3886		81,924		17,951,175		25,240,653

Schedule of Acquisition of assets and liability
Purchase price consisted of the following:
Fair value of stock at closing	$	800,000
Cash paid		200,000
Less cash received		(5,445	)
Purchase price	$	994,555

Schedule of Acquisition of assets and liability
Acquired assets:
Trade receivables	$	4,728
Other receivables		9,603
Property and equipment		204
Total acquired assets		14,535
Less: Assumed liabilities
Trade payables		2,804
Accrued liabilities and other payable		279
Total Assumed liabilities		3,083
Fair value of net assets assumed		11,452
Goodwill recorded		983,103

Cash consideration allocated	$	994,555

Schedule of net loss per share
	Six months ended June 30, 2022			Six months ended June 30, 2021
Revenue	$	1,181,847		$	185,266
Net loss	$	(14,202,024	)	$	(2,763,079	)
Net loss per share	$	(0.57	)	$	(0.15	)

Schedule of intangible assets
	Useful life	March 31, 2023			December 31, 2022
At cost:
Software platform	2.5 years	$	8,000,000		$	8,000,000
Apps development			958,778			948,457
Computer software			614,399			586,888
Software system			388,166			378,170
Intellectual technology			276,000			276,000
Identifiable intangible asset			4,965,654			4,965,654
Other intangible assets	3 – 5 years		1,725			1,725
			15,204,722			15,156,894
Less: accumulated depreciation			(8,528,657	)		(7,698,805	)
		$	6,676,065		$	7,458,089

Schedule of intangible assets
	Useful life	June 30, 2022			December 31, 2021
At cost:			(Unaudited)

Software platform	2.5 years	$	8,000,000		$	8,000,000
Apps development			884,230			0
Other intangible assets	3 – 5 years		1,725			1,725
			8,885,955			8,001,725
Less: accumulated depreciation			(5,601,725	)		(4,001,725	)
		$	3,284,230		$	4,000,000

Schedule of Amortization of intangible assets
Six months ended June 30, 2022:	Amount
2022 (remaining period)	$	1,600,000
2023		800,000
Total	$	2,400,000

Schedule of Amortization of intangible assets
Year ending December 31 2022:		Amount
2023	$	—

Schedule of Asset acquisition
Acquired assets:
Intellectual property	$	200,000

Less: Assumed liabilities
Accrued liabilities and other payable		—

Fair value of net assets acquired		200,000
Impairment loss recorded		(200,000	)
Net asset value	$	—

~~Schedule of non-controlling interest~~
~~Balance, December 31, 2021~~	5	%
~~Transfer (to) from the non-controlling interest as a result of Leflair Purchase Agreement~~	—	%
~~Parent Co. acquired/exchanged the non controlling interest holding with their shares~~	—	%
~~Balance, June 30, 2022~~	5	%

Schedule of reconciliation non-controlling loss attributable to the company
Non Controlling Interest, December 31, 2021	$	(102,784	)
Acquisition cost		—
Net loss attributable to non-controlling interest		(125,297	)
Foreign currency translation adjustment		3,356
Non Controlling Interest, June 30, 2022	$	(224,725	)

Schedule of Net loss attributable to non-controlling interest
Net loss generated by SOPA Technology Pte Ltd for the six months ended June 30, 2022	$	(2,546,684	)
Non controlling interest percentage		5	%
Net loss attributable to non-controlling interest	$	(125,297	)
Foreign currency translation adjustment		3,356
Non Controlling Interest	$	(121,941	)

(a)		The amount represented due to one related ~~parties~~party in respect to unpaid salaries and amounted to $3,440 and $3,360 as of ~~June 30, 2022.~~

		~~The amount represented due to one related parties in respect to unpaid salaries amounted to $6,818~~ ~~as of~~March 31, 2023 and December 31, ~~2021.~~2022, respectively.

Schedule of Future contractual amortization of debt
Year ending June 30,	Future payment
2023	$	150,989
Less: imputed interest		(2,852	)
Present value of first insurance funding – current liability	$	148,137

Schedule of Stock option assumptions
	Before modification			After Modification
Dividend rate		0	%		0	%
Risk-free rate		0.06	%		0.12	%
Weighted average expected life (years)		9 months			18 months
Expected volatility		25	%		25	%
Exercise price	$	1.4		$	1.4

Schedule of Director's stock awards
	Stock awards			Weighted average exercise price		Weighted average remaining contractual life
Unvested as of December 31, 2021		651,960		$	7.65		1.67 years
Issued		—			—
Vested		(325,980	)		7.65		—
Cancelled		—			—		—
Unvested as of December 31, 2022		325,980		$	7.65		0.92 years
Issued		—			—		—
Vested		—			—		—
Cancelled		—			—		—
Unvested as of March 31, 2023		325,980		$	7.65		0.92 years

Schedule of Future years
~~Year ended December 31 2022~~				~~162,990~~
Year ended December 31 2023				325,980
Total				~~448,970~~325,980