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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended December 31, 2023

 or

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

 For
the transition period from ____________________to ____________________

 333-194748

 Commission
file number

 Hapi
Metaverse Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 45-4742558

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 4800
 Montgomery Lane, Suite 210

 Bethesda MD

 20814

 (Address
 of principal executive offices)

 (Zip
 Code)

 301 - 971-3940

 Registrant's
telephone number, including area code

 Securities
registered under Section 12(b) of the Exchange Act: None

 Securities
registered under Section 12(g) of the Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

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

 Yes
 No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer (Do not check if a smaller reporting company)

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The Company's
common stock did not trade during the year ended December 31, 2023.

the number of shares outstanding of each the registrant's classes of common stock, as of the latest practicable date: As of April 1, 2024, there were 507,610,326 shares outstanding of the registrant's common stock $0.0001 par value.

 DOCUMENTS
INCORPORATED BY REFERENCE

 - None

 Throughout
this Report on Form 10-K, the terms "Company," "we," "us" and "our" refer to Hapi Metaverse
Inc., and "our board of directors" refers to the board of directors of Hapi Metaverse Inc.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
report contains forward-looking statements that involve a number of risks and uncertainties. Although our forward-looking statements
reflect the good faith judgment of our management, these statements can be based only on facts and factors of which we are currently
aware. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results and outcomes may differ
materially from results and outcomes discussed in the forward-looking statements.

 Forward-looking
statements can be identified by the use of forward-looking words such as "may," "will," "should,"
"anticipate," "believe," "expect," "plan," "future," "intend,"
"could," "estimate," "predict," "hope," "potential," "continue,"
or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements under the captions
"Risk Factors," "Management's Discussion and Analysis or Plan of Operation" and "Description of Business,"
as well as other sections in this report. Such forward-looking statements are based on our management's current plans and expectations
and are subject to risks, uncertainties and changes in plans that may cause actual results to differ materially from those anticipated
in the forward-looking statements. You should be aware that, as a result of any of these factors materializing, the trading price of
our common stock may decline. These factors include, but are not limited to, the following:

 the
 availability and adequacy of capital to support and grow our business;

 economic,
 competitive, business and other conditions in our local and regional markets;

 actions
 taken or not taken by others, including competitors, as well as legislative, regulatory, judicial and other governmental authorities;

 competition
 in our industry;

 changes
 in our business and growth strategy, capital improvements or development plans;

 the
 availability of additional capital to support development; and

 other
 factors discussed elsewhere in this annual report.

 The
cautionary statements made in this annual report are intended to be applicable to all related forward-looking statements wherever they
may appear in this report.

 We
urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake
no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

 TABLE
OF CONTENTS

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosure.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6. Selected Financial Data.

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 Item 8. Financial Statements.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related Transactions, and Director Independence.

 Item 14. Principal Accounting Fees and Services.

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. Form 10-K Summary

 SIGNATURES

 PART
I

 Item
1. Business.

 Business
Description

 Hapi
Metaverse Inc., formerly known as GigWorld Inc. (the "Company" or "Group"), was incorporated in the State of
Delaware on March 7, 2012, and established a fiscal year end of December 31. The Company's business is focused on serving
business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. Our Board determined it was in the
best interest of the Company to expand our business plan. On October 15, 2014, through a sale and purchase agreement, the Company
acquired all the issued and outstanding stock of HotApp BlockChain Pte. Ltd., formerly known as HotApps International Pte Ltd as
HotApp BlockChain Pte. Ltd. ("HIP") from Singapore eDevelopment Limited (now known as Alset International Limited)
("AIL"),. AIL is our former largest stockholder. HIP owned certain intellectual property relating to instant messaging
for portable devices (referred to herein as the "HotApp Application"). On August 30, 2022, AIL entered into a stock
purchase with its controlling stockholder, Alset EHome International Inc. (now known as Alset Inc.) ("AI") in relation
to the disposal of 505,341,376 shares of the Company's common stock, representing approximately 99.69% of the total issued and
paid-up share capital of the Company, to Alset EHome International Inc. (now known as Alset Inc.) After this transaction, Alset
EHome International Inc. (now known as Alset Inc.) became our largest stockholder.

 The
HotApp Application is a cross-platform mobile application that incorporates instant messaging and ecommerce. This application can be
used on any mobile platform (i.e. IOS Online or Android). The HotApp Application offered messaging and calling services for HotApp Application
users (text, photo, audio); however, the messaging and calling services we offered were terminated in 2017.

 In
December of 2017, the Company's name was changed from "HotApp International, Inc." to "HotApp Blockchain Inc."
to reflect the Board of Directors' determination that it was in the best interest of the Company to expand its activities to include
the development and commercialization of blockchain-related technologies.

 In
2018, one of our main developments was a broadening of our scope of planned operations into a digital transformation technology business.
As a digital transformation technology business, we are committed to enabling enterprises we work with to engage in a digital transformation
by providing consulting, implementation and development services with various technologies, including instant messaging, blockchain,
e-commerce, social media and payment solutions. We continue to advise businesses in network marketing and brands in block chain services
and mobile collaboration.

 We
are focused on serving business-to-business (B2B) needs in e-commerce, collaboration and supply chains. We will help enterprises and
community users to transform their business model with digital economy in a more effective manner. With our platform, users can discover
and build their own communities and create valuable content. Enterprises can in turn enhance the user experience with premium content,
all of which are facilitated by the transactions of every stakeholder via e-commerce.

 Our
technology platform consists of instant messaging systems, social media, e-commerce and payment systems, network marketing platforms
and e-real estate. We are focused on business-to-business solutions such as enterprise messaging and workflow. We have successfully implemented
several strategic platform developments for clients, including a mobile front-end solution for network marketing, a hotel e-commerce
platform for Asia and a real estate agent management platform in China. We have also enhanced our technological capability from mobile
application development to include blockchain architectural design, allowing mobile-friendly front-end solutions to integrate with software
platforms. Our main digital assets at the present time are our applications. We continue to strengthen our technology architecture and
develop Application Development Interface (API) for collaboration partners such as network marketing back end service providers. In addition
we are continuing our development activities in blockchain in order to prepare for future client opportunities.

 In
February of 2021, the Company's name was changed to "GigWorld Inc."

 The
direct selling industry has been adopting gig economy practices and relying heavily on digital marketing technology in team development
and customer engagement. We have positioned ourselves to serve the growing demand in the transformation of the direct selling industry
towards the gig economy.

 The
Group has relied significantly on AIL, our former majority stockholder, as its principal sources of funding during the period. AIL, and
later, our current majority stockholder, advised us not to depend solely on it for financing. We have increased our efforts to raise
additional capital through equity or debt financings from other sources. However, we cannot be certain that such capital (from our stockholders
or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such, financing
likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively
impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to
operate our business or pursue our planned growth.

 On
April 8, 2021, the Company entered into a Securities Purchase Agreement with Value Exchange International, Inc., a Nevada corporation
("VEII") pursuant to which the Company purchased 6.5 million restricted shares of VEII Common Stock from VEII for an aggregate
purchase price of $650,000. The closing of the transaction occurred on April 12, 2021. Pursuant to this Securities Purchase Agreement,
the Company was entitled to appoint one nominee to the Board of Directors of VEII. The Company appointed Mr. Lum Kan Fai as its nominee.
Mr. Lum is the Vice Chairman of the Company's Board of Directors. VEII is a provider of customer-centric technology solutions for
the retail industry in Hong Kong and certain regions of China and Philippines. On October 17, 2022, the Company entered into a Stock
Purchase Agreement (the "Agreement") with Chan Heng Fai, who is the Chairman of the Company's Board of Directors and
the Chairman, Chief Executive Officer and largest stockholder of Alset Inc., the Company's majority stockholder. Pursuant to the
Agreement, the Company bought an aggregate of 7,276,163 shares of VEII. The Company presently owns approximately 48.68% of the total
issued and outstanding shares of Value Exchange International Inc.

 In
July of 2021, the Company's indirect subsidiary HotApp International Limited incorporated Smart Reward Express Limited ("Smart
Reward") in Hong Kong. Smart Reward plans to be principally engaged in the business of developing a platform allowing small and
medium sized merchants to set-up their own reward program, with the aim of creating a loyalty exchange program for participating merchants.

International Limited is the owner of 50% of the issued and outstanding shares of Smart Reward. The remaining 50% of the issued and outstanding
shares of Smart Reward are held by Value Exchange Int'l (China) Limited, a wholly-owned subsidiary of VEII.

 On
July 5, 2022, Hapi Cafe Limited ("HCHK") was incorporated. HCHK plans to be principally engaged in the food and beverage
business in Hong Kong.

 On
October 5, 2022, HCHK acquired MOC HK Limited ("MOC") principally engaged in the food and beverage business in Hong Kong.

 On
October 10, 2022, Shenzhen Leyouyou Catering Management Co., Ltd. ("HCCN") was incorporated in People's Republic of
China principally engaged in the food and beverage business in Mainland China.

 In
March of 2023, the Company's name was changed from "GigWorld Inc." to "Hapi Metaverse Inc." to reflect
the Board of Directors' determination that it was in the best interest of the Company to position itself as a Metaverse-as-a-Service
(MaaS) provider, reflecting its latest strategy embracing Metaverse, A.I., and offline engagement for communities and brands.

 The
Company's consolidated financial statements include the financial position, results of operations and cash flows of the following
entities as of December 31, 2023 and 2022, as follows:

 Attributable
 interest as of,

 Name of subsidiary consolidated

 under Hapi Metaverse Inc.

 State or other jurisdiction of

 incorporation or organization

 December
 31,

 2023

 December
 31,

 2022

 %

 %

 BlockChain Pte. Ltd. (f.k.a. HotApps International Pte. Ltd.)

 Singapore

 100.0

 100.0

 International Limited

 Hong
 Kong

 100.0

 100.0

 Gig
 Stablecoin Inc. (f.k.a. Crypto Exchange Inc.)

 Nevada

 -

 * 11

 100.0

 HWH
 World Inc.

 Delaware

 -

 * 12

 100.0

 Smart
 Reward Express Limited

 Hong
 Kong

 50.0

 * 1

 50.0

 * 1

 Hapi
 Caf Limited

 Hong
 Kong

 100.0

 * 2

 100.0

 * 2

 MOC
 HK Limited

 Hong
 Kong

 100.0

 * 3

 100.0

 *3

 Shenzhen
 Leyouyou Catering Management Co., Ltd.

 People's
 Republic of China

 100.0

 * 4

 100.0

 * 4

 Hapi
 Metaverse Inc.

 Texas

 100.0

 * 5

 100.0

 * 5

 Dongguan
 Leyouyou Catering Management Co., Ltd.

 People's
 Republic of China

 100.0

 * 6

 -

 Guangzho
 Leyouyou Catering Management Co., Ltd.

 People's
 Republic of China

 100.0

 * 7

 -

 Hapi
 Travel Ltd.

 Hong
 Kong

 100.0

 * 8

 -

 Hapi
 Acquisition Pte. Ltd.

 Singapore

 100.0

 * 9

 -

 NewRetail-AI
 Inc.

 Nevada

 100.0

 * 10

 * 1
 Smart Reward Express Limited ("Smart Reward") was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up
share capital of $1,288 (HK$10,000) comprising 10,000 ordinary shares.

 Smart
Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their
own reward program, with the aim of creating a loyalty exchange program for participating merchants.

International Limited is the owner of 50% of the issued and outstanding shares of Smart Reward. The remaining 50% of the issued and outstanding
shares of Smart Reward are held by Value Exchange Int'l (China) Limited, a wholly-owned subsidiary of VEII.

International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward.
HotApp International Limited is a wholly-owned subsidiary of HotApp BlockChain Pte. Ltd., which is a wholly-owned subsidiary of Hapi
Metaverse Inc. The remaining 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward,
are held by Value Exchange Int'l (China) Limited, a wholly-owned subsidiary of Value Exchange International Inc. Hapi Metaverse
Inc. owns 48.55% and 38.1% of the total issued and outstanding shares of Value Exchange International Inc as of December 31, 2023 and
December 31, 2022.

 Accordingly,
the Company in total holds more than 50% of Smart Reward, and Swart Reward is consolidated in the Company's financial statements.

 * 2
 Hapi Cafe Limited ("HCHK") was incorporated in Hong Kong on July 5, 2022 with an issued and paid-up share capital of
$0.26 (HK$2) comprising 2 ordinary shares. HCHK plans to be principally engaged in the food and beverage business in Hong Kong.

BlockChain Pte. Ltd. is the owner of 100% of the issued and outstanding shares of HCHK. This business was acquired on September 5, 2022.

 * 3
 MOC HK Limited ("MOC") was incorporated in Hong Kong on February 16, 2020 with an issued and paid-up share capital
of $1.28 (HK$10) comprising 10 ordinary shares. MOC plans to be principally engaged in the food and beverage business in Hong Kong. Hapi
Cafe Ltd. is the owner of 100% of the issued and outstanding shares of MOC. This business was acquired on October 5, 2022. And during
the acquisition, a goodwill $60,343 had been generated for the Company.

 * 4
 Shenzhen Leyouyou Catering Management Co., Ltd. ("HCCN") was incorporated in People's Republic of China on October
10, 2022. HCCN plans to be principally engaged in the food and beverage business in Mainland China.

 Hapi
Cafe Ltd. is the owner HCCN. This business was acquired on October 10, 2022.

 * 5
 Hapi Metaverse Inc. was incorporated in Texas on November 28, 2022 with an issued and paid-up share capital of $0.1 comprising
100 ordinary shares.

 * 6 Dongguan Leyouyou Catering Management Co., Ltd. ("HCDG") was incorporated in People's Republic of China on March 1, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China.

 HCCN
is the owner of HCDG. This business was incorporated on March 1, 2023.

 * 7 Guangzhou Leyouyou Catering Management Co., Ltd. ("HCGZ") was incorporated in People's Republic of China on May 19, 2023. HCDG plans to be principally engaged in the food and beverage business in Mainland China.

 HCCN
is the owner of HCGZ. This business was incorporated on May 19, 2023.

 * 8 Hapi Travel Ltd. ("HTL") was incorporated in Hong Kong on September 27, 2019. HTL plans to be principally engaged in the travel business in Hong Kong.

BlockChain Pte. Ltd. is the owner of HTL. This business was acquired on June 14, 2023 via common control. The acquisition result in a deemed dividend of
$214,174 for the Company.

 * 9 Hapi Acquisition Pte. Ltd. was incorporated in Singapore on June 30, 2023 with an issued and paid-up share capital of $2 comprising 2 ordinary shares.

 * 10
 NewRetail-AI Inc. was incorporated in Nevada on July 31, 2023 with an issued and paid-up share capital of $1,000 comprising 10,000,000
ordinary shares.

 * 11
 The company disposed Gig Stablecoin Inc ("GSI") to Teledoc Pte. Ltd, on December 31, 2023, for a nominal consideration
of $1.00, and $1.00 gain of disposal was disclosed in the income statement. GSI had no assets or liabilities on December 31, 2023.

 * 12
 The company disposed HWH World Inc ("HWHWI") to Teledoc Pte. Ltd, on December 31, 2023, for a nominal consideration
of $1.00, and $1.00 gain of disposal was disclosed in the income statement. HWHWI had no assets or liabilities on December 31, 2023.

 Teledoc
Pte. Ltd. is a private company, wholly owned by Chan Heng Fai, the Chairman of the Company's Board of Directors and the Chairman,
Chief Executive Officer and largest stockholder of Alset Inc., the Company's majority stockholder.

 Transactions
between Entities under Common Control

 On
June 14, 2023, the Company completed its online travel business acquisition of Hapi Travel Limited, an online travel business started
in Hong Kong and under common control of the Company. The accompanying consolidated financial statements include the operations of the
acquired entity from its acquisition date. The acquisition has been accounted for as a business combination. Accordingly, consideration
paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their
estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject
to change during the measurement period, which is up to 12 months from the acquisition date.

 As
a result of the acquisition of HTL, a deemed dividend of $214,174 was generated as a result of the business combination which represents
the purchase price of $214,993 in excess of identifiable equity.

 The
common control transaction above resulted in the following basis of accounting for the financial reporting periods:

 The
 acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity.

 The
acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50. The Consolidated financial statements
were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical operations
of HTL were deemed to be immaterial to the Company's consolidated financial statements.

 Our
Plan of Operations

 We
believe that we have significant opportunities to further enhance the value we deliver to our users. We intend to pursue the following
growth strategy:

 focus
 in developing technologies enabling enterprise to capture the gig economy opportunities;

 partner
 with technology providers offer services for membership management, ecommerce, loyalty reward management, metaverse platform for
 community; and

 identify
 solutions and licensing opportunities in accelerating the digital transformation for direct selling, affiliate marketing, travel
 membership and O2O (online-to-offline) eCommerce operations.

 Achieved
and Target Milestones

 In
2023, we have achieved the following milestones:

 Developed
 a Direct Marketing Platform in mobile app integrating marketing, resources management and
 product ordering integrated with back end system;

 Developed a loyalty
 program SDK(System Development Kit) for retail mobile Application;

 Developed a metaverse
 product and training platform for collaborative training and product showcasing; and

 Developed an Artificial
 Intelligence Customer Service Chatbot

 Over
the next twelve months we plan to:

 Further
 enhance our software solution to fit the need of direct to consumer commerce with AI an Metaverse
 services; and

 Achieve
 a closer partnership with VEII for Digital transformation of Retail sectors including loyalty
 programs, Electronic Sales Label management, Know your customer (KYC) solution and AI customer
 Service.

 Our
Business Model and User Monetization Plan

 We
plan to generate revenue through the following:

 white
 label of Hapi Metaverse solutions;

 metaverse
 as a service; and

 digital
 transformation related consulting services.

 Our
Competitiveness in the Businesses in Which we Operate

 With
the focus on being a service provider, our competitiveness is strengthened by:

 strengthening
 the methodology for project management and development through continuous improvement through project engagement;

 understanding
 the industry's need, work closely with service providers in the direct selling industry;

 sharpening
 technology focus and continuous moving up to new area such as blockchain enabled services, metaverse and artificial intelligence;
 and

 operating
 within effective overhead to reduce operational risk.

 Our
Challenges

 Our
ability to execute our growth strategies is subject to risks and uncertainties, including those relating to our ability to:

 raise
 additional funding for the continuous development of our technology and project and to pursue our business strategy;

 maintain
 the trusted status of our ecosystem;

 grow
 our user base, enhance user engagement and create value services for communities and enterprises;

 market
 and profit from our service offerings, monetize our user base and achieve profitability;

 keep
 up with technological developments and evolving user expectations;

 effectively
 manage our growth and control our costs and expenses;

 address
 privacy and security concerns relating to our services and the use of user information;

 identify
 a management team with owner mentality and proven track record; and

 changing
 market behavior for those using competitive platform.

 Please
see "Risk Factors" and other information included in this report for a detailed discussion on the above and other challenges
and risks.

 Our
Key Competitive Strengths

 We
believe building the following will provide us with some key competitive strengthens:

 understanding
 local market needs - establish brand presence for local enterprises and communities based on the implementation know how for the
 early adopters; and

 thin
 and lean organization structure - to effectively adapt to the growth and shrink of operation based on market and sales pipelines.

 Our
Technology

 Based
on our core technology infrastructure, we are building up additional functions on top of this stable and scalable infrastructure.
The system architecture is designed in modular form so that we continue to add new applications modules while we are growing our
customer base. In addition, we shall also be able to incorporate third party application module effectively to continue building new
services to cope with the digital transformation need of the direct selling industry and supporting them capitalizing on the gig
economy opportunity.

 Key
aspects or strengths of our technology include:

 scalable
 infrastructure;

 quick
 adaptation to third party services, such as back end systems, payment and logistics; and

 dedicated
 to continuous improvement of user experience in local context.

 Regulatory
Matters

 We
are subject to the laws and regulations of those jurisdictions in which we plan to conduct our services, primarily the United States
and certain countries in Asia, which are generally applicable to business operations, such as business licensing requirements, income
taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory
requirements. Please see "Risk Factors" and other information included in this report for further discussion on the above
matters.

 Employees
and Employment Agreements

 We
currently have 12 employees, 5 employees employed by the e-Commerce business of Hotapp International Limited, 6 employees employed by
the Food and Beverage ("F&B") business of MOC, HCCN and HCDG, and 1 employee employed by the Travel business of Hapi
Travel Limited. We expect to maintain our headcounts at current levels with moderate increases in line with business activities for the
foreseeable future and if our financing permits. The Company has employees under written contracts that provide for at will termination
and include confidentiality clauses.

 As
of the date of this Report, we have not entered into any employment arrangement with any officers, except for our Chief Executive Officer,
Lee Wang Kei. Mr. Lee is paid $2,000 per month by HotApp International Limited, a subsidiary of the Company. Our largest stockholder,
Alset Inc., has provided staff without charge to our Company at no incremental effort or cost to Alset's own operations. We intend to outsource many functions of our business for the immediate
future.

 Insurance

 We
do not maintain property insurance, business interruption insurance or general third-party liability insurance, nor do we maintain product
liability or key-man insurance.

 Additional
Information

 The
U.S. Securities and Exchange Commission maintains an internet website at  that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the Commission. The periodic reports and other information
that the Company files with the Commission are available for inspection on the Commission's website free of charge as soon as reasonably
practicable after they are electronically filed with or furnished to the Commission.

 The
Company maintains a website at  where you may also access these materials free of charge. We have included
our website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website
is not incorporated into and is not part of this report on Form 10-K.

 Item
1A. Risk Factors.

 An
investment in our common stock involves a high degree of risk. Investors should carefully consider the following factors and other information
before deciding to invest in our Company. If any of the following risks occur, our business, financial condition, results of operations
and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

 Our
business is subject to numerous risk factors, including the following:

 RISKS
RELATED TO OUR FINANCIAL CONDITION

 There
is substantial doubt about the Company's ability to continue as a going concern.

 The
report of Grassi & Co., our independent registered public accounting firm, with respect to our consolidated financial statements
as of and for the year ended December 31, 2023 contains an explanatory paragraph as to our potential ability to continue as a going concern.
As a result, this may adversely affect our ability to obtain new financing on reasonable terms or at all. Investors may be unwilling
to invest in a company that will not have the funds necessary to continue to deploy its business strategies.

 Failure
to raise additional capital to fund future operations could harm our business and results of operations.

 As
reflected on our audited consolidated financial statements as of and for the year ended December 31, 2023 contained herein, we have incurred
net loss since inception, and have a working capital deficit of $2,979,056. We will require additional financing in order to maintain
our corporate existence and to implement our business plans and strategy. The timing and amount of our capital requirements will depend
on a number of factors, including our operational results, the need for other expenditures, and competitive pressures. If additional
funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our then-existing stockholders
will likely be reduced significantly. We cannot make assurances that any financing will be available on terms favorable to us or at all.
If adequate funds are not available on acceptable terms, our ability to fund our business strategy, ongoing operations, take advantage
of unanticipated opportunities, and in turn our business, financial condition and results of operations will be significantly and adversely
affected.

 RISKS
RELATED TO OUR BUSINESS

 Management
has identified a material weakness in the design and effectiveness of our internal controls, which, if not remediated could affect the
accuracy and timeliness of our financial reporting and result in misstatements in our consolidated financial statements.

 In
connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of December 31, 2023. Disclosure
controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 During
evaluation of disclosure controls and procedures as of December 31, 2023 conducted as part of our annual audit and preparation of our
annual consolidated financial statements, management conducted an evaluation of the effectiveness of the design and operations of our
disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective. Management determined
that at December 31, 2023, we had a material weakness that relates to the relatively small number of staff who have bookkeeping and accounting
functions (this staff is provided by Alset Inc., our largest shareholder, at no cost to us). This limited number of staff prevents us
from segregating duties within our internal control system.

 This
material weakness, which remained unremediated by the Company as of December 31, 2023, could result in a misstatement to the accounts
and disclosures that would result in a material misstatement to our annual or interim consolidated financial statements that would not
be prevented or detected. If we do not remediate the material weakness or if other material weaknesses are identified in the future,
we may be unable to report our financial results accurately or to report them on a timely basis, which could result in the loss of investor
confidence and have a material adverse effect on our stock price as well as our ability to access capital and lending markets.

 Our
Company cannot predict if it can achieve profitable operations.

 The
Company has only had limited operations to date and requires significant additional financing to reach its projected milestones, which
include further product development, product marketing and general overhead expenditures. It may be difficult for the Company to attract
funding necessary to reach its projected milestones. Moreover, even if it achieves its projected milestones, the Company cannot predict
whether it will reach profitable operations.

 The
coronavirus or other adverse public health developments could have a material and adverse effect on our business operations, financial
condition and results of operations.

 In
December 2019, a novel strain of coronavirus (COVID-19) was first identified in Wuhan, Hubei Province, China, and has since spread to
a number of other countries, including the United States. The COVID-19 pandemic's far-reaching impact on the global economy could
negatively affect various aspects of our business. The extent to which the COVID-19 pandemic may impact our business will depend on future
developments, which are highly uncertain and cannot be predicted.

 The
COVID-19 pandemic may adversely impact our potential to expand our business activities. The COVID-19 pandemic has impacted, and may continue
to impact, the global supply of certain goods and services in ways that may impact the sale of products to consumers that we, or companies
we may partner with, will attempt to make. The COVID-19 pandemic may prevent us from pursuing otherwise attractive opportunities.

 In
addition, the COVID-19 pandemic could directly impact the ability of our management and service providers to continue to work, and our
ability to conduct our operations in a prompt and efficient manner. Our management has shifted to mostly working from home since March
2020, but this has had minimal impact on our operations to date. However our management's ability to travel has been significantly
limited, and limitations on the mobility of our management may slow down our ability to enter into new transactions and expand existing
projects.

 To
date, we have not been required to expend significant resources related to employee health and safety matters related to the COVID-19
pandemic. We have a small management team, however, and the inability of any significant number of our management team to work due to
illness or the illness of a family member could adversely impact our operations.

 Our
business is highly competitive. Competition presents an ongoing threat to the success of our business.

 We
face significant competition in every aspect of our business, including from companies that provide tools to facilitate the sharing of
information, companies that enable marketers to display advertising and companies that provide development platforms for applications
developers. We compete with companies that offer full-featured products that replicate the range of communications and related capabilities
we provide. We also compete with companies that develop applications, particularly mobile applications, that provide social or other
communications functionality, such as messaging, photo- and video-sharing and micro-blogging, and companies that provide web- and mobile-based
information and entertainment products and services that are designed to engage users and capture time spent online and on mobile devices.
In addition, we face competition from traditional, online, and mobile businesses that provide media for marketers to reach their audiences
and/or develop tools and systems for managing and optimizing advertising campaigns.

 Most,
if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain
product segments, geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively
than us to new or emerging technologies and changes in market conditions.

 Our
competitors may develop products, features, or services that are similar to ours or that achieve greater acceptance, may undertake more
far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain
competitors could use strong or dominant positions in one or more markets to gain competitive advantage against us in our target market
or markets. As a result, our competitors may acquire and engage users or generate revenue at the expense of our own efforts, which may
negatively affect our business and financial results.

 We
believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:

 the
 popularity, usefulness, ease of use, performance, and reliability of our products compared to our competitors' products, particularly
 with respect to mobile products;

 the
 size and composition of our user base;

 the
 engagement of our users with our products and competing products;

 the
 timing and market acceptance of products, including developments and enhancements to our or our competitors' products;

 our
 ability to monetize our products;

 customer
 service and support efforts;

 acquisitions
 or consolidation within our industry, which may result in more formidable competitors;

 our
 ability to attract, retain, and motivate talented employees, particularly software engineers, designers, and product managers;

 our
 ability to cost-effectively manage and grow our operations; and

 our
 reputation and brand strength relative to those of our competitors.

 We
are a development stage company and we may never generate significant revenues which could cause our business to fail.

 We
are a development stage company and have generated limited revenues as of the date of this Report. Since inception, the Company has incurred
net loss of $13,306,915 and has net working capital deficit of $2,979,056 at December 31, 2023. We expect to operate with net loss for
the next financial year-ending December 31, 2024 or longer. We cannot predict the extent of these future net losses, or when we may attain
profitability, if at all. If we are unable to generate significant revenue or attain profitability, we will not be able to sustain operations
and will have to curtail significantly or cease operations.

 We
have a limited operating history that investors can use to evaluate us, and the likelihood of our success must be considered in light
of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

 We
were incorporated in Delaware on March 7, 2012. We have no significant financial resources and have recorded minimal revenues in the
year ended December 31, 2023. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications
and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment
in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that
we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

 If
we do not successfully develop new products and services, our business may be harmed.

 Our
business and operating results may be harmed if we fail to expand our various product and service offerings (either through internal
product or capability development initiatives or through partnerships and acquisitions) in such a way that achieves widespread market
acceptance or that generates significant revenue and gross profits to offset our operating and other costs. We may not successfully identify,
develop and market new product and service offerings in a timely manner. If we introduce new products and services, they may not attain
broad market acceptance or contribute meaningfully to our revenue or profitability. Competitive or technological developments may require
us to make substantial, unanticipated capital expenditures in new products and technologies or in new strategic partnerships, and we
may not have sufficient resources to make these expenditures. Because the markets for many of our products and services are subject to
rapid change, we may need to expand and/or evolve our product and service offerings quickly. Delays and cost overruns could affect our
ability to respond to technological changes, evolving industry standards, competitive developments or customer requirements and harm
our business and operating results.

 The
loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could
harm our business.

 We
depend on the services and performance of our key personnel, including Chan Heng Fai, Lee Wang Kei and Lum Kan Fai. The loss of key personnel,
including members of management, could disrupt our operations and have an adverse effect on our business.

 Each
of Mr. Chan, Mr. Lee and Mr. Lum are engaged in other business ventures, including other technology-related businesses. In order to successfully
implement our businesses plans, we will need to recruit additional qualified personnel.

 We
may incur significant costs to be a public company to ensure compliance with U.S. corporate governance and accounting requirements, and
we may not be able to absorb such costs.

 We
may incur significant costs associated with our public company reporting requirements, costs associated with corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We
expect these costs to equal at least $130,000 per year, consisting of $10,000 in legal, $100,000 in audit and $20,000 for financial printing
and transfer agent fees. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance
costs and to make some activities more time consuming and costly. We may not be able to cover these costs from our operations'
revenue and may need to raise or borrow additional funds. We also expect that these applicable rules and regulations may make it more
difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy
limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult
for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating
and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional
costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which
will negatively affect our business operations.

 Alset
Inc. owns a significant amount of the outstanding common stock of the Company and could take actions which other investors may deem as
detrimental to the Company.

 Alset
Inc. beneficially owns approximately 99.553% of the outstanding common stock of our Company as of the date of this filing. Through this
ownership, this stockholder has the ability to substantially influence our board, our management, and our policies and business operations.
In addition, the rights of the holders of our common stock will be subject to and may be adversely affected by, the rights of holders
of any preferred stock that may be issued in the future. Because of this majority ownership, Alset Inc. may cause the Company to engage
in business combinations without having to seeking other stockholders' approval.

 Such
concentration of ownership also may have the effect of delaying or preventing a change in control, which may be to the benefit of this
one stockholder but not in the interest of the other investors. Additionally, minority stockholders would not be able to obtain the necessary
stockholder vote to affect any change in the course of our business. This concentration of control could prevent minority stockholders
from removing from our Board directors who may be perceived as not performing at an appropriate level.

 We
may face liability for information displayed on or accessible via our website, and for other content and commerce-related activities,
which could cause us to suffer losses.

 We
could face claims for errors, defamation, negligence, copyright or trademark infringement based on the nature and content of information
displayed on or accessible via our website, which could adversely affect our financial condition. Even to the extent that claims made
against us do not result in liability, we may incur substantial costs in investigating and defending such claims.

 Our
insurance, if any, may not cover all potential claims to which we might be exposed to or may not be adequate to indemnify us for all
liabilities that we may incur. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage would
cause us to suffer losses.

 If
our costs and expenses are greater than anticipated and we are unable to raise additional working capital, we may be unable to fully
fund our operations and to otherwise execute our business plan.

 We
do not currently have sufficient funds or any agreements for additional funds, for us to continue our business for the next 12 months.
Should our costs and expenses prove to be greater than we currently anticipate, or should we change our current business plan in a manner
that will increase or accelerate our anticipated costs and expenses, the depletion of our working capital would be accelerated. To the
extent it becomes necessary to raise additional cash in the future as our current cash and working capital resources are depleted, we
will seek to raise it through the public or private sale of debt or equity securities, funding from joint-venture or strategic partners,
debt financing or short-term loans, or a combination of the foregoing. We may also seek to satisfy indebtedness without any cash outlay
through the private issuance of debt or equity securities. We currently do not have any binding commitments for, or readily available
sources of, additional financing. We cannot give you any assurance that we will be able to secure the additional cash or working capital
that we may require to continue our operations.

 If
we require additional capital and even if we are able to raise additional financing, we might not be able to obtain it on terms that
are not unduly expensive or burdensome to the Company or disadvantageous to our existing stockholders.

 If
we require additional capital and even if we are able to raise additional cash or working capital through the public or private sale
of debt or equity securities, funding from joint-venture or strategic partners, debt financing or short-term loans, or the satisfaction
of indebtedness without any cash outlay through the private issuance of debt or equity securities, the terms of such transactions may
be unduly expensive or burdensome to the Company or disadvantageous to our existing stockholders. For example, we may be forced to sell
or issue our securities at significant discounts to market, or pursuant to onerous terms and conditions, including the issuance of preferred
stock with disadvantageous dividend, voting or veto, board membership, conversion, redemption or liquidation provisions; the issuance
of convertible debt with disadvantageous interest rates and conversion features; the issuance of warrants with cashless exercise features;
the issuance of securities with anti-dilution provisions; and the grant of registration rights with significant penalties for the failure
to quickly register. If we raise debt financing, we may be required to secure the financing with all of our business assets, which could
be sold or retained by the creditor should we default in our payment obligations.

 We
may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our services and solutions
are accessible within an acceptable load time. Additionally, other catastrophic occurrences beyond our control could interfere with access
to our services.

 A
key element to our potential growth is the ability of our users (whom we define as anyone who downloads and uses the app) in all geographies
to access our services and solutions within acceptable load times. We may, in the future, experience service disruptions, outages and
other performance problems due to a variety of factors, including infrastructure changes, human or software errors, and denial of service,
fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems
within an acceptable period of time. If our services are unavailable when users attempt to access them as quickly as they expect, users
may seek other services to obtain the information for which they are looking, and may not return to use our services as often in the
future, or at all. This would negatively impact our ability to attract new users and increase engagement of our existing users. We expect
to continue to make significant investments to maintain and improve mobile application performance and to enable rapid releases of new
features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually
develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating
results may be harmed.

 Our
systems are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication
failures, terrorist attacks and other similar events. Despite any precautions we may take, the occurrence of a natural disaster or other
unanticipated problems could result in lengthy interruptions in our services.

 We
do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential
harm to the growth of our business that may result from interruptions in our services as a result of system failures.

 If
our security measures are compromised, or if our websites are subject to attacks that degrade or deny the ability of members or customers
to access our solutions, or if our member data is compromised, members and customers may curtail or stop to use our solutions.

 Our
applications will involve the collection, processing, storage, sharing, disclosure and usage of members' and customers' information
and communications, some of which may be private. We are vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload
our servers with denial-of-service or other attacks and similar disruptions from unauthorized use of our computer systems, any of which
could lead to interruptions, delays, or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally
identifiable or other confidential information. If we experience compromises to our security that result in website performance or availability
problems, the complete shutdown of our websites, or the loss or unauthorized disclosure of confidential information, such as credit card
information, our members or customers may be harmed or lose trust and confidence in us, and decrease the use of our website and services
or stop using our services in their entirety, and we would suffer reputational and financial harm.

 In
addition, we could be subject to regulatory investigations and litigation in connection with a security breach or related issues, and
we could also be liable to third parties for these types of breaches. Such litigation, regulatory investigations and our technical activities
intended to prevent future security breaches are likely to require additional management resources and expenditures. If our security
measures fail to protect this information adequately or we fail to comply with the applicable credit card association operating rules,
we could be liable to both our customers for their losses, as well as the vendors under our agreements with them. In addition, we could
be subject to fines and higher transaction fees, we could face regulatory action, and our customers and vendors could end their relationships
with us. Any of these developments could harm our business and financial results.

 Public
scrutiny of internet privacy and security issues may result in increased regulation and different industry standards, which could deter
or prevent us from providing our current products and solutions to our members and customers, thereby harming our business.

 The
regulatory framework for privacy and security issues worldwide is evolving and is likely to remain in flux for the foreseeable future.
Practices regarding the collection, use, storage, display, processing, transmission and security of personal information by companies
offering online services have recently come under increased public scrutiny. The U.S. government, including the White House, the Federal
Trade Commission, the Department of Commerce and many state governments, are reviewing the need for greater regulation of the collection,
use and storage of information concerning consumer behavior with respect to online services, including regulation aimed at restricting
certain targeted advertising practices and collection and use of data from mobile devices. The FTC in particular has approved consent
decrees resolving complaints and their resulting investigations into the privacy and security practices of a number of online, social
media companies. Similar actions may also impact us directly.

 Our
business, including our ability to operate and expand internationally or on new technology platforms, could be adversely affected if
legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices
that may require changes to these practices, the design of our websites, mobile applications, products, features or our privacy policy.
In particular, the success of our business is expected to be driven by our ability to responsibly use the data that our members share
with us. Therefore, our business could be harmed by any significant change to applicable laws, regulations or industry standards or practices
regarding the storage, use or disclosure of data our members choose to share with us, or regarding the manner in which the express or
implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our products and features,
possibly in a material manner, and may limit our ability to develop new products and features that make use of the data that we collect
from our members.

 We
will rely on outside firms to host our servers and to provide telecommunication connections, and a failure of service by these providers
could adversely affect our business and reputation.

 We
will rely upon third party providers to host a number of our servers and provide telecommunication connections. In the event that these
providers experience any interruption in operations or cease operations for any reason or if we are unable to agree on satisfactory terms
for continued hosting relationships, we would be forced to enter into a relationship with other service providers or assume hosting responsibilities
ourselves. If we are forced to switch hosting facilities, we may not be successful in finding an alternative service provider on acceptable
terms or in hosting the computer server ourselves. We may also be limited in our remedies against these providers in the event of a failure
of service. A failure or limitation of service or available capacity by any of these third-party providers could adversely affect our
business and reputation.

 Our
products and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be
adversely affected.

 Our
products and internal systems rely on software, including software developed or maintained internally and/or by third parties, that is
highly technical and complex. In addition, our products and internal systems depend on the ability of such software to store, retrieve,
process and manage immense amounts of data. The software on which we rely has contained, and may now or in the future contain, undetected
errors, bugs or vulnerabilities. Some errors may only be discovered after the code has been released for external or internal use. Errors
or other design defects within the software on which we rely may result in a negative experience for users and marketers who use our
products, delay product introductions or enhancements, result in measurement or billing errors or compromise our ability to protect the
data of our users and/or our intellectual property. Any errors, bugs or defects discovered in the software on which we rely could result
in damage to our reputation, loss of users, loss of revenue or liability for damages, any of which could adversely affect our business
and financial results.

 A
significant or prolonged economic downturn would have a material adverse effect on our results of operations.

 Our
results of operations are expected to be affected by the level of business activity of our users, many of whom are expected to be businesses.
These businesses, in turn, can be affected by general economic conditions and the level of economic activity in the industries and markets
that they serve. On an aggregate basis, our clients may be less likely to hire as many senior executives or consultants during economic
downturns and periods of economic uncertainty. To the extent our clients delay or reduce hiring senior executives or consultants due
to an economic downturn or economic uncertainty, our results of operations will be adversely affected. A continued economic downturn
or period of economic uncertainty and a decline in the level of business activity of our clients would have a material adverse effect
on our business, financial condition and results of operations.

 Any
intellectual property rights we develop will be valuable and any inability to protect them could reduce the value of our products, services
and brand.

 Any
trademarks, trade secrets, copyrights and other intellectual property rights that we develop will be important assets to us. There can
be no assurance that the protections provided by these intellectual property rights will be adequate to prevent our competitors from
misappropriating our technology or that our competitors will not independently develop technologies that are substantially equivalent
or superior to our technology. There are events that are outside of our control that could pose a threat to our intellectual property
rights. Additionally, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use
of our intellectual property could make it more expensive to do business and harm our operating results.

 We
may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages
and could limit our ability to use certain technologies in the future.

 Companies
in the Internet, technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently
enter into litigation based on allegations of infringement or other violations of intellectual property rights. As our product usage
becomes more wide-spread, the possibility of intellectual property rights claims increases. Our technologies may not be able to withstand
any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time consuming,
expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from
offering our products and services to others and may require that we procure substitute products or services for these members.

 With
respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a
third party's rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may
significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we also
may be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license
or develop technology for any infringing aspects of our business in the future, we may be forced to limit our product and service offerings
and may be unable to compete effectively. Any of these results could harm our brand and operating results.

 RISKS
RELATED TO DOING BUSINESS IN THE PEOPLES REPUBLIC OF CHINA ("PRC")

 Regulations
on Tax

 PRC
Enterprise Income Tax

 The
PRC enterprise income tax, or EIT, is calculated based on the taxable income determined under the applicable EIT Law and its implementation
rules, which became effective on January 1, 2008. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises
in China, including foreign-invested enterprises.

 The
EIT Law and its implementation rules permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise
income tax rate subject to these HNTEs meeting certain qualification criteria. In addition, the relevant EIT laws and regulations also
provide that entities recognized as Software Enterprises are able to enjoy a tax holiday consisting of a 2-year-exemption commencing
from their first profitable year and a 50% reduction in ordinary tax rate in the subsequent three years, while entities qualified as
Key Software Enterprises can enjoy a preferential EIT rate of 10%. A number of our PRC subsidiaries and operating entities enjoy these
types of preferential tax treatment.

 According
to Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a "de
facto management body" in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following
criteria are met:

the primary location of the day-to-day operational management is in the PRC;

decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations
or personnel in the PRC;

the enterprise's primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are located
or maintained in the PRC; and

50% or more of voting board members or senior executives habitually reside in the PRC.

 We
do not believe that we meet any of the conditions outlined in the immediately preceding paragraph.

 Under
Circular 698, if a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the
equity interests of an overseas non-public holding company and such overseas holding company is located in a tax jurisdiction that: (i)
has an effective tax rate less than 12.5%, or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the
transferor, must report such disposition to the PRC competent tax authority of the PRC resident enterprise. The PRC tax authority may
disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose
of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such disposition may be subject to a PRC withholding tax
rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident
enterprise to its related parties at a price which is not on an arm's length basis and results in reducing the taxable income,
the relevant tax authority has the power to make a reasonable adjustment as to the taxable income of the transaction. Circular 698 was
retroactively effective on January 1, 2008. On March 28, 2011, the State Administration of Taxation released SAT Public Notice 24 to
clarify several issues related to Circular 698. SAT Public Notice 24 became effective on April 1, 2011. According to SAT Public Notice
24, the term "effective tax" refers to the effective tax on the gain derived from disposition of the equity interests of
an overseas holding company; and the term "does not impose income tax" refers to cases where the gains derived from disposition
of the equity interests of an overseas holding company is not subject to income tax in the country or region where the overseas holding
company is a resident. There is uncertainty as to the application of Circular 698.

 PRC
Business Tax

to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay
a business tax at the rate of 5% on the revenues generated from providing such services. However, if the services provided are related
to technology development and transfer, such business tax may be exempted subject to approval by the relevant tax authorities.

 In
November 2011, the Ministry of Finance and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added
Tax to Replace Business Tax. Pursuant to this plan and relevant notices, from August 1, 2013, a value-added tax will generally be imposed
to replace the business tax in the transport and shipping industry and some of the modern service industries on a nationwide basis. A
value-added tax, or VAT, rate of 6% applies to revenue derived from the provision of some modern services. Unlike business tax, a taxpayer
is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided.
Accordingly, although the 6% VAT rate is higher than the previously applicable 5% business tax rate, no materially different tax cost
to us has resulted or do we expect to result from the replacement of the business tax with a VAT on our services.

 Regulations
Relating to Foreign Exchange and Dividend Distribution

 Foreign
Exchange Regulation

 The
principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations. Under the PRC
foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange
transactions, may be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By
contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign
currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans or foreign currency
is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC subsidiaries.

 Regulation
of Dividend Distribution

 The
principal laws, rules and regulations governing dividend distribution by foreign-invested enterprises in the PRC are the Company Law
of the PRC, as amended, the Wholly Foreign-owned Enterprise Law and its implementation regulations and the Chinese-foreign Equity Joint
Venture Law and its implementation regulations. Under these laws, rules and regulations, foreign-invested enterprises may pay dividends
only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. Both PRC domestic
companies and wholly-foreign owned PRC enterprises are required to set aside as general reserves at least 10% of their after-tax profit,
until the cumulative amount of such reserves reaches 50% of their registered capital. A PRC company is not permitted to distribute any
profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together
with distributable profits from the current fiscal year.

 Labor
Laws and Social Insurance

to the PRC Labor Law and the PRC Labor Contract Law, employers must execute written labor contracts with full-time employees. All employers
must comply with local minimum wage standards. Violations of the PRC Labor Contract Law and the PRC Labor Law may result in the imposition
of fines and other administrative and criminal liability in the case of serious violations.

 In
addition, according to the PRC Social Insurance Law, employers in China must provide employees with welfare schemes covering pension
insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing funds.

 Regulations
on Anti-Monopoly Law

 The
PRC Anti-Monopoly Law, which took effect on August 1, 2008, prohibits monopolistic conduct, such as entering into monopoly agreements,
abuse of dominant market position and concentration of undertakings that have the effect of eliminating or restricting competition.

 Regulation
of Advertising Services

 The
principal regulations governing advertising businesses in China are:

The Advertising Law of the PRC (1994);

The Advertising Administrative Regulations (1987);

The Implementing Rules for the Advertising Administrative Regulations (2004); and

The Administration Rules of Foreign-invested Advertising Enterprises (2008).

 These
laws, rules and regulations require companies such as ours that engage in advertising activities to obtain a business license that explicitly
includes advertising in the business scope from the SAIC or its local branches.

 Applicable
PRC advertising laws, rules and regulations contain certain prohibitions on the content of advertisements in China (including prohibitions
on misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence,
discrimination or infringement of the public interest). Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited,
and the dissemination of advertisements of certain other products, such as tobacco, patented products, pharmaceuticals, medical instruments,
agrochemicals, foodstuff, alcohol and cosmetics, are also subject to specific restrictions and requirements.

 Advertisers,
advertising operators and advertising distributors, including the businesses that certain of the variable interest entities operate,
are required by applicable PRC advertising laws, rules and regulations to ensure that the content of the advertisements they prepare
or distribute are true and in compliance with applicable laws, rules and regulations. Violation of these laws, rules and regulations
may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and
orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or
its local branches may revoke the violator's license or permit for advertising business operations. In addition, advertisers, advertising
operators or advertising distributors may be subject to civil liability if they infringe the legal rights and interests of third parties,
such as infringement of intellectual proprietary rights, unauthorized use of a name or portrait and defamation.

 Although
advertising services are no longer categorized as a prohibited or restricted area for foreign investment, the Administration Rules of
Foreign-invested Advertising Enterprises issued on August 22, 2008 by the SAIC and the Ministry of Commerce, or the MOFCOM, require all
foreign investors of advertising enterprises to have a track record in, and mainly engage in, advertising businesses overseas. The establishment
of a foreign-invested advertising enterprise is also subject to pre-approval by the SAIC or its local branch.

 Regulation
Relating to Privacy Protection

 Under
the ICP Measures, ICPs are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory
to others or that infringes upon the lawful rights and interests of others. Depending on the nature of the violation, ICPs may face criminal
charges or sanctions by PRC security authorities for such acts, and may be ordered to suspend temporarily their services or have their
licenses revoked.

 Under
the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT on December 29, 2011, ICPs
are also prohibited from collecting any user personal information or providing any such information to third parties without the consent
of a user. ICPs must expressly inform the users of the method, content and purpose of the collection and processing of such user personal
information and may only collect such information necessary for its services. ICPs are also required to properly maintain the user personal
information, and in case of any leak or likely leak of the user personal information, ICPs must take remedial measures immediately and
report any material leak to the telecommunications regulatory authority.

 In
addition, the Decision on Strengthening Network Information Protection promulgated by the Standing Committee of the National People's
Congress on December 28, 2012 emphasizes the need to protect electronic information that contains individual identification information
and other private data. The decision requires ICPs to establish and publish policies regarding the collection and use of personal electronic
information and to take necessary measures to ensure the security of the information and to prevent leakage, damage or loss. Furthermore,
MIIT's Rules on Protection of Personal Information of Telecommunications and Internet Users promulgated on July 16, 2013 contain
detailed requirements on the use and collection of personal information as well as the security measures to be taken by ICPs.

 The
PRC government retains the power and authority to order ICPs to provide an Internet user's personal information if such user posts
any prohibited content or engages in any illegal activities through the Internet.

 RISKS
RELATED TO OUR COMMON STOCK

 Once
publicly trading, the application of the "penny stock" rules could adversely affect the market price of our common shares
and increase your transaction costs to sell those shares.

 The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 that
 a broker or dealer approve a person's account for transactions in penny stocks; and

 that
 a broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
 penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 obtain
 financial information and investment experience objectives of the person; and

 make
 a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge
 and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating
to the penny stock market, which, in highlight form:

 sets
 forth the basis on which the broker or dealer made the suitability determination; and

 that
 the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 Disclosure
also has to be made concerning the risks of investing in penny stocks in both public offerings and in secondary trading and regarding
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 We
do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.

 We
do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend
on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider
relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development
and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to
the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board of
Directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our
stock price appreciates.

 Our
common stock price is likely to be highly volatile which may subject us to securities litigation thereby diverting our resources which
may affect our profitability and results of operation.

 Once
listed, due to the nature of our Company and its business, the market price for our common stock is expected to be limited and highly
volatile. The following factors will add to our common stock price's volatility:

 the
 number of users of our applications;

 actual
 or anticipated variations in our quarterly operating results;

 announcements
 of acquisitions;

 additions
 or departures of our key personnel; and

 sales
 of our common stock.

 Some
of these factors are beyond our control. These factors may decrease the market price of our common stock, regardless of our operating
performance. In the past, plaintiffs have initiated securities class action litigation against a company following periods of volatility
in the market price of its securities. We may be the target of similar litigation in the future. Securities litigation could result in
substantial costs and liabilities and could divert management's attention and resources.

 In
addition, as a result of the expected volatility of our stock price, investors may be unable to resell their shares at a fair price or
at a price lower than their entry price.

 The
trading market for our common stock may be limited.

 If
a market for our common stock develops, it is expected to be limited and thinly traded, and we can provide no assurance to investors
that a more robust market will develop. If a market for our common stock does not develop, our stockholders may not be able to resell
the shares of our common stock they have purchased and they may lose all of their investment.

 By
issuing preferred stock, we may be able to delay, defer, or prevent a change of control.

 Our
Articles of Incorporation permit us to issue, without approval from our stockholders, a total of 15,000,000 shares of preferred stock.
Our Board of Directors can determine the rights, preferences, privileges and restrictions granted to, or imposed upon, the shares of
preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that our Board
of Directors, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions
that have the effect of delaying, deferring or preventing a change in control, discouraging bids for our common stock at a premium over
the market price, or that adversely affect the market price of our common stock and the voting and other rights of the holders of our
common stock.

 We
have not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections
against interested director transactions, conflicts of interests and similar matters.

 We
have not yet adopted any corporate governance measures and, since our securities are not yet listed on a national securities exchange,
we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our
Board of Directors as we presently have only one independent director. If we expand our board membership in future periods to include
additional independent directors, we may seek to establish an audit and other committees of our Board of Directors. It is possible that
if our Board of Directors included additional independent directors and if we were to adopt some or all of these corporate governance
measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested
directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and
compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest
in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures
in formulating their investment decisions.

 Securities
analysts may not cover our common stock and this may have a negative impact on our common stock's market price.

 The
trading market for our common stock in the future may depend on the research and reports that securities analysts publish about us or
our business. We do not have any control over these analysts. There is no guarantee that securities analysts will cover our common stock.
If securities analysts do not cover our common stock, the lack of research coverage may adversely affect our common stock's market
price, if any. If we are covered by securities analysts, and our stock is downgraded, our stock price would likely decline. If one or
more of these analysts ceases to cover us or fails to publish regularly reports on us, we could lose visibility in the financial markets,
which could cause our stock price or trading volume to decline.

 Since
members of our board of directors are not residents of the United States and certain of our assets are located outside of the United
States, you may not be able to enforce a U.S. judgment for claims you may bring against such directors or assets.

 Members
of our senior management team, including our Chief Executive Officer and Chief Financial Officer, have their primary residences and business
offices in Asia, and a portion of our assets and a substantial portion of the assets of these directors are located outside the United
States. As a result, it may be more difficult for you to enforce a lawsuit within the United States against these non-U.S. residents
than if they were residents of the United States. Also, it may be more difficult for you to enforce any judgment obtained in the United
States against our assets or the assets of our non-U.S. resident management located outside the United States than if these assets were
located within the United States. We cannot assure you that foreign courts would enforce liabilities predicated on U.S. federal securities
laws in original actions commenced in such foreign jurisdiction, or judgments of U.S. courts obtained in actions based upon the civil
liability provisions of U.S. federal securities laws.

 Item
1B. Unresolved Staff Comments.

 Not
Applicable

 Item
1C. Cybersecurity.

 Risk
Management and Strategy

 We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team continuously evaluate and addresses cybersecurity risks in alignment with our business
objectives and operational needs.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 Item
2. Properties

 Our
US office is located at 4800 Montgomery Lane, Suite 210, Bethesda MD 20814. We occupy one office at this location free of rent based
on a month-to-month arrangement with an affiliate of Alset Inc., the Company's largest stockholder.

 Our
HK Office is located on 8th Floor, Skyway Centre, 23 Queen's Road West, Sheung Wan, Hong Kong. We occupy one office at this location
with a monthly rent of $4,757 and the lease will end at 31 Aug, 2025.

 Our
PRC Office is located on Room 3806, No. 11 Dongcheng Section, Dongcheng Avenue, Dongcheng Street, Dongguan City, Guangdong Province,
PRC. We occupy one office at this location with a monthly rent of $3,267 and the lease will end at 10 Mar, 2027.

 Item
3. Legal Proceedings.

 The
Company is not a party to any proceedings, and no such proceedings are known to be contemplated.

 There
are no material proceedings to which any director, officer or affiliate of the Company, or any beneficial owner of record of more than
five percent of any class of voting securities of the Company, or any associate of any such director, office, affiliate of the Company,
or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or
any of its subsidiaries.

 Item
4. Mine Safety Disclosure.

 Not
Applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Presently,
there is no established public trading market for our shares of common stock. On June 9, 2015, the Financial Industry Regulatory Authority
("FINRA"), cleared the Company's request under Rule 15c2-11 for an unpriced quotation on the OTC Bulletin Board and
in OTC Link under the symbol HTPN. Since that time, through the date of this Annual Report, the Company has not had any trading in its
stock. The Company's stock symbol is now GIGW and the Company's new name has been change to Hapi Metaverse Inc.

 Holders

 As
of the date of this filing, we had 4,842 stockholders of record of our common stock.

 Dividends

 Since
inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable
future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business,
our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend
upon our earnings, capital requirements and other factors, which our Board of Directors may deem relevant.

 Securities
authorized for issuance under equity compensation plans

 On
July 30, 2018, the Company adopted an Equity Incentive Plan (the "Plan"). The Plan is intended to encourage ownership of
our shares by employees, directors and certain consultants to the Company, in order to attract and retain such people, to induce them
to work for the benefit of the Company. The Plan provides for the grant of options and/or other stock-based or stock-denominated awards.
Subject to adjustment in accordance with the terms of the Plan, 50,000,000 shares of Common Stock of the Company have been reserved for
issuance pursuant to awards under the Plan. The Plan will be administered by the Company's Board of Directors. This Plan shall
terminate ten (10) years from the date of its adoption by the Board of Directors. The Plan was approved by the stockholder holding a
majority of the Company's issued and outstanding shares of common stock.

 Recent
sales of unregistered securities; use of proceeds from registered securities

 On
December 20, 2018, the Board of Directors of AIL announced its intention to sell up to 3,200,000 shares of the Company to independent
third parties at US$0.50 per share for an aggregate cash consideration of up to US$1,600,000. The purpose of this proposed sale was to
raise funds to continue to support the general corporate and working capital of the Company, including but not limited to the operating
costs of the Company. During 2021, AIL sold 1,449,200 shares of the Company to independent third parties, and AIL owned 99.693% of the
Company after such transactions. On August 30, 2022, Alset International Limited entered into a stock purchase with its controlling stockholder,
Alset Inc. (formerly known as Alset EHome International Inc.) in relation to the disposal of 505,341,376 shares of the Company's
common stock, representing approximately 99.69% of the total issued and paid-up share capital of the Company at that time, to Alset Inc.
After this transaction, Alset Inc. became our largest stockholder. On April 24, 2023, the Company completed the issuance of 711,750 shares
of the Company's common stock to 4,736 individuals for services rendered to the Company. The share-based compensation related to
this share issuance is approximately $712.

 Performance
Graph

 Not
applicable to smaller reporting companies.

 Purchases
of Equity Securities by the issuer and affiliated purchasers

 During
the period covered by this report, the Company did not repurchase any shares of the Company's common stock.

 Item
6. Selected Financial Data.

 Not
applicable to smaller reporting companies.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 RESULTS
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 COMPARED TO

 YEAR
ENDED DECEMBER 31, 2022

 Results
of Operations

 For
the years ended December 31, 2023 and 2022

consists primarily of the services rendered to customers in the amount of $28,117 and $28,143, respectively, for the years ended December
31, 2023 and 2022.The Company began generating revenue from a project providing AI chatbot services to Value Exchange Int'l (Hong
Kong) Limited, a related company of the company and a subsidiary of VEII located in Hong Kong, on a monthly basis in 2022. Additional
revenue also generated from F&B business, MOC and HCDG were $201,873 and $41,772, respectively, for the years ended December 31,
2023 and 2022. And revenue generated from Travel business, HTL, were $24,337 and $0 respectively, for the years ended December 31, 2023
and 2022. Total revenues were $254,327 and $69,915, respectively, for the years ended December 31, 2023 and 2022. The increase in revenue
was mainly generated from the F&B business for $160,101 and from the Travel business for $24,337.

 Cost
of revenue

 Cost
of revenue consists primarily of outside service fees incurred directly to the project. Total cost of revenue for the years ended December
31, 2023 and 2022 were $9,153 and $9,151, respectively. The cost from F&B revenue were $59,804 and $19,093 respectively, for
the years ended December 31, 2023 and 2022, of which $6,401 and $4,821 were depreciation for leasehold improvement respectively. The cost from Travel revenue were $23,137 and $0 respectively, for the years ended December 31, 2023 and 2022. Total cost of revenue
for the years ended December 31, 2023 and 2022 were $92,094 and $28,244. The increase in cost of revenue generated from the F&B business
for $40,711 and from the Travel business for $23,137.

 Operating
Expenses

 Operating
expenses consist primarily of salary and benefits, professional fees, consulting expenses and maintenance expenses of existing software
framework. We expect to maintain our operating expenses with moderate changes in line with business activities. Total operating expenses
for the years ended December 31, 2023 and 2022 were $963,385 and $411,562, of which $2,912 and $1,524 were depreciation expenses and
$8,235 and $295 were rent expenses, respectively. The increase was mainly due to the increase in consulting expenses for the exploration
of new project and new market, and $295,090 increase of salaries expenses due to the expansion in the F&B and Travel business.

 Other
Income (Expense)

 Total
other income (expenses) for the years ended December 31, 2023 and 2022 were ($6,110,852) and ($1,358,129), of which $66,315 and $11 in
interest income, ($6,109,270) and ($1,427,094) in unrealized loss on securities investment, $1 and $3,065 in other income, ($97,622)
and ($5) in interest expenses, $29,722 and $62,677 in foreign exchange gain, and $2 and $3,217 in gain on disposal of investment respectively.
The increase of other expenses was mainly due to $6,216,898 increase of expenses due to the fair value loss of VEII shares and warrants.

 Liquidity
and Capital Resources

 At
December 31, 2023, we had cash of $745,719 and a working capital deficit of $2,979,056. The increase in the working capital deficit during
the year ended December 31, 2023 was due to the increase in the amount due to related parties.

 We
had a total stockholders' deficit of $2,563,665 and an accumulated deficit of $13,199,288 as of December 31, 2023 compared with
a total stockholders' deficit of $1,875,788 and an accumulated deficit of $6,288,884 as of December 31, 2022. This difference is
primarily due to the net loss incurred during the year.

 For
the year ended December 31, 2023, we recorded a net loss of $6,912,004.

 We had net cash used in operating activities of $816,748 for the year ended
December 31, 2023. We had a negative change of $75,030 due to accounts receivable, $2,222 due to prepaid expenses and $139,441 due to
change in operating lease liability and $2 due to gain on disposal of subsidiary. A positive change of $6,109,270 due to unrealized loss
on security investment, $150,135 in non-cash lease expenses, $3,264 in provision for impairment of accounts receivable $30,936 due to
accounts payable and accrued expenses, $7,112 due to security deposit and other receivable and $1,209 due to inventories.

 For
the year ended December 31, 2022, we recorded a net loss of $1,728,020, excluded the loss from discontinued operations $648.

 We
had net cash used in operating activities of $402,044 for the year ended December 31, 2022. We had a negative change of $114,620 due
to security deposit and other receivable, $2,708 due to accounts receivable, $1,540 due to prepaid expenses and $894 due to
inventories, $16,923 due to change in operating lease liability. A positive change of $1,427,094 due to unrealized loss on security
investment, $18,535 in non-cash lease expenses and $14,552 due to accounts payable and accrued expenses.

 In the year ended December 31, 2023, we had net cash used in investing
activities of $2,408,139. We had used $2,400,000 in issuance of convertible loan receivable to related party, $4,127 in the purchase of
property and equipment and 4,012 in other investing activities. In the year ended December 31, 2022, we had net cash used in investing
activities of $1,817,956. We had used $1,743,735 in the purchase of securities investment, used $70,523 in the acquisition of MOC and
used $3,698 in the purchase of property and equipment.

 For the year ended December 31, 2023, we had net cash provided by financial
activities of $3,557,477, We had a negative change of $214,934 due to acquisition of Hapi Travel via common control. A positive change
of $2,400,000 was due to borrowings from related parties and $1,372,411 was due to advances from related parties. For the year ended December
31, 2022, we had net cash provided by financial activities of $2,568,604, of which $2,568,604 was due to advances from related parties.

 As
of December 31, 2023, we have fixed operating office lease agreements in Hong Kong and the People's Republic of China.

 We
will need to raise additional capital through equity or debt financings. However, we cannot be certain that such capital (from our largest
shareholder or third parties) will be available to us or whether such capital will be available on a term that is acceptable to us. Any
such financing likely would be dilutive to existing stockholders and could result in significant financial and operating covenants that
would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient
funds to operate our business and pursue our business plan.

 We
have included disclosures which discuss the matters which create substantial doubt as to whether we will be able to continue to operate
as a going concern including the facts that the Company has incurred net operating losses of $13,199,288 from inception though December
31, 2023 and has not yet established an ongoing source of revenue sufficient to cover its operating costs. The ability of the Company
to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable.
If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 Critical
Accounting Policies

 Our
discussion and analysis of the consolidated financial condition and results of operations are based upon the Company's consolidated
financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP").
The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We believe that the estimates,
assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our consolidated
financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters,
actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting
policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory
reserves and income taxes. These policies require that we make estimates in the preparation of our consolidated financial statements
as of a given date.

 Within
the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would
result in materially different amounts being reported.

recognition

 Accounting
Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles
for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's
contracts to provide goods or services to customers. Under the standard, revenue is recognized when a customer obtains control of promised
goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

is recognized when (or as) the Company transfers promised goods or services or catering service to its customers in amounts that reflect
the consideration to which the Company expects to be entitled to in exchange for those goods or services or catering service, which occurs
when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services or catering
service to its customers. Costs to obtain or fulfill a contract are expensed as incurred.

 The
Company began generating revenue from F&B business by providing quality catering service and a project providing services to Value
Exchange Int'l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc.("VEII") located in Hong Kong,
on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer, we issue the corresponding
invoice and provide the service accordingly. Any payment received from this customer in advance is presented within other payables on
the Company's consolidated balance sheets.

 Income
taxes

 Current
income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when
temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial
statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all
of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified
as non-current in accordance with ASC 740.

 The
impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not
to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than
a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income
taxes. The Group did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential
underpaid income tax expenses for the years ended December 31, 2023 or 2022, respectively.

 Investment
in Securities - related party

 The
Company entered into Securities Purchase Agreements with pursuant to which the Company purchased 6,500,000 and 7,276,163 shares of Value
Exchange International, Inc., a Nevada corporation ("VEII") on April 8, 2021 and October 17, 2022 respectively.

 On
January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the "Lenders") entered into a Convertible
Credit Agreement (the "Credit Agreement") with VEII. The Credit Agreement provides VEII with a maximum credit line of $1,500,000
("Maximum Credit Line") with simple interest accrued on any advances of the money under the Credit Agreement at 8%. The principal
amount of any advance of money under the Credit Agreement (each being referred to as an "Advance") is due in a lump sum,
balloon payment on the third annual anniversary of the date of the Advance ("Advance Maturity Date"). Accrued and unpaid
interest on any Advance is due and payable on a semi-annual basis with interest payments due on the last business day of June and last
business day of December of each year. A Lender may demand that any portion or all of the unpaid principal amount of any Advance as well
as accrued and unpaid interest thereon may be paid by shares of VEII Common Stock in lieu of cash payment.

 VEII
must request Advances from the Lenders. Either Lender may elect to separately, fully fund the Advance, or both Lenders may jointly elect
to fund the Advance based on Lenders' agreement on the portion of the Advance to be funded by each Lender. Lenders may severally
or jointly reject any request for an Advance and neither Lender has an obligation to fund any Advance under the Credit Agreement. Accordingly,
the Company will determine how much to loan to VEII pursuant to the Credit Agreement.

 The
Credit Agreement grants conversion rights to each Lender. Each Advance shall be convertible, in whole or in part, into shares of VEII
Common Stock at the option of the Lender who made that Advance (being referred to as a "Conversion"), at any time and from
time to time, at a price per share equal the "Conversion Price" (as defined below). The Conversion Price for a Conversion
shall be the average closing price of the VEII Common Stock for the three (3) consecutive trading days prior to date of the Notice of
Conversion. The Lenders shall also have certain conversion rights upon a change of control of VEII, or a breach of the Credit Agreement
by VEII.

 In
the event that a Lender elects to convert any portion of an Advance into shares of VEII Common Stock in lieu of cash payment in satisfaction
of that Advance, then VEII would issue to the Lender five (5) detachable warrants for each share of VEII Common Stock issued in a Conversion
("Warrants"). Each Warrant will entitle the Lender to purchase one (1) share of Common Stock at a per-share exercise price
equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant.

 On
February 23, 2023, Hapi Metaverse loaned VEII $1,400,000 (the "Loan Amount"). The Loan Amount can be converted into shares
of VEII pursuant to the terms of the Convertible Credit Agreement for a period of three years. There is no fixed price for the derivative
security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock.

 On
September 6, 2023, the Company converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII's common
stock. Under the terms of the Credit Agreement, the Company received common stock warrants to purchase a maximum of 36,723,160 shares
of VEII common stock at an exercise price of $0.1770 per share. Such warrants expire five (5) years from date of their issuance.

 On
December 14, 2023, the company entered into a Convertible Credit Agreement ("Credit Agreement") with VEII. On December 15,
2023, the company loaned VEII $1,000,000. The Credit Agreement was amended pursuant to an agreement dated December 19, 2023. Under the
Credit Agreement, as amended, this amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement
for a period of three years. In the event that the company converts this loan into shares of VEII Common Stock, the conversion price
shall be $0.045 per share. In the event that the company elects to convert any portion of the loan into shares of VEII Common Stock in
lieu of cash payment in satisfaction of that loan, then VEII will issue to the company five (5) detachable warrants for each share of
VEII Common Stock issued in a conversion ("Warrants"). Each Warrant will entitle the company to purchase one (1) share of
Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years
from date of issuance of the Warrant. At the time of this filing, the company has not converted the Loan Amount.

 Our
Chairman, Chan Heng Fai, and another member of our Board of Directors, Lum Kan Fai, are both members of the Board of Directors of VEII.
In addition to Mr. Chan, two other members of the Board of Directors of our majority stockholder, Alset Inc., are also members of the
Board of Directors of VEII (Mr. Wong Shui Yeung and Mr. Wong Tat Keung). The Company currently owns a total of 21,120,795 shares (representing
48.55%) of VEII. which are recorded at fair value of $1,425,654 and $2,341,948 at December 31, 2023 and December 31, 2022, respectively.
($6,216,897) and ($1,427,094) in unrealized (loss) were recognized during the years ended December 31, 2023 and 2022, respectively.

 Off
–Balance Sheet Arrangements

 As
of December 31, 2022, we do not have any off-balance sheet arrangements, as defined under applicable SEC rule.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
applicable.

 Item
8. Financial Statements.

 HAPI
METAVERSE INC.

TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 and 2022

 Reports
 of Independent Registered Public Accounting Firm Auditor PCAOB ID Number: 606

 Consolidated
 Financial Statements

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 Hapi
Metaverse Inc. and Subsidiaries

 Bethesda,
Maryland

 Opinion
on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance sheets of Hapi Metaverse Inc. and Subsidiaries, (the Company)
as of December 31, 2023, and 2022 and the related consolidated statements of operations and comprehensive loss, changes in stockholders'
deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred
to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023, and 2022 and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United
States of America.

 Substantial
Doubt About the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company's significant accumulated operating losses and working capital
deficit raise substantial doubt about its ability to continue as a going concern. Management's evaluation of the events and conditions,
and management's plans regarding those matters, are also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Emphasis of Matter

 The Company has significant transactions with related parties which are described in Notes 9 and 10 of the consolidated
financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis, as the
requisite condition of competitive, free market dealings may not exist.

 Critical
Audit Matter

 The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Valuation
of Investment in Related Party and Convertible Loan Receivable

 Critical
Audit Matter Description

 As discussed in the Company's consolidated financial statements, the Company has an investment in a related
party, Value Exchange International ("VEII"). This investment is comprised of common shares and warrants. The Company also
has a convertible loan receivable with VEII. The Company currently holds a 48.55% ownership of VEII as of December 31, 2023. Under ASC
825, the Company elected to account for its equity-method investment in VEII using the fair value option. As a result, all financial interests
in the same entity, including the convertible loan receivable, are required to be recorded at fair value. The Company uses publicly available
trading data of VEII in calculating its estimate of fair value of its investment in and convertible loan receivable with VEII.

 We identified the valuation of the Company's VEII investment and convertible loan receivable as a critical
audit matter. The principal consideration for our determination that this was a critical audit matter resulted from the material balance
of the investment and convertible loan receivable and its valuation which required a high degree of subjective and complex judgement.

 How
the Critical Audit Matter Was Addressed in the Audit

 We obtained an understanding of the Company's investment valuation process, including controls over management's
review of the significant assumptions. We considered the material weaknesses relating to management's internal controls in determining
the nature, timing and extent of audit tests applied in our audit.

 Our primary substantive audit procedures with respect to the Company's valuation of its investment in and convertible
loan receivable with VEII, included testing the Company's valuation calculations by comparing significant inputs to observable sources.
Further, we utilized an internal valuation specialist to assist in our assessment of the reasonableness of the methods and significant
assumptions utilized by the Company in its valuation models.

 GRASSI
& CO., CPAs, P.C.

 We
have served as the Company's auditor since 2022.

 Jericho,
New York

 April
1, 2024

 HAPI

 CONSOLIDATED
BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022

 December
 31, 2023

 December 31, 2022

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 745,719

 514,260

 Prepaid expenses and other current assets

 127,017

 118,933

 Prepaid expenses and other current assets – related party

 65,885

 2,802

 Prepaid expenses and other current assets

 127,017

 118,933

 Investment in Securities at Fair Value – related party

 3,913,508

 TOTAL CURRENT ASSETS

 4,852,129

 2,977,943

 Property and equipment, net

 6,574

 10,305

 Convertible promissory note receivable – related party

 1,207,627

 -

 Goodwill

 60,273

 Operating lease right-of-use assets, net

 267,727

 129,478

 TOTAL ASSETS

 6,394,330

 3,178,069

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 74,935

 24,601

 Accounts payable and accrued expenses – related party

 -

 7,838

 Accounts payable and accrued expenses

 74,935

 24,601

 Accrued taxes

 3,816

 Amount due to related parties

 6,207,791

 4,886,507

 Convertible promissory note payable – related party

 1,400,000

 -

 Operating lease liabilities – Current

 148,088

 71,899

 TOTAL CURRENT LIABILITIES

 7,831,185

 4,994,661

 NON-CURRENT LIABILITIES:

 Operating lease liabilities- Non-current

 126,810

 59,196

 Promissory note payable – related party

 1,000,000

 -

 TOTAL NON-CURRENT LIABILITIES:

 1,126,810

 59,196

 TOTAL LIABILITIES

 8,957,995

 5,053,857

 COMMITMENTS AND CONTINGENCIES

 -

 -

 STOCKHOLDERS' EQUITY (DEFICIT):

 Preferred stock, $ 0.0001 par value, 15,000,000 shares authorized, 0 issued and outstanding as of December 31, 2023 and December 31, 2022

 -

 -

 Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized, 507,610,326 and 506,898,576 shares issued and outstanding, as of December 31, 2023 and December, 31 2022, respectively

 50,761

 50,690

 Additional paid-in capital

 11,168,595

 4,679,498

 Accumulated other comprehensive loss

 ( 365,350
)

 ( 315,241
)

 Accumulated deficit

 ( 13,414,222
)

 ( 6,288,884
)

 TOTAL HAPI METAVERSE INC STOCKHOLDERS' DEFICIT

 ( 2,560,216
)

 ( 1,873,937
)

 NON-CONTROLLING INTERESTS

 ( 3,449
)

 ( 1,851
)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 2,563,665
)

 ( 1,875,788
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 6,394,330

 3,178,069

 The
accompanying notes to the consolidated financial statements are an integral part of these statements.

 HAPI

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS

ENDED DECEMBER 31, 2023 AND 2022

 12 Months Ended

 December 31, 2023

 12 Months Ended

 December 31, 2022

 Revenues:

 Food & Beverage

 201,873

 41,772

 Travel

 24,337

 -

 Services Rendered – related party

 28,117

 28,143

 Total of Revenue

 254,327

 69,915

 Cost of revenues

 Food & Beverage – Depreciation

 ( 6,401
)

 ( 4,821
)

 Food & Beverage – Cost of revenues

 ( 53,403
)

 ( 14,272
)

 Travel – Cost of revenues

 ( 23,137
)

 -

 Services Rendered – Cost of revenues

 ( 9,153
)

 ( 9,151
)

 Total Cost of Revenue

 ( 92,094
)

 ( 28,244
)

 Gross profit

 162,233

 41,671

 Operating expenses:

 Depreciation

 2,912

 1,524

 General and administrative

 960,473

 410,038

 Total operating expenses

 963,385

 411,562

 (Loss) from operations

 ( 801,152
)

 ( 369,891
)

 Other income (expense):

 Interest income – related party

 65,885

 -

 Interest income

 Other income

 3,065

 Interest expense – related party

 ( 97,622
)

 ( 5
)

 Foreign exchange gain (loss)

 29,722

 62,677

 Unrealized loss on Securities Investment – related party

 ( 6,109,270
)

 ( 1,427,094
)

 Gain on disposal of a subsidiary to related party

 3,217

 Total other expense

 ( 6,110,852
)

 ( 1,358,129
)

 Loss before taxes

 ( 6,912,004
)

 ( 1,728,020
)

 Provision for income taxes

 -

 -

 Net loss from Continuing Operations

 ( 6,912,004
)

 ( 1,728,020
)

 Net loss from Discontinuing Operations, Net of Tax

 -

 ( 648
)

 Less: Net loss attributable to Non-controlling interests

 ( 1,600
)

 ( 233
)

 Net loss attributable to common shareholders

 ( 6,910,404
)

 ( 1,728,435
)

 Other Comprehensive Loss, Net of Tax:

 Foreign currency translation adjustment to common shareholders

 ( 50,109
)

)

 Foreign currency translation adjustment to Non-controlling interests

 -

 Total other comprehensive loss, Net of Tax:

 ( 50,107
)

)

 Comprehensive Loss Attributable to Common Stockholders

 Net loss

 ( 6,910,404

)

 ( 1,728,435

)

 Foreign currency translation adjustment

 ( 50,109

)

)

 Total Comprehensive Loss Attributable to Common Stockholders

 ( 6,960,513
)

 ( 1,744,278
)

 Comprehensive Loss Attributable to Non-controlling Interests

 Net loss

 ( 1,600

)

 ( 233

)

 Foreign currency translation adjustment

 -

 Total Comprehensive Loss Attributable to Non-controlling Interests

 ( 1,598

)

 ( 233
)

 Net loss per common share – basic and diluted

 Continuing Operations

 ( 0.01
)

 ( 0.00
)

 Discontinuing Operations

 ( 0.00
)

 ( 0.00
)

 Basic and diluted Net loss per share

 ( 0.01
)

 ( 0.00
)

 Weighted average number of shares of common stock outstanding -

 Basic

 507,389,976

 Diluted

 507,389,976

 The
accompanying notes to the consolidated financial statements are an integral part of these statements.

 HAPI

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Common

Shares

 Par

Value

 Additional

Paid-In Capital

 Accumulated

Other

Comprehensive

Loss

 Accumulated

Deficit

 Total Hapi

Metaverse Inc

Stockholders'

Deficit

 Non-

 Controlling

Interests

 Total

Stockholders'

Deficit

 Balance December 31, 2021

 50,690

 4,604,191

 ( 299,398
)

 ( 4,560,449
)

 ( 204,966
)

 ( 1,618
)

 ( 206,584
)

 Gain on purchase of Value Exchange Stock from related party

 -

 -

 75,307

 75,307

 75,307

 Net loss for period

 ( 1,728,435
)

 ( 1,728,435
)

 ( 233
)

 ( 1,728,668
)

 Foreign currency translation adjustment

)

 -

)

 -

)

 Balance December 31, 2022

 50,690

 4,679,498

 ( 315,241
)

 ( 6,288,884
)

 ( 1,873,937
)

 ( 1,851
)

 ( 1,875,788
)

 Balance

 50,690

 4,679,498

 ( 315,241
)

 ( 6,288,884
)

 ( 1,873,937
)

 ( 1,851
)

 ( 1,875,788
)

 Common stock issued for services

 711,750

 -

 -

 -

 Acquisition of VEII warrants via loan conversion

 -

 -

 6,488,456

 -

 -

 6,488,456

 -

 6,488,456

 Acquisition of Hapi Travel Limited under Common Control

 -

 -

 -

 -

 ( 214,934
)

 ( 214,934
)

 -

 ( 214,934
)

 Net loss for period

 -

 -

 -

 -

 ( 6,910,404
)

 ( 6,910,404
)

 ( 1,600
)

 ( 6,912,004
)

 Foreign currency translation adjustment

 -

 -

 -

 ( 50,109
)

 -

 ( 50,109
)

 ( 50,107
)

 Balance December 31, 2023

 507,610,326

 50,761

 11,168,595

 ( 365,350
)

 ( 13,414,222
)

 ( 2,560,216
)

 ( 3,449
)

 ( 2,563,665
)

 Balance

 507,610,326

 50,761

 11,168,595

 ( 365,350
)

 ( 13,414,222
)

 ( 2,560,216
)

 ( 3,449
)

 ( 2,563,665
)

 The
accompanying notes to the consolidated financial statements are an integral part of these statements.

 HAPI

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 12 Months Ended December 31, 2023

 12 Months Ended December 31, 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Loss from operation including non-controlling interests

 ( 6,912,004
)

 ( 1,728,668
)

 Adjustments to reconcile net loss to cash used in operations:

 Depreciation

 9,313

 6,345

 Non-cash lease expenses

 150,135

 18,535

 Provision for impairment of account receivable

 3,264

 -

 Common stock issued for services

 -

 Gain on disposal of subsidiary

 ( 2
)

 ( 3,217
)

 Unrealized loss on securities investment

 6,109,270

 1,427,094

 Change in operating assets and liabilities, net of acquisitions:

 Prepaid expenses and other current assets

 2,421

 ( 116,960
)

 Prepaid expenses and other current assets – related party

 ( 71,352
)

 ( 2,802
)

 Accounts payable, other payable and accrued expenses

 31,095

 14,552

 Accounts payable, other payable and accrued expenses-related parties

 ( 159
)

 -

 Operating Lease Liabilities

 ( 139,441
)

 ( 16,923
)

 Net cash used in continuing operating activities

 ( 816,748
)

 ( 402,044
)

 Net cash used in Discontinued Operating Activities

 -

 ( 648
)

 Net cash used in operating activities

 ( 816,748
)

 ( 402,692
)

 CASH FLOW FROM INVESTING ACTIVITIES:

 Purchase of property and equipment

 ( 4,127
)

 ( 3,698
)

 Issuance of convertible loan receivable to related party

 ( 2,400,000
)

 -

 Acquisition of MOC (HK)

 -

 ( 70,523
)

 Other

 ( 4,012
)

 -

 Purchase of securities investment – related party

 -

 ( 1,743,735
)

 Net cash used in investing activities

 ( 2,408,139
)

 ( 1,817,956
)

 CASH FLOW FROM FINANCING ACTIVITIES:

 Borrowings
 from related parties

 2,400,000

 -

 Deemed
 distribution to indirect shareholder

 ( 214,934

)

 -

 Advance from related parties

 1,372,411

 2,568,604

 Net cash provided by financing activities

 3,557,477

 2,568,604

 NET INCREASE IN CASH AND CASH EQUIVALENTS

 332,590

 347,956

 Effects of foreign exchange rates on cash and cash equivalents

 ( 101,131
)

 ( 79,476
)

 CASH AND CASH EQUIVALENTS at beginning of year

 514,260

 245,780

 CASH AND CASH EQUIVALENTS at end of year

 745,719

 514,260

 Supplemental schedule of non-cash investing and financing activities

 VEII common shares acquired via conversion of note receivable

 1,300,000

 -

 VEII warrants acquired via conversion of note receivable

 6,488,456

 -

 Initial Recognition of Operating Lease Right-Of-Use Asset and Lease Liability

 271,504

 -

 The
accompanying notes to the consolidated financial statements are an integral part of these statements.

 HAPI

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1. ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES

 Hapi
Metaverse Inc., formerly GigWorld Inc. (the "Company" or "Group") was incorporated in the State of Delaware
on March 7, 2012 and established a fiscal year end of December 31. The Company's business is focused on serving
business-to-business (B2B) needs in e-commerce, collaboration and social networking functions. The Company also started its Food and Beverage ("F&B")
business in 2022 and its travel business in 2023.

 Going
Concern

 These
financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for
a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.
Since inception, the Company has incurred net losses of $ 13,199,288, has net working capital deficit of $ 2,979,056 and had net cash used
in operating activities of $ 816,748 at December 31, 2023, and has incurred recurring net losses in each of the two years ending December
31, 2023 and 2022. Management has evaluated the significance of the conditions in relation to the Company's ability to meet its
obligations and believes that its current cash balance along with its current operations will not provide sufficient capital to continue
as a going concern. The Company's ability to continue as a going concern is dependent upon achieving sales growth, management of
operating expenses and ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising
from normal business operations when they come due, and upon profitable operations.

 Our
majority shareholder has advised us not to depend solely on them for financing. The Company has increased its efforts to raise additional
capital through equity or debt financing from other sources. However, the Company cannot be certain that such capital (from its shareholders
or third parties) will be available to us or whether such capital will be available on terms that are acceptable to the Company. Any
such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would
negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient
funds to operate our business or pursue our planned growth. In considering our forecast for the next twelve months and the current cash and working capital as of the filing
of this Form 10-K, such matters create a substantial doubt regarding the Company's ability to meet their financial needs and continue
as a going concern.

 These
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.

 Note
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 The
consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States
of America ("U.S. GAAP").

 Basis of consolidation

 The
consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company
consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions
and balances among consolidated subsidiaries have been eliminated.

 The
Company's consolidated financial statements include the financial position, results of operations and cash flows of the following
entities as of December 31, 2023 and 2022, as follows:

 SCHEDULE FOR SUBSIDIARY'S CONSOLIDATION OF FINANCIAL STATEMENTS

 Attributable interest as of,

 Name of subsidiary consolidated under Hapi Metaverse
 Inc.

 State or other jurisdiction of incorporation or
 organization

 2023

 2022

 %

 %

 HotApp BlockChain Pte. Ltd. (f.k.a. HotApps International Pte. Ltd.)

 Singapore

 100.0

 100.0

 HotApp International Limited

 100.0

 100.0

 Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.)

 Nevada

 -
 *11

 100.0

 HWH World Inc.

 Delaware

 -
 *12

 100.0

 Smart Reward Express Limited

 50.0
 *1

 50.0
 *1

 Hapi Caf Limited

 100.0
 *2

 100.0
 *2

 MOC HK Limited

 100.0
 *3

 100.0
 *3

 Shenzhen Leyouyou Catering Management Co., Ltd.

 People's Republic of China

 100.0
 *4

 100.0
 *4

 Hapi Metaverse Inc.

 Texas

 100.0
 *5

 100.0
 *5

 Dongguan Leyouyou Catering Management Co., Ltd.

 People's Republic of China

 100.0
 *6

 -

 Guangzho Leyouyou Catering Management Co., Ltd.

 People's Republic of China

 100.0
 *7

 -

 Hapi Travel Ltd.

 100.0
 *8

 -

 Hapi Acquisition Pte. Ltd.

 Singapore

 100.0
 *9

 -

 NewRetail-AI Inc.

 Nevada

 100.0
 *10

 * 1

 Smart
 Reward Express Limited ("Smart Reward") was incorporated in Hong Kong on July 13, 2021 with an issued and paid-up share
 capital of $ 1,288 (HK$ 10,000) comprising 10,000 ordinary shares.

 Smart
Reward plans to be principally engaged in the business of developing a platform allowing small and medium sized merchants to set-up their
own reward program, with the aim of creating a loyalty exchange program for participating merchants.

International Limited is the owner of 50 % of the issued and outstanding shares of Smart Reward. The remaining 50 % of the issued and outstanding
shares of Smart Reward are held by Value Exchange Int'l (China) Limited, a wholly-owned subsidiary of VEII.

International Limited holds 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward.
HotApp International Limited is a wholly-owned subsidiary of HotApp BlockChain Pte. Ltd., which is a wholly-owned subsidiary of Hapi
Metaverse Inc. The remaining 5,000 shares of Smart Reward, representing 50% of the total issued and outstanding shares of Smart Reward,
are held by Value Exchange Int'l (China) Limited, a wholly-owned subsidiary of Value Exchange International Inc. Hapi Metaverse
Inc. owns 48.68 % and 38.1 % of the total issued and outstanding shares of Value Exchange International Inc as of December 31, 2023 and
December 31, 2022.

 Accordingly,
the Company in total holds more than 50 % of Smart Reward, and Smart Reward is consolidated in the Company's financial statements.

 * 2

 Hapi Cafe Limited ("HCHK") was incorporated
in Hong Kong on July 5, 2022 with an issued and paid-up share capital of $ 0.26 (HK$ 2) comprising 2 ordinary shares. HCHK plans to be
principally engaged in the food and beverage business in Hong Kong.

BlockChain Pte. Ltd. is the owner of 100 % of the issued and outstanding shares of HCHK. This business was acquired on September 5, 2022.

 * 3

 MOC HK Limited ("MOC") was incorporated
in Hong Kong on February 16, 2020 with an issued and paid-up share capital of $ 1.28 (HK$ 10) comprising 10 ordinary shares. MOC plans
to be principally engaged in the food and beverage business in Hong Kong. HICafe Ltd. is the owner of 100 % of the issued and outstanding
shares of MOC. This business was acquired on October 5, 2022. And during the acquisition, a goodwill $ 60,343 had been generated for the
Company.

 * 4

 Shenzhen Leyouyou Catering Management Co., Ltd.
("HCCN") was incorporated in People's Republic of China on October 10, 2022. HCCN plans to be principally engaged in
the food and beverage business in Mainland China.

 Hapi
Cafe Ltd. is the owner HCCN. This business was acquired on October 10, 2022.

 * 5

 Hapi Metaverse Inc. was incorporated in Texas
on November 28, 2022 with an issued and paid-up share capital of $ 0.1 comprising 100 ordinary shares.

 * 6

 Dongguan
 Leyouyou Catering Management Co., Ltd. ("HCDG") was incorporated in People's Republic of China on March 1, 2023.
 HCDG plans to be principally engaged in the food and beverage business in Mainland China.

 HCCN
is the owner of HCDG. This business was incorporated on March 1, 2023.

 * 7

 Guangzhou
 Leyouyou Catering Management Co., Ltd. ("HCGZ") was incorporated in People's Republic of China on May 19, 2023.
 HCDG plans to be principally engaged in the food and beverage business in Mainland China.

 HCCN
is the owner of HCGZ. This business was incorporated on May 19, 2023.

 * 8

 Hapi
 Travel Ltd. ("HTL") was incorporated in Hong Kong on September 27, 2019. HTL plans to be principally engaged in the travel
 business in Hong Kong.

BlockChain Pte. Ltd. is the owner of HTL. This business was acquired on June 14, 2023 via common control. The acquisition resulted in a deemed dividend
of $ 214,174
for the Company.

 * 9

 Hapi
 Acquisition Pte. Ltd. was incorporated in Singapore on June 30, 2023 with an issued and paid-up share capital of $ 2 comprising 2
 ordinary shares.

 * 10

 NewRetail-AI
 Inc. was incorporated in Nevada on July 31, 2023 with an issued and paid-up share capital of $ 1,000 comprising 10,000,000 ordinary
 shares.

 * 11

 The
 company disposed Gig Stablecoin Inc ("GSI") to Teledoc Pte. Ltd, on December 31, 2023, for a nominal consideration of $ 1.00.
 GSI had no assets or liabilities at December 31, 2023.

 * 12

 The
 company disposed HWH World Inc ("HWHWI") to Teledoc Pte. Ltd, on December 31, 2023, for a nominal consideration of $ 1.00.
 HWHWI had no assets or liabilities at December 31, 2023.

 Teledoc
Pte. Ltd. is a private company, wholly owned by Chan Heng Fai, the Chairman of the Company's
Board of Directors and the Chairman, Chief Executive Officer and largest stockholder of Alset Inc., the Company's majority stockholder.

 Transactions
between Entities under Common Control

 On
June 14, 2023, the Company completed its online travel business acquisition of Hapi Travel Limited, an online travel business started
in Hong Kong and under common control of the Company. The accompanying consolidated financial statements include the operations of the
acquired entity from its acquisition date. The acquisition has been accounted for as a business combination. Accordingly, consideration
paid by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their
estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject
to change during the measurement period, which is up to 12 months from the acquisition date.

 As
a result of the acquisition of HTL, a deemed dividend of $ 214,174 was generated as a result of the business combination which represents
the purchase price of $ 214,993 in excess of identifiable equity.

 The
common control transaction above resulted in the following basis of accounting for the financial reporting periods:

 The
 acquisition of HTL was accounted for prospectively as of June 14, 2023 as this did not represent a change in reporting entity.

 The
 acquisition of HTL was under common control and was consolidated in accordance with ASC 850-50. The Consolidated financial statements
 were not retrospectively adjusted for the acquisition of HTL as of January 1, 2022 for comparative purposes because the historical
 operations of HTL were deemed to be immaterial to the Company's consolidated financial statements.

 Use
of estimates

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues, cost and expenses in the consolidated financial statements and accompanying
notes. Significant accounting estimates reflected in the Group's consolidated financial statements include revenue recognition,
the useful lives and impairment of property and equipment, valuation allowance for deferred tax assets, and the fair value estimate for
the company's equity securities and convertible note receivable.

 Cash
and cash equivalents

 The
Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents.

 Leases

 The Company follows FASB ASC Topic 842 in accounting for its operating lease right-of-use
assets and operating lease liabilities. At inception of a contract, the Company assesses whether a contract is, or contains, a lease.
A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange
of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of
an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether
it has the right to control the use of the asset. The right-of-use assets and related lease liabilities are recognized at the lease commencement
date. The Company recognizes operating lease expenses on a straight-line basis over the lease term.

 The
Company has also utilized the following practical expedients:

 Short-term
 leases – for leases that are for a period of 12 months or less, the Company will not apply the recognition requirements of
 ASC 842.

 For
 leases that contain related non-lease components, such as maintenance, the Company will account for these payments as a single lease
 component.

 Right-of-use
of assets

 The
right-of-use of asset is measured at cost, which comprises the amount of the lease liability adjusted for any lease payments made at
or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

 Lease
liabilities

 Lease
liability is measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental
borrowing rate. Lease payments included in the measurement of the lease liability comprise mainly fixed lease payments.

 Foreign
currency risk

 Because
of its foreign operations, the Company holds cash in non-US dollars. As of December 31,2023, cash of the Group includes, on an as converted
basis to US dollars, $ 589,593, $ 10,704 and $ 11,327, in Hong Kong Dollars ("HK$"), Singapore Dollars ("S$"), and
Chinese Yuan ("CN ") respectively. As of December 31,2022, cash of the Group includes, on an as converted basis to US
dollars, $ 359,266, and $ 10,719, in Hong Kong Dollars ("HK$"), and Singapore Dollars ("S$"), respectively.

 Investment in Securities at Fair Value –
Related Party

 The Company currently has an investment in VEII, a related party, consisting of common shares and warrants. The Company
had elected the fair value option, or "FVO," and the Company continues to measure at fair value, those of its assets and liabilities
it had previously measured at fair value and for which such election is permitted, and the financial instrument is initially measured
at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting
period date.

 Property
and Equipment

 Property
and equipment are recorded at cost, less depreciation. Repairs and maintenance are expensed as incurred. Expenditures incurred as a consequence
of acquiring or using the asset, or that increase the value or productive capacity of assets are capitalized (such as removal, and restoration
costs). When property and equipment is retired, sold, or otherwise disposed of, the asset's carrying amount and related accumulated
depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed by the straight-line
method (after considering their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

 SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS

 Computer
 equipment

 years

 leasehold
 improvement

 Lesser of the life of the asset or the lease term

 Concentrations

 Financial
instruments that potentially expose the Group to concentration of credit risk consist primarily of cash. Although the cash at each particular
bank in the United States is insured up to $ 250,000 by Federal Deposit Insurance Corporation (FDIC), the Group is exposed to risk due
to its concentration of cash in foreign countries. The Group places its cash with financial institutions with high-credit ratings and
quality.

 Fair
value

 Fair
Value of Financial Instruments

 The carrying value of cash, accounts payable and accrued liabilities, and
short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.
All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed
in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows,
interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined
and disclosed; otherwise only available information pertinent to fair value has been disclosed. Fair value is defined as the exit price,
or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company's assumptions about the factors
market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.
The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. Company classifies and discloses assets and liabilities carried at fair value in one of the
following three categories:

 Level
 1 – quoted prices in active markets for identical assets and liabilities.

 Level
 2 – observable market-based inputs or unobservable inputs that are corroborated by market data; and

 Level
 3 – significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its
 own assumptions.

recognition

 Accounting
Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information
about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods
or services or catering service to customers.

 Revenue is recognized when (or as) the Company transfers promised goods
or services or catering service to its customers in amounts that reflect the consideration to which the Company expects to be entitled
to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers
over control of the promised goods or services or catering service to its customers. To determine
the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs
the following five steps: (i) identification of the promised goods or services or catering service in the contract by analyzing
customer perspective, immateriality, implicit promises, setup activities, and marketing incentives;
(ii) determination of whether the promised goods or services or catering service are performance obligations including whether they are
distinct in the context of the contract by analyze the contract from the perspective of the customer; (iii) measurement of the transaction
price, including the constraint on variable consideration by the expected value method and the most likely amount method; (iv) allocation
of the transaction price to the performance obligations based on a relative stand-alone selling price basis, or the price at which the
Company would sell the good or service separately to similar customers in similar circumstances; and (v) recognition of revenue when
(or as) the Company satisfies each performance obligation. This should only be done once the transaction is complete and your obligation
is fulfilled. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration
it is entitled to in exchange for the goods or services or catering service it transfers to the customer.

 Costs to obtain or fulfill a contract are expensed as incurred.

 The Company began generating revenue from the food and beverage ("F&B")
business by providing quality catering services in HK since October 2022 and in PRC since January 2023.

 A
project providing services to Value Exchange Int'l (Hong Kong) Limited, a subsidiary of Value Exchange International, Inc.("VEII")
located in Hong Kong, on a monthly basis in 2022. VEII is a related party of the Company. Upon receipt of purchase order from this customer,
we issue the corresponding invoice and provide the service accordingly. Any payment received from this customer in advance is presented
within other payables on the Company's consolidated balance sheets. This service was terminated on June 30, 2023 and $ 0 of contract
liabilities remained as of December 31, 2023. The balance of customer deposits at December 31, 2021, 2022, and 2023 was $ 0, $ 2,802, and $ 0, respectively.

 In
June 2023, the Company acquired a travel business and began generating revenue by providing travel packaging and ticketing services in
HK.

 Income
taxes

 Current
income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when
temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial
statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all
of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified
as non-current in accordance with ASC 740.

 The
impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not
to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than
a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income
taxes. The Group did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential
underpaid income tax expenses for the years ended December 31, 2023 or 2022, respectively.

 Foreign
currency translation

 Items
included in the consolidated financial statements of each entity in the Group are measured using the currency of the primary economic
environment in which the entity operates ("functional currency").

 The
functional and reporting currency of the Company is the United States dollar ("U.S. dollar"). The financial records of the
Company's subsidiaries located in Singapore, Hong Kong and Mainland China are maintained in their local currencies, the Singapore
Dollar (S$), Hong Kong Dollar (HK$) and Chinese Yuan (CN), which are
also the functional currencies of these entities.

 Monetary
assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the
rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are
converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and
losses are recognized in the consolidated statements of operations.

 The
Company's entities with functional currency of Singapore Dollar, Hong Kong Dollar and Chinese Yuan, translate their operating results
and financial positions into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the
exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the
year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive
income (loss).

 For
the year ended December 31, 2023, the Company recorded other comprehensive loss from a translation loss of ($ 50,107) in the consolidated
financial statements. For the year ended December 31, 2022, the Company recorded other comprehensive loss from a translation loss of
($ 15,843) in the consolidated financial statements.

 Comprehensive
income (loss)

 Comprehensive
income (loss) includes gains (losses) from foreign currency translation adjustments. Comprehensive income (loss) is reported in the consolidated
statements of operations and comprehensive loss.

 Earnings
(Loss) per share

 Basic
earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares
outstanding during the year.

 The
calculation of diluted net income per unit includes the effects of the assumed conversion of the Company's outstanding convertible
debt, except during the loss periods as the effect would be anti-dilutive.

 Non-controlling
interests

 Non-controlling
interests represent the equity in a subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented
separately in the consolidated statements of operation and comprehensive income, and within equity in the Consolidated Balance Sheets,
separately from equity attributable to owners of the Company.

 On
December 31, 2023 and 2022, the aggregate non-controlling interests in the Company were ($ 3,449) and ($ 1,851), respectively.

 Recent
accounting pronouncement

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial
Instruments (Topic 326). The update provides guidance on the measurement of credit losses for most financial assets and certain
other instruments that are not measured at fair value through net income. The amendment replaces the current incurred loss
impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable
and supportable information to explain credit loss estimates. The Company adopted the
provisions of this new accounting standard at the beginning of fiscal 2023 and this ASU did
not have a material impact on its consolidated financial statements.

 Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company's consolidated financial statements.

 Note
3. RESTATEMENT OF FINANCIAL STATEMENTS

 Restatement
of Previously Issued Financial Statements

 During
the preparation of the year ended December 31, 2023 financial statements, the Company identified and corrected its classification
and accounting treatment for its acquisition of Hapi Travel Ltd. as of December 31, 2023. Pursuant to ASC 250, "Accounting
changes and error corrections" issued by FASB and SAB 99 "Materiality" issued by Securities and Exchange
Commission, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in a
$ 214,174
increase in accumulated deficit and offsetting decrease to goodwill on the consolidated balance sheet as of June 30, 2023. In
addition, the impact of the error correction is reflected in a $ 214,339
increase in accumulated deficit and offsetting decrease to goodwill on the consolidated balance sheet as of
September 30, 2023.

 The
following table summarizes the impacts of the error corrections on the Company's financial statements for each of the periods presented
below:

Consolidated balance sheet

OF ERROR CORRECTIONS ON FINANCIAL STATEMENTS

 June 30, 2023

 As previously

reported

 Adjustments

 As restated

 Impact of correction of error

 June 30, 2023

 As previously

reported

 Adjustments

 As restated

 Total assets

 $
 3,956,298

 $
 ( 214,174
)

 $
 3,742,124

 Total liabilities

 7,136,724

 -

 7,136,724

 Total stockholders' deficit

 $
 ( 3,180,426
)

 $
 ( 214,174
)

 $
 ( 3,394,600
)

 September 30, 2023

 As previously

reported

 Adjustments

 As restated

 Impact of correction of error

 September 30, 2023

 As previously

reported

 Adjustments

 As restated

 Total assets

 $
 11,730,209

 $
 ( 214,339
)

 $
 11,515,870

 Total liabilities

 7,633,531

 -

 7,633,531

 Total stockholders' equity

 $
 4,096,678

 $
 ( 214,339
)

 $
 3,882,339

 Note
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accrued
expenses and other current liabilities consisted of the following:

 SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 2023

 2022

 As of December 31,

 2023

 2022

 Accrued payroll

 $
 13,146

 $
 3,309

 Accrued professional fees

 37,643

 18,905

 Other account payable and accrued expenses

 24,146

 2,387

 Receipt in advance from customer – related party

 -

 7,838

 Total

 $
 74,935

 $
 32,439

 Note
5. PROPERTY AND EQUIPMENT, NET

 Property
and Equipment, net consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 2023

 2022

 As of December 31,

 2023

 2022

 Cost

 Leasehold improvement

 $
 11,253

 $
 11,266

 Computer equipment

 11,794

 5,685

 Total cost

 $
 23,047

 $
 16,951

 Less: accumulated depreciation #

 Leasehold improvement #

 $
 11,253

 $
 4,840

 Computer equipment #

 5,220

 1,806

 Total accumulated depreciation #

 $
 16,473

 $
 6,646

 NBV at the end of year

 Leasehold improvement

 $
 -

 $
 6,426

 Computer equipment

 6,574

 3,879

 Total NBV

 $
 6,574

 $
 10,305

 #

 –Total
 of depreciation expenses charged for the year ended December 31, 2023 and 2022 were $ 9,313 and $ 6,345, respectively, of which $ 6,401
 and $ 4,821 were booked under cost of revenue for the year ended December 31, 2023 and 2022, and $ 2,912 and $ 1,524 were booked under
 general and administrative expenses for the year ended December 31, 2023 and 2022.

 Note
6. INCOME TAXES

 The
Company follows the asset and liability method of accounting for income taxes under ASC 740, " Income Taxes."
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the
financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

 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 December
31, 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
provision for income taxes consisted of the following (in $):

OF PROVISION FOR INCOME TAX

 2023

 2022

 Current

 $
 -

 $
 -

 Deferred

 -

 -

 Total

 $
 -

 $
 -

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 Income taxes at statutory rate

 17.0
 %

 16.6
 %

 Change in valuation allowance

 ( 17.0
)%

 ( 16.6
)%

 Other

 -
 %

 -
 %

 Effective tax rate

 -
 %

 -
 %

 The
Company's effective tax rate was 0 % and 0 % for the years ended December 31, 2023 and 2022, respectively.

 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% corporate alternative minimum tax ("CAMT") on
adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the IR
Act to have a material adverse impact to our financial statements.

 Significant components of the Company's deferred
tax assets and liabilities are as follows:

 2023

 2022

 Deferred tax assets:

 Lease Liability

 55,966

 21,631

 Net Operating Loss

 633,599

 569,569

 Total deferred tax assets

 $
 689,565

 $
 591,200

 Deferred tax liabilities:

 Right-of-Use Assets

 (54,495
)

 (21,364
)

 Total deferred tax liabilities

 $
 (54,495
)

 $
 (21,364
)

 Deferred tax assets / (liabilities), net

 $
 635,070

 $
 569,836

 Less valuation allowance

 (635,070
)

 (569,836
)

 Deferred tax asset c/f

 $
 -

 $
 -

 On
December 22, 2017, the Tax Cuts and Jobs Act was signed into legislation, lowering the corporate income tax rate to 21% effective January
1, 2018 and making many other significant changes to the US income tax code. Under ASC740, the effects of changes in tax rates and laws
are recognized in the period in which the new legislation is enacted.

 The
Company provided a valuation allowance equal to the deferred income tax assets for period ended December 31, 2022 because it is not presently
known whether future taxable income will be sufficient to utilize the loss carry-forwards.

 As
of December 31, 2023, the Company had approximately $ 1,059,023 in tax loss carry-forwards that can be utilized in future periods to reduce
taxable income, $ 516,516 was before January 1, 2018 can carry back to 2 prior years
and carry forward for up to 20 subsequent years, $ 255,399 was between December 31, 2017 to January 1, 2021 can carry back to 5 prior years
and carry forward indefinitely until used, and $ 287,108 was after Dec 31, 2020 can't carry back but can instead be carried forward indefinitely
until used. Can be used only to offset up to 80% of taxable income. The Company did not identify any material uncertain tax positions.
The Company did not recognize any interest or penalties for unrecognized tax benefits.

 The
federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. The
tax returns for the years ended December 31, 2023, 2022, 2021 and 2020 are still subject to examination by the taxing authorities.

 Note
7. SHARE CAPITALIZATION

 The
Company is authorized to issue 1 billion shares of common stock and 15 million shares of preferred stock. The authorized share capital
of the Company's common stock was increased from 500 million to 1 billion on May 5, 2017. Both share types have a $ 0.0001 par value.
As of December 31, 2023 and 2022, the Company had issued and outstanding, 507,610,326 and 506,898,576 of common stock, 0 and 0 shares
of preferred stock respectively

 Common
Shares:

to the Purchase Agreement, dated October 15, 2014, the Company issued 1,000,000 shares of common stock to AIL. Such amount represented
 19 % ownership in the Company.

 On
July 13, 2015, AIL acquired 777,687 shares of the Company's common stock by converting outstanding loans made to the Company into
common stock of the Company at a rate of $ 5.00 per share (rounded to the nearest full share). After such transactions AIL owned 98.17 %
of the Company.

 On
March 27, 2017, the Company entered into a Loan Conversion Agreement with AIL, pursuant to which AIL agreed to convert $ 450,890 of debt
owed by the Company to AIL into 500,988,889 common shares at a conversion price of $ 0.0009. The captioned shares were issued on June
9, 2017, and AIL owned 99.979 % of the Company after such transactions.

 On
December 20, 2018, the Board of Directors of AIL announced its intention to sell up to 3,200,000 shares of the Company to independent
third parties at US$ 0.50 per share for an aggregate cash consideration of up to US$ 1,600,000. The purpose of this proposed sale was to
raise funds to continue to support the general corporate and working capital of the Company, including but not limited to the operating
costs of the Company. During 2021, AIL sold 1,449,200 shares of the Company to independent third parties, and AIL owned 99.693 % of the
Company after such transactions. On August 30, 2022, Alset International Limited entered into a stock purchase with its controlling stockholder,
Alset Inc. (formerly known as Alset EHome International Inc.) in relation to the disposal of 505,341,376 shares of the Company's
common stock, representing approximately 99.69 % of the total issued and paid-up share capital of the Company, to Alset Inc. After this
transaction, Alset Inc. became our largest stockholder.

 On
April 24, 2023, the Company completed the issuance of 711,750 shares of the Company's common stock to 4,736 individuals for services
rendered to the Company. The share-based compensation related to this share issuance is approximately $ 712.

 Preferred
Shares:

 No
Preferred Stock were issued as of December 31, 2023 and 2022.

 Note
8. EQUITY INCENTIVE PLAN

 On
July 30, 2018, the Company adopted the Equity Incentive Plan ("The Plan"). The Plan is intended to encourage ownership of
shares by employees, directors and certain consultants to the Company in order to attract and retain such people, to induce them to work
for the benefit of the Company. The Plan provides for the grant of options and/or other stock-based or stock-denominated awards. Subject
to adjustment in accordance with the terms of the Plan, 50,000,000 shares of Common Stock of the Company have been reserved for issuance
pursuant to awards under the Plan. The Plan will be administered by the Company's Board of Directors. This Plan shall terminate
ten ( 10) years from the date of its adoption by the Board of Directors. There have been no awards issued under the Plan as of December
31, 2023 and 2022.

 Note
9. INVESTMENT IN RELATED PARTY

 The
Company elected the fair value option, or "FVO," for, and therefore the Company continued to measure at fair value, those
of its assets and liabilities it had previously measured at fair value and for which such election is permitted, as provided for under
ASC 825-10-15-4, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured
at estimated fair value on a recurring basis at each reporting period date.( as provided for by ASC 825-10-50-31)

 With
respect to the above notes, as provided for by ASC 825-10-50-28 also establishes presentation and disclosure requirements designed to
facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. As
provided for by ASC 825-10-50-30 estimated fair value adjustment of the convertible promissory note is presented in a single line item
within other income (expense) in the accompanying consolidated statement.

 In
April of 2021, the Company acquired 6,500,000 shares of Value Exchange International, Inc.'s common stock for an aggregate subscription
price of $ 650,000. On October 17, 2022, the Company entered into a Stock Purchase Agreement (the "Agreement") with Chan Heng
Fai, who is the Chairman of the Company's Board of Directors and the Chairman, Chief Executive Officer and largest stockholder
of Alset Inc., the Company's majority stockholder. Pursuant to the Agreement, the Company bought an aggregate of 7,276,163 shares
of VEII with an aggregate purchase price of $ 1,743,734.12. The Company recognized a gain on the purchase of this stock of $ 75,307 in
the consolidated statement of stockholders' deficit for the year ended December 31, 2022.

 On
September 6, 2023, the Company converted $ 1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII's common
stock. Under the terms of the Credit Agreement, the Company received common stock warrants to purchase a maximum of 36,723,160 shares
of VEII common stock at an exercise price of $ 0.1770 per share. Such warrants expire five ( 5) years from date of their issuance.

 On
December 31, 2023, The Company owned 21,120,795 shares of VEII's outstanding common stock and 36,723,160 warrants with an exercise
price of $ 0.1770 per share.

 Financial
assets measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of December
31, 2023 and 2022:

 SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

 Fair Value Measurement Using

 Amount at

 Level 1

 Level 2

 Level 3

 Fair Value

 December 31, 2023

 Asset

 Investment Securities – Fair Value

 $
 1,425,654

 $
 -

 $
 -

 $
 1,425,654

 Warrants – VEII

 2,487,854

 -

 2,487,854

 Total Investment in securities at Fair Value

 $
 1,425,654

 $
 2,487,854

 $
 -

 $
 3,913,508

 Fair Value Measurement Using

 Amount at

 Level 1

 Level 2

 Level 3

 Fair Value

 December 31, 2022

 Asset

 Investment Securities – Fair Value

 $

 $
 -

 $
 -

 $

 Total Investment in securities at Fair Value

 $

 $
 -

 $
 -

 $

 Fair
value loss on securities investment was ($ 6,109,270) and fair value loss on securities investment ($ 1,427,094) in the years ended December
31, 2023 and 2022, respectively. These losses were recorded directly to net loss.

 Warrants

 On
September 6, 2023, the Company received warrants to purchase shares of VEII, a related party listed company. For further details on this
transaction, refer to Note 9 - Related Party Balance and Transactions, As of December 31, 2023 and 2022, the fair value of the warrants
was $ 6,449,100 and $ 0 respectively. The Company did not exercise any warrants during years ended December 31, 2023. We value VEII warrants
under level 2 category through a Black Scholes option pricing model.

 The
fair value of the VEII warrants under level 2 category as of September 6, 2023, and December 31, 2023 was calculated using a Black-Scholes
valuation model valued with the following weighted average assumptions:

 SCHEDULE OF FAIR VALUE OF WARRANTS

 September 6,

 2023

 2023

 Stock price

 $
 0.068

 $
 0.1770

 Exercise price

 0.1770

 0.1770

 Risk free interest rate

 8.50
 %

 8.50
 %

 Annualized volatility

 275.85
 %

 273.79
 %

 Dividend Yield

 $
 0.00

 $
 0.00

 Year to maturity

 4.68

 5.00

 Warrants and rights outstanding, measurement input

 4.68

 5.00

 Changes
in the observable input values would likely cause material changes in the fair value of the Company's Level 2 financial instruments.
A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

 Note
10. RELATED PARTY BALANCES AND TRANSACTIONS

 Effective
as of September 1, 2020, Chan Heng Fai resigned as the Acting Chief Executive Officer of the Company, and the Company's Board of
Directors appointed Lee Wang Kei ("Nathan") as the Company's Chief Executive Officer. Alset International Limited is
the Company's former majority stockholder. On August 30, 2022, Alset International Limited entered into a stock purchase with its
controlling stockholder, Alset Inc. (formerly known as Alset EHome International Inc.) in relation to the disposal of 505,341,376 shares
of the Company's common stock, representing approximately 99.69 % of the total issued and paid-up share capital of the Company,
to Alset Inc. After this transaction, Alset Inc. became our largest stockholder. Chan Heng Fai, the Chairman of the Company's Board
of Directors, is also the Chief Executive Officer and Chairman of Alset Inc.'s Board, as well as the majority stockholder of Alset
Inc. Lui Wai Leung Alan, the Company's Chief Financial Officer, is also the Co-Chief Financial Officer of Alset Inc. Chan Heng
Fai is compensated by Alset Inc. and Alset International Limited. Lui Wai Leung Alan is compensated by Alset International Limited. Our
Chief Executive Officer, Lee Wang Kei, is paid $ 2,000 per month by HotApp International Limited, a subsidiary of the Company. Alset Inc.
has provided staff to our Company without charge since becoming our majority stockholder.

 The
Company sold one of its subsidiaries, HWH World Pte. Limited, to Health Wealth Happiness Pte. Ltd (a subsidiary of former majority stockholder
Alset International Limited) for consideration of S$ 2.00 on April 18, 2022. The Company has acquired a company, Hapi Cafe Limited, from
Chan Heng Fai (the majority stockholder of Alset Inc.) for consideration of S$ 2.00 on September 5, 2022. Hapi Cafe is a coffee shop chain
initiative in China, Hong Kong and Taiwan consisting of a four-in-one concept, comprising a coffee shop, co-working place, travel, and
metaverse show case. Hapi Metaverse technology will be utilized by the Hapi Cafe membership program.

 The
Company has a project with an affiliate (a subsidiary of Value Exchange International, Inc.) that commenced in 2022 and terminated on
June 30, 2023. VEII provides IT services and solutions for customers in Asia, covering Helpdesk, Managed Operations, Systems Integration,
and Consulting Services. The project has generated revenue of $ 28,117 from the affiliate. As of December 31, 2023, the Company has an
amount due to Alset Inc. of $ 1,815,268, Alset International Limited of $ 2,508,868, an amount due to fellow subsidiaries of $ 1,879,508
an amount due to director of $ 4,153 plus an amount due to 2 associated companies of Alset International Limited of ($ 6). As of December
31, 2022, the Company has an amount due to Alset Inc. of $ 1,743,734, Alset International Limited of $ 2,506,676, an amount due to fellow
subsidiaries of $ 631,838, an amount due to director of $ 4,158 plus an amount due to an associated company of Alset International Limited
of $ 102. The above amounts due to related parties were interest free and no repayment schedule and deadline have been adopted.

 On
January 27, 2023, the Company and New Electric CV Corporation (together with the Company, the "Lenders") entered into a
Convertible Credit Agreement (the "Credit Agreement") with Value Exchange International, Inc. ("Value
Exchange"), a Nevada corporation. The Credit Agreement provides Value Exchange with a maximum credit line of $ 1,500,000
("Maximum Credit Line") with simple interest accrued on any advances of the money under the Credit Agreement at 8 %. The
principal amount of any advance of money under the Credit Agreement (each being referred to as an "Advance") is due in a
lump sum, balloon payment on the third annual anniversary of the date of the Advance ("Advance Maturity Date"). Accrued
and unpaid interest on any Advance is due and payable on a semi-annual basis with interest payments due on the last business day of
June and last business day of December of each year. A Lender may demand that any portion or all of the unpaid principal amount of
any Advance as well as accrued and unpaid interest thereon may be paid by shares of Value Exchange Common Stock in lieu of cash
payment. On February 23, 2023, Hapi Metaverse loaned VEII $ 1,400,000 (the "Loan
Amount"). The Loan Amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement for a
period of three years. There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares
of VEII Common Stock. On September 6, 2023, the Company converted $ 1,300,000 of the principal amount loaned to VEII into
 7,344,632 shares of VEII's common stock. Under the terms of the Credit Agreement, the Company received common stock warrants
to purchase a maximum of 36,723,160 shares of VEII common stock at an exercise price of $ 0.1770 per share. Such warrants expire five
( 5) years from date of their issuance. As of December 31, 2023, $ 100,000.00 credit was advanced, and interest income of $ 60,361 is
included in interest income for the year ended December 31, 2023. Alset Inc acted as an intermediary to pay the money directly to
VEII, A corresponding note payable to Alset Inc. was entered into in connection with this transaction. See the following paragraph
for a description of the note payable to Alset Inc.

 On
February 23, 2023, the Company and Alset Inc., a Texas corporation (NASDAQ: AEI) ("Alset") entered into a Subscription Agreement
(the "Subscription Agreement"). Pursuant to the Subscription Agreement, the Company has borrowed $ 1,400,000.00 (the "Loan
Amount") from Alset in exchange for a Convertible Promissory Note (the "Note"). The term of the Note is three years
with simple interest at a rate of 8 % percent per annum, the Note may be converted in whole or in part, into fully-paid and non-assessable
shares of Common Stock, par value $ 0.0001 per share, of the Company (the "Shares") at fixed conversion rate equal to $ 0.50
per share. Alset may require repayment upon 30 days' notice. The Company shall be entitled to repay all or any portion of the Loan
Amount to Alset early and without penalty. As of December 31, 2023, $ 1,400,000.00 remains unpaid, and interest expense of $ 67,200 is
included in interest expense for the year ended December 31, 2023. The Loan Amount borrowed from Alset was used by the Company to fulfill
the Credit Agreement between the Company and VEII.

 On
June 14, 2023, the Company acquired Hapi Travel Ltd. from Business Mobile Intelligence Ltd., a company wholly owned by Chan Heng Fai
(the majority stockholder of Alset Inc.), for a consideration of $ 214,993.47 (HK$ 1,684,656.78). On November 17, 2021, Chan Heng Fai had
acquired Hapi Travel Ltd. (formerly known as Travel Panda Ltd.) from an individual unaffiliated with the Company.

 On
December 14, 2023, the company entered into a Convertible Credit Agreement ("Credit Agreement") with VEII. On December 15,
2023, the company loaned VEII $ 1,000,000. The Credit Agreement was amended pursuant to an agreement dated December 19, 2023. Under the
Credit Agreement, as amended, this amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement
for a period of three years. In the event that the company converts this loan into shares of VEII Common Stock, the conversion price
shall be $ 0.045 per share. In the event that the company elects to convert any portion of the loan into shares of VEII Common Stock in
lieu of cash payment in satisfaction of that loan, then VEII will issue to the company five (5) detachable warrants for each share of
VEII Common Stock issued in a conversion ("Warrants"). Each Warrant will entitle the company to purchase one (1) share of
Common Stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years
from date of issuance of the Warrant. At the time of this filing, the company has not converted the Loan Amount.

 On
December 15, 2023, the Company and Alset International Limited entered into a Subscription Agreement (the "Subscription Agreement").
Pursuant to the Subscription Agreement, the Company has borrowed $ 1,000,000.00 (the "Loan Amount") from Alset International
in exchange for a Convertible Promissory Note (the "Note"). The term of the Note is three years with simple interest at a
rate of 5 % percent per annum. Alset International may require repayment upon 30 days' notice. The Company shall be entitled to
repay all or any portion of the Loan Amount to Alset International early and without penalty. As of December 31, 2023, $ 1,000,000.00
remains unpaid, and interest expense of $ 3,507 is included in interest expense for the year ended December 31, 2023. The Loan Amount
borrowed from Alset International was used by the Company to fulfill the Credit Agreement between the Company and VEII.

 Our
Chairman, Chan Heng Fai, and another member of our Board of Directors, Lum Kan Fai, are both members of the Board of Directors of VEII.
In addition to Mr. Chan, two other members of the Board of Directors of Alset Inc., our majority stockholder, are also members of the
Board of Directors of VEII (Mr. Wong Shui Yeung, Mr. Wong Tat Keung and Mr. Lim Sheng Hon, Danny).

 Note
11. DISCONTINUED OPERATIONS

 Director's
resolutions of HotApp Blockchain Pte Ltd. passed on April 18, 2022 for the disposal of its investments of 100,000 shares in HWH World
Pte. Ltd., representing 100 % of the share capital of HWH World Pte. Ltd., for a consideration amount of S$ 2.00. The shares were
disposed to Health Wealth Happiness Pte. Ltd, a subsidiary of Alset International Limited.

 There
were no assets or liabilities included in discontinued operations as of December 31, 2023 and 2022.

 The
aggregate financial results of discontinued operations were as follows:

OF AGGREGATE FINANCIAL RESULT DISCONTINUED OPERATION

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 Operating expenses:

 General and administrative

 $
 -

 $
 *

 Total operating expenses

 -

 Income (Loss) from operations

 -

 ( 648
)

 Income (Loss) from discontinued operations

 $
 -

 $
 ( 648
)

 *

 There
 was $ 648 professional expenses incurred during the year ended December 31, 2022.

 Note
12. GOODWILL

 The
Company continually evaluates potential acquisitions that align with the Company's plans, namely, starting the F&B
business in Asia. Starting an F&B business in Hong Kong, China, and Taiwan can be an excellent opportunity due to the large
consumer market, diverse food culture, high demand for international cuisine, favorable business environment, skilled labor force,
and opportunities for growth. On October 4, 2022, The Company has completed its first F&B business acquisition of MOC HK Limited
("MOC"), a F&B business started in Hong Kong. The accompanying consolidated financial statements include the operations of the acquired
entity from its acquisition date. The acquisition has been accounted for as a business combination. Accordingly, consideration paid
by the Company to complete the acquisition is initially allocated to the acquired assets and liabilities assumed based upon their
estimated acquisition date fair values.

 As
a result of the acquisition of MOC, goodwill of $ 60,343 generated in a business combination represents the purchase price of $ 70,523
in excess of identifiable tangible and intangible assets. Goodwill and intangible assets that have an indefinite useful life are not
amortized. Instead they are reviewed periodically for impairment.

 The
Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment
exist. Such indicators could include, but are not limited to (1) a significant adverse change in legal factors or in business climate,
(2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors
to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.
If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management
conducts a quantitative goodwill impairment test. The impairment test involves comparing the fair value of the applicable reporting unit
with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income, or discounted
cash flows, approach and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting
unit exceeds the reporting unit's fair value, an impairment loss is recognized in an amount equal to that excess, limited to the
total amount of goodwill allocated to that reporting unit. The Company's evaluation of goodwill completed during the year resulted
in no impairment losses.

 The
table below reflects the Company's estimates of the acquisition date fair value of the assets acquired and liabilities assumed
for the 2022 acquisition:

OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

 MOC

 Acquisition Date

 October 4, 2022

 Purchase Price

 Cash

 $
 70,523

 Total purchase consideration

 70,523

 Purchase Price Allocation

 Assets acquired

 Current assets

 32,700

 Property and Equipment, net

 11,266

 Operating lease right-of-use assets, net

 114,232

 Total assets acquired

 158,198

 Liabilities assumed:

 Current liabilities

 ( 33,437
)

 Operating lease liability

 ( 114,232
)

 Accrued taxes

 ( 349
)

 Total liabilities assumed

 ( 148,018
)

 Net assets acquired

 10,180

 Goodwill

 Total purchase consideration

 $
 70,523

 The
following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022.

OF GOODWILL

 2023

 2022

 Balance at beginning of the year

 $

 $
 -

 Acquisitions

 -

 Foreign currency exchange adjustment

 ( 70
)

 -

 Balance as of end of the year

 $
 60,273

 $

 Note
13. LEASES

 The
Company has operating leases for its operating office, F&B stores and warehouse in Hong Kong and People's Republic of
China. The related lease agreements do not contain any material residual value guarantees or material restrictive covenants. Since
the Company's leases do not provide an implicit rate that can be readily determined, management uses a discount rate based on
the incremental borrowing rate. The Company's weighted-average remaining lease term relating to its operating leases are 2.16
years, with a weighted-average discount rate of 4.47 %. The Company has a short-term lease for the F&B store in the People's
Republic of China. Lease expense for this lease amounted to $ 3,954 and $ 0 for the years December 31, 2023 and 2022, respectively.

 The
current portion of operating lease liabilities and the non-current portion of operating lease liabilities are presented on the balance
sheets. Total lease expenses amounted to $ 150,135 and $ 18,535 which was included in general and administrative expenses in the statements
of operations for the years December 31, 2023 and 2022, respectively. Total cash paid for operating leases amounted to $ 145,536 and $ 0
for the years ended December 31, 2023 and 2022, respectively. Supplemental balance sheet information related to operating leases was
as follows (in $):

OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

 2023

 2022

 Right-of-use assets

 $
 267,727

 $
 129,478

 Lease liabilities - current

 148,088

 71,899

 Lease liabilities - non-current

 126,810

 59,196

 Total lease liabilities

 $
 274,898

 $
 131,095

 As
of December 31, 2023, the aggregate future minimum rental payments under non-cancelable agreement are as follows (in $):

OF FUTURE MINIMUM RENTAL PAYMENTS UNDER NON-CANCELABLE AGREEMENT

 Maturity of Lease Liabilities

 Total

 12 months ended December 31, 2024

 $
 156,484

 12 months ended December 31, 2025

 80,527

 12 months ended December 31, 2026

 43,123

 12 months ended December 31, 2027

 7,187

 Total undiscounted lease payments

 287,321

 Less: Imputed interest

 ( 12,423
)

 Present value of lease liabilities

 $
 274,898

 Operating lease liabilities - Current

 148,088

 Operating lease liabilities - Non-current

 $
 126,810

 Note
14. SUBSEQUENT EVENTS

 The
Company has evaluated events that have occurred after the balance sheet date through the date of this report and determined that there
were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 In
connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of December 31, 2023. Disclosure controls and procedures
are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including
the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 During
evaluation of disclosure controls and procedures as of December 31, 2023 conducted as part of our annual audit and preparation of our
annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls
and procedures and concluded that our disclosure controls and procedures were ineffective for those reasons set forth below.

 Management's
Report on Internal Control over Financial Reporting

 Management
is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management's
judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

 Management
is also responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial
reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data.
Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including
the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control
over financial reporting can provide only reasonable assurance with respect to financial statement presentation. Further, because of
changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

 In
order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most
recently for its financial reporting as of December 31, 2023. This assessment was based on criteria for effective internal control over
financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)
of the Treadway Commission. In connection with management's evaluation of the effectiveness of the Company's internal control
over financial reporting as of December 31, 2023, management determined that the Company did not maintain effective controls over financial
reporting due to limited staff with U.S. GAAP and SEC Reporting experience. Management determined that the ineffective controls over
financial reporting constitute a material weakness.

 This
annual report filed on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in
this annual report.

 Changes
in Internal Control over Financial Reporting

 We
continue taking steps to enhance and improve the design of our internal controls over financial reporting. During the period covered
by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to appoint qualified personnel to establish an audit committee with financial accounting, GAAP, and SEC experience.

 Item
9B. Other Information.

 None

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Identification
of directors and officers

 The
following table sets forth the name and age of officers and director as of the date hereof. Our executive officers are elected annually
by our board of directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is
elected and qualified.

 Directors
and Executive Officers

 Name

 Age

 Position

 Chan
 Heng Fai

 Executive
 Chairman of the Board

 Lee
 Wang Kei

 Chief
 Executive Officer

 Lum
 Kan Fai

 Vice
 Chairman of the Board

 Lui
 Wai Leung Alan

 Chief
 Financial Officer

 On
October 21, 2014, the Company reported under Form 8-K the Sale & Purchase Agreement ("Purchase Agreement") with Alset
International Limited, formerly known as Singapore eDevelopment Limited, a Singapore exchange listed company, dated October 15, 2014.
The Purchase Agreement also granted AIL the right to nominate one member to the Company's Board of Directors.

 The
mailing address for each of the officers and directors named above is c/o the Company at: 4800 Montgomery Lane, Suite 210, Bethesda,
Maryland 20814.

 Business
Experience

 Mr.
Chan has served as a Director since October 2014, as the Executive Chairman of the Company's Board of Directors since
December of 2017, and the Acting Chief Executive Officer from August of 2018 until September 2020. Mr. Chan previously served as the
Company's Chief Executive Officer from December of 2014 until June of 2017. Mr. Chan is an expert in banking and finance, with
45 years of experience in these industries. He has also restructured numerous companies in various industries and countries during
the past 40 years. Mr. Chan has served as the Chief Executive Officer of Alset International Limited ("AIL"), a
diversified holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited, since April 2014, and has
served as a director of AIL since May 2013. Mr Chan has served as Chief Executive Officer of AIL since March 2014 and has served as
Executive Chairman of AIL since June 2017. Since March 2018, Mr. Chan has served as a Chairman of the Board and Chief Executive
Officer of Alset Inc., a Nasdaq listed company. Mr. Chan has also served as the Chairman of HWH International Inc. (formerly known
as Alset Capital Acquisition Corp.), a Nasdaq listed company, since October 2021. Mr. Chan has served as a director of LiquidValue
Development Inc., since January 2017, and has served as Chairman of the Board and Chief Executive Officer of LiquidValue
Development Inc. since December 2017. Mr. Chan has served as a director of DSS, Inc., an NYSE listed company, since
January 2017 and as Chairman of the Board since March 2019. Mr. Chan has served as a director of Value Exchange International Inc., a company listed on OTC Markets, since December
2021. Mr Chan has served as a director of Sharing Services Global Corporation, a company listed on OTC Markets, since April 2020 and has
served as a Chairman since July 2021.

 Mr. Chan served as a director of Holista CollTech Ltd., an ASX listed company, from July 2013 until June 2021. Mr.
Chan has served as a director of OptimumBank Holdings, Inc. a Nasdaq listed company from June 2018 until April 2022.

 Mr. Chan's previous experiences include serving as Managing Chairman of Zensun Enterprises Limited (formerly
known as ZH International Holdings Limited and Heng Fai Enterprises Limited), an investment holding company listed on the HKSE, from 1992
to 2015. Mr. Chan was formerly the Managing Director of SingHaiyi Group Ltd. (now known as SingHaiyi Group Pte. Ltd.), a property development
company in Singapore which was listed on the Singapore Exchange Mainboard, from March 2003 to September 2013, and the Executive Chairman
of China Gas Holdings Limited, a Hong Kong listed investor and operator of city gas pipeline infrastructure in China from 1997 to 2002.
Mr. Chan served on the Board of RSI International Systems, Inc., a Toronto Stock Exchange-listed, the developer of RoomKeyPMS, a web-based
property management system, from June 2014 to February 2019.

 Mr.
Chan served as a director of Global Medical REIT Inc., a NYSE listed company, a healthcare facility real estate company, from
December 2013 to July 2015. Mr. Chan served as a director of American Housing REIT Inc. from October 2013 to July 2015. Mr. Chan served as a
director of Skywest Ltd., a public Australian airline company from 2005 to 2006. Mr. Chan served as a director of Global Med Technologies,
Inc., a medical company engaged in the design, development, marketing and support information for management software products for
healthcare-related facilities, from May 1998 until December 2005.

 Director
Qualifications of Chan Heng Fai:

 The
board of directors appointed Mr. Chan in recognition of his abilities to assist the Company in expanding its business and the contributions
he can make to the Company's strategic direction.

 Mr.
Lee has served as the Company's Chief Executive Officer since September of 2020. Mr. Lee previously served as the Company's
Chief Executive Officer from December 2017 until August 2018 and served as the Company's Chief Technology Officer from June 2017
until August 2018. Mr. Lee has served as a System Architect for the Company since August of 2015, where he has helped lead the Company's
software development, and from April of 2015 to July of 2015, Mr. Lee served as a Consultant to the Company. Mr. Lee has served as Head
of Development for DSS Asia Limited since August 2018. Prior to joining the Company, Mr. Lee served as Software Project Manager for Appcraft
Asia from 2014-2015 and served as Software Architect for myFunboxx from 2012-2014.

 Mr.
Lum has served as a member of the Company's Board of Directors since June of 2015. Mr. Lum served as Chief Technology Officer
("CTO") from June of 2015 until June of 2017. In June of 2017, the Company appointed Mr. Lum Kan Fai as the Company's
CEO and President, and Mr. Lum resigned as CTO. In December of 2017, Mr. Lum Kan Fai resigned as CEO and President of the Company and
was appointed as Vice Chairman of the Company's Board of Directors. Mr. Lum currently is the President, Digital Group of DSS, Inc.
("DSS"), a NYSE listed company and the President of DSS Asia, a subsidiary of DSS. Mr. Lum is responsible for P&L long
term development of DSS' digital product division and the Asia Pacific operations of DSS. Mr. Lum has served as a member of the
Board of Value Exchange International Inc. since May of 2021. Mr. Lum was the founder, and since 2009 has served as Chief Executive Officer,
of FUNboxx Ltd. Prior to that, Mr. Lum held senior management positions with Vitop Holding, a HK listed company, York International (Now
Johnson Controls), Apple and Datacraft Asia. Mr. Lum graduated from the University of Essex (UK) in 1985, with a first class honor degree
in Computer and Communication Engineering.

 Director
Qualifications of Mr. Lum Kan Fai:

 The
board of directors appointed Mr. Lum in recognition of his extensive knowledge in information technology business and his ability to
assist in the Company's continuous growth. He has over 30 years of technology business experience in multinational corporations.

 Mr.
Lui Wai Leung Alan has served as Chief Financial Officer since May 2016. Mr. Lui has been Chief Financial Officer of Alset
International Limited, a SGX listed company, since November 2016 and served as its Acting CFO from June 2016. Mr. Lui has served as
an Executive Director of Alset International Limited since July 2020. Since October 2016, Mr. Lui has also served as a director of
BMI Capital Partners International Ltd, a Hong Kong investment consulting company. Mr. Lui has served as Co-Chief Financial Officer
of LiquidValue Development Inc., since December 2017. Mr. Lui has served a Co-Chief Financial Officer of Alset Inc., a Nasdaq listed
company, since March 2018. From June of 1997 through March of 2016, Mr. Lui served in various executive roles at Zensun Enterprises
Limited (formerly known as ZH International Holdings Limited and Heng Fai Enterprises Limited), an investment holding company listed
on the HKSE, including as Financial Controller. Mr. Lui oversaw the financial and management reporting and focusing on its financing
operations, treasury investment and management. He has extensive experience in financial reporting, taxation and financial
consultancy and management in Hong Kong. Mr. Lui is a Certified Practicing Accountant in Australia and received a Bachelor's
Degree in Business Administration from the Hong Kong Baptist University in 1993.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Not
Applicable.

 Corporate
Governance

 Board
of Directors

 The
varying business experience of each of our directors led to the conclusion that each such party should be a member of our Board of Directors.
The minimum number of directors we are authorized to have is one and the maximum is eight. In no event may we have less than one director.

 Directors
on our Board of Directors are elected for one-year terms and serve until the next annual security holders' meeting or until their
death, resignation, retirement, removal, disqualification, or until a successor has been elected and qualified. All officers are appointed
annually by the Board of Directors and serve at the discretion of the Board. Currently, directors receive no compensation for their services
on our Board.

 All
directors will be reimbursed by us for any accountable expenses incurred in attending directors' meetings provided that we have
the resources to pay these fees. We will consider applying for officers and directors' liability insurance at such time when we
have the resources to do so.

 Committees
of the Board of Directors

 Concurrent
with having sufficient members and resources, our Board of Directors intends to establish an audit committee and a compensation committee.
The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review
and evaluate the system of internal controls. The compensation committee will review and recommend compensation arrangements for the
officers and employees. No final determination has yet been made as to the memberships of these committees or when we will have sufficient
members to establish committees. We believe that we will need a minimum of three independent directors to have effective committee systems.

 As
of the date hereof, we have not established any Board committees.

 Family
Relationships

 No
family relationship exists between any director, executive officer, or any person contemplated to become such.

 Director
Independence

 In
light of the relationships between certain members of our Board and our majority stockholder, none of the members of our management can
be deemed to be independent. Our board of directors has voluntarily adopted the corporate governance standards defining the independence
of our directors imposed by the NASDAQ Capital Market's requirements for independent directors pursuant to Rule 5605(a)(2) of the
Marketplace Rules of The NASDAQ Stock Market LLC.

 Potential
Conflicts

 None
of the members of our management work for the Company on a full-time basis. Both our Executive Chairman and our Chief Financial Officer
are employed by our largest stockholder, Alset International Limited, formerly known as Singapore Development Limited, and their services
are being temporarily provided to us at no cost. Certain conflicts of interest may arise between us and our officer(s) and director(s)
in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue
to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved
only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to
us.

 We
will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually
negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

 We
cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 Involvement
in Certain Legal Proceedings

 None
of our directors or executive officers has, during the past ten years:

 had
 any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time
 of the bankruptcy or within two years prior to that time;

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
 offences);

 been
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities,
 futures, commodities or banking activities;

 been
 found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading
 Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
 or vacated; and

 been
 subject or a party to or any other disclosable event required by Item 401(f) of Regulation S-K.

 Code
of Business Conduct and Ethics

 We
currently do not have a Code of Business Conduct and Ethics. We intend to adopt one in the immediate future.

 Item
11. Executive Compensation.

 EXECUTIVE
COMPENSATION

 Summary
Compensation Table for 2023 and 2022

 The
following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of the named executive
officers for services rendered to us for the calendar years ended December 31, 2023 and December 31, 2022.

 Name and Principal Position

 Fiscal
 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Chan Heng Fai, Executive Chairman

 2023

 —

 —

 —

 —

 —

 Lee Wang Kei, CEO

 2023

 —

 —

 —

 24,000

 24,000

 Lum Kan Fai, Director, Vice Chairman

 2023

 —

 —

 —

 —

 —

 Sanjib Kalita (resigned on September 30, 2022)

 2023

 —

 —

 —

 —

 —

 Lui Wai Leung Alan, CFO

 2023

 —

 —

 —

 —

 —

 Name and Principal Position

 Fiscal
 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Chan Heng Fai, Executive Chairman

 2022

 —

 —

 —

 —

 —

 Lee Wang Kei, CEO

 2022

 —

 —

 —

 24,000

 24,000

 Lum Kan Fai, Director, Vice Chairman

 2022

 —

 —

 —

 —

 —

 Sanjib Kalita

 2022

 —

 —

 —

 —

 —

 Lui Wai Leung Alan, CFO

 2022

 —

 —

 —

 —

 —

 Other
than as set forth in the table above, there has been no cash or non-cash compensation awarded to, earned by or paid to any of our officers
and directors since inception. On July 30, 2018, the Company adopted the Equity Incentive Plan intended to encourage ownership of Shares
by Employees and directors of and certain consultants to the Company in order to attract and retain such people, to induce them to work
for the benefit of the Company.

 Director
Compensation

 Our
directors will not receive a fee for attending each board of directors meeting or meeting of a committee of the board of directors. All
directors will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and
committee meetings.

 Employment
Agreements

 As
of the date of this report, the Company has not entered into any employment arrangement with any director or officer.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth certain information as of April 1, 2024 with respect to the beneficial ownership of our common stock, the
sole outstanding class of our voting securities, by (i) any person or group owning more than 5% of each class of voting securities, (ii)
each director, (iii) each executive officer named in the Summary Compensation Table in the section entitled "Executive Compensation"
above and (iv) all executive officers and directors as a group. As April 1, 2024, we had 507,610,326 shares of common stock issued
and outstanding.

 Beneficial
ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over
securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each
stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially
owned by the stockholder.

 Shares
of common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of the date of this Form
10-K are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 Name and Address (1)

 Beneficially
 Owned

 Percentage
 Owned

 Greater than 5% Holders

 Alset Inc. (2)

 505,341,376

 99.55
 %

 Officers and Directors

 Chan Heng Fai (3)

 505,341,376

 99.55
 %

 Lee Wang Kei

 %

 Lum Kan Fai

 %

 Lui Wai Leung Alan

 %

 All directors and officers as a group (4 persons)

 (1)

 Unless
 otherwise stated, the address is 4800 Montgomery Lane, Suite 210, Bethesda MD 20814, the address of the Company

 (2)

 The
 address is: 4800 Montgomery Lane, Suite 210, Bethesda, Maryland.

 (3)

 Mr.
 Chan is deemed to be the beneficial owner of those shares owned by Alset Inc. the majority stockholder is a
 subsidiary of Alset Inc., a Nasdaq-listed company. Mr. Chan is the Chairman and Chief Executive Officer of Alset Inc. Directly and
 through an entity he owns, Mr. Chan is the largest stockholder of Alset Inc.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 AI
is the Company's majority stockholder. Chan Heng Fai, the Executive Chairman of the Company's Board of Directors, is also
the Chairman and Chief Executive Officer of AI. In addition, Mr. Chan is also the Chairman, Chief Executive Officer and largest stockholder
of AIL., which is the subsidiaries of AI. Lui Wai Leung Alan, the Company's Chief Financial Officer, is also the
Co-Chief Financial Officer of AI and the Chief Financial Officer of AIL. As of the date of this report, the Company has not entered
into any employment arrangement with any director or officer, except for our Chief Executive Officer, Lee Wang Kei. Mr. Lee is paid $2,000
per month by HotApp International Limited, a subsidiary of the Company.

 On
December 31, 2014, the Company owed Alset International Limited (AIL), its former majority stockholder, $4,428,438. This amount
reflects a loan of $50,000 and the US equivalent of S$5,702,500. It also includes $32,574 in payments made by AIL on behalf of the
Company. On December 28, 2014, AIL loaned the Company under a promissory note (the "Note") $3,988,831 (S$5,250,533.93).
The Note is non-interest bearing and matures on June 25, 2015. The Note has no prepayment penalty. The other loans and expenses
covered by AIL for the benefit of the Company are not covered under a loan document.

 On
July 13, 2015, the Company entered into a Loan Conversion Agreement with AIL, pursuant to which AIL converted outstanding loans made
to the Company into common stock of the Company at a rate of $5.00 per share (rounded to the nearest full share). The total amount converted
consists of outstanding principal in the amount of $5,250,554 Singapore Dollars or $3,888,437 USD as of exchange rate on July 10, 2015,
which amount was evidenced by a promissory note in favor of AIL effective December 28, 2014 ("AIL Promissory Note"). The
principal amount of $3,888,437 was converted to common stock of the Company, and in exchange, AIL received 777,687 shares of common stock
of the Company. The other loans and expenses covered by AIL for the benefit of the Company are not covered under a loan document.

 On
March 25, 2015, HotApp BlockChain Pte. Ltd., formerly known as HotApps International Pte Ltd. ("HIP") acquired 100% of issued
share capital in HotApp International Limited, a Hong Kong company, for a cash consideration of HK$1.00 from Mr. Chan Heng Fai, a substantial
stockholder and the Company's Chairman and former CEO. HotApp International Limited is a corporation incorporated in Hong Kong
Special Administrative Region of the People's Republic of China with a total issued share capital of HK$1.00 represented by one
(1) issued share at HK$1.00 each. The consideration of the acquisition was based on the issued share capital of HotApp International
Limited, which is principally engaged in the sales and marketing of mobile application. HotApp International Limited was dormant and
has a net equity deficiency of HK$5,456 due to incorporation expenses as at the date of acquisition.

 On
January 25, 2017, the Company entered into an Agreement for Services with iGalen International Inc. ("iGalen"), a company
specializing in dietary supplements, to provide iGalen with a mobile enterprise resource planning platform ("Mobile App")
for iGalen's members. Under the terms of the agreement, iGalen, a U.S.-based network marketing company which was 53% owned by AIL,
agreed to share 3% of its entire annual global revenue with the Company for the financial year ending December 31, 2017. In exchange,
the Company assumed responsibility for maintaining and upgrading the Mobile App platform, as well as providing the required cloud infrastructure.
The Company agreed to absorb the cost of development of the Mobile App, and agreed not to charge individual members for use of the Mobile
App's standard functions.

 On
March 27, 2017, the Company entered into a Loan Conversion Agreement with AIL, pursuant to which AIL agreed to convert $450,890 of debt
owed by the Company to AIL into 500,988,889 common shares at a conversion price of $0.0009. The captioned shares were issued on June
9, 2017, and AIL owned 99.979% of the Company after such transactions.

 On
December 20, 2018, the Board of Directors of AIL announced its intention to sell up to 3,200,000 shares of the Company to independent
third parties at US$0.50 per share for an aggregate cash consideration of up to US$1,600,000. The purpose of this proposed sale was to
raise funds to continue to support the general corporate and working capital of the Company, including but not limited to the operating
costs of the Company. During 2021, AIL sold 1,449,200 shares of the Company to independent third parties, and AIL owned 99.693% of the
Company after such transactions.

 On
August 30, 2022, Alset International Limited entered into a stock purchase with its controlling stockholder, Alset Inc. (formerly known
as Alset EHome International Inc.) in relation to the disposal of 505,341,376 shares of the Company's common stock, representing
approximately 99.69% of the total issued and paid-up share capital of the Company, to Alset Inc. After this transaction, Alset Inc. became
our largest stockholder.

 On
April 24, 2023, the Company completed the issuance of 711,750 shares of the Company's common stock to 4,736 individuals for services
rendered to the Company. The share-based compensation related to this share issuance is approximately $712.

 On
March 27, 2017, AIL and the Company entered into a Preferred Stock Cancellation Agreement, by which AIL agreed to cancel its 13,800,000
shares of Perpetual Preferred Stock issued by the Company. On June 8, 2017, a Certificate of Retirement for 13,800,000 shares of the
Perpetual Preferred Stock has been filed with the office of Secretary of State of the State of Delaware.

 On
October 25, 2018, HotApp BlockChain Pte. Ltd., formerly known as HotApps International Pte. Ltd. ("HIP") entered into an
Equity Purchase Agreement with DSS Asia Limited ("DSS Asia"), a Hong Kong subsidiary of DSS International Inc. ("DSS
International"), pursuant to which HIP agreed to sell to DSS Asia all of the issued and outstanding shares of HotApps Information
Technology Co. Ltd., also known as Guangzhou HotApps Technology Ltd. ("Guangzhou HotApps"). Guangzhou HotApps was a wholly
owned subsidiary of HIP, which was primarily engaged in engineering work for software development, mainly voice over internet protocol.
Guangzhou HotApps was also involved in a number of outsourcing projects, including projects related to real estate and lighting.

 The
parties to the Equity Purchase Agreement agreed that the purchase price for this transaction would be $100,000, which would be paid in
the form of a two-year, interest free, unsecured, demand promissory note in the principal amount of $100,000, and that such note would
be due and payable in full in two years. The closing of the Equity Purchase Agreement was subject to certain conditions; these conditions
were met and the transaction closed on January 14, 2019.

 Mr.
Chan Heng Fai is the Executive Chairman and a Member of the Board of Directors of the Company. He is also the Chief Executive Officer
and Chairman of Alset International Limited, the majority stockholder of the Company. Mr. Chan is the Chairman, Chief Executive Officer
and largest stockholder of Alset Inc., Alset International Limited's majority stockholder. Mr. Chan is also the Chief Executive
Officer and Chairman of DSS International and a significant stockholder and Executive Chairman of the Board of DSS, Inc., which is the
sole owner of DSS International. Lum Kan Fai, a member of the Board of Directors of the Company, is also an employee of DSS International.

 We
believe that the foregoing transactions were in our best interests. Consistent with Section 144 of the Delaware General Corporation Law,
it is our current policy that all transactions between us and our officers, directors and their affiliates will be entered into only
if such transactions are approved by a majority of the disinterested directors, are approved by vote of the stockholders or are fair
to us as a corporation as of the time they were authorized, approved or ratified by the board. We will conduct an appropriate review
of all related party transactions on an ongoing basis, and, where appropriate, we will utilize our audit committee for the review of
potential conflicts of interest.

 Except
as set forth above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party
since our incorporation or in any proposed transaction to which we are proposed to be a party:

 (A)

 Any
 of our directors or officers;

 (B)

 Any
 proposed nominee for election as our director;

 (C)

 Any
 person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock;
 or

 (D)

 Any
 relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who
 is a director or officer of any parent or subsidiary of our Company.

 Item
14. Principal Accounting Fees and Services.

 The
following table indicates the fees paid by us for services performed for the years ended December 31, 2023 and December 31, 2022:

 Year Ended December 31,

 2023

 2022

 Audit Fees

 $
 84,255

 $
 61,650

 Audit-Related Fees

 31,953

 15,413

 Tax Fees

 All Other Fees

 Total

 $
 116,108

 $
 77,063

 Audit
Fees. This category includes the aggregate fees billed for professional services rendered by the independent auditors during
the years ended December 31, 2023 and December 31, 2022 for the audit of our financial statements and review of previous years'
Form 10-Qs.

 Audit-Related
Fees. This category includes the aggregate fees billed for professional services rendered by the independent auditors during
the years ended December 31, 2023 and December 31, 2022 that are reasonably related to the performance of the audit or review of our
financial statements and are not reported above under "Audit Fees." In 2023 and 2022, such fees were related to expenses
incurred in relation to additional services the auditors performed per request of the foreign auditor of one of our subsidiaries.

 Tax
Fees. This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and state
income tax returns.

 All
Other Fees. This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above, rendered
during the years ended December 31,2023 and December 31, 2022.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)(1)

 List
 of Financial Statements included in Part II hereof:

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholder Equity (Deficit) for the Period from January 1, 2022 to December 31, 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 (a)(2)

 List
 of Financial Statement schedules included in Part IV hereof:

 None

 (a)(3)

 Exhibits

 The
following exhibits are included herewith:

 Exhibit

 Number

 Description

 3.1

 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed on March 21, 2014).

 3.1.1

 Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1.1 to the Company's Current Report on Form 8-K filed on December 9, 2014).

 3.1.2

 Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1.2 to the Company's Annual Report on Form 10-K for the period ended December 31, 2017 filed on April 2, 2018).

 3.1.3

 Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1.3 to the Company's Current Report on Form 8-K filed on February 5, 2021).

 3.1.4

 Certificate of Amendment to the Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1.1 to the Company's Current Report on Form 8-K filed on March 9, 2023).

 3.2.1

 Bylaws (incorporated herein by reference to Exhibit 3.2.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2017 filed on April 2, 2018).

 10.1

 HotApp Blockchain Inc. 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 3, 2018).

 10.2

 Securities Purchase Agreement, dated April 5, 2021, by Value Exchange International Inc. GigWorld Inc. (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2021).

 10.3

 Stock Purchase Agreement, by and between Chan Heng Fai and the Company, dated as of October 17, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 3, 2022).

 10.4

 Form of Securities Purchase Agreement, dated February 23, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 1, 2023).

 10.5

 Form of Convertible Promissory Note, dated February 23, 2023 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 1, 2023).

 10.6

 Convertible Credit Agreement, dated January 27, 2023 (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 1, 2023).

 10.7

 Convertible Credit Agreement, dated December 14, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 19, 2023).

 10.8

 Amendment Number One to the Convertible Credit Agreement, dated December 19, 2023 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 19, 2023).

 21.1*

 Subsidiaries of the Registrant

 31.1*

 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Clawback Policy of Hapi Metaverse Inc.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 *

 Filed
 with this document

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 HAPI
 METAVERSE INC.

 Date:

 By:

 /s/
 Lee Wang Kei

 Lee
 Wang Kei

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Date:

 By:

 /s/
 Lui Wai Leung, Alan

 Lui
 Wai Leung, Alan Chief Financial Officer

 (Principal
 Financial Officer and Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Lee Wang Kei

 Chief
 Executive Officer

 Lee
 Wang Kei

 (Principal
 Executive Officer)

 /s/
 Lui Wai Leung, Alan

 Chief
 Financial Officer

 Lui
 Wai Leung, Alan

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Chan Heng Fai

 Executive
 Chairman of the Board

 Chan
 Heng Fai

 /s/
 Lum Kan Fai

 Vice
 Chairman of the Board

 Lum
 Kan Fai