| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted
in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). These interim financial statements have been prepared on the same basis as
the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal
recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are
not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim periods or for any
other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s
audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended November
30, 2023 filed on February 28, 2024 and audited consolidated financial statements of HWH Nevada for the year ended December 31, 2023
included in the form 8-K/A filed with SEC on March 25, 2024. Through
November 30, 2023, HWH (then known as Alset Capital Acquisition Corp.) reported on a twelve month fiscal year that ended on November
30. In connection with the business combination, the Company’s fiscal year end was changed from November 30 to December 31. As
a result of this change, the Company had a one-month transition period that began on December 1, 2023 and ended on December 31, 2023.
For details see note 18 - Change in Fiscal Year. 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 The
following chart describes the Company’s ownership of various subsidiaries: The
Company mainly focuses on the F&B business. During the three months ended March 31, 2024 and 2023, substantially all of the Company’s
business was generated by its wholly owned subsidiaries, 0 6 100 94 40 45 4 7 19 22 17 21 20 0 Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. Functional
and Reporting Currency The
functional and reporting currency of the Company is the United States dollar (“$”). The financial records of the Company’s
subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩)
Singapore Dollar (S$) Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities. Use
of Estimates The
preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance
sheet. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $ 999,506 22,505,969 no Investments
held in Trust Account At
March 31, 2024 and December 31, 2023, the Company had approximately $ 24,874 21 In connection with the closing of Business Combination on January 9, 2024,
Class A Common Stock stockholders redeemed 1,942,108 21 Fair
Value of Financial Instruments The
Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for
assets and liabilities measured at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC
820 describes three levels of inputs that may be used to measure fair value: Level
1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level
2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level
3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions For
purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or liquidation. The carrying values reported in balance sheets for current
assets and liabilities approximate their estimated fair market values based on the short-term maturity of these instruments. Inventory Inventory
is 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 March 31, 2024 and December 31, 2023, inventory consisted
of finished goods procured from suppliers. The Company continuously evaluates the need for reserve for obsolescence and possible price
concessions required to write-down inventory to its net realizable value. As of March 31, 2024, inventory consisted of finished goods
procured from suppliers. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required
to write-down inventory to its net realizable value. 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 assesses whether the contract involves the use of an identified asset, whether it has the right to obtain
substantially all of 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. 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’s
incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments. Short-term
leases and leases of low value assets The
Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months
or less and leases of low value assets. Lease payments associated with these leases are expensed as incurred. Property,
Plant and Equipment Property,
plant 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. 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 statement of operations. Depreciation is computed by the reducing balance
method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE
OF PROPERTY PLANT AND EQUIPMENT
Office
Equipment 3 5
Furniture
and Fittings 3 5
Kitchen
Equipment 3 5
Operating
Equipment 3 5
Leasehold
Improvements Shorter
of lease life or asset life The
Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment
include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic
factors. Deposit Deposit
represents mostly rental deposit paid for the office used. Revenue
Recognition 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
Company generates its revenue primarily from membership fees, product sales and F&B business. Membership
Fee: Product
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 three months ended March 31, 2024
and 2023 were approximately $ 0 1,162 SCHEDULE
OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS
Membership Products Total
Returns
Membership Products Total
$ $ $
March 31, 2024 - - -
March 31, 2023 1,162 - 1,162
Revenue returns 1,162 - 1,162 Food
and Beverage 286,110 187,776 Contract
assets and liabilities Below
is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of March 31, 2024 and December
31, 2023. SCHEDULE
OF CONTRACT ASSETS AND LIABILITIES
March 31, 2024 December 31, 2023
Prepaid Sales Commission
Balances at the beginning of the period $ - $ 6,839
Movement for the period - (6,839 )
Balances at the end of the period $ - $ -
March 31, 2024 December 31, 2023
Deferred Revenue
Balances at the beginning of the period $ - $ 21,198
Movement for the period - (21,198 )
Balances at the end of the period $ - $ - Value-added
Tax The
Company is obligated to pay value-added tax (“VAT”), among other things, on its inventory purchase as well as its rent payments
and payment of professional fees. As of March 31, 2024 and December 31, 2023, included in other receivables was VAT paid of $ 37,311 37,179 Cost
of revenue Cost
of revenue is consisted of the cost of procuring finished goods from suppliers and related shipping and handling fees from 3 rd Below
is a breakdown of the Company’s cost of revenue for the three months ended March 31, 2024 and 2023. SCHEDULE
OF COST OF REVENUE
Total
March 31, 2024
Finished goods $ 78,507
Related shipping 2,275
Handling fee 10,927
Contractor fee 11,855
Franchise commission 4,953
Sales commission (234 )
Depreciation 14,530
Total of Cost of revenue $ 122,813
March 31, 2023
Finished goods $ 36,113
Related shipping 2,377
Handling fee 4,037
Contractor fee 4,024
Franchise commission 4,975
Sales commission 11,868
Depreciation 14,375
Total of Cost of revenue $ 77,769 Shipping
and Handling Fees The
Company utilizes the practical expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities,
and not a promised service (a revenue element). Shipping and handling fees are included in costs of revenue within the statements of
operations. Commission
Expense The
Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management
of their sales organizations. Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue.
Member will get 25 Advertising
Expenses Costs
incurred for advertising the Company’s products are charged to operations as incurred. Advertising expenses for the three months
ended March 31, 2024 and 2023 were $ 2,242 4,095 Income
Taxes The
Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”),
which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach
requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between
the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets
for which management believes it is more likely than not that the net deferred tax asset will not be realized. Tax positions that meet
the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely
of being realized upon settlement with the applicable taxing authority. The
Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there
may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance
with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The
Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to
income taxes in income tax expense. 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 March 31, 2024 there were 4,549,375 4,549,375 909,875 Non-controlling
interests Non-controlling
interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented
separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets,
separately from equity attributable to owners of the Company. On
March 31, 2024 and December 31, 2023, the aggregate non-controlling interests in the Company were $ 164,499 8,666 Liquidity
and Capital Resources In
the three months ended March 31, 2024, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded
our business of operating cafés and restructured our membership business. Notwithstanding
the above, the Company believes that the available cash in the Company’s bank accounts, anticipated cash from operations, and financing
availability from related parties are sufficient to fund our operations for at least the next 12 months. The Company’s capital
requirements for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and
marketing steps needed. Our expansion shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we
look to add Hapi Cafes over the next two (2) years. If we take over these existing leases, it will require a minimum investment for each
lease we take over for each Hapi Café. Proceeds received as a result of the anticipated business combination, will allow us to
seek these expansion plans. Depending on the amount of proceeds we raise as part of the anticipated business combination, we may or may
not need or seek additional funding or alter our strategic growth plans after the business combination is effectuated. There is no guarantee
that we will be able to execute on our plans as laid out above. The
accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments
that might be required should the Company be unable to continue as a going concern. The
Company has obtained a letter of financial support from Alset International Limited and Alset Inc., a direct and indirect majority
owner of the Company, respectively. Alset International Limited and Alset Inc. committed to provide any additional funding required
by the Company and would not demand repayment through twelve months from the issuance of these consolidated financial
statements. | Note
2. Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
Company’s consolidated financial statements and related notes include all the accounts of the Company and its wholly owned subsidiaries.
They have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S.
GAAP”). All intercompany transactions have been eliminated in consolidation. Functional
and Reporting Currency The
functional and reporting currency of the Company is the United States dollar (“$”). The financial records of the Company’s
subsidiaries located in South Korea, Singapore, Hong Kong, and Malaysia are maintained in their local currencies, the Korean Won (₩)
Singapore Dollar (S$) Hong Kong Dollar (HK$) and Malaysian Ringgit (MYR), which are also the functional currencies of these entities. Use
of estimates The
preparation of the 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 as of the dates of the
balance sheets and reported amounts of revenues and expenses during the reporting periods. Estimates are used in determining, among other
items, allowance for credit losses, inventory reserve, income taxes and contingencies. Actual results could differ from these estimates. Fair
Value of Financial Instruments The
Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for
assets and liabilities measured at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC
820 describes three levels of inputs that may be used to measure fair value: Level
1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level
2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level
3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions For
purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or liquidation. The carrying values reported in balance sheets for current
assets and liabilities approximate their estimated fair market values based on the short-term maturity of these instruments. 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.
There were no Inventory Inventory
is 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 procured from suppliers. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions
required to write-down inventory to its net realizable value. The Company determined that total inventory with original cost of $ 30,753 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 assesses whether the contract involves the use of an identified asset, whether it has the right to obtain
substantially all of 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. 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’s
incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly of fixed lease payments. Short-term
leases and leases of low value assets The
Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months
or less and leases of low value assets. Lease payments associated with these leases are expensed as incurred. Property,
Plant and Equipment Property,
plant 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. 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 statement of operations. Depreciation is computed by the reducing balance
method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows: SCHEDULE
OF PROPERTY PLANT AND EQUIPMENT
Office
Equipment 3 5
Furniture
and Fittings 3 5
Kitchen
Equipment 3 5
Operating
Equipment 3 5
Leasehold
Improvements Shorter
of lease life or asset life The
Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment
include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic
factors. Deposit :
Deposit
represents mostly rental deposit paid for the office used. Revenue
Recognition 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
Company generates its revenue primarily from membership fees, product sales and F&B business. Membership
Fee: Product
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 SCHEDULE
OF PRODUCT SALES AND RETURNS RELATED TO MEMBERSHIPS
Membership Products Total
Returns
Membership Products Total
$ $ $
December 31, 2022 41,755 - 41,755
December 31, 2023 - 1,183 1,183
Revenue returns - 1,183 1,183 Food
and Beverage 817,761 449,239 Deferred
Revenue The
Company records all unearned revenue from membership sales as deferred revenue. Deferred revenue was $ 0 21,198 21,198 Contract
assets and liabilities Below
is a summary of the beginning and ending balances of the Company’s contract assets and liabilities as of December 31, 2023 and
2022. SCHEDULE
OF CONTRACT ASSETS AND LIABILITIES
Prepaid
Sales Commission December 31, 2023 December 31, 2022
Balances at the beginning of the year $ 6,839 $ 319,649
Movement for the year (6,839 ) (312,810 )
Balances at the end of the year $ 0 $ 6,839
Deferred Revenue December 31, 2023 December 31, 2022
Balances at the beginning of the year $ 21,198 $ 700,385
Movement for the year (21,198 ) (679,187 )
Balances at the end of the year $ 0 $ 21,198 Value-added
Tax The
Company is obligated to pay value-added tax (“VAT”), among other things, on its inventory purchase as well as its rent payments
and payment of professional fees. As of December 31, 2023 and 2022, included in other receivables was VAT paid of $ 37,179 32,607 Cost
of revenue Cost
of revenue is consisted of the cost of procuring finished goods from suppliers and related shipping and handling fees from 3 rd Below
is a breakdown of the Company’s cost of revenue for the years ended December 31, 2023 and 2022. SCHEDULE
OF COST OF REVENUE
December 31, 2023 Total
Finished goods $ 151,703
Related shipping 9,346
Handling fee 22,629
Contractor fee 30,977
Franchise commission 18,428
Sales commission 13,827
Inventory written off 30,753
Depreciation 57,162
Total of Cost of revenue $ 334,825
December 31, 2022
Finished goods $ 97,058
Related shipping 10,376
Handling fee 10,945
Contractor fee 18,568
Franchise commission 17,624
Sales commission 501,483
Depreciation 32,311
Total of Cost of revenue $ 688,365 Shipping
and Handling Fees The
Company utilizes the practical expedient under ASC 606-10-25-18B to account for its shipping and handling as fulfillment activities,
and not a promised service (a revenue element). Shipping and handling fees are included in costs of revenue within the statements of
operations. Commission
Expense The
Company compensates its sales leaders with leadership incentives for services rendered, relating to the development, retention, and management
of their sales organizations. Leadership incentives are payable based on achieved sales volume, which are recorded in cost of revenue.
Member will get 25 Advertising
Expenses Costs
incurred for advertising the Company’s products are charged to operations as incurred. Advertising expenses for the years ended
December 31, 2023 and 2022 were $ 4,191 57,347 Income
Taxes The
Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”),
which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach
requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between
the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets
for which management believes it is more likely than not that the net deferred tax asset will not be realized. Tax positions that meet
the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely
of being realized upon settlement with the applicable taxing authority. The
Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there
may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance
with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The
Company has not recorded any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to
income taxes in income tax expense. Earnings
(Loss) per Share Basic
earnings (loss) per share is computed by dividing the net income (loss) attributable to the common shareholders by weighted average number
of shares of common stock outstanding during the period. Fully diluted earnings (loss) per share is computed similar to basic income
(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common shares were dilutive. There were no Non-controlling
interests Non-controlling
interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented
separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets,
separately from equity attributable to owners of the Company. On
December 31, 2023 and 2022, the aggregate non-controlling interests in the Company were ($ 3,830 4,836 Liquidity
and Capital Resources In
the year of 2023, we incurred a net loss, a loss from operations and negative cash flow from operations as we expanded our business of
operating cafés and restructured our membership business. Notwithstanding
the above, the Company believes that the available cash in the Company’s bank accounts, anticipated cash from operations, and financing
availability from related parties are sufficient to fund our operations for at least the next 12 months. The Company’s capital
requirements for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and
marketing steps needed. Our expansion shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we
look to add Hapi Cafes over the next two (2) years. If we take over these existing leases, it will require a minimum investment for each
lease we take over for each Hapi Café. Proceeds received as a result of the anticipated business combination, will allow us to
seek these expansion plans. Depending on the amount of proceeds we raise as part of the anticipated business combination, we may or may
not need or seek additional funding or alter our strategic growth plans after the business combination is effectuated. There is no guarantee
that we will be able to execute on our plans as laid out above. The
accompanying financial statements have been prepared assuming the Company will continue as
a going concern and do not contain any adjustments that might be required should the Company
be unable to continue as a going concern. The
Company has obtained a letter of financial support from Alset International Limited and Alset Inc., a direct and indirect owner of the
Company, respectively. Alset International Limited and Alset Inc. committed to provide any additional funding required by the Company
and would not demand repayment through twelve months from the issuance of these consolidated financial statements. Recently
Adopted Accounting Pronouncement In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial
Instruments (Topic 326) | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Principles
of Consolidation The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of the consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the balance sheet. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $ 585,654 1,172,581 no Investments
held in Trust Account At
November 30, 2023 and 2022, the Company had approximately $ 21.3 88.1 Offering
Costs associated with the Initial Public Offering The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, Offering Costs 475,348 4,743,750 Class
A common stock subject to possible redemption The
Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing
Liabilities from Equity 20,457,011 87,934,212 Net
income per share Net
income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during
the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between
the two classes of shares. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants
issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not
yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented. The
following tables reflects the calculation of basic and diluted net income (loss) per common share: SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
Class A Class B
For the Year Ended November 30, 2023
Class A Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income $ 388,396 $ 160,477
Denominator:
Basic and diluted weighted average shares outstanding 5,218,670 2,156,250
Basic and diluted net income per share of common stock $ 0.07 $ 0.07
Class A Class B
For the Year Ended November 30, 2022
Class A Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income $ 88,130 $ 25,357
Denominator:
Basic and diluted weighted average shares outstanding 7,478,425 2,156,250
Basic and diluted net income per share of common stock $ 0.01 $ 0.01 Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November
30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The
Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% excise
tax on share repurchases that occur after December 31, 2022 and introduces a 15 Delaware Franchise Tax Delaware,
where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to
do business, or which are otherwise doing business, in Delaware. Delaware franchise tax 205,000 168,398 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 The
Company had uninsured cash of $335,654 922,581 Fair
Value of Financial Instruments Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
● Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent
Accounting Standards Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s consolidated financial statements. |
