GigWorld (GIGW) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 07, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-194748
Entity Registrant Name	Hapi Metaverse Inc.
Entity Central Index Key	0001600347
Entity Tax Identification Number	45-4742558
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4800 Montgomery Lane
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	971-3940
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		507,610,326
Entity Listing, Par Value Per Share	$ 0.0001

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 769,793	$ 745,719
TOTAL CURRENT ASSETS	3,641,376	4,852,129
Property and equipment, net	79,708	6,574
Goodwill		60,273
Operating lease right-of-use assets, net	640,628	267,727
TOTAL ASSETS	4,965,933	6,394,330
CURRENT LIABILITIES:
Accounts payable and accrued expenses	52,300	74,935
Accrued taxes		371
Operating lease liabilities – current	248,318	148,088
TOTAL CURRENT LIABILITIES	9,519,273	7,831,185
NON-CURRENT LIABILITIES:
Operating lease liabilities- non-current	436,219	126,810
TOTAL NON-CURRENT LIABILITIES:	1,436,219	1,126,810
TOTAL LIABILITIES	10,955,492	8,957,995
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, 0 issued and outstanding as of September 30, 2024 and December 31, 2023
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 507,610,326 shares issued and outstanding, as of September 30, 2024 and December 31, 2023	50,761	50,761
Additional paid-in capital	11,168,595	11,168,595
Accumulated other comprehensive loss	(548,510)	(365,350)
Accumulated deficit	(16,656,146)	(13,414,222)
TOTAL HAPI METAVERSE INC. STOCKHOLDERS’ DEFICIT	(5,985,300)	(2,560,216)
NON-CONTROLLING INTERESTS	(4,259)	(3,449)
TOTAL STOCKHOLDERS’ DEFICIT	(5,989,559)	(2,563,665)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	4,965,933	6,394,330
Nonrelated Party [Member]
CURRENT ASSETS:
Prepaid expenses and other current assets	131,261	127,017
Related Party [Member]
CURRENT ASSETS:
Prepaid expenses and other current assets	131,945	65,885
Investment in securities at fair value – related party	2,608,377	3,913,508
Convertible promissory note receivable – related party	604,221	1,207,627
CURRENT LIABILITIES:
Amount due to related parties	7,818,655	6,207,791
Convertible promissory note payable – related party	1,400,000	1,400,000
NON-CURRENT LIABILITIES:
Promissory note payable – related party	$ 1,000,000	$ 1,000,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	507,610,326	507,610,326
Common stock, shares outstanding	507,610,326	507,610,326

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total Revenues	$ 75,489	$ 51,453	$ 209,745	$ 180,954
Cost of Revenues:
Total Cost of Revenues	(29,679)	(13,658)	(73,886)	(58,060)
Gross profit	45,810	37,795	135,859	122,894
Operating expenses:
Depreciation	(1,659)	(842)	(3,668)	(1,931)
General and administrative	(365,099)	(253,739)	(1,038,985)	(680,036)
Impairment loss on goodwill	(60,557)		(414,173)
Total operating expenses	(427,315)	(254,581)	(1,456,826)	(681,967)
Loss from operations	(381,505)	(216,786)	(1,320,967)	(559,073)
Other income (expense):
Other income	4,920		8,557	11
Foreign exchange gain (loss)	266,627	(19,085)	143,030	(61,784)
Unrealized (loss) gain on Securities Investment – related party	(270,877)	1,008,735	(2,018,536)	44,404
Total other (expense) income	(17,753)	982,977	(1,921,743)	(24,012)
(Loss) income before taxes	(399,258)	766,191	(3,242,710)	(583,085)
Provision for income taxes
Net (loss) income	(399,258)	766,191	(3,242,710)	(583,085)
Less: Net loss attributable to non-controlling interests	(57)	(414)	(786)	(1,295)
Net (loss) income attributable to common shareholders	(399,201)	766,605	(3,241,924)	(581,790)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment common shareholders	(319,464)	22,457	(183,160)	66,371
Foreign currency translation adjustment to non-controlling interests	(25)	(1)	(24)	11
Total Other comprehensive (loss) income, net of tax:	(319,489)	22,456	(183,184)	66,382
Comprehensive (loss) income attributable to common stockholders
Net (loss) income	(399,201)	766,605	(3,241,924)	(581,790)
Total Comprehensive (loss) income attributable to common stockholders	(718,665)	789,062	(3,425,084)	(515,419)
Comprehensive (loss) income attributable to non-controlling interests
Net loss	(57)	(414)	(786)	(1,295)
Total Comprehensive loss attributable to non-controlling interests	$ (82)	$ (415)	$ (810)	$ (1,284)
Net (loss) income per common share – basic and diluted
Basic net income (loss) per share	$ 0	$ 0	$ (0.01)	$ 0
Diluted net income (loss) per share	$ 0	$ 0	$ (0.01)	$ 0
Weighted average number of shares of common stock outstanding -
Basic	507,610,326	507,610,326	507,610,326	507,315,719
Diluted	507,610,326	510,410,326	507,610,326	507,315,719
Related Party [Member]
Other income (expense):
Interest income – related party	$ 22,411	$ 21,558	$ 66,823	$ 60,558
Interest expense – related party	(40,834)	(28,231)	(121,617)	(67,201)
Food and Beverage [Member]
Revenues:
Total Revenues	75,489	51,433	207,365	152,860
Cost of Revenues:
Total Cost of Revenues	(27,036)	(10,651)	(66,342)	(39,524)
Travel [Member]
Revenues:
Total Revenues			2,380
Cost of Revenues:
Total Cost of Revenues		(2,995)	(2,370)	(2,995)
Service [Member]
Revenues:
Total Revenues		20		28,094
Cost of Revenues:
Total Cost of Revenues		(7)		(9,145)
Food and Beverage Depreciation [Member]
Cost of Revenues:
Total Cost of Revenues	$ (2,643)	$ (5)	$ (5,174)	$ (6,396)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance value at Dec. 31, 2022	$ 50,690	$ 4,679,498	$ (315,241)	$ (6,288,884)	$ (1,873,937)	$ (1,851)	$ (1,875,788)
Balance, shares at Dec. 31, 2022	506,898,576
Net income (loss) for the period				(1,241,961)	(1,241,961)	(203)	(1,242,164)
Foreign currency translation adjustment			(18,082)		(18,082)	15	(18,067)
Balance value at Mar. 31, 2023	$ 50,690	4,679,498	(333,323)	(7,530,845)	(3,133,980)	(2,039)	(3,136,019)
Balance, shares at Mar. 31, 2023	506,898,576
Balance value at Dec. 31, 2022	$ 50,690	4,679,498	(315,241)	(6,288,884)	(1,873,937)	(1,851)	(1,875,788)
Balance, shares at Dec. 31, 2022	506,898,576
Net income (loss) for the period							(583,085)
Balance value at Sep. 30, 2023	$ 50,761	11,168,595	(248,870)	(6,870,674)	(4,099,813)	(3,135)	(4,096,678)
Balance, shares at Sep. 30, 2023	507,610,326
Balance value at Mar. 31, 2023	$ 50,690	4,679,498	(333,323)	(7,530,845)	(3,133,980)	(2,039)	(3,136,019)
Balance, shares at Mar. 31, 2023	506,898,576
Net income (loss) for the period				(106,434)	(106,434)	(678)	(107,112)
Foreign currency translation adjustment			61,996		61,996	(3)	61,993
Issuance of common stock	$ 71	641			712		712
Issuance of common stock, shares	711,750
Balance value at Jun. 30, 2023	$ 50,761	4,680,139	(271,327)	(7,637,279)	(3,177,706)	(2,720)	(3,180,426)
Balance, shares at Jun. 30, 2023	507,610,326
Net income (loss) for the period				766,605	766,605	(414)	766,191
Foreign currency translation adjustment			22,457		22,457	(1)	22,456
Acquisition of VEII warrants via loan conversion		6,488,457			6,488,457		6,488,457
Balance value at Sep. 30, 2023	$ 50,761	11,168,595	(248,870)	(6,870,674)	(4,099,813)	(3,135)	(4,096,678)
Balance, shares at Sep. 30, 2023	507,610,326
Balance value at Dec. 31, 2023	$ 50,761	11,168,595	(365,350)	(13,414,222)	(2,560,216)	(3,449)	(2,563,665)
Balance, shares at Dec. 31, 2023	507,610,326
Net income (loss) for the period				(3,742,037)	(3,742,037)	(550)	(3,742,587)
Foreign currency translation adjustment			69,365		69,365	10	69,375
Balance value at Mar. 31, 2024	$ 50,761	11,168,595	(295,985)	(17,156,259)	(6,232,888)	(3,989)	(6,236,877)
Balance, shares at Mar. 31, 2024	507,610,326
Balance value at Dec. 31, 2023	$ 50,761	11,168,595	(365,350)	(13,414,222)	(2,560,216)	(3,449)	(2,563,665)
Balance, shares at Dec. 31, 2023	507,610,326
Net income (loss) for the period							(3,242,710)
Issuance of common stock, shares	21,120,795
Balance value at Sep. 30, 2024	$ 50,761	11,168,595	(548,510)	(16,656,146)	(5,985,300)	(4,259)	(5,989,559)
Balance, shares at Sep. 30, 2024	507,610,326
Balance value at Mar. 31, 2024	$ 50,761	11,168,595	(295,985)	(17,156,259)	(6,232,888)	(3,989)	(6,236,877)
Balance, shares at Mar. 31, 2024	507,610,326
Net income (loss) for the period				899,314	899,314	(179)	899,135
Foreign currency translation adjustment			66,939		66,939	(9)	66,930
Balance value at Jun. 30, 2024	$ 50,761	11,168,595	(229,046)	(16,256,945)	(5,266,635)	(4,177)	(5,270,812)
Balance, shares at Jun. 30, 2024	507,610,326
Net income (loss) for the period				(399,201)	(399,201)	(57)	(399,258)
Foreign currency translation adjustment			(319,464)		(319,464)	(25)	(319,489)
Balance value at Sep. 30, 2024	$ 50,761	$ 11,168,595	$ (548,510)	$ (16,656,146)	$ (5,985,300)	$ (4,259)	$ (5,989,559)
Balance, shares at Sep. 30, 2024	507,610,326

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss from operation including non-controlling interests	$ (3,242,710)	$ (583,085)
Adjustments to reconcile net loss to cash used in operations activities:
Depreciation	8,842	8,327
Non-cash lease expenses	196,310	105,517
Provision for impairment of account receivable		3,263
Common stock issued for services		712
Loss on disposal of fixed asset	2,419
Impairment loss on goodwill	414,173
Unrealized loss on securities investment – related party	2,018,536	(44,404)
Change in operating assets and liabilities:
Prepaid expenses and other current assets	52,882	2,240
Prepaid expenses and other current assets – related party	(66,060)	(68,700)
Accounts payable, other payable and accrued expenses	(25,686)	15,124
Accounts payable, other payable and accrued expenses-related party		(159)
Operating lease liabilities	(191,298)	(101,124)
Net cash used in continuing operating activities	(832,592)	(662,289)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(36,632)	(3,999)
Issuance of convertible loan receivable - related party	(110,000)
Acquisition of Hapi Travel Limited		(214,993)
Acquisition of Hapi Café Co., Limited (TW)	5,631
Net cash used in investing activities	(141,001)	(218,992)
CASH FLOW FROM FINANCING ACTIVITIES:
Advance - related party	1,076,165	1,058,136
Net cash provided by financing activities	1,076,165	1,058,136
NET INCREASE IN CASH AND CASH EQUIVALENTS	102,572	176,855
Effects of foreign exchange rates on cash and cash equivalents	(78,498)	(7,062)
CASH AND CASH EQUIVALENTS at the beginning of period	745,719	514,260
CASH AND CASH EQUIVALENTS at the end of period	769,793	684,053
Supplemental schedule of non-cash investing and financing activities
Initial Recognition of Operating Lease Right-Of-Use Asset and Lease Liability	$ 176,537	$ 271,504

ORGANIZATION AND PRINCIPAL BUSI

ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES	Note 1. ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES Hapi Metaverse Inc., formerly GigWorld Inc. (the “Company” or “Group”) was incorporated in the State of Delaware on March 7, 2012 and established a fiscal year end of December 31. The Company’s business is focused on serving business-to-business (B2B) needs in eCommerce, collaboration and social networking functions. The Company also started its Food and Beverage (“F&B”) business in 2022 and its travel business in 2023. Going Concern These financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has incurred accumulated net losses of $ 16,656,146 5,877,897 Our majority shareholder has advised us not to depend solely on them for financing. The Company has increased its efforts to raise additional capital through equity or debt financings from other sources. However, the Company cannot be certain that such capital (from its shareholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to the Company. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth. In considering our forecast for the next twelve months and the current cash and working capital as of the filing of this Form 10-Q, such matters create a substantial doubt regarding the Company’s ability to meet their financial needs and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024. Results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2024. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. Basis of consolidation The condensed 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 condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2024 and December 31, 2023, 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 September 30, 2024 December 31, % % HotApp BlockChain Pte. Ltd. Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 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 - *5 100.0 *5 Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *6 100.0 *6 Guangzho Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *7 100.0 *7 Hapi Travel Ltd. Hong Kong 100.0 *8 100.0 *8 Hapi Acquisition Pte. Ltd. Singapore 100.0 *9 100.0 *9 NewRetail-AI Inc. Nevada - *10 100.0 *10 Hapi Cafe Co., Ltd Taiwan 100.0 *11 - * 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 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 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 48.55 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 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 10 100 60,343 * 4 Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN is principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner of HCCN. * 5 Hapi Metaverse Inc. was a subsidiary incorporated in Texas on November 28, 2022, with the same name as the Company’s current name. This subsidiary had an issued and paid-up share capital of $ 0.10 100 * 6 Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG is principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCDG. * 7 Guangzhou Leyouyou Catering Management Co., Ltd. (“HCGZ”) was incorporated in People’s Republic of China on May 19, 2023. HCGZ is engaged in the food and beverage business in Mainland China. HCCN is the owner of HCGZ. * 8 Hapi Travel Ltd. (“HTL”) was incorporated in Hong Kong on September 27, 2019. HTL is 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 transaction under common control. The acquisition result in a deemed dividend of $ 214,174 * 9 Hapi Acquisition Pte. Ltd. (“HAPL”) 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 Hapi Café Co., Ltd. (“HCTW”) was incorporated in Republic of China (Taiwan) on October 25, 2022 with an issued and paid-up share capital of $ 2,442 100,000 HAPL is the owner of HCTW. This business was acquired on April 18, 2024 from an independent third party. Goodwill of $ 353,616 3,300 353,616 Use of estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s condensed consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets. 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 September 30, 2024, cash of the Group includes, on an as converted basis to US dollars, $ 307,860 36,846 111,522 5,511 589,593 10,704 11,327 Investment in Securities at Fair Value – Related Party The Company currently has an investment in Value Exchange International, Inc. (“VEII”), a related party, consisting of 21,120,795 36,723,160 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 Office Equipment 3 7 Operating Equipment 3 6 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 ; (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 business by providing quality catering services in Hong Kong since October 2022 and in the People’s Republic of China (“PRC”) since January 2023. The Company recognizes this revenue at a point in time when the Company provides the product to the customer. A project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of VEII located in Hong Kong, was conducted on a monthly basis from 2022 to 2023. 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 0 2,802 In June 2023, the Company acquired a travel business and began generating revenue by providing airfare and travel accommodation booking services in Hong Kong. The Company recognizes this revenue at a point in time when the Company provides the service to the customer. 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 Company has recorded a full valuation allowance against all deferred tax assets and liabilities as of September 30, 2024 and December 31, 2023. 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, Mainland China and Taiwan are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), 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, Chinese Yuan and New Taiwan Dollar, 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 three and nine months ended September 30, 2024, the Company recorded other comprehensive loss from a translation of $ 319,489 183,184 22,456 66,382 Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the condensed 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 condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On September 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ (4,259) (3,449) Recent accounting pronouncement In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Note 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, December 31, Accrued payroll $ 17,365 $ 13,146 Accrued professional fees 6,716 37,643 Other account payable and accrued expenses 28,219 24,146 Total $ 52,300 $ 74,935

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	Note 4. PROPERTY AND EQUIPMENT, NET Property and Equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Cost Leasehold improvement $ 64,576 $ 11,253 Computer equipment 38,785 11,794 Total cost $ 103,361 $ 23,047 Less: accumulated depreciation # Leasehold improvement # $ 8,915 $ 11,253 Computer equipment # 14,738 5,220 Total accumulated depreciation # $ 23,653 $ 16,473 NBV at the end of period Leasehold improvement $ 55,661 $ - Computer equipment 24,047 6,574 Total NBV $ 79,708 $ 6,574 # –Total depreciation expenses charged for the three months ended September 30, 2024 and 2023 were $ 4,302 847 2,643 5 1,659 842 –Total depreciation expenses charged for the nine months ended September 30, 2024 and 2023 were $ 8,842 8,327 5,174 6,396 3,668 1,931

INVESTMENT IN RELATED PARTY

INVESTMENT IN RELATED PARTY	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
INVESTMENT IN RELATED PARTY	Note 5. INVESTMENT IN RELATED PARTY The Company elected the fair value option, or “FVO,” and therefore continued to measure at fair value, for those of its assets and liabilities it had previously measured at fair value and for which such election is permitted, as provided for under ASC 825-10-15-4. 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 (as provided for by ASC 825-10-50-31). With respect to the above notes, ASC 825-10-50-28 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. As provided for by ASC 825-10-50-30, estimated fair value adjustment of the convertible promissory note is presented in a single line item within other income (expense) in the accompanying consolidated statement. In April of 2021, the Company acquired 6,500,000 650,000 7,276,163 1,743,734 75,307 On September 6, 2023, the Company converted $ 1,300,000 7,344,632 36,723,160 0.1770 5 On September 30, 2024 and December 31, 2023, the Company owned 21,120,795 36,723,160 0.1770 Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets as of September 30, 2024 and December 31, 2023: SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value September 30, 2024 Asset Investment Securities – Fair Value $ - $ 952,548 $ - $ 952,548 Warrants – VEII - 1,655,829 - 1,655,829 Total Investment in securities at Fair Value $ - $ 2,608,377 $ - $ 2,608,377 Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2023 Asset Investment Securities – Fair Value $ - $ 1,425,654 $ - $ 1,425,654 Warrants – VEII 2,487,854 - 2,487,854 Total Investment in securities at Fair Value $ - $ 3,913,508 $ - $ 3,913,508 Fair value (loss) /gain on securities investment was ($270,877) 1,008,735 Fair value loss on securities investment was $ 2,018,536 44,404 Warrants On September 6, 2023, the Company received warrants to purchase shares of VEII, a related party listed company. For further details on this transaction, refer to Note 6 - Related Party Balance and Transactions, As of September 30, 2024 and December 31, 2023, the fair value of the warrants was $ 1,655,829 2,487,854 The fair value of the VEII warrants under level 2 category as of September 30, 2024, and December 31, 2023 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions: SCHEDULE OF FAIR VALUE OF WARRANTS September 30, December 31, Stock price $ 0.045 $ 0.068 Exercise price $ 0.1770 $ 0.1770 Risk free interest rate 8.00 % 8.50 % Annualized volatility 384.22 % 275.85 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 3.93 4.68 Warrants and rights outstanding, measurement input 3.93 4.68

RELATED PARTY BALANCES AND TRAN

RELATED PARTY BALANCES AND TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY BALANCES AND TRANSACTIONS	Note 6. RELATED PARTY BALANCES AND TRANSACTIONS Effective as of September 1, 2020, Chan Heng Fai resigned as the Acting Chief Executive Officer of the Company, and the Company’s Board of Directors appointed Lee Wang Kei (“Nathan”) as the Company’s Chief Executive Officer. Alset International Limited (“AIL”) is the Company’s former majority stockholder. On August 30, 2022, AIL entered into a stock purchase agreement with its controlling stockholder, Alset Inc. (formerly known as Alset EHome International Inc.) in relation to the disposal of 505,341,376 99.69 2,000 The Company sold one of its subsidiaries, HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd (a subsidiary of former majority stockholder AIL) for consideration of $ 0.26 0.26 The Company had a project with an affiliate (a subsidiary of Value Exchange International, Inc.) that commenced in 2022 and terminated on June 30, 2023. VEII provides IT services and solutions for customers in Asia, covering Helpdesk, Managed Operations, Systems Integration, and Consulting Services. As of September 30, 2024, the Company has an amount due to Alset Inc. of $ 2,009,228 2,546,402 3,258,816 4,209 1,815,268 2,508,868 1,879,508 6 On January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the “Lenders”) entered into a Convertible Credit Agreement (the “1 st st 1,500,000 st 8 st On February 23, 2023, Hapi Metaverse loaned VEII $ 1,400,000 1,300,000 7,344,632 st 36,723,160 0.1770 5 100,000 2,017 6,005 On February 23, 2023, the Company and Alset Inc., a Texas corporation (NASDAQ: AEI) (“Alset”) entered into a Subscription Agreement (the “AEI Subscription Agreement”). Pursuant to the AEI Subscription Agreement, the Company has borrowed $ 1,400,000 8 0.0001 0.50 1,400,000 28,230 84,077 On June 14, 2023, the Company acquired Hapi Travel Ltd. from Business Mobile Intelligence Ltd., a company wholly owned by Chan Heng Fai, for a consideration of $ 214,993 On December 14, 2023, the Company entered into a Convertible Credit Agreement (“2 nd 1,000,000 nd nd 0.045 5 1,000,000 20,165 60,055 On December 15, 2023, the Company and AIL entered into a Subscription Agreement (the “AIL Subscription Agreement”). Pursuant to the AIL Subscription Agreement, the Company has borrowed $ 1,000,000 5 1,000,000 12,602 37,534 On July 15, 2024, the Company entered into a Convertible Credit Agreement (“3 rd 110,000.00 rd 8 rd rd rd 110,000 1,856 1,856 Our Chairman, Chan Heng Fai, and another member of our Board of Directors, Lum Kan Fai, are both members of the Board of Directors of VEII. In addition to Mr. Chan, three other members of the Board of Directors of Alset Inc., our majority stockholder, are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung and Lim Sheng Hon, Danny).

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	Note 7. GOODWILL On October 4, 2022, the Company completed its F&B business acquisition of MOC HK Limited (“MOC”), an F&B business started in Hong Kong. The acquisition has been accounted for as a business combination. Accordingly, consideration paid by the Company to complete the acquisition was initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. As a result of the acquisition of MOC, goodwill of $ 60,343 70,523 On September 16, 2024, the Company temporarily ceased the café business of MOC after the café’s lease expired and MOC declined to enter into a new lease with the landlord. The Company is searching for a better location to restart the business in the future. As a result, the goodwill of $ 60,343 On April 18, 2024, the Company completed its F&B business acquisition of Hapi Café Company Limited (“HCTW”), an F&B business started in Taiwan. 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. As of the date of acquisition, HCTW had a total of $ 429,962 As a result of the acquisition of HCTW, goodwill of $ 353,616 3,300 353,616 The table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed for the 2024 acquisition: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED HCTW Purchase Price Cash $ 3,300 Total purchase consideration $ 3,300 Purchase Price Allocation Assets acquired Current assets $ 24,175 Deposit 41,987 Property and Equipment, net 47,890 Operating lease right-of-use assets, net 379,424 Total assets acquired $ 493,476 Liabilities assumed: Current liabilities $ (2,680 ) Due to related party (429,962 ) Operating lease liability (411,150 ) Total liabilities assumed $ (843,792 ) Net assets acquired $ (350,316 ) Goodwill $ 353,616 Total purchase consideration $ 3,300 The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit The following table summarizes changes in the carrying amount of goodwill for the nine months ended September 30, 2024 and the year ended December 31, 2023. SCHEDULE OF GOODWILL September 30, December 31, Balance at beginning of the period $ 60,273 $ 60,343 Add: acquisition of HCTW 353,616 - Less: impairment loss of goodwill of HCTW (353,616 ) - Less: impairment loss of goodwill of MOC (60,557 ) - Foreign currency exchange adjustment 284 (70 ) Balance as of end of the period $ - $ 60,273

LEASES

LEASES	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
LEASES	Note 8. LEASES The Company has operating leases for its F&B stores and warehouse in Hong Kong. The related lease agreements do not contain any material residual value guarantees or material restrictive covenants. Since the Company’s leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on the incremental borrowing rate. The Company’s weighted-average remaining lease term relating to its operating leases are 3.01 3.23 The current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance sheets. Total lease expenses amounted to $ 5,548 2,807 13,250 7,452 205,017 91,444 SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES September 30, December 31, Right-of-use assets $ 640,628 $ 267,727 Lease liabilities - current 248,318 148,088 Lease liabilities - non-current 436,219 126,810 Total lease liabilities $ 684,537 $ 274,898 As of September 30, 2024, the aggregate future minimum rental payments under non-cancelable agreement are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT Maturity of Lease Liabilities Total 12 months ending September 30, 2025 $ 265,464 12 months ending September 30, 2026 214,710 12 months ending September 30, 2027 175,504 12 months ending September 30, 2028 61,196 Total undiscounted lease payments 716,874 Less: Imputed interest (32,337 ) Present value of lease liabilities $ 684,537 Operating lease liabilities - current 248,318 Operating lease liabilities - non-current $ 436,219

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9. SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet date through the date of this report and determined that there were no subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These condensed consolidated financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024. Results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2024. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise.
Basis of consolidation	Basis of consolidation The condensed 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 condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2024 and December 31, 2023, 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 September 30, 2024 December 31, % % HotApp BlockChain Pte. Ltd. Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 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 - *5 100.0 *5 Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *6 100.0 *6 Guangzho Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *7 100.0 *7 Hapi Travel Ltd. Hong Kong 100.0 *8 100.0 *8 Hapi Acquisition Pte. Ltd. Singapore 100.0 *9 100.0 *9 NewRetail-AI Inc. Nevada - *10 100.0 *10 Hapi Cafe Co., Ltd Taiwan 100.0 *11 - * 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 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 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 48.55 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 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 10 100 60,343 * 4 Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN is principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner of HCCN. * 5 Hapi Metaverse Inc. was a subsidiary incorporated in Texas on November 28, 2022, with the same name as the Company’s current name. This subsidiary had an issued and paid-up share capital of $ 0.10 100 * 6 Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG is principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCDG. * 7 Guangzhou Leyouyou Catering Management Co., Ltd. (“HCGZ”) was incorporated in People’s Republic of China on May 19, 2023. HCGZ is engaged in the food and beverage business in Mainland China. HCCN is the owner of HCGZ. * 8 Hapi Travel Ltd. (“HTL”) was incorporated in Hong Kong on September 27, 2019. HTL is 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 transaction under common control. The acquisition result in a deemed dividend of $ 214,174 * 9 Hapi Acquisition Pte. Ltd. (“HAPL”) 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 Hapi Café Co., Ltd. (“HCTW”) was incorporated in Republic of China (Taiwan) on October 25, 2022 with an issued and paid-up share capital of $ 2,442 100,000 HAPL is the owner of HCTW. This business was acquired on April 18, 2024 from an independent third party. Goodwill of $ 353,616 3,300 353,616
Use of estimates	Use of estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues, cost and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s condensed consolidated financial statements include revenue recognition, the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets.
Cash and cash equivalents	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	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	Foreign currency risk Because of its foreign operations, the Company holds cash in non-US dollars. As of September 30, 2024, cash of the Group includes, on an as converted basis to US dollars, $ 307,860 36,846 111,522 5,511 589,593 10,704 11,327
Investment in Securities at Fair Value – Related Party	Investment in Securities at Fair Value – Related Party The Company currently has an investment in Value Exchange International, Inc. (“VEII”), a related party, consisting of 21,120,795 36,723,160
Property and Equipment	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 Office Equipment 3 7 Operating Equipment 3 6 Leasehold improvement Lesser of the life of the asset or the lease term
Concentrations	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 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	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 ; (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 business by providing quality catering services in Hong Kong since October 2022 and in the People’s Republic of China (“PRC”) since January 2023. The Company recognizes this revenue at a point in time when the Company provides the product to the customer. A project providing services to Value Exchange Int’l (Hong Kong) Limited, a subsidiary of VEII located in Hong Kong, was conducted on a monthly basis from 2022 to 2023. 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 0 2,802 In June 2023, the Company acquired a travel business and began generating revenue by providing airfare and travel accommodation booking services in Hong Kong. The Company recognizes this revenue at a point in time when the Company provides the service to the customer.
Income taxes	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 Company has recorded a full valuation allowance against all deferred tax assets and liabilities as of September 30, 2024 and December 31, 2023. 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	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, Mainland China and Taiwan are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), 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, Chinese Yuan and New Taiwan Dollar, 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 three and nine months ended September 30, 2024, the Company recorded other comprehensive loss from a translation of $ 319,489 183,184 22,456 66,382
Comprehensive income (loss)	Comprehensive income (loss) Comprehensive income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the condensed consolidated statements of operations and comprehensive loss.
Earnings (Loss) per share	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 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 condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company. On September 30, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ (4,259) (3,449)
Recent accounting pronouncement	Recent accounting pronouncement In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS	The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of September 30, 2024 and December 31, 2023, 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 September 30, 2024 December 31, % % HotApp BlockChain Pte. Ltd. Singapore 100.0 100.0 HotApp International Limited Hong Kong 100.0 100.0 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 - *5 100.0 *5 Dongguan Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *6 100.0 *6 Guangzho Leyouyou Catering Management Co., Ltd. People’s Republic of China 100.0 *7 100.0 *7 Hapi Travel Ltd. Hong Kong 100.0 *8 100.0 *8 Hapi Acquisition Pte. Ltd. Singapore 100.0 *9 100.0 *9 NewRetail-AI Inc. Nevada - *10 100.0 *10 Hapi Cafe Co., Ltd Taiwan 100.0 *11 - * 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 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 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 48.55 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 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 10 100 60,343 * 4 Shenzhen Leyouyou Catering Management Co., Ltd. (“HCCN”) was incorporated in People’s Republic of China on October 10, 2022. HCCN is principally engaged in the food and beverage business in Mainland China. Hapi Cafe Ltd. is the owner of HCCN. * 5 Hapi Metaverse Inc. was a subsidiary incorporated in Texas on November 28, 2022, with the same name as the Company’s current name. This subsidiary had an issued and paid-up share capital of $ 0.10 100 * 6 Dongguan Leyouyou Catering Management Co., Ltd. (“HCDG”) was incorporated in People’s Republic of China on March 1, 2023. HCDG is principally engaged in the food and beverage business in Mainland China. HCCN is the owner of HCDG. * 7 Guangzhou Leyouyou Catering Management Co., Ltd. (“HCGZ”) was incorporated in People’s Republic of China on May 19, 2023. HCGZ is engaged in the food and beverage business in Mainland China. HCCN is the owner of HCGZ. * 8 Hapi Travel Ltd. (“HTL”) was incorporated in Hong Kong on September 27, 2019. HTL is 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 transaction under common control. The acquisition result in a deemed dividend of $ 214,174 * 9 Hapi Acquisition Pte. Ltd. (“HAPL”) 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 Hapi Café Co., Ltd. (“HCTW”) was incorporated in Republic of China (Taiwan) on October 25, 2022 with an issued and paid-up share capital of $ 2,442 100,000
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS	SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Office Equipment 3 7 Operating Equipment 3 6 Leasehold improvement Lesser of the life of the asset or the lease term

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	Accrued expenses and other current liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, December 31, Accrued payroll $ 17,365 $ 13,146 Accrued professional fees 6,716 37,643 Other account payable and accrued expenses 28,219 24,146 Total $ 52,300 $ 74,935

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and Equipment, net consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Cost Leasehold improvement $ 64,576 $ 11,253 Computer equipment 38,785 11,794 Total cost $ 103,361 $ 23,047 Less: accumulated depreciation # Leasehold improvement # $ 8,915 $ 11,253 Computer equipment # 14,738 5,220 Total accumulated depreciation # $ 23,653 $ 16,473 NBV at the end of period Leasehold improvement $ 55,661 $ - Computer equipment 24,047 6,574 Total NBV $ 79,708 $ 6,574 # –Total depreciation expenses charged for the three months ended September 30, 2024 and 2023 were $ 4,302 847 2,643 5 1,659 842 –Total depreciation expenses charged for the nine months ended September 30, 2024 and 2023 were $ 8,842 8,327 5,174 6,396 3,668 1,931

INVESTMENT IN RELATED PARTY (Ta

INVESTMENT IN RELATED PARTY (Tables)	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS	Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets as of September 30, 2024 and December 31, 2023: SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value September 30, 2024 Asset Investment Securities – Fair Value $ - $ 952,548 $ - $ 952,548 Warrants – VEII - 1,655,829 - 1,655,829 Total Investment in securities at Fair Value $ - $ 2,608,377 $ - $ 2,608,377 Fair Value Measurement Using Amount at Level 1 Level 2 Level 3 Fair Value December 31, 2023 Asset Investment Securities – Fair Value $ - $ 1,425,654 $ - $ 1,425,654 Warrants – VEII 2,487,854 - 2,487,854 Total Investment in securities at Fair Value $ - $ 3,913,508 $ - $ 3,913,508
SCHEDULE OF FAIR VALUE OF WARRANTS	The fair value of the VEII warrants under level 2 category as of September 30, 2024, and December 31, 2023 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions: SCHEDULE OF FAIR VALUE OF WARRANTS September 30, December 31, Stock price $ 0.045 $ 0.068 Exercise price $ 0.1770 $ 0.1770 Risk free interest rate 8.00 % 8.50 % Annualized volatility 384.22 % 275.85 % Dividend Yield $ 0.00 $ 0.00 Year to maturity 3.93 4.68 Warrants and rights outstanding, measurement input 3.93 4.68

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	The table below reflects the Company’s estimates of the acquisition date fair value of the assets acquired and liabilities assumed for the 2024 acquisition: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED HCTW Purchase Price Cash $ 3,300 Total purchase consideration $ 3,300 Purchase Price Allocation Assets acquired Current assets $ 24,175 Deposit 41,987 Property and Equipment, net 47,890 Operating lease right-of-use assets, net 379,424 Total assets acquired $ 493,476 Liabilities assumed: Current liabilities $ (2,680 ) Due to related party (429,962 ) Operating lease liability (411,150 ) Total liabilities assumed $ (843,792 ) Net assets acquired $ (350,316 ) Goodwill $ 353,616 Total purchase consideration $ 3,300
SCHEDULE OF GOODWILL	The following table summarizes changes in the carrying amount of goodwill for the nine months ended September 30, 2024 and the year ended December 31, 2023. SCHEDULE OF GOODWILL September 30, December 31, Balance at beginning of the period $ 60,273 $ 60,343 Add: acquisition of HCTW 353,616 - Less: impairment loss of goodwill of HCTW (353,616 ) - Less: impairment loss of goodwill of MOC (60,557 ) - Foreign currency exchange adjustment 284 (70 ) Balance as of end of the period $ - $ 60,273

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES	SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES September 30, December 31, Right-of-use assets $ 640,628 $ 267,727 Lease liabilities - current 248,318 148,088 Lease liabilities - non-current 436,219 126,810 Total lease liabilities $ 684,537 $ 274,898
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT	As of September 30, 2024, the aggregate future minimum rental payments under non-cancelable agreement are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT Maturity of Lease Liabilities Total 12 months ending September 30, 2025 $ 265,464 12 months ending September 30, 2026 214,710 12 months ending September 30, 2027 175,504 12 months ending September 30, 2028 61,196 Total undiscounted lease payments 716,874 Less: Imputed interest (32,337 ) Present value of lease liabilities $ 684,537 Operating lease liabilities - current 248,318 Operating lease liabilities - non-current $ 436,219

ORGANIZATION AND PRINCIPAL BU_2

ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated net loss	$ 16,656,146	$ 13,414,222
Net working capital deficit	$ 5,877,897

SCHEDULE FOR SUBSIDIARY_S CONSO

SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS (Details)		Sep. 30, 2024		Dec. 31, 2023
HotApp BlockChain Pte.Ltd [Member] | SINGAPORE
Ownership interest		100%		100%
HotApp International Limited [Member] | HONG KONG
Ownership interest		100%		100%
Smart Reward Express Limited [Member] | HONG KONG
Ownership interest	[1]	50%		50%
Hapi Cafe Limited [Member] | HONG KONG
Ownership interest	[2]	100%		100%
MOC HK Limited [Member] | HONG KONG
Ownership interest	[3]	100%		100%
Shenzhen Leyouyou Catering Management Co., Ltd. [Member] | CHINA
Ownership interest	[4]	100%		100%
Hapi Metaverse Inc. [Member] | TEXAS
Ownership interest	[5]			100%
Dongguan Leyouyou Catering Management Co., Limited [Member] | CHINA
Ownership interest	[6]	100%		100%
Guangzho Leyouyou Catering Management Co., Ltd. [Member] | CHINA
Ownership interest	[7]	100%		100%
Hapi Travel Ltd. [Member] | HONG KONG
Ownership interest	[8]	100%		100%
Hapi Acquisition Pte. Ltd. [Member] | SINGAPORE
Ownership interest	[9]	100%		100%
NewRetail-AI Inc. [Member] | NEVADA
Ownership interest	[10]			100%
Hapi Cafe Co Ltd [Member] | TAIWAN
Ownership interest		100%	[11]
[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 0.26 2 1.28 10 100 60,343 0.10 100 2 2 1,000 10,000,000 2,442 100,000

SCHEDULE FOR SUBSIDIARY_S CON_2

SCHEDULE FOR SUBSIDIARY’S CONSOLIDATION OF FINANCIAL STATEMENTS (Details) (Parenthethical) - USD ($)			9 Months Ended
	Oct. 05, 2022	Feb. 16, 2020	Sep. 30, 2024	Jul. 31, 2023	Jun. 30, 2023	Nov. 28, 2022	Oct. 25, 2022	Jul. 05, 2022	Jul. 13, 2021
Goodwill during acquisition			$ 353,616
Smart Reward Express Limited [Member]
Paid up share capital									$ 1,288
Ordinary shares issued									10,000
Hapi Cafe Limited [Member]
Paid up share capital								$ 0.26
Ordinary shares issued								2
MOC HK Limited [Member]
Paid up share capital		$ 1.28
Ordinary shares issued		10
Ownership percentage		100%
Goodwill during acquisition	$ 60,343
Hapi Metaverse Inc. [Member]
Paid up share capital						$ 0.10
Ordinary shares issued						100
Hapi Acquisition Pte. Ltd. [Member]
Paid up share capital					$ 2
Ordinary shares issued					2
NewRetail-AI Inc. [Member]
Paid up share capital				$ 1,000
Ordinary shares issued				10,000,000
Hapi Cafe Co Ltd [Member]
Paid up share capital							$ 2,442
Ordinary shares issued							100,000

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS (Details)	Sep. 30, 2024
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Operating Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Operating Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	6 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)			3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 14, 2023 USD ($)	Sep. 05, 2022	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Jun. 30, 2023 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2024 HKD ($) shares	Sep. 30, 2024 SGD ($) shares	Sep. 30, 2024 CNY (¥) shares	Sep. 30, 2024 TWD ($) shares	Dec. 31, 2023 HKD ($)	Dec. 31, 2023 SGD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)
Acquisition of goodwill						$ 353,616
Purchase consideration						$ 3,300
Cash equivalents									$ 307,860	$ 36,846	¥ 5,511	$ 111,522	$ 589,593	$ 10,704	¥ 11,327
Common stock warrants to purchase | shares			36,723,160			36,723,160			36,723,160	36,723,160	36,723,160	36,723,160
Cash, FDIC insured amount			$ 250,000			$ 250,000
Contract liabilities			0			0
Customer deposits			0	$ 0		$ 0	$ 0	$ 0								$ 2,802
Income tax likelihood						less than a 50% likelihood
Foreign currency translation gain			(319,489)	$ 22,456		$ (183,184)	$ 66,382
Non controlling interest			$ (4,259)			$ (4,259)		$ (3,449)
Common Stock [Member]
Common stock, shares outstanding | shares					711,750	21,120,795
Hapi Travel Ltd. [Member]
Goodwill during acquisition	$ 214,174
HotApp International Limited [Member]
Description of rewards						5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward
Value Exchange International Inc [Member]
Description of rewards						5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward
Hapi Metaverse Inc. [Member]
Ownership percentage						48.55%		48.55%
Smart Reward Express Limited [Member]
Ownership percentage						50%
HotApp BlockChain Pte.Ltd [Member]
Ownership percentage		100%

SCHEDULE OF ACCRUED EXPENSES AN

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued payroll	$ 17,365	$ 13,146
Accrued professional fees	6,716	37,643
Other account payable and accrued expenses	28,219	24,146
Total	$ 52,300	$ 74,935

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)		Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost		$ 103,361	$ 23,047
Total accumulated depreciation	[1]	23,653	16,473
Total NBV		79,708	6,574
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost		64,576	11,253
Total accumulated depreciation	[1]	8,915	11,253
Total NBV		55,661
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost		38,785	11,794
Total accumulated depreciation	[1]	14,738	5,220
Total NBV		$ 24,047	$ 6,574
[1]–Total depreciation expenses charged for the three months ended September 30, 2024 and 2023 were $ 4,302 847 2,643 5 1,659 842

SCHEDULE OF PROPERTY AND EQUI_2

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation expenses	$ 4,302	$ 847	$ 8,842	$ 8,327
Cost of revenue depreciation	2,643	5	5,174	6,396
General and Administrative Expense [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation expenses	$ 1,659	$ 842	$ 3,668	$ 1,931

SCHEDULE OF ASSETS MEASURED AT

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Investment Securities – Fair Value	$ 952,548	$ 1,425,654
Warrants – VEII	1,655,829	2,487,854
Total Investment in securities at Fair Value	2,608,377	3,913,508
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Investment Securities – Fair Value
Warrants – VEII
Total Investment in securities at Fair Value
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Investment Securities – Fair Value	952,548	1,425,654
Warrants – VEII	1,655,829	2,487,854
Total Investment in securities at Fair Value	2,608,377	3,913,508
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Investment Securities – Fair Value
Warrants – VEII
Total Investment in securities at Fair Value

SCHEDULE OF FAIR VALUE OF WARRA

SCHEDULE OF FAIR VALUE OF WARRANTS (Details)	Sep. 30, 2024 Individual $ / shares	Dec. 31, 2023 Individual $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price | $ / shares	$ 0.045	$ 0.068
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.1770	0.1770
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	8	8.50
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	384.22	275.85
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0	0
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	3.93	4.68

INVESTMENT IN RELATED PARTY (De

INVESTMENT IN RELATED PARTY (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 06, 2023	Oct. 17, 2022	Apr. 30, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Recognized gain on purchase of stock								$ 75,307
Common stock warrants to purchase				36,723,160		36,723,160
Common stock, shares outstanding				507,610,326		507,610,326			507,610,326
Fair value (loss) /gain on securities investment				$ (270,877)	$ 1,008,735	$ 2,018,536	$ 44,404
Fair value of the warrants				$ 1,655,829		$ 1,655,829			$ 2,487,854
Value Exchange International Inc [Member]
Restructuring Cost and Reserve [Line Items]
Common stock shares acquired			6,500,000
Common stock subscription price			$ 650,000
Conversion of stock, amount converted	$ 1,300,000
Conversion of stock, shares converted	7,344,632
Warrant exercise price	$ 0.1770			$ 0.1770		$ 0.1770			$ 0.1770
Warrants expire term	5 years
Common stock, shares outstanding				21,120,795		21,120,795			21,120,795
Warrant outstanding				36,723,160		36,723,160			36,723,160
Fair value of the warrants				$ 1,655,829		$ 1,655,829			$ 2,487,854
Value Exchange International Inc [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Common stock warrants to purchase	36,723,160
Value Exchange International Inc [Member] | Stock Purchase Agreement [Member]
Restructuring Cost and Reserve [Line Items]
Common stock shares acquired		7,276,163
Common stock subscription price		$ 1,743,734

RELATED PARTY BALANCES AND TR_2

RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($)								3 Months Ended	9 Months Ended
	Jul. 15, 2024	Dec. 15, 2023	Sep. 06, 2023	Jun. 14, 2023	Feb. 23, 2023	Jan. 27, 2023	Aug. 30, 2022	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 14, 2023	Sep. 05, 2022	Apr. 18, 2022
Related Party Transaction [Line Items]
Common stock warrants to purchase								36,723,160	36,723,160
Debt interest rate								$ 0.0001	$ 0.0001	$ 0.0001
Business consideration transferred									$ 3,300
Convertible Credit Agreement [Member]
Related Party Transaction [Line Items]
Credit maximum borrowing capacity						$ 1,500,000
Interest rate						8%
Loan amount					$ 1,400,000
Credit advanced									100,000
Interest income								$ 2,017	6,005
Subscription Agreement [Member]
Related Party Transaction [Line Items]
Loan amount		$ 1,000,000			$ 1,400,000
Debt interest rate		5%			8%
Debt interest rate					$ 0.0001
Conversion rate					$ 0.50
Debt amount remaining unpaid								1,400,000	1,400,000
Interest expense								28,230	84,077
Subscription Agreement [Member] | Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Debt amount remaining unpaid								1,000,000	1,000,000
Interest expense								12,602	37,534
2nd VEII Credit Agreement [Member]
Related Party Transaction [Line Items]
Loan amount		$ 1,000,000
Conversion rate											$ 0.045
Credit advanced								1,000,000	1,000,000
Interest income								20,165	60,055
3rd VEII Credit Agreement [Member]
Related Party Transaction [Line Items]
Loan amount	$ 110,000
Debt interest rate	8%
Credit advanced								110,000	110,000
Interest income								$ 1,856	$ 1,856
Value Exchange International Inc [Member]
Related Party Transaction [Line Items]
Conversion of stock, amount converted			$ 1,300,000
Conversion of stock, shares converted			7,344,632
Exercise price			$ 0.1770					$ 0.1770	$ 0.1770	$ 0.1770
Warrants expire term			5 years
Value Exchange International Inc [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Common stock warrants to purchase			36,723,160
Value Exchange International Inc [Member] | 2nd VEII Credit Agreement [Member]
Related Party Transaction [Line Items]
Warrants expire term											5 years
Business Mobile Intelligence Ltd [Member]
Related Party Transaction [Line Items]
Business consideration transferred				$ 214,993
Alset Inc [Member]
Related Party Transaction [Line Items]
Disposal of shares							505,341,376
Sale of stock, percentage of ownership after transaction							99.69%
Amount due to related parties								$ 2,009,228	$ 2,009,228	$ 1,815,268
Lee Wang Kei [Member]
Related Party Transaction [Line Items]
Monthly payment									2,000
HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd [Member]
Related Party Transaction [Line Items]
Consideration price per share													$ 0.26
Chan Heng Fai [Member] | Hapi Cafe Limited [Member]
Related Party Transaction [Line Items]
Consideration price per share												$ 0.26
Alset International Limited [Member]
Related Party Transaction [Line Items]
Amount due to related parties								2,546,402	2,546,402	2,508,868
Fellow Subsidiaries [Member]
Related Party Transaction [Line Items]
Amount due to related parties								3,258,816	3,258,816	1,879,508
Director [Member]
Related Party Transaction [Line Items]
Amount due to related parties								$ 4,209	$ 4,209
Associated Company of Alset International Limited [Member]
Related Party Transaction [Line Items]
Amount due to related parties										$ 6

SCHEDULE OF FAIR VALUE OF ASSET

SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)			9 Months Ended
	Apr. 18, 2024	Oct. 04, 2022	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Total purchase consideration			$ 3,300
Goodwill				$ 60,273
Hapi Cafe Co Ltd [Member]
Restructuring Cost and Reserve [Line Items]
Cash		$ 3,300
Total purchase consideration	$ 3,300	3,300
Current assets		24,175
Deposit		41,987
Property and Equipment, net		47,890
Operating lease right-of-use assets, net		379,424
Total assets acquired		493,476
Current liabilities		(2,680)
Due to related party		(429,962)
Operating lease liability		(411,150)
Total liabilities assumed		(843,792)
Net assets acquired		(350,316)
Goodwill		$ 353,616		$ 60,273	$ 60,343

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 18, 2024	Oct. 04, 2022	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Balance at beginning of the period						$ 60,273
Add: acquisition of HCTW						353,616
Less: impairment loss of goodwill of HCTW				$ (60,557)		(414,173)
Balance as of end of the period								$ 60,273
Hapi Cafe Co Ltd [Member]
Restructuring Cost and Reserve [Line Items]
Balance at beginning of the period						60,273	$ 60,343	60,343
Add: acquisition of HCTW	$ 353,616		$ 353,616			353,616
Less: impairment loss of goodwill of HCTW						(353,616)
Less: impairment loss of goodwill of MOC						(60,557)
Foreign currency exchange adjustment						284		(70)
Balance as of end of the period		$ 353,616						$ 60,273

GOODWILL (Details Narrative)

GOODWILL (Details Narrative) - USD ($)			1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 18, 2024	Oct. 04, 2022	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 16, 2024	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Acquisition of goodwill				$ 353,616
Purchase consideration				3,300
goodwill					$ 60,273
MOC HK Limited [Member]
Restructuring Cost and Reserve [Line Items]
Acquisition of goodwill		$ 60,343
Purchase consideration		70,523
goodwill						$ 60,343
Hapi Cafe Co Ltd [Member]
Restructuring Cost and Reserve [Line Items]
Acquisition of goodwill	$ 353,616		$ 353,616	353,616
Purchase consideration	$ 3,300	3,300
goodwill		353,616			$ 60,273		$ 60,343
Due to related party		$ 429,962

SCHEDULE OF SUPPLEMENTAL BALANC

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets	$ 640,628	$ 267,727
Lease liabilities - current	248,318	148,088
Lease liabilities - non-current	436,219	126,810
Total lease liabilities	$ 684,537	$ 274,898

SCHEDULE OF FUTURE MINIMUM RENT

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
12 months ending September 30, 2025	$ 265,464
12 months ending September 30, 2026	214,710
12 months ending September 30, 2027	175,504
12 months ending September 30, 2028	61,196
Total undiscounted lease payments	716,874
Less: Imputed interest	(32,337)
Present value of lease liabilities	684,537	$ 274,898
Operating lease liabilities - current	248,318	148,088
Operating lease liabilities - non-current	$ 436,219	$ 126,810

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Weighted average remaining lease term, operating lease	3 years 3 days		3 years 3 days
Weighted average discount rate, operating lease	3.23%		3.23%
Lease expenses	$ 5,548	$ 2,807	$ 13,250	$ 7,452
Cash flow paid for operating leases			$ 205,017	$ 91,444