Alset Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024015
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023460
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 107 current paragraphs.
83 unchanged; 20 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On September 17, 2025, HWH entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a Convertible Promissory Note (the “8 th SHRG Convertible Note”) in the amount of $70,000, convertible into 11,666,667 shares of SHRG’s common stock at HWH’s option for an aggregate purchase price of $70,000. The 8 th SHRG Convertible Note bears an 8% interest rate and has a scheduled maturity three years from the date of the note. Additionally, upon signing the 8 th SHRG Convertible Note, SHRG owed HWH a commitment fee of 8% of the principal amount, $5,600 in total, to be paid either in cash or in common stock of SHRG, at HWH’s discretion. At the time of filing, HWH has not converted any of the debt contemplated by the 8 th SHRG Convertible Note.
Current report
Reorganization of Real Estate Business and Spin-off
Current report
On August 1, 2025, the Company’s indirect majority-owned subsidiary Winning Catering Group, Inc. (then known as LiquidValue Development Inc., or “LVD”) entered into a Contribution Agreement with Alset Real Estate Holdings Inc., its wholly owned subsidiary (“Alset Real Estate Holdings”). Pursuant to the terms of the Contribution Agreement, LVD agreed to transfer its ownership of all of the issued and outstanding shares of Alset EHome Inc., the company that owned substantially all of the assets and liabilities of LVD, to Alset Real Estate Holdings. On August 18, 2025, LVD completed the distribution of substantially all of its assets to holders of its common stock as of August 15, 2025, in the form of a one-time special dividend (the “Distribution”). The Distribution consisted of all of the issued and outstanding shares of Alset Real Estate Holdings Inc., having an aggregate fair market value of approximately $34.8 million as of the date of Distribution, and constituting substantially all of LVD’s net asset value. LVD shareholders received shares on a pro rata basis, based on the number of shares of the LVD’s common stock. Following this transaction, LVD had no material operations or sources of revenue and would be considered a shell company. Because of the Contribution Agreement and the Distribution, the Company’s ownership interest in Alset Real Estate Holdings Inc. mirrors its ownership interest in LVD at the time of the Distribution. Therefore, the Company’s ownership interest in Alset EHome Inc. and its real estate business remains unchanged following the transactions described above.
Current report
On September 22, 2025, LiquidValue Development Inc. changed its name to “Winning Catering Group, Inc.” in anticipation of a planned merger pursuant to an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) entered into on May 30, 2025 (such merger has not yet closed as of the date hereof). The Acquisition Agreement was entered into by LVD with (i) SeD Intelligent Home Inc., a Nevada corporation, the majority shareholder of LVD and an indirect majority-owned subsidiary of the Company (“SeD”); (ii) LVD Merger Corp., a Nevada corporation and wholly owned subsidiary of LVD (the “Merger Sub”); (iii) Winning Catering Management Limited, a British Virgin Islands corporation (“Winning Group”); (iv) Winning Holdings Limited, a British Virgin Islands corporation (“Winning Holdings”); and (iv) Pure Talent Group Limited, a British Virgin Islands corporation (“PTGL” and collectively, the “Parties”). Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and into Winning Group (the “Merger”), with Winning Group surviving the Merger. Following the Merger, Winning Group will become a wholly owned subsidiary of LVD. In connection with the Merger and as part of the transaction structure, the Parties also agreed that: 3,754,897,728 new fully paid, non-assessable shares of LVD’s common stock will be issued to Winning Holdings and 234,681,108 shares will be issued to PTGL. At the closing of these transactions, (i) Winning Holdings will own 80% of the issued and outstanding shares of LVD; (ii) SeD and other existing stockholders will retain 15% of the LVD’s shares; and (iii) PTGL will own 5% of LVD’s shares. Winning Group’s principal line of business is Wing Nin, a Hong Kong food and beverage brand. Renowned for its cart noodles, a Hong Kong staple, Wing Nin sells customizable bowls featuring a choice of noodle bases, a wide array of toppings, and a rich homemade spicy curry sauce. Wing Nin began as a street vendor in the 1960s and has expanded in recent years. Today, Wing Nin has thirteen locations across Hong Kong.
Reworded paragraphs (20)
Previous wording
We also hold minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American Pacific Bancorp Inc. (“APF”), a 43.6% equity interest in DSS Inc. (“DSS”), an indirect 45.8% equity interest in Value Exchange International Inc. (“VEII”), a 0.5% equity interest in American Premium Water Corporation (“APW”, d.b.a. New Electric CV Corporation, “NECV”), and a 29% equity interest in Sharing Services Global Corporation (“SHRG”). APF is a financial network holding company. DSS is a multinational company operating businesses with five divisions: product packaging, biotechnology, direct marketing, commercial lending, and securities and investment management. DSS Inc. is listed on the NYSE American (NYSE: DSS). Value Exchange International, Inc. is a provider of information technology services for businesses, and is traded on the OTC Markets. Sharing Services Global Corporation, is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach. Sharing Services Global Corporation is traded on the OTC Markets.
Current wording
We also hold minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., formerly known as American Pacific Bancorp Inc. (“APF”), a 43.6% equity interest in DSS Inc. (“DSS”), an indirect 45.8% equity interest in Value Exchange International Inc. (“VEII”), a 0.5% equity interest in HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation), and a 29% equity interest in Sharing Services Global Corporation (“SHRG”). APF is a financial network holding company. DSS is a multinational company operating businesses with five divisions: product packaging, biotechnology, direct marketing, commercial lending, and securities and investment management. DSS Inc. is listed on the NYSE American (NYSE: DSS). Value Exchange International, Inc. is a provider of information technology services for businesses, and is traded on the OTC Markets. Sharing Services Global Corporation, is a publicly traded company dedicated to building shareholder value by developing or acquiring businesses, products and technologies in the direct selling industry and other industries that augment the Company’s product and services portfolio, business competencies, and geographic reach. Sharing Services Global Corporation is traded on the OTC Markets.
Previous wording
Summary of Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Summary of Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
Revenue was $1,098,962 and $1,127,046 for the three months ended June 30, 2025 and 2024, respectively. Revenue was $2,167,265 and $7,213,253 for the six months ended June 30, 2025 and 2024, respectively. The decrease in revenue is mainly caused by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.
Current wording
Revenue was $998,828 and $4,960,711 for the three months ended September 30, 2025 and 2024, respectively. Revenue was $3,166,093 and $12,173,964 for the nine months ended September 30, 2025 and 2024, respectively. The decrease in revenue is mainly caused by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.
Previous wording
In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.
Current wording
In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. The sale of 335 lots closed in the first nine months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.
Previous wording
Revenue from rental business was $716,042 and $705,011 in the three months ended June 30, 2025 and 2024, respectively. Revenue from rental business was $1,433,847 and $1,425,505 in the six months ended June 30, 2025 and 2024, respectively. The Company expects that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.
Current wording
Revenue from rental business was $692,890 and $724,699 in the three months ended September 30, 2025 and 2024, respectively. Revenue from rental business was $2,126,737 and $2,150,204 in the nine months ended September 30, 2025 and 2024, respectively. The Company expects that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.
Previous wording
The category described as “Other” includes corporate and financial services, food and beverage business, digital transformation technology, and new venture businesses. “Other” includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments from global functional expenses.
Current wording
The category described as “Other” includes corporate and financial services, food and beverage business, and new venture businesses. “Other” includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments from global functional expenses.
Previous wording
The financial services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately addressed as one independent category. In the three months ended June 30, 2025 and 2024, the revenue from other businesses was $382,920 and $422,035, respectively. In the six months ended June 30, 2025 and 2024, the revenue from other businesses was $733,418 and $755,248, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.
Current wording
The financial services, food and beverage businesses and new venture businesses are small and diversified, and accordingly they are not separately addressed as one independent category. In the three months ended September 30, 2025 and 2024, the revenue from other businesses was $305,938 and $421,012, respectively. In the nine months ended September 30, 2025 and 2024, the revenue from other businesses was $1,039,205 and $1,176,260, respectively, generated by Korean, Singaporean and Chinese café shops and restaurants.
Previous wording
Cost of revenues increased from $829,958 in the three months ended June 30, 2024 to $843,046 in the three months ended June 30, 2025. Cost of revenues decreased from $5,488,325 in the six months ended June 30, 2024 to $1,620,575 in the six months ended June 30, 2025. The decrease in cost of revenue is caused by the decrease in property sales from the Lakes at Black Oak project in 2025. The last lots in Lakes at Black Oak project were sold during 2024.
Current wording
Cost of revenues decreased from $2,949,824 in the three months ended September 30, 2024 to $756,369 in the three months ended September 30, 2025. Cost of revenues decreased from $8,438,149 in the nine months ended September 30, 2024 to $2,376,944 in the nine months ended September 30, 2025. The decrease in cost of revenue is caused by the decrease in property sales from the Lakes at Black Oak project in 2025. The last lots in Lakes at Black Oak project were sold during 2024.
Previous wording
The gross margin decreased from $297,088 to $255,916 in the three months ended June 30, 2024 and 2025, respectively. The gross margin decreased from $1,724,928 to $546,690 in the six months ended June 30, 2024 and 2025, respectively. The decrease of gross margin was caused by the decrease in sales in the Lakes at Black Oak Project.
Current wording
The gross margin decreased from $2,010,887 to $242,459 in the three months ended September 30, 2024 and 2025, respectively. The gross margin decreased from $3,735,815 to $789,149 in the nine months ended September 30, 2024 and 2025, respectively. The decrease of gross margin was caused by the decrease in sales in the Lakes at Black Oak Project.
Previous wording
The increase of operating expenses in the first six months of 2025 compared to the same period of 2024 was mostly caused by the bonus paid to CEO.
Current wording
The increase of operating expenses in the first nine months of 2025 compared to the same period of 2024 was mostly caused by the bonus paid to CEO.
Previous wording
In the three months ended June 30, 2025, the Company had other expense of $6,085,681 compared to other income of $1,659,507 in the three months ended June 30, 2024. In the six months ended June 30, 2025, the Company had other expense of $11,615,507 compared to other expense of $3,387,772 in the six months ended June 30, 2024. The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods. Foreign exchange transaction loss was $4,834,398 in the three months ended June 30, 2025, compared to $845,350 gain in the three months ended June 30, 2024. Foreign exchange transaction loss was $6,243,500 in the six months ended June 30, 2025, compared to $2,038,986 gain in the six months ended June 30, 2024.
Current wording
In the three months ended September 30, 2025, the Company had other income of $4,547,503 compared to other income of $2,433,020 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company had other expense of $7,068,004 compared to other expense of $954,752 in the nine months ended September 30, 2024. The loss/gain on foreign exchange transaction is the primary reason for the volatility in these two periods. Foreign exchange transaction gain was $1,448,155 in the three months ended September 30, 2025, compared to $3,673,699 loss in the three months ended September 30, 2024. Foreign exchange transaction loss was $4,795,345 in the nine months ended September 30, 2025, compared to $1,634,713 loss in the nine months ended September 30, 2024.
Previous wording
In the three months ended June 30, 2025 the Company had net loss of $8,841,142 compared to net loss of $1,149,965 in the three months ended June 30, 2024. In the six months ended June 30, 2025, the Company had net loss of $18,346,034 compared to net loss of $8,463,756 in the six months ended June 30, 2024.
Current wording
In the three months ended September 30, 2025 the Company had net income of $1,964,001 compared to net income of $1,469,239 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company had net loss of $16,382,033 compared to net loss of $6,994,516 in the nine months ended September 30, 2024.
Previous wording
Our real estate assets have decreased to $30,158,311 as of June 30, 2025 from $30,695,669 as of December 31, 2024. This decrease reflects depreciation expenses on the rental properties.
Current wording
Our real estate assets have decreased to $29,889,632 as of September 30, 2025 from $30,695,669 as of December 31, 2024. This decrease reflects depreciation expenses on the rental properties.
Previous wording
Our cash has decreased from $27,243,787 as of December 31, 2024 to $25,584,862 as of June 30, 2025. Our liabilities decreased from $6,563,126 at December 31, 2024 to $4,738,149 at June 30, 2025. Our total assets have decreased to $86,011,525 as of June 30, 2025 from $96,761,977 as of December 31, 2024 mainly due to decrease in cash and value of investment securities.
Current wording
Our cash has decreased from $27,243,787 as of December 31, 2024 to $25,459,416 as of September 30, 2025. Our liabilities decreased from $6,563,126 at December 31, 2024 to $4,711,668 at September 30, 2025. Our total assets have increased to $169,106,722 as of September 30, 2025 from $96,761,977 as of December 31, 2024 mainly due to increase in value of investment securities and purchasing equity investment.
Previous wording
The Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects. The Company expects that approximately $8 million of the receivable will be collected within the next twelve months.
Current wording
Additionally, the Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak and Alset Villas projects.
Previous wording
Summary of Cash Flows for the Six Months Ended June 30, 2025 and 2024
Current wording
Summary of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
Previous wording
Net cash used in operating activities was $6,374,812 in the first six months of 2025, as compared to net cash used in operating activities of $5,897,249 in the same period of 2024. Purchase of trading securities and paying off payables in 2025 were the main reason for the cash used in operating activities in that period.
Current wording
Net cash used in operating activities was $5,491,443 in the first nine months of 2025, as compared to net cash used in operating activities of $8,751,416 in the same period of 2024. Purchase of trading securities and paying off payables in 2025 were the main reason for the cash used in operating activities in that period.
Previous wording
Net cash provided by investing activities was $19,616,855 in the six months ended June 30, 2024, compared to net cash provided of $1,675,912 in the six months ended June 30, 2025. In the six months ended June 30, 2025, the Company issued $910,193 in loans to related parties and spent $144,842 to purchase fixed assets. At the same time, we received $117,804 from repayment of related party loan and $2,613,143 from the sale of securities of a related party. In the six months ended June 30, 2024 issued $1,118,864 in loans to related parties and $577,285 in loans receivable. At the same time, we received $101,096 from repayment of related party loan and withdrew cash from trust account of $21,102,871 for redemption of HWH’s shares.
Current wording
Net cash provided by investing activities was $18,707,934 in the nine months ended September 30, 2024, compared to net cash provided of $614,518 in the nine months ended September 30, 2025. In the nine months ended September 30, 2025, the Company issued $1,918,240 in loans to related parties and spent $205,851 to purchase fixed assets and $40,000 to purchase security investment. At the same time, we received $165,466 from repayment of related party loan and $2,613,143 from the sale of securities of a related party. In the nine months ended September 30, 2024, the Company issued $1,368,083 in loans to related parties and $1,212,021 in loans receivable. At the same time, we received $101,096 from repayment of related party loan and withdrew cash from trust account of $21,102,871 for redemption of HWH’s shares.
Previous wording
Net cash provided by financing activities was $2,326,244 in the six months ended June 30, 2025, compared to net cash used of $21,351,570 in the six months ended June 30, 2024. The cash provided by financing activities in the first six months of 2025 was from proceeds from issuing common stock of $2,614,983. In that same period, the Company repaid $261,097 of note payable and repurchased its own stock for $27,642. The cash used in financing activities in the first six months of 2024 is caused by repayment of $378,960 of note payable and repayment of HWH’s shares of $21,102,871. In that same period, the Company borrowed $130,261 from commercial loan.
Current wording
Net cash provided by financing activities was $1,997,810 in the nine months ended September 30, 2025, compared to net cash used of $21,370,610 in the nine months ended September 30, 2024. The cash provided by financing activities in the first nine months of 2025 was from proceeds from issuing common stock of $2,614,983. In that same period, the Company repaid $275,374 of note payable, repurchased its own stock for $420,273 and borrowed $78,474 from commercial loan. The cash used in financing activities in the first nine months of 2024 is caused by repayment of $398,000 of note payable and repayment of HWH’s shares of $21,102,871. In that same period, the Company borrowed $130,261 from commercial loan.
Previous wording
We believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2025 or the year ended December 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
Current wording
We believe that inflation has not had a material impact on our results of operations for the nine months ended September 30, 2025 or the year ended December 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.