| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
| Dec. 31, 2023 |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Principles of Consolidation | Basis
of Presentation and Principles of Consolidation The
Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”). The
consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company
consolidates entities in which it owns more than 50% of the voting common stock The
Company’s consolidated financial statements include the financial positions, results of operations and cash flows of the following
entities as of December 31, 2023, and 2022 as follows: SCHEDULE
OF SUBSIDIARIES
Attributable interest
State or other jurisdiction of as of,
Name of subsidiary consolidated under AEI incorporation or organization December 31, 2023 December 31, 2022
% %
Alset Global Pte. Ltd. Singapore 100 100
Alset Business Development Pte. Ltd. Singapore 100 100
Global eHealth Limited Hong Kong 100 100
Alset International Limited Singapore 85.5 85.4
Singapore Construction & Development Pte. Ltd. Singapore 85.5 85.4
Art eStudio Pte. Ltd. Singapore - * 43.6 *
Singapore Construction Pte. Ltd. Singapore 85.5 85.4
Global BioMedical Pte. Ltd. Singapore 85.5 85.4
Alset Innovation Pte. Ltd. Singapore - 85.4
Health Wealth Happiness Pte. Ltd. Singapore 74.6 85.4
SeD Capital Pte. Ltd. Singapore 85.5 85.4
LiquidValue Asset Management Pte. Ltd. Singapore 85.5 85.4
Alset Solar Limited Hong Kong 85.5 85.4
Alset F&B One Pte. Ltd. Singapore 67.1 76.9
BMI Capital Partners International Limited Hong Kong 85.5 85.4
SeD Perth Pty Ltd Australia 85.5 85.4
SeD Intelligent Home Inc. United States of America 85.5 85.4
LiquidValue Development Inc. United States of America 85.4 85.4
Alset EHome Inc. United States of America 85.4 85.4
SeD USA, LLC United States of America 85.4 85.4
150 Black Oak GP, Inc. United States of America 85.4 85.4
SeD Development USA Inc. United States of America 85.4 85.4
150 CCM Black Oak, Ltd. United States of America 85.4 85.4
SeD Texas Home, LLC United States of America 100 85.4
SeD Ballenger, LLC United States of America 85.4 85.4
SeD Maryland Development, LLC United States of America 71.4 71.4
SeD Development Management, LLC United States of America 72.6 72.6
SeD Builder, LLC United States of America 85.4 85.4
Hapi Metaverse Inc. (f.k.a. GigWorld Inc.) United States of America 99.6 99.7
HotApp BlockChain Pte. Ltd. Singapore 99.6 99.7
HotApp International Limited Hong Kong 99.6 99.7
HWH International, Inc. Delaware, United States of America - 85.4
Health Wealth & Happiness Inc. United States of America - 85.4
HWH Multi-Strategy Investment, Inc. United States of America - 85.4
SeD REIT Inc. United States of America 85.4 85.4
Gig Stablecoin Inc. United States of America - 99.7
HWH World Inc. United States of America 74.6 99.7
HWH World Pte. Ltd. Singapore 74.6 85.4
UBeauty Limited Hong Kong 85.5 85.4
WeBeauty Korea Inc South Korea - 85.4
HWH World Limited Hong Kong 74.6 85.4
HWH World Inc. South Korea 74.6 85.4
Alset Energy Inc. (f.k.a. GDC REIT Inc.) United States of America 85.5 85.4
BioHealth Water Inc. United States of America 85.5 85.4
Impact BioHealth Pte. Ltd. Singapore 85.5 85.4
American Home REIT Inc. United States of America 100 85.4
Alset Solar Inc. United States of America 68.3 68.3
HWH KOR Inc. United States of America 74.6 85.4
Open House Inc. United States of America - 100
Open Rental Inc. United States of America - 100
Hapi Cafe Inc. Nevada, United States of America - 100
Global Solar REIT Inc. United States of America - 100
Alset Capital Inc. (f.k.a. OpenBiz Inc.) United States of America 100 100
Hapi Cafe Inc. United States of America 74.6 85.4
HWH (S) Pte. Ltd. Singapore 85.5 85.4
LiquidValue Development Pte. Ltd. Singapore 100 100
LiquidValue Development Limited Hong Kong 100 100
Alset EPower Inc. United States of America - 100
EPowerTech Inc. United States of America - 100
AHR Asset Management Inc. United States of America - 85.4
HWH World Inc. Delaware, United States of America - 85.4
Alset F&B Holdings Pte. Ltd. Singapore 74.6 85.4
Credas Capital Pte. Ltd. Singapore 64.1 42.7 *
Credas Capital GmbH Switzerland 64.1 -
Smart Reward Express Limited Hong Kong 74.1 49.8 *
AHR Texas Two, LLC United States of America 100 85.4
AHR Black Oak One, LLC United States of America 85.4 85.4
Hapi Air Inc. United States of America - 92.7
AHR Texas Three, LLC United States of America 100 85.4
Alset Capital Pte. Ltd. Singapore - 100
Hapi Cafe Korea Inc. South Korea 74.6 85.4
Green Energy Inc. United States of America - 100
Green Energy Management Inc. United States of America - 100
Alset Metaverse Inc. United States of America - 97.2
Alset Management Group Inc. United States of America 77 83.4
Alset Acquisition Sponsor, LLC United States of America 93.5 93.4
Alset Capital Acquisition Corp. (now known as HWH International Inc.) Delaware, United States of America 53.7 23.4
Alset Spac Group Inc. United States of America 93.5 93.4
Hapi Travel Pte. Ltd. Singapore 74.6 85.4
Hapi WealthBuilder Pte. Ltd. Singapore 74.6 85.4
Alset eVehicle Pte. Ltd. (f.k.a. Alset Mining Pte. Ltd.) Singapore 85.5 85.4
HWH Marketplace Pte. Ltd. Singapore 74.6 85.4
HWH International Inc. Nevada, United States of America 74.6 85.4
Hapi Cafe SG Pte. Ltd. Singapore 74.6 85.4
Alset Reits Inc. United States of America 100 100
HWH Merger Sub, Inc. United States of America 53.7 -
Alset Home REIT Inc. United States of America - 100
Hapi Metaverse Inc. Texas, United States of America 99.6 99.7
Hapi Cafe Limited Hong Kong 99.6 99.7
MOC HK Limited Hong Kong 99.6 99.7
AHR Texas Four, LLC United States of America 100 100
Alset F&B (PLQ) Pte. Ltd. Singapore 74.6 85.4
NewRetail-AI Inc. United States of America 99.6 -
Hapi Acquisition Pte. Ltd. Singapore 99.6 -
Hapi Travel Limited Hong Kong 99.6 -
Shenzhen Leyouyou Catering Management Co., Ltd. China 99.6 -
Dongguan Leyouyou Catering Management Co., Ltd. China 99.6 -
GuangZhou Leyouyou Catering Management Co., Ltd China 99.6 -
Robot Ai Trade Pte. Ltd. Singapore 85.5 -
* Although
the Company indirectly holds percentage of shares of these entities less than 50%, the subsidiaries of the Company directly hold
more than 50% of shares of these entities, and therefore, they are still consolidated into the Company. During the year ended December 31, 2023, the Company disposed of few subsidiaries which had no or very minimal activities. The disposal of these entities had immaterial effect on the Company’s consolidated financial statements. Use
of Estimates The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management
include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and
capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual
results could differ from those estimates. In
our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared
to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total
expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price
of the sold lot compared to the expected sales values of all lots in the project. If
the allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable,
those costs could also be allocated based on area method, the size of the lot compared to the total size of all lots in the project. When
the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values between
land and building based on the data of similar properties. The Company makes appropriate adjustments once the assessment from the county
is received. At the same time, any necessary adjustments to depreciation expense are made in the income statement. On December 31, 2023
and 2022 the Company adjusted $ 951,349 4,791,997 17,525 197,609 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.
Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible
to a known amount of cash and are subject to an insignificant risk of changes in values. There were no Restricted
Cash As
a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was
required to maintain a minimum of $ 2,600,000 2,300,000 201,751 107,767 309,219 The
Company puts funds into a brokerage account specifically for equity investment. As of December 31, 2023 and 2022, the cash balance in
that brokerage account was $ 859,799 385,304 Account
Receivables and Allowance for Credit Losses Account receivables is recorded at invoiced amounts net of an allowance for credit losses and do not bear interest.
The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing
accounts receivable. The measurement and recognition of credit losses involves the use of judgment. Management’s assessment of expected
credit losses includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s
customers (including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations,
customer creditworthiness, and the existence of sources of payment The Company also establishes an allowance for credit losses for specific
receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Accounts receivable
considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote. As of December 31, 2023 and 2022, the allowance for credit losses was an immaterial amount. The Company does not
have any off-balance sheet credit exposure related to its customers. As of December 31, 2023 and 2022, the balance of account receivables
was $ 77,517 46,522 Other
Receivables Other
receivables include developer reimbursements for Lakes at Black Oak project. The Company records an allowance for credit losses based
on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the
third-party engineering company and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at December
31, 2023. Inventories Inventories
are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs
in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary
course of business less the estimated costs necessary to make the sale. As of December 31, 2023 and 2022, inventory consisted of finished
goods from subsidiaries of HWH International Inc. and Hapi Metaverse Inc. The Company continuously evaluates the need for reserve for
obsolescence and possible price concessions required to write-down inventories to net realizable value. Investment
Securities Investment
Securities at Fair Value The
Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price
at the close of the reporting period. Amarantus BioScience Holdings (“AMBS”) and Holista CollTech Limited (“Holista”)
are publicly traded companies. The Company does not have significant influence over AMBS and Holista, as the Company holds approximately
4.3 13 On
April 12, 2021 the Company acquired 6,500,000 650,000 7,276,163 1,743,734 1,300,000 7,344,632 48.7 During
the year ended December 31, 2021, the Company’s subsidiaries established a portfolio of trading securities. The objective is to
generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities
in our portfolio and fair value of these trading securities are determined by quoted stock prices. The
Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity
method of accounting. DSS, Inc. (“DSS”), New Electric CV Corporation (“NECV”), Value Exchange International Inc.
(“Value Exchange International” or “VEII”) and Sharing Services Global Corp. (“SHRG”) are publicly
traded companies and fair value is determined by quoted stock prices. The Company has significant influence but does not have a controlling
interest in these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting
or elect fair value accounting.
● The
Company has significant influence over DSS. As of December, 2023 and 2022, the Company owned approximately 44.4 45.2
● The
Company has significant influence over NECV as the Company holds approximately 0.5
● The
Company has significant influence over Value Exchange International as the Company holds approximately 48.7
● The
Company has significant influence over SHRG as the Company holds approximately 33.4 On
March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc. (“AMRE”),
a related party private startup company, in conjunction with the Company lending two $ 200,000 Note Receivable from a Related Party Company 0 15.8 On
August 8, 2023, DSS Inc. distributed shares of Impact Biomedical Inc. (“Impact”), beneficially held by DSS, in the form of
a dividend to the shareholders of DSS common stock. As a result of this distribution, the Company and its majority owned subsidiaries
received 4,568,165 6.5 0 The
Company accounts for certain of its investments in funds without readily determinable fair values in accordance with ASU No. 2015-07,
Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent) 100,000 74,827 Investment
Securities at Cost Investments
in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes
in orderly transactions for the identical or a similar investment of the same issuer. These investments are measured at fair value on
a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss
is recognized in the consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair
value of the investment. On
September 8, 2020, the Company acquired 1,666 1.45 37,826 On
September 30, 2020, the Company acquired 3,800 19 42,562 During
2021, the Company invested $ 19,609 18 There
has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still
carried at cost. Investment
Securities under Equity Method Accounting The
Company accounts for equity investment in entities with significant influence under equity-method accounting. Under this method, the
Group’s pro rata share of income (loss) from investment is recognized in the consolidated statements of comprehensive income. Dividends
received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or
exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses if
the Company either be liable for the obligations of the investee or provide for losses in excess of the investment when imminent return
to profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method
losses exceeding its carrying amount of the investment, but discloses the losses in the footnotes. Equity-method investment is reviewed
for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making
this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of
the intent and ability of the Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying the
carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary. AMRE LiquidValue
Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company owns 15.8 44.4 80.4 American
Pacific Bancorp, Inc. Pursuant
to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 6,666,700 40,000,200 As a result of the new share issuances, the Company’s ownership percentage of APB fell
below 50% to 41.3% (and subsequently to 36.9%) and the entity was deconsolidated in accordance with ASC 810-10. Upon deconsolidation
the Company elected to apply the equity method accounting as the Company still retained significant influence 24,241,856 867,117 7,426,390 31,668,246 The
following table presents summarized unaudited financial information for APB. SCHEDULE
OF UNAUDITED FINANCIAL INFORMATION
Summarized Financial Information
Assets Liabilities Net Income (Loss)
December 31, 2023 18,057,196 309,066 (65,624,948 )
December 31, 2022 54,835,272 316,826 2,235,532 Ketomei
Pte. Ltd. On
June 10, 2021 the Company’s indirect subsidiary HCI-T lent $ 76,723 179,595 28 36,438 48,916 155,369 121,471 Sentinel
Brokers Company Inc. On
May 22, 2023 the Company’s indirect subsidiary, SeD Capital Pte Ltd (“SeD Capital”), entered into a Stock Purchase
Agreement, pursuant to which SeD Capital purchased 39.8 19.9 279,719 Additionally, DSS, of which we own 44.4% and have significant influence over, owns 80.1%
of Sentinel 154,956 124,763 Investment
in Debt Securities Debt
securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other
comprehensive income or loss. Realized gains and losses on debt securities are recognized in the net income in the consolidated statements
of comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors including, but
not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends
and other company-specific information. The
Company invested $ 50,000 9,799 50,000 28,636 On
February 26, 2021, the Company invested approximately $ 88,599
in the convertible note of Vector Com Co., Ltd
(“Vector Com”), a private company in South Korea. The interest rate is 2 %
per annum 21.26
88,599
77,307 |
| Use of Estimates | Use
of Estimates The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management
include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and
capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual
results could differ from those estimates. In
our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared
to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total
expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price
of the sold lot compared to the expected sales values of all lots in the project. If
the allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable,
those costs could also be allocated based on area method, the size of the lot compared to the total size of all lots in the project. When
the Company purchases properties but does not receive the assessment information from the county, the Company allocates the values between
land and building based on the data of similar properties. The Company makes appropriate adjustments once the assessment from the county
is received. At the same time, any necessary adjustments to depreciation expense are made in the income statement. On December 31, 2023
and 2022 the Company adjusted $ 951,349 4,791,997 17,525 197,609 |
| 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.
Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible
to a known amount of cash and are subject to an insignificant risk of changes in values. There were no |
| Restricted Cash | Restricted
Cash As
a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was
required to maintain a minimum of $ 2,600,000 2,300,000 201,751 107,767 309,219 The
Company puts funds into a brokerage account specifically for equity investment. As of December 31, 2023 and 2022, the cash balance in
that brokerage account was $ 859,799 385,304 |
| Account Receivables and Allowance for Credit Losses | Account
Receivables and Allowance for Credit Losses Account receivables is recorded at invoiced amounts net of an allowance for credit losses and do not bear interest.
The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing
accounts receivable. The measurement and recognition of credit losses involves the use of judgment. Management’s assessment of expected
credit losses includes consideration of current and expected economic conditions, market and industry factors affecting the Company’s
customers (including their financial condition), the aging of account balances, historical credit loss experience, customer concentrations,
customer creditworthiness, and the existence of sources of payment The Company also establishes an allowance for credit losses for specific
receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Accounts receivable
considered uncollectible are charged against the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote. As of December 31, 2023 and 2022, the allowance for credit losses was an immaterial amount. The Company does not
have any off-balance sheet credit exposure related to its customers. As of December 31, 2023 and 2022, the balance of account receivables
was $ 77,517 46,522 |
| Other Receivables | Other
Receivables Other
receivables include developer reimbursements for Lakes at Black Oak project. The Company records an allowance for credit losses based
on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the
third-party engineering company and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at December
31, 2023. |
| Inventories | Inventories Inventories
are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs
in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary
course of business less the estimated costs necessary to make the sale. As of December 31, 2023 and 2022, inventory consisted of finished
goods from subsidiaries of HWH International Inc. and Hapi Metaverse Inc. The Company continuously evaluates the need for reserve for
obsolescence and possible price concessions required to write-down inventories to net realizable value. |
| Investment Securities | Investment
Securities Investment
Securities at Fair Value The
Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price
at the close of the reporting period. Amarantus BioScience Holdings (“AMBS”) and Holista CollTech Limited (“Holista”)
are publicly traded companies. The Company does not have significant influence over AMBS and Holista, as the Company holds approximately
4.3 13 On
April 12, 2021 the Company acquired 6,500,000 650,000 7,276,163 1,743,734 1,300,000 7,344,632 48.7 During
the year ended December 31, 2021, the Company’s subsidiaries established a portfolio of trading securities. The objective is to
generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities
in our portfolio and fair value of these trading securities are determined by quoted stock prices. The
Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity
method of accounting. DSS, Inc. (“DSS”), New Electric CV Corporation (“NECV”), Value Exchange International Inc.
(“Value Exchange International” or “VEII”) and Sharing Services Global Corp. (“SHRG”) are publicly
traded companies and fair value is determined by quoted stock prices. The Company has significant influence but does not have a controlling
interest in these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting
or elect fair value accounting.
● The
Company has significant influence over DSS. As of December, 2023 and 2022, the Company owned approximately 44.4 45.2
● The
Company has significant influence over NECV as the Company holds approximately 0.5
● The
Company has significant influence over Value Exchange International as the Company holds approximately 48.7
● The
Company has significant influence over SHRG as the Company holds approximately 33.4 On
March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc. (“AMRE”),
a related party private startup company, in conjunction with the Company lending two $ 200,000 Note Receivable from a Related Party Company 0 15.8 On
August 8, 2023, DSS Inc. distributed shares of Impact Biomedical Inc. (“Impact”), beneficially held by DSS, in the form of
a dividend to the shareholders of DSS common stock. As a result of this distribution, the Company and its majority owned subsidiaries
received 4,568,165 6.5 0 The
Company accounts for certain of its investments in funds without readily determinable fair values in accordance with ASU No. 2015-07,
Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent) 100,000 74,827 Investment
Securities at Cost Investments
in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes
in orderly transactions for the identical or a similar investment of the same issuer. These investments are measured at fair value on
a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss
is recognized in the consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair
value of the investment. On
September 8, 2020, the Company acquired 1,666 1.45 37,826 On
September 30, 2020, the Company acquired 3,800 19 42,562 During
2021, the Company invested $ 19,609 18 There
has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still
carried at cost. Investment
Securities under Equity Method Accounting The
Company accounts for equity investment in entities with significant influence under equity-method accounting. Under this method, the
Group’s pro rata share of income (loss) from investment is recognized in the consolidated statements of comprehensive income. Dividends
received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or
exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses if
the Company either be liable for the obligations of the investee or provide for losses in excess of the investment when imminent return
to profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method
losses exceeding its carrying amount of the investment, but discloses the losses in the footnotes. Equity-method investment is reviewed
for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making
this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of
the intent and ability of the Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying the
carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be other-than-temporary. AMRE LiquidValue
Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company owns 15.8 44.4 80.4 American
Pacific Bancorp, Inc. Pursuant
to Securities Purchase Agreement from March 12, 2021 the Company purchased 4,775,523 6,666,700 40,000,200 As a result of the new share issuances, the Company’s ownership percentage of APB fell
below 50% to 41.3% (and subsequently to 36.9%) and the entity was deconsolidated in accordance with ASC 810-10. Upon deconsolidation
the Company elected to apply the equity method accounting as the Company still retained significant influence 24,241,856 867,117 7,426,390 31,668,246 The
following table presents summarized unaudited financial information for APB. SCHEDULE
OF UNAUDITED FINANCIAL INFORMATION
Summarized Financial Information
Assets Liabilities Net Income (Loss)
December 31, 2023 18,057,196 309,066 (65,624,948 )
December 31, 2022 54,835,272 316,826 2,235,532 |
| Variable Interest Entity | Variable
Interest Entity Under
Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation The
Company evaluates its interests in VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financial interest
and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (i) the power
to direct the activities of the VIE that most significantly impact its economic performance; and (ii) the obligation to absorb losses
of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the
VIE. |
| Real Estate Assets | Real
Estate Assets Real
estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in
accordance with FASB ASC 805 - “Business Combinations”, The
Company capitalized construction costs of approximately $ 1.2 3.2 The
Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment
of identifying potential triggering events for impairment. Management may use the market comparison method to value other relatively
small projects, such as the project in Perth, Australia. In addition to the annual assessment of potential triggering events in accordance
with ASC 360 – Property Plant and Equipment The
Company did not record impairment on any of its projects during the years ended on December 31, 2023 and 2022. Properties
under development Properties
under development are properties being constructed for sale in the ordinary course of business, rather than to be held for the Company’s
own use, rental or capital appreciation. Rental
Properties Rental
properties are acquired with the intent to be rented to tenants. As of December 31, 2023 and 2022, the Company owned 132 homes. The aggregate
purchase cost of all the homes is $ 30,998,258 Investments
in Single-Family Residential Properties The
Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at
their purchase price. The purchase price is allocated between land, building, improvements and existing leases based upon their relative
fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically
include legal fees, title fees, property inspection and valuation fees, as well as other closing costs. Building
improvements and buildings are depreciated over estimated useful lives of approximately 10 27.5 The
Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances
indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there
has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written
down to its estimated fair value. The Company did not recognize any impairment losses during the years ended on December 31, 2023 and
2022. Revenue
Recognition and Cost of Sales ASC
606 - Revenue from Contracts with Customers In
accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized
reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions
of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services
to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC
606 requires the Company to apply the following steps: (1)
identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance
obligations are satisfied. The
following represents the Company’s revenue recognition policies by Segments: Real
Estate Property
Sales Part
of the Company’s real estate business is land development. The Company purchases land and develops it for building into residential
communities. The developed lots are sold to builders (customers) for the construction of new homes. The builders enter a sales contract
with the Company before they take the lots. The prices and timeline are determined and agreed upon in the contract. The builders do the
inspections to make sure all conditions and requirements in contracts are met before purchasing the lots. A detailed breakdown of the
five-step process for the revenue recognition of the Ballenger and Lakes at Black Oak projects, which represented approximately 82 29
● Identify
the contract with a customer. The
Company has signed agreements with the builders for developing the raw land to ready to build lots. The agreements have agreed upon prices,
timelines, and specifications for what is to be provided.
● Identify
the performance obligations in the contract. Performance
obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that
are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met.
● Determine
the transaction price. The
transaction price per lot is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved
by both parties.
● Allocate
the transaction price to performance obligations in the contract. Each
lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated
to.
● Recognize
revenue when (or as) the entity satisfies a performance obligation. The
builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue
at a point in time when title is transferred. The Company does not have further performance obligations or continuing involvement once
title is transferred. Rental
Revenue The
Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance
with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection
of lease termination fees. Rent
from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease.
Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally,
at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions
provided under the initial lease term, subject to rent increases. The
Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented
within deferred revenues and other payables on the Company’s consolidated balance sheets. Rental
revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant
and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of
these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to
the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been
collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are
credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. In the year ended December 31, 2023
and 2022, the Company did not recognize any deferred revenue and collected all rents due. Sale
of the Front Foot Benefit Assessments We
have established a front foot benefit (“FFB”) assessment on all of the NVR lots. This is a 30-year annual assessment allowed
in Frederick County which requires homeowners to reimburse the developer for the costs of installing public water and sewer to the lots.
These assessments become effective as homes are settled, at which time we can sell the collection rights to investors who will pay an
upfront lump sum, enabling us to more quickly realize the revenue. The selling prices range from $ 3,000 4,500 1 0 126,737 Cost
of Revenue
● Cost
of Real Estate Sale All
of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the
area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are
allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage
of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If
allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable,
those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.
● Cost
of Rental Revenue Cost
of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and
maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants. Biohealth Product
Direct Sales. If
any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned
products. We do not have buyback program. However, when the customer requests a return and management decides that the refund is necessary,
we initiate the refund after deducting all the benefits that a member has earned. The returns are deducted from our sales revenue on
our financial statements. Allowances for product and membership returns are provided at the time the sale is recorded. This accrual is
based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received
over a period of up to 12 months following the original sale. Product and membership returns for the years ended December 31, 2023 and
2022 were approximately $ 1,183 41,755 Annual
Membership. 0 21,198 0 Other
Businesses Food
and Beverage The
Company, through HCI-T, commenced operation of two cafés during 2022 and 2021, which are located in Singapore and South Korea. The
cafes are operated by subsidiaries of HCI-T, namely HCSG in Singapore and HCKI in Seoul, South Korea. Hapi Cafes are distinctive lifestyle
café outlets that strive to revolutionize the way individuals dine, work, and live, by providing a conducive environment for everyone
to relish the four facets – health and wellness, fitness, productivity, and recreation all under one roof. In
recent months the Company incorporated three new subsidiaries Shenzhen Leyouyou Catering Management Co., Ltd., Dongguan Leyouyou Catering
Management Co., Ltd. and GuangZhou Leyouyou Catering Management Co., Ltd in the People’s Republic of China. The three companies
will be principally engaged in the food and beverage business in Mainland China. Additionally,
through its subsidiary MOC HK Limited, the Company is focusing on operating café business in Hong Kong. Remaining
performance obligations. |
| Stock-Based Compensation | Stock-Based
Compensation The
Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”.
ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including
stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee
is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the
date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted
to non-employees for goods and services. During the years ended on December 31, 2023 and 2022, the Company recorded $ 0 |
| Foreign Currency | Foreign
Currency Functional
and reporting currency Items
included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment
in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars
(the “reporting currency”). The
functional and reporting currency of the Company is the United States dollar (“$”). The financial records of the Company’s
subsidiaries located in Singapore, Hong Kong, Australia, South Korea and China are maintained in their local currencies, the Singapore
Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”), South Korean Won (“KRW”) and Chinese Yuan (CN¥),
which are also the functional currencies of these entities. Transactions
in foreign currencies 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 statement of operations. The
majority of the Company’s foreign currency transaction gains or losses come from the effects of foreign exchange rate changes on
the intercompany loans between Singapore entities and U.S. entities. The Company recorded $ 547,845 697,286 Translation
of consolidated entities’ financial statements 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. The Company’s entities with functional currency of Singapore Dollar, Hong Kong
Dollar, AUD, KRW and CN¥, 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. Revenue, expense, 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). The
Company recorded other comprehensive gain of $ 508,277 301,579 |
| Income Taxes | Income
Taxes US
Income Taxes Income
tax expense represents the sum of the current tax expense and deferred tax expense. Income
tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the
tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date. Deferred
income tax is provided in full, using the liability method, on temporary differences at the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred
tax assets and liabilities are recognized for all temporary differences, except:
● Where
the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination
and at the time of the transaction affects neither the accounting profit nor taxable profit or loss.
● In
respect of temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences
can be determined and it is probable that the temporary differences will not reverse in the foreseeable future; and
● In
respect of deductible temporary differences and carry-forward of unutilized tax losses, if it is not probable that taxable profits
will be available against which those deductible temporary differences and carry-forward of unutilized tax losses can be utilized. The
carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred
tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable
profit will allow the deferred tax asset to be utilized. Deferred
tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability
is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Current
and deferred income tax are recognized as income or expense in the profit or loss, except to the extent that the tax arises from a business
combination or a transaction which is recognized either in other comprehensive income or directly in equity. Deferred tax arising from
a business combination is adjusted against goodwill on acquisition. Deferred
tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate
to income taxes levied by the same tax authorities on the same taxable entity, or on different tax entities, provided they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. Deferred
income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry-forwards
and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at
the current enacted tax rates. The differences relate primarily to net operating loss carryforward from date of acquisition and to the
use of the cash basis of accounting for income tax purposes. The Company records an estimated valuation allowance on its deferred income
tax assets if it is more likely than not that these deferred income tax assets will not be realized. The
Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement. The Company has not recorded any unrecognized tax benefits. The
Company’s 2023, 2022 and 2021 tax returns remain open to examination. Income
Taxes in other countries Significant
judgement is involved in determining the income taxes mainly in Singapore. There are certain transactions and computations for which
the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for expected tax
liabilities based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from
the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in
which such determination is made. |
| Earnings (loss) per Share | Earnings
(loss) per Share The
Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is calculated
by dividing the profit or loss attributable to common stock shareholders of the Company by the weighted-average number of common shares
outstanding during the year, adjusted for treasury shares held by the Company. Diluted
earnings (loss) per share is determined by adjusting the profit or loss attributable to common stock shareholders and the weighted-average
number of common shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which
comprise convertible securities, such as stock options, convertible bonds and warrants. At December 31, 2023 there were 425,216 456,653 |
| Fair Value Measurements | Fair
Value Measurements ASC
820, Fair Value Measurement and Disclosures Level
1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level
2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level
3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates
and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies,
or similar techniques. The
carrying value of the Company’s financial instruments, including cash and restricted cash, accounts receivable and accounts payable
and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The liabilities in connection
with the conversion and make-whole features included within certain of the Company’s notes payable and warrants are
each classified as a level 3 liability. |
| Non-controlling Interests | Non-controlling
Interests Non-controlling
interests represent the equity in subsidiary not attributable, directly or indirectly, to shareholders of the Company, and are presented
separately in the Consolidated Statements of Operation and Other Comprehensive Loss, and within equity in the Consolidated Balance Sheets,
separately from equity attributable to shareholders of the Company. On
December 31, 2023 and 2022, the aggregate non-controlling interests in the Company were $ 8,601,562 11,009,149 |
| Impairment of Long-lived Assets | Impairment
of Long-lived Assets Our
policy is to obtain an independent third-party valuation for each major project in the United States to identify triggering events for
impairment. Our management may use a market comparison method to value other relatively small projects, such as the project in Perth,
Australia. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and
Equipment (“ASC 360”), we apply a fair value-based impairment test to the net book value assets on an annual basis and on
an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. The
company did not record any impairment for the year ended on December 31, 2023 and 2022. |
| Capitalized Financing Costs | Capitalized
Financing Costs Financing
costs, such as loan origination fee, administration fee, interests and other related financing costs, should be capitalized and recorded
on the balance sheet if these financing activities are directly associated with the development of real estates. Capitalized
Financing Costs are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating
a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.
If the allocation of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs
could also be allocated based on an area method, which uses the size of the lots compared to the total project area and allocates costs
based on their size. As
of December 31, 2023 and 2022, the capitalized financing costs were $ 1,225,739 |
| Related Party Transactions | Related
Party Transactions The
Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered
to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or
is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the
immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party
controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating
policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence
the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests
is also a related party. |
| Beneficial Conversion Features | Beneficial
Conversion Features The
Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial
conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible
note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount
is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable
is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense.
In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative
fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at
the commitment date to be received upon conversion. |
| Recent Accounting Pronouncements | Recent
Accounting Pronouncements Accounting
pronouncement adopted In
October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers.” ASU 2021-08 requires the company acquiring contract assets and contract liabilities
obtained in a business combination to recognize and measure them in accordance with ASC 606, “Revenue from Contracts with Customers”.
At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract. Before
the update such amounts were recognized by the acquiring company at fair value. The amendments in this update are effective for fiscal
years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including
in interim periods, for any financial statements that have not yet been issued. The Company adopted these requirements prospectively,
effective on the first day of the year 2023. The application of the ASU 2021-08 has not had a material impact on our consolidated financial statements. In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires financial assets measured at amortized cost to be presented
at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events,
including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported
amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances.
ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal
years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning
of the first reporting period in which the guidance is effective. In November of 2019, the FASB issued ASU 2019-10, which delayed the
implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company adopted
these requirements prospectively, effective on the first day of the year 2023. The application of the ASU 2016-13 has not had a material impact on our consolidated financial statements. In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform on Financial Reporting Accounting
pronouncement not yet adopted In
August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40) |
