SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of consolidation The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. The Company’s consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of December 31, 2023 and 2022, as follows: SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS Attributable interest as of, Name of subsidiary consolidated under Hapi Metaverse Inc. State or other jurisdiction of incorporation or organization December 31, December 31, % % HotApp BlockChain Pte.Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) Nevada - *11 100.0 HWH World Inc. Delaware - *12 100.0 Smart Reward Express Limited Hong Kong 50.0 *1 50.0 *1 Hapi Café Limited Hong Kong 100.0 *2 100.0 *2 MOC HK Limited Hong Kong 100.0 *3 100.0 *3 Shenzhen Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *4 100.0 *4 Hapi Metaverse Inc. Texas 100.0 *5 100.0 *5 Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *6 - Guangzho Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *7 - Hapi Travel Ltd. Hong Kong 100.0 *8 - Hapi Acquisition Pte. Ltd. Singapore 100.0 *9 - NewRetail-AI Inc. Nevada 100.0 *10 * 1 Smart Reward Express Limited (“Smart Reward”) was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share capital of $ 1,288 10,000 10,000 Smart Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants. HotApp International Limited is the owner of 50 50 HotApp International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward 48.68 38.1 Accordingly, the Company in total holds more than 50 * 2 Hapi Cafe Limited (“HCHK”) was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of $ 0.26 2 2 HotApp BlockChain Pte. Ltd. is the owner of 100 * 3 MOC HK Limited (“MOC”) was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital of $ 1.28 10 10 100 60,343 * 4 Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner HCCN. This business was acquired on October 10, 2022. * 5 Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $ 0.1 100 * 6 Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCDG. This business was incorporated on March 1, 2023. * 7 Guangzhou Leyouyou Catering Management Co., Ltd. (“HCGZ”) was incorporated in People’s Republic of China on May 19, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCGZ. This business was incorporated on May 19, 2023. * 8 Hapi Travel Ltd. (“HTL”) was incorporated in Hong Kong on September 27, 2019. HTL plans to be principally engaged in the travel business in Hong Kong. HotApp BlockChain Pte. Ltd. is the owner of HTL. This business was acquired on June 14, 2023 via common control. The acquisition resulted in a deemed dividend of $ 214,174 * 9 Hapi Acquisition Pte. Ltd. was incorporated in Singapore on June 30, 2023 with an issued and paid-up share capital of $ 2 2 * 10 NewRetail-AI Inc. was incorporated in Nevada on July 31, 2023 with an issued and paid-up share capital of $ 1,000 10,000,000 * 11 The company disposed Gig Stablecoin Inc (“GSI”) to Teledoc Pte. Ltd, on December 31, 2023, for a nominal consideration of $ 1.00 * 12 The company disposed HWH World Inc (“HWHWI”) to Teledoc Pte. Ltd, on December 31, 2023, for a nominal consideration of $ 1.00 Teledoc Pte. Ltd. is a private company, wholly owned by Chan Heng Fai, the Chairman of the Company’s Board of Directors and the Chairman, Chief Executive Officer and largest stockholder of Alset Inc., the Company’s majority stockholder. Transactions between Entities under Common Control On June 14, 2023, the Company completed its online travel business acquisition of Hapi Travel Limited, an online travel business started in Hong Kong and under common control of the Company. The accompanying consolidated financial statements include the operations of the acquired entity from its acquisition date. The acquisition has been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. As a result of the acquisition of HTL, a deemed dividend of $ 214,174 214,993 The common control transaction above resulted in the following basis of accounting for the financial reporting periods: ● The acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity. ● The acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50. The Consolidated financial statements were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, cost and expenses in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets, and the fair value estimate for the company’s equity securities and convertible note receivable. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Leases The Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term. The Company has also utilized the following practical expedients: ● Short-term leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of ASC 842. ● For leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease component. Right-of-use of assets The right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received. Lease liabilities Lease liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly fixed lease payments. Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of December 31,2023, cash of the Group includes, on an as converted basis to US dollars, $ 589,593 10,704 11,327 359,266 10,719 Investment in Securities at Fair Value – Related Party The Company currently has an investment in VEII, a related party, consisting of common shares and warrants. The Company had elected the fair value option, or “FVO,” and the Company continues to measure at fair value, those of its assets and liabilities it had previously measured at fair value and for which such election is permitted, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Property and Equipment Property and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized (such as removal, and restoration costs). When property and equipment is retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed by the straight-line method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Computer equipment 3 years leasehold improvement Lesser of the life of the asset or the lease term Concentrations Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular bank in the United States is insured up to $ 250,000 Fair value Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1 – quoted prices in active markets for identical assets and liabilities. ● Level 2 – observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3 – significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Revenue recognition Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services or catering service to customers. Revenue is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering service to its customers. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services or catering service in the contract by analyzing customer perspective, immateriality, implicit promises, setup activities, and marketing incentives ; (ii) determination of whether the promised goods or services or catering service are performance obligations including whether they are distinct in the context of the contract by analyze the contract from the perspective of the customer; (iii) measurement of the transaction price, including the constraint on variable consideration by the expected value method and the most likely amount method ; (iv) allocation of the transaction price to the performance obligations based on a relative stand-alone selling price basis, or the price at which the Company would sell the good or service separately to similar customers in similar circumstances ; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. This should only be done once the transaction is complete and your obligation is fulfilled. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services or catering service it transfers to the customer. Costs to obtain or fulfill a contract are expensed as incurred. The Company began generating revenue from the food and beverage (“F&B”) business by providing quality catering services in HK since October 2022 and in PRC since January 2023. A project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc.(“VEII”) located in Hong Kong, on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer, we issue the corresponding invoice and provide the service accordingly. Any payment received from this customer in advance is presented within other payables on the Company’s consolidated balance sheets. This service was terminated on June 30, 2023 and $ 0 0 2,802 0 In June 2023, the Company acquired a travel business and began generating revenue by providing travel packaging and ticketing services in HK. Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as non-current in accordance with ASC 740. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood Foreign currency translation Items included in the consolidated financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong and Mainland China are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$) and Chinese Yuan (CN ¥ Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations. The Company’s entities with functional currency of Singapore Dollar, Hong Kong Dollar and Chinese Yuan, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss). For the year ended December 31, 2023, the Company recorded other comprehensive loss from a translation loss of ($ 50,107 15,843 Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive loss. Earnings (Loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares outstanding during the year. The calculation of diluted net income per unit includes the effects of the assumed conversion of the Company’s outstanding convertible debt, except during the loss periods as the effect would be anti-dilutive. Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On December 31, 2023 and 2022, the aggregate non-controlling interests in the Company were ($ 3,449 1,851 Recent accounting pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) adopted this ASU did not Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |