SOCIETY PASS INCORPORATED. - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2023

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

For the transition period from _____ to _____

Commission File Number: 001-41037

SOCIETY PASS INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada	83-1019155
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

701 S. Carson Street, Suite 200 Carson City, Nevada 89701

(Address of principal executive offices)

(+65) 6518-9382

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SOPA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 ☐

Indicate 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 such files).

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes ☐ No ☒

As of May 9, 2023, there were 28,171,523 shares of the registrant's common stock, $0.0001 par value, outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three Months ended March 31, 2023 And 2022	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months ended March 31, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	68
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mining Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70
SIGNATURES		71

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2023 AND DECEMBER 31, 2022

(Currency expressed in United States Dollars (“US$”))


	March 31, 2023 (Unaudited)			December 31, 2022 (Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	13,755,377		$	18,930,986
Restricted cash		72,564			72,350
Accounts receivable, net		858,109			951,325
Inventories		229,010			310,932
Contract assets		5,071			20,310
Deposits, prepayments and other receivables		1,942,239			2,711,042
Total current assets		16,862,370			22,996,945
Non-current assets:
Intangible assets, net		6,676,065			7,458,089
Property, plant and equipment, net		827,332			706,038
Right of use assets, net		1,708,658			1,537,670
Total non-current assets		9,212,055			9,701,797
TOTAL ASSETS	$	26,074,425		$	32,698,742
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payables	$	1,463,466		$	1,296,571
Contract liabilities		1,264,725			1,405,090
Accrued liabilities and other payables		5,949,092			8,325,225
Due to related parties		22,246			22,311
Deferred tax liabilities		69,000			69,000
Operating lease liabilities		555,476			467,938
Loan		26,644			28,164
Total current liabilities		9,350,649			11,614,299
Non-current liabilities
Operating lease liabilities		1,158,283			1,073,126
TOTAL LIABILITIES		10,508,932			12,687,425
COMMITMENTS AND CONTINGENCIES
Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,916,500 shares undesignated as of March 31, 2023 and December 31, 2022, respectively
Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		—			—
Series B shares: 10,000 shares designated; 0 and 2,548 Series B shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		—			—
Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		—			—
Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, net of issuance cost		—			—
Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, net of issuance cost		—			—
SHAREHOLDERS’ EQUITY
Series X Super Voting Preferred Stock, $0.0001 par value, 3,500 shares designated; 3,500 and 3,500 Series X shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		—			—
Common shares; $0.0001 par value, 95,000,000 shares authorized; 28,171,523 and 27,082,849 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		2,817			2,708
Additional paid-in capital		103,313,844			101,427,160
Less: Common shares held in treasury, at cost; 511,760 and 0 shares at March 31, 2023 and December 31, 2022		(541,988	)		—
Accumulated other comprehensive gain (loss)		(325,690	)		56,527
Accumulated deficit		(86,433,490	)		(81,138,563	)
Total equity attributable to Society Pass Incorporated		16,015,493			20,347,832
Non-controlling interest		(450,000	)		(336,515	)
TOTAL EQUITY		15,565,493			20,011,317
TOTAL LIABILITIES AND EQUITY	$	26,074,425		$	32,698,742

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

OTHER COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”))


	Three months ended March 31,
	2023			2022
Revenue, net
Sales – online ordering	$	257,602		$	434,141
Sales – digital marketing		1,283,774			—
Sales – online ticketing and reservation		486,707			—
Sales – data		14,302			—
Software sales		195			10,949
Hardware sales		—			—
Total revenue		2,042,580			445,090

Cost of sales:
Cost of online ordering		(235,246	)		(395,890	)
Cost of digital marketing		(964,161	)		—
Cost of online ticketing and reservation		(76,477	)		—
Cost of data		(18,646	)		—
Software sales		(61,813	)		(63,993	)
Hardware sales		—			—
Total cost of revenue		(1,356,343	)		(459,883	)
Gross income (loss)		686,237			(14,793	)

Operating expenses:
Sales and marketing expenses		(130,664	)		(196,102	)
Software development costs		(13,919	)		(19,548	)
Impairment loss		—			(528,583	)
General and administrative expenses		(5,991,886	)		(5,840,698	)
Total operating expenses		(6,136,469	)		(6,584,931	)

Loss from operations		(5,450,232	)		(6,599,724	)
Other income (expense):
JV income		3,148			—
Gain on early lease termination		1,064			—
Interest income		39,986			45
Interest expense		(352	)		(4,045	)
Warrant modification expense		—			—
Other income		16,787			13,621
Total other income (expense)		60,633			9,621
Loss before income taxes		(5,389,599	)		(6,590,103	)
Income taxes		(614	)		(1,302	)
NET LOSS		(5,390,213	)		(6,591,405	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(95,286	)		(43,027	)
NET LOSS ATTRIBUTABLE TO NON-SOCIETY PASS INCORPORATED	$	(5,294,927	)	$	(6,548,378	)
Other comprehensive income (loss):
Net loss		(5,390,213	)		(6,591,405	)
Foreign currency translation adjustment		(400,416	)		(42,161	)
COMPREHENSIVE LOSS	$	(5,790,629	)	$	(6,633,566	)
Net loss attributable to non-controlling interest		(95,286	)		(43,027	)
Foreign currency translation adjustment attributable to non-controlling interest		(18,199	)		(3,015	)
Comprehensive loss attributable to Society Pass Incorporated	$	(5,677,144	)	$	(6,587,524	)
Net loss per share attributable to Society Pass Incorporated :
– Basic	$	(0.20	)	$	(0.30	)
– Diluted	$	(0.20	)	$	(0.30	)
Weighted average common shares outstanding
– Basic		27,082,849			21,892,111
– Diluted		27,082,849			21,892,111

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”))


	Preferred Stock			Common Stock			Treasury Stock
	Number of Shares		Amount	Number of Shares		Amount	Number of Shares		Amount			Additional Paid in Capital		Accumulated other comprehensive income			Accumulated deficits			Non-controlling interest			Total Stockholders' Deficit
Balances at January 1, 2023	3,500	$	—	27,082,849	$	2,708	—	$	—		$	101,427,160	$	56,527		$	(81,138,563		$	(336,515	)	$	20,011,317
Shares issued for services	—		—	196,078		20	—		—			459,989		—			—			—			460,000
Shares issued for accrued salaries	—		—	109,156		211	—		—			113,489		—			—			—			200,000
Share issued upon the exercise options	—		—	783,440		78	—		—			1,226,715		—			—			—			1,226,793
Share repurchase during the period	—		—	—		—	511,760		(541,988	)		—		—			—			—			(541,988	)
Foreign currency translation adjustment	—		—	—		—	—		—			—		(382,217	)		—			(18,199	)		(400,416	)
Net loss for the year	—		—	—		—	—		—			—		—			(5,294,927	)		(95,286	)		(5,390,213	)
Balances at March 31, 2023	3,500	$	—	28,171,523	$	2,817	511,760	$	(541,988	)	$	103,313,844	$	(325,690	)	$	(86,433,490	)	$	(450,000	)	$	15,565,493

See accompanying notes to unaudited condensed consolidated financial statements.

Three Months ended March 31, 2022

	Preferred Stock				Common stock
	Number of share		Amount		Number of shares		Amount						Additional paid-in		Accumulated other comprehensive (loss) income			Accumulated			Non-controlling			Total equity
													capital					deficits			interests
Balance as of January 1, 2022		3,500	$	—		19,732,406	$	1,973		—	—	$	79,833,290	$	(54,340	)	$	(47,352,456	)	$	(102,784	)	$	3,23,25,683
Imputed interest		—		—		—		—					—		—			—			—			—
Shares issued for services		—		—		1,16,000		11			—		16,32,162		—			—			—			16,32,173
Shares issued for accrued salaries		—		—		25,444		3					86,466		—			—			—			86,469
Sale of units in public offering (net of expense)		—		—		34,84,845		348					1,04,02,543		—			—			—			1,04,02,891
Shares issued to acquire subsidiary		—		—		2,26,629		23					7,99,977		—			—			—			8,00,000
Share issued upon the exercise of warrant		—		—		1,60,000		16					3,56,984		—			—			—			3,57,000
Share issued for accrued services		—		—		13,273		1					1,19,456		—			—			—			1,19,457
Fair value of stock option granted for director’s bonus		—		—		—		—					3,03,990		—			—			—			3,03,990
Shares issued to acquire non-controlling interest		—		—		2,497		—					22,470											22,470
Foreign currency translation adjustment		—		—		—		—					—		(42,161	)		—			(3,015	)		(45,176	)
Net loss for the period		—		—		—		—	—				—		—			(6,548,378	)		(43,027	)		(6,591,405	)
Balance as of March 31, 2022		3,500	$	—		2,37,61,094	$	2,375		—	—	$	9,35,57,338	$	(96,501	)	$	(53,900,834	)	$	(148,826	)	$	3,94,13,552

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”))


	Three Months ended March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(5,390,213	)	$	(6,591,405	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		863,917			806,622
Gain from early lease termination		(1,064	)		—
Impairment loss		—			528,583
Financing charges – first insurance funding		—			4,045
Stock based compensation for services		1,886,793			1,856,073
Shares issued to acquire non-controlling interest		—			22,470
Change in operating assets and liabilities:
Accounts receivable		93,216			9,743
Inventories		81,922			(46,341	)
Deposits, prepayments and other receivables		768,803			1,163,776
Contract assets		15,239			—
Contract liabilities		(140,365	)		(6,585	)
Accounts payables		166,895			(60,134	)
Accrued liabilities and other payables		(2,376,133	)		250,988
Advances to related parties		(65	)		(499,352	)
Right of use assets		134,455			62,065
Operating lease liabilities		(118,601	)		(61,465	)
Net cash used in operating activities		(4,015,201	)		(2,560,917	)

Cash flows from investing activities:
Purchase of investment assets					—
Purchase of property, plant, and equipment		(190,061	)		(30,579	)
Purchase of subsidiary		—			(200,000	)
Cash from purchase of subsidiary and business operation		—			5,445
Net cash used in investing activities		(190,061	)		(225,134	)

Cash flows from financing activities:
Repurchase of common share		(541,988	)		—
Proceed from the issuance of preferred stock and exercise of warrants into preferred stock		—			357,000
Proceeds from public offering, net of offering expenses		—			10,402,891
Repayment of loan		—			(227,215	)
Net cash (used in) provided by financing activities		(541,988	)		10,532,676
Effect on exchange rate change on cash and cash equivalents		(428,145	)		(43,841	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(5,175,395	)		7,702,784
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD		19,003,336			23,264,777
CASH AND CASH EQUIVALENT AT END OF PERIOD	$	13,827,941		$	30,967,561
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income tax	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued to acquire subsidiary	$	—		$	800,000
Shares issued to acquire business operation	$	—		$	—
Shares issued for accrued services	$	—		$	119,457
Impact of adoption of ASC 842 - lease obligation and ROU asset	$	—		$	243,186
Common stock issued for accrued salaries	$	—		$	166,559

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”))

NOTE－ 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Society Pass Incorporated (the "Company") was incorporated in the State of Nevada on June 22, 2018, under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of "Leflair." The Company has made a number of acquisitions in calendar year 2022, as follows:

•

In February 2022, the Company completed the acquisition of 100% of the equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited through its subsidiary – Push Delivery Pte Limited, which two companies mainly provide an on-line grocery and food delivery platform in the Philippines and Vietnam respectively.

•

In May 2022, the Company completed another acquisition of 100% of the equity interests of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd (collectively, "Gorilla Networks"), a food delivery service.

•

On July 7, 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired 100% of the equity interests of Thoughtful Media Group Incorporated and AdActive Media, Inc. (collectively "Thoughtful Media"), whose business provides services to advertisers that helps to make internet advertising more effective.

•

On July 21, 2022, the Company acquired 100% of the equity interests of Mangan PH Food Delivery Service Corp. ("Mangan), a Philippines restaurant and grocery delivery business.

•

On August 15, 2022, the Company and its 95%-owned subsidiary SOPA Technology, Pte, Ltd., collectively acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. ("Nusatrip") and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri ("Tunas"), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services.

On February 10, 2021, the Company effected a 750 for 1 forward stock split of the issued and outstanding shares of the Company's common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the forward stock split.

On September 21, 2021, the Company effected a 1 for 2.5 reverse stock split of the issued and outstanding shares of the Company's common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.

The forward stock split and reverse stock split transactions described above had no effect on the stated value of the preferred stock and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock also remained unchanged.

The registration statement for the Company's Initial Public Offering became effective on November 8, 2021. On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (the "Underwriter") related to the offering of 2,888,889 shares of the Company's common stock (the "Firm Shares"), at a public offering price of $9.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the "Option Shares") to cover over-allotments. The Company raised gross proceeds of $26,000,001 and $2,124,999 from its initial public offering and from the sale of the Option Shares, respectively.

On February 8, 2022, the Company entered into an underwriting agreement (the "Underwriting Agreement") with the "Underwriter, related to the offering of 3,030,300 shares (the "Shares") of the Company's common stock and warrants to purchase up to 3,030,300 shares of common stock of the Company (the "Warrants"). Each Share was sold together with one Warrant to purchase one Share at a combined offering price of $3.30. In addition, the Company granted the Underwriter a 45-day over-allotment option to purchase up to an additional 454,545 Shares and/or Warrants, at the public offering price, less discounts and commissions. On February 10, 2022, the Underwriter gave notice to the Company of the full exercise of their over-allotment option and that delivery of the overallotment securities was made on February 11, 2022.

Description of subsidiaries incorporated by the Company

Schedule of Description of subsidiaries


Name	Place and date of incorporation	Principal activities	Particulars of registered/ paid up share capital	Effective interest held
Society Technology LLC	United States, January 24, 2019	IP Licensing	US$1		100	%
SOPA Cognitive Analytics Private Limited	India February 5, 2019	Computer sciences consultancy and data analytics	INR 1,238,470		100	%
SOPA Technology Pte. Ltd.	Singapore, June 4, 2019	Investment holding	SGD 1,250,000		95	%
SOPA Technology Company Limited	Vietnam October 1, 2019	Software production	Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911		100	%
Hottab Pte Ltd. (HPL)	Singapore January 17, 2015	Software development and marketing for the F&B industry	SGD 620,287.75		100	%
Hottab Vietnam Co. Ltd	Vietnam April 17, 2015	Sale of POS hardware and software	VND 1,000,000,000		100	%
Hottab Asset Company Limited	Vietnam July 25, 2019	Sale of POS hardware and software	VND 5,000,000,000		100	%
Leflair Incorporated	United States December 7, 2021	Investment holding	US$1		100	%
SOPA Capital Limited	United Kingdom December 07, 2021	Investment holding	GBP 1		100	%
SOPA (Phil) Incorporated	Philippines Jan 11, 2022	Investment holding	PHP 11,000,000		100	%
New Retail Experience Incorporated	Philippines Jan 16, 2020	On-line Grocery delivery platform	PHP 3,750,000		100	%
Dream Space Trading Co Ltd	Vietnam May 23, 2018	On-line Grocery and food delivery platform	VND 500,000,000		100	%
Push Delivery Pte Ltd	Singapore January 7, 2022	Investment holding	US$2,000		100	%
Gorilla Networks Pte. Ltd.	Singapore September 3, 2019	Investment holding	US$2,620,000 and SGD 730,000		100	%
Gorilla Connect Pte. Ltd.	Singapore May 18, 2022	Telecommunications resellers	SGD 100		100	%
Gorilla Mobile Singapore Pte. Ltd.	Singapore August 6, 2020	Telecommunications resellers	SGD 100		100	%
Gorilla Networks (VN) LLC	Vietnam December 16, 2020	Telecommunications resellers	VND 233,000,000		100	%
Thoughtful Media Group Incorporated	United States June 28, 2022	Investment holding	US$10		100	%
Thoughtful (Thailand) Co. Ltd	Thailand September 2, 2014	Digital marketing	THB 2,000,000		99.75	%
AdActive Media CA Inc.	United States April 12, 2010	Digital marketing	Preferred: US$1,929.1938 Common: US$4,032.7871		100	%
PT Tunas Sukses Mandiri	Indonesia February 8, 2010	Online ticketing and reservation	IDR 26,000,000		99	%
Nusatrip Malaysia Sdn Bhd	Malaysia March 1, 2017	Online ticketing and reservation	MYR 52,000		99	%
Nusatrip Singapore Pte Ltd	Singapore December 6, 2016	Online ticketing and reservation	SGD 212,206		99	%
Nusatrip International Pte Ltd	Singapore January 9, 2015	Online ticketing and reservation	SGD 905,006.51		99	%

On February 23, 2023, Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 number of ordinary stock and increased its shareholding from 75% to 99%, and to the subsidiaries within the group.

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

NOTE－ 2 LIQUIDITY AND CAPITAL RESOURCES

The accompanying audited consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of March 31, 2023, the Company had cash balances of $13,827,941, a working capital surplus of $7,511,721 and accumulated deficit $86,433,490. For the three months ended March 31, 2023, the Company had a net loss of $5,390,213 and net cash used in operating activities of $4,015,201. Net cash used in investing activities was $190,061. Net cash used in financing activities was $541,988, resulting principally from share repurchase.

While the Company believes that it will be able to continue to grow the Company's revenue base and control expenditures, there is no assurance that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company's business development activities, general and administrative expenses and growth strategy.

Impact of COVID-19 and other Global Events

The spread of COVID-19 and the developments surrounding the global pandemic have had and may continue to have significantly negative impacts on all aspects of our business, including negative effects on our travel and digital media verticals . In response to the pandemic, many governments around the world implemented a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.

We cannot predict the extent to which any lingering effects of the COVID-19 pandemic may affect our future business or operating results, which is highly dependent on inherently uncertain future developments, including the severity of outbreaks of COVID-19, the effects of new variants, the actions taken by governments and private businesses in relation to COVID-19 containment, the availability, deployment and efficacy of vaccines, and the transition from COVID-19 being a pandemic to an endemic illness. In geographies where we, our customers or our employees operate, health concerns and political or governmental developments in response to COVID-19 have resulted in, and could in the future result in, economic, social or labor instability or prolonged contractions in the industries in which our customers operate, slowdowns in our product development efforts, or other effects that may have a material adverse effect on our business or our results of operations and financial condition.

The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business.

NOTE－ 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

• Basis of presentation

The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders' deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2023 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2022 audited financial statements and accompanying notes filed with the SEC.

• Emerging Growth Company

We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.

• Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company's estimates, the Company's financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance.

• Basis of consolidation

The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.

• Business combination

The Company follows Accounting Standards Codification ("ASC") ASC Topic 805, Business Combinations ("ASC 805") and ASC Topic 810, Consolidation ("ASC 810"). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at "fair value." The statement applies to all business combinations. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company's results of operations.

• Noncontrolling interest

The Company accounts for noncontrolling interests in accordance with ASC Topic 810, which requires the Company to present noncontrolling interests as a separate component of total shareholders' equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.

• Segment reporting

ASC Topic 280, Segment Reporting ("Topic 280") establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in unaudited condensed consolidated financial statements. The Company currently operates in four reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale ("merchant POS").

• Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of March 31, 2023 and December 31,2022, the cash and cash equivalents excluded restricted cash amounted to $13,755,377 and $18,930,986, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $6,295,886 and $10,431,681 as of March 31, 2023 and December 31, 2022, respectively. In addition, the Company has uninsured bank deposits of $6,879,654 and $$12,032,534 with a financial institution outside the U.S as of March 31, 2023 and December 31, 2022, respectively. All uninsured bank deposits are held at high quality credit institutions.

• Restricted cash

Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of March 31, 2023 and December 31, 2022, the restricted cash amounted to $72,564 and $72,350, respectively.

• Accounts receivable

Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer's financial condition, the customer's creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer's financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both March 31, 2023 and December 31, 2022, there was no need for allowance for doubtful accounts.

• Inventories

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the three months ended March 31, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively. The inventories amounted to $229,010 and $310,932 at March 31, 2023 and December 31, 2022, respectively.

• Prepaid expenses

Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense. Since the Company has prepaid expenses categorized as both current and non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year.

• Property, plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Schedule of Expected useful life
		Expected useful lives
Computer equipment		3 years
Office equipment		5 years
Renovation		5 years

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

• Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

• Revenue recognition

The Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

•

Identify the contract with a customer;

•

Identify the performance obligations in the contract;

•

Determine the transaction price;

•

Allocate the transaction price to performance obligations in the contract; and

•

Recognize revenue as the performance obligation is satisfied.

The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our four business segments (business to consumer or "B2C"), grocery and food delivery (B2C), telecommunication reseller (B2C) and the services providing to merchants for their business growth (business to business or "B2B").

The Company's performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer.

Lifestyle

The Company has developed an online lifestyle platform (the "Lifestyle Platform") under its own brand name of "Leflair" to enable consumers to purchase high-end brands in many categories. Using the Company's smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer's home or office at the touch of a button. Consumers can place orders for delivery or can collect their purchases at the Company's logistics center.

Grocery and Food Delivery

Other online platforms include online platforms in Vietnam, under the brand name of "Handycart", and Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area.

Telecommunications

The Company operates a Singapore-based online telecommunication reseller platform under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting.

Digital Media

The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company's e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG's wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.

As a result, Thoughtful Media's content creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media's data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.

Travel

The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.

The Company's e-Commerce business is primarily conducted using Leflair's Lifestyle Platform, as follows:

1) When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $223,517 and $434,141 respectively, in the Lifestyle sector.

The Company's Merchant POS offers both software and hardware products and services to vendors, as follows:-

Software sales consist of:

1) Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program.

2) The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month.

3) The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $195 and $10,949, respectively, from software fees.

Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product.

The Company records revenues from the sales of third-party products on a "gross" basis pursuant to ASC Topic 606 when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC Topic 606 are present in the arrangement, revenue is recognized net of related direct costs since in these instances we act as an agent.

Software subscription fee — The Company's performance obligation includes providing customer access to our software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company's software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and the customer is entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with automatic one-year renewal. The subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.

The Company records its revenues, net of value added taxes ("VAT"), which is levied at the rate of 10% on the invoiced value of sales.

Grocery and food delivery consists of online grocery under brand name "Pushkart" and food delivery service under brand name "Handycart" as follows:

Customers place order for groceries and take-out food through our online platforms of "Pushkart" and "Handcart" respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $34,085 and $0, respectively, from this stream.

As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of "Gorilla," which company we acquired in May 2022. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows:

Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our "Gorilla" online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform.

Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the "Gorilla" online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $14,302 and $0, respectively, from telecommunications.

Digital marketing provides the services that affiliate with multiple YouTube channels to offer services that include audience development, content programming, creator collaborations, digital right managements, monetization, and/or sales as follows:

The Company is required to establish as Multi-Channel Network (MCN) for YouTube Creators and fulfilled the basic MCN guidelines on timely basis. The Company engages the creator in contract as a platform to nurture the creator in brainstorming creative content ideas, coaching on growing their audience size and connection with top brands.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $1,283,774 and $0, respectively, from this stream.

Online ticketing and reservation provides information, prices, availability, booking services for domestic and international air travel and hotels as follows:

The Company's revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $486,707 and $0, respectively, from this stream.

Contract assets

In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company's right to receive consideration becomes unconditional.

There were contract assets balance was $5,071 and $20,310 on March 31, 2023 and December 31, 2022, respectively.

Contract liabilities

In accordance with ASC Topic 606, a contract liability represents the Company's obligation to transfer goods or services to a customer when the customer prepays for a good or service or when the customer's consideration is due for goods and services that the Company will yet provide whichever happens earlier.

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company's contract liability balance was $1,264,725 and $1,405,090 on March 31, 2023 and December 31, 2022, respectively.

• Software development costs

In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC Topic 985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software's estimated useful life. Costs incurred to enhance the Company's software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. The Company also expenses website costs as incurred.

Research and development expenditures arising from the development of the Company's own software are charged to operations as incurred. For the three months ended March 31, 2023, and 2022, software development costs were $13,919 and $19,548, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.

• Cost of sales

Cost of sales under online ordering consist of the cost of merchandise ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.

Cost of sales related to software sales consist of the cost of software and payroll costs, which are directly attributable to the sales of software. Cost of sales related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.

Cost of sales related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery.

Cost of sales related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data.

Cost of sales under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.

• Shipping and handling costs

No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company's suppliers or distributors for our merchant POS business.

The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of sales.

• Sales and marketing

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $130,664 and $196,102 for the three months ended March 31, 2023 and 2022, respectively.

• Product warranties

The Company's provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company's suppliers, the Company has concluded that no warranty liability is required as of March 31, 2023 and December 31, 2022. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.

• Income tax

The Company adopted the ASC 740 Income Tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

• Foreign currencies translation and transactions

The reporting currency of the Company is the United States Dollar ("US$") and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s. In addition, the Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record in its local currency, Vietnam Dong ("VND"), Singapore Dollar ("SGD"), Indian Rupee ("INR"), Philippines Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and Indonesian Rupiah ("IDR"), respectively, which are the functional currencies in which the subsidiary's operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, "Translation of Financial Statement" ("ASC 830") using the applicable exchange rates on the balance sheet date. Shareholders' equity is translated using historical rates. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder's equity.

Schedule of Foreign currencies translation and transactions

Translation of amounts from SGD into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:


	March 31, 2023		March 31, 2022
Period-end SGD:US$ exchange rate	$	0.7521	$	0.73848
Period average SGD:US$ exchange rate	$	0.7500	$	0.73928

Translation of amounts from VND into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end VND:US$ exchange rate	$	0.000043	$	0.000044
Period average VND:US$ exchange rate	$	0.000042	$	0.000044

Translation of amounts from INR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end INR:US$ exchange rate	$	0.01217	$	0.01322
Period average INR:US$ exchange rate	$	0.01216	$	0.01329

Translation of amounts from PHP into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end PHP:US$ exchange rate	$	0.01841	$	N/A
Period average PHP:US$ exchange rate	$	0.01823	$	N/A

Translation of amounts from THB into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end THB:US$ exchange rate	$	0.02925	$	N/A
Period average THB:US$ exchange rate	$	0.02944	$	N/A

Translation of amounts from MYR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end MYR:US$ exchange rate	$	0.22646	$	N/A
Period average MYR:US$ exchange rate	$	0.22777	$	N/A

Translation of amounts from IDR into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end IDR:US$ exchange rate	$	0.000067	$	N/A
Period average IDR:US$ exchange rate	$	0.000066	$	N/A

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.

• Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

• Earnings per share

Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, only "in the money" dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the years.

For the three months ended March 31, 2023 and 2022, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company's net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

Schedule of computation of diluted net loss per share:


	Three months ended March 31,
	2023			2022
Net loss attributable to Society Pass Incorporated	$	(5,294,927	)	$	(6,548,378	)
Weighted average common shares outstanding – Basic and diluted		27,082,849			21,892,111
Net loss per share – Basic and diluted	$	(0.20	)	$	(0.30	)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact:

Schedule of Common stock issued:

Schedule of Common stock issued
	Three months ended March 31,
	2023		2022
Options to purchase common stock (a)		1,945,270		1,945,270
Warrants granted to underwriter		3,803,229		3,803,229
Warrants granted with Series C-1 Convertible Preferred Stock (b)		1,068,000		1,068,000
Total of common stock equivalents		6,816,499		6,816,499

(a)

The Board of Directors have approved a 10-year stock option at an exercise price of $6.49 per share that will be exercisable at any time.

(b)

The expiry date of warrants granted with Series C-1 was extended to June 30, 2022.

• Leases

The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.

As of March 31, 2023 and December 31, 2022, the Company recorded the right of use asset of $1,708,658 and $1,537,670 respectively.

• Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.

• Share-based compensation

The Company follows ASC Topic 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company's common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of March 31, 2023, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three months ended March 31, 2023 and 2022. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital.

• Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital (the accounting treatment for common stock issuance costs). All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately.

• Related parties

The Company follows ASC 850-10, Related Party Disclosures ("ASC 850") for the identification of related parties and the disclosure of related party transactions.

Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

• Commitments and contingencies

The Company follows the ASC 450, Commitments, to account for contingencies. Certain conditions may exist as of the date the unaudited condensed financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future.

• Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments.

• Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date.

All other recently issued, but not yet effective, 2023 Accounting Standards Updates are not expected to have an effect on the Company.

NOTE－ 4 REVENUE

Revenue was generated from the following activities:

Schedule of Revenue
	Three months ended March 31,
	2023		2022
Sales – online ordering	$	257,602	$	434,141
Sales – digital marketing		1,283,774		—
Sales – online ticketing and reservation		486,707		—
Sales – data		14,302		—
Software subscription sales		195		10,949
	$	2,042,580	$	445,090

Contract liabilities recognized was related to online ticketing and reservation, digital marketing, telecommunication reseller and software sales and the following is reconciliation for the periods presented:

Schedule of Contract liabilities:

Schedule of Contract liabilities
	March 31, 2023			December 31, 2022
Contract liabilities, brought forward	$	1,405,090		$	25,229
Add: recognized as deferred revenue		1,264,725			1,405,090
Less: recognized as revenue		(1,405,090	)		(25,229	)
Contract liabilities, carried forward	$	1,264,725		$	1,405,090

NOTE－ 5 SEGMENT REPORTING

Currently, the Company has four reportable business segments:

(i)

e-Commerce – operates an online lifestyle platform under the brand name of "Leflair" covering a diversity of services and products, such as fashion and accessories, beauty and personal care, and home and lifestyle, all managed by SOPA Technology Company Ltd,

(ii)

Merchant point of sale ("POS") – is involved in the sale of hardware and software to merchants and this segment is managed by Hottab group and SOPA entities except SOPA Technology Company Ltd,

(iii)

Online grocery and food deliveries – operate an online food delivery service under the "Handycart" brand name and an online grocery delivery under the "Pushkart" brand name, managed by Dream Space Trading Co Ltd and New Retail Experience Incorporated respectively, and

(iv)

Telecommunication reseller – provide sales of local mobile phone plans and global internet data provider plans, both services managed by the Gorilla Group.

(v)

Digital marketing operates the digital marketing business with creator and digital marketing platform

(vi)

Online ticketing and reservation - operates the sale of domestic and overseas air ticket and global hotel reservations

The Company's Chief Finance Officer (CFO) evaluates operating segments using the information provided in the following tables that presents revenues and gross profits by reportable segment, together with information on the segment tangible and intangible assets.

Schedule of Segment Reporting

Schedule of Segment Reporting
	Three months ended March 31, 2023
	Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Merchant POS			Total
Revenue from external customers
Sales – online ordering		34,085			—			—			223,517			—			—			257,602
Sales – digital marketing		—			1,283,774			—			—			—			—			1,283,774
Sales – online ticketing and reservation		—			—			486,707			—			—			—			486,707
Sales – data		—			—			—			—			14,302			—			14,302
Software sales		—			—			—			—			—			195			195
Total revenue		34,085			1,283,774			486,707			223,517			14,302			195			2,042,580
Cost of sales:
Cost of online ordering		(33,266	)		—			—			(201,980	)		—			—			(235,246	)
Cost of digital marketing		—			(964,161	)		—			—			—			—			(964,161	)
Cost of online platform		—			—			(76,477	)		—			—			—			(76,477	)
Cost of data		—			—			—			—			(18,646	)		—			(18,646	)
Software cost		—			—			—			(60,548	)		—			(1,265	)		(61,813	)
Total cost of revenue		(33,266	)		(964,161	)		(76,477	)		(262,528	)		(18,646	)		(1,265	)		(1,356,343	)
Gross income (loss)		819			319,613			410,230			(39,011	)		(4,344	)		(1,070	)		686,237
Operating Expenses
Sales and marketing expenses		(1,709	)		(7,994	)		(75,928	)		(44,981	)		(52	)		—			(130,664	)
Software development costs		—			—			—			—			—			(13,919	)		(13,919	)
Impairment loss		—			—			—			—			—			—			—
Depreciation		(4,568	)		(1,257	)		(28,340	)		(7,750	)		—			(22,002	)		(63,917	)
Amortization		—			—			—			—			—			(800,000	)		(800,000	)
General and administrative expenses, net of depreciation and amortisation		(103,279	)		(233,481	)		(532,856	)		(230,332	)		(43,820	)		(3,984,201	)		(5,127,969	)
Total operating expenses		(109,556	)		(242,732	)		(637,124	)		(283,063	)		(43,872	)		(4,820,122	)		(6,136,469	)
Loss from operations		(108,737	)		76,881			(226,894	)		(322,074	)		(48,216	)		(4,821,192	)		(5,450,232	)
Other income (expense)
Gain from early lease termination		—			1,064			—			—			—			—			1,064
Interest income		4			—			824			523			—			38,635			39,986
Interest expense		(27	)		—			—			—			(325	)		—			(352	)
JV income		3,148			—			—			—			—			—			3,148
Warrant modification expense		—			—			—			—			—			—			—
Other income		39			31			934			436			12,471			2,876			16,787
Total other income (expense)		3,164			1,095			1,758			959			12,146			41,511			60,633
Loss before income taxes		(105,573	)		77,976			(225,136	)		(321,115	)		(36,070	)		(4,779,681	)		(5,389,599	)


	Three months ended March 31, 2022
	Online F&B and Groceries Deliveries		Digital Marketing		Online Ticketing and reservation		e-Commerce			Telecommunication Reseller		Merchant POS			Total
Revenue from external customers
Sales – online ordering		—		—		—		426,099			—		—			426,099
Sales – digital marketing		—		—		—		—			—		—			—
Sales – online platform		—		—		—		8,042			—		—			8,042
Sales – data		—		—		—		—			—		—			—
Software sales		—		—		—		—			—		10,949			10,949
Hardware sales		—		—		—		—			—		—			—
Total revenue		—		—		—		434,141			—		10,949			445,090
Cost of sales:
Cost of online ordering		—		—		—		(393,253	)		—		—			(393,253	)
Cost of online platform		—		—		—		(2,637	)		—		—			(2,637	)
Cost of data		—		—		—		—			—		—			—
Software sales		—		—		—		(57,705	)		—		(6,288	)		(63,993	)
Hardware sales		—		—		—		—			—		—			—
Total cost of revenue		—		—		—		(453,595	)		—		(6,288	)		(459,883	)
Gross income (loss)		—		—		—		(19,454	)		—		4,661			(14,793	)
Operating Expenses
Sales and marketing expenses		—		—		—		(196,102	)		—					(196,102	)
Software development costs		—		—		—		—			—		(19,548	)		(19,548	)
Impairment loss		—		—		—		—			—		(528,583	)		(528,583	)
Depreciation		—		—		—		(5	)		—		(6,617	)		(6,622	)
Amortization		—		—		—		—			—		(800,000	)		(800,000	)
General and administrative expenses, net of depreciation and amortisation		—		—		—		(171,055	)		—		(4,863,021	)		(5,034,076	)
Total operating expenses		—		—		—		(367,162	)		—		(6,217,769	)		(6,584,931	)
Loss from operations		—		—		—		(386,616	)		—		(6,213,108	)		(6,599,724	)
Other income (expense)
Gain from early lease termination		—		—		—		—			—		—			—
Interest income		—		—		—		40			—		5			45
Interest expense		—		—		—		—			—		(4,045	)		(4,045	)
Loss on settlement of litigation		—		—		—		—			—		—			—
Warrant modification expense		—		—		—		—			—		—			—
Other income		—		—		—		699			—		12,922			13,621
Total other income (expense)		—		—		—		739			—		8,882			9,621
Loss before income taxes		—		—		—		(385,877	)		—		(6,204,226	)		(6,590,103	)

	March 31, 2023
	Online F&B and Groceries Deliveries		Digital Marketing		Online Ticketing and reservation		e-Commerce		Telecommunication Reseller		Merchant POS		Total
Intangible assets, net		388,166		—		87,467		—		1,086,290		5,114,142		6,676,065
Identifiable assets		325,487		1,369,933		3,569,708		2,078,814		78,429		11,975,989		19,398,360

			December 31 31, 2022
	Online F&B and Groceries Deliveries		Digital Marketing		Online Ticketing and reservation		e-Commerce		Telecommunication Reseller		Merchant POS		Total
Intangible assets, net		378,170		—		89,808		—		948,457		6,041,654		7,458,089
Identifiable assets		345,017		1,507,771		3,190,380		2,164,3886		81,924		17,951,175		25,240,653

The below sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables:

Schedule of geographic segments

Schedule of geographic segments
	Three Months Ended March 31,
	2023		2022
Indonesia	$	260,859	$	10,249
Vietnam		277,737		427,643
Philippines		31,671		7,198
Singapore		238,641		—
United States		1,057,665		—
Thailand		174,415		—
Malaysia		1,592		—
	$	2,042,580	$	445,090

NOTE－ 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES


	March 31, 2023 (Unaudited)		December 31, 2022
Deposits	$	1,059,643	$	921,429
Prepayments		419,880		573,513
Prepayments for consultancy fee (a)		—		858,665
Value added tax		165,508		140,053
Interest receivable		17,548		12,763
Other receivables		279,660		204,619
Total	$	1,942,239	$	2,711,042

(a)

On December 6, 2021, the Company entered into two consulting agreements with China-America Culture Media Inc. and New Continental Technology Inc., acting as consultant to assist the Company in completing certain Business Opportunities with potential partners until February 28, 2023. The considerations of the services are $3,250,000 and $3,190,000. The Company's due to China-America Culture Media Inc. balance was $0 and $433,332 as of March 31, 2023 and December 31, 2022, respectively. The Company's due to New Continental Technology Inc., balance was $0 and $425,333 as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023 and 2022, the Company recognized the amortization of prepaid consulting expense of $858,665 and $1,288,000, respectively, using the straight-line method, over a term of 15 months.

NOTE－ 7 INVENTORIES

Schedule of inventories
	March 31,
	2023		2022
Finished goods	$	229,010	$	310,932
Less:
Reserve for excess and obsolete inventory		—		—
Total Inventories	$	229,010	$	310,932

All finished goods inventories were related to e-commerce business and was held by the third party logistic. The cost of sales totaled $235,246 and $395,890 incurred during the three months ended March 31, 2023 and 2022, respectively. The inventories were amounted to $229,010 and $310,932 at March 31, 2023 and December 31, 2022, respectively.

NOTE－8 INTANGIBLE ASSETS

As of March 31, 2023 and December 31, 2022, intangible assets consisted of the following:

Schedule of intangible assets
	Useful life	March 31, 2023			December 31, 2022
At cost:
Software platform	2.5 years	$	8,000,000		$	8,000,000
Apps development			958,778			948,457
Computer software			614,399			586,888
Software system			388,166			378,170
Intellectual technology			276,000			276,000
Identifiable intangible asset			4,965,654			4,965,654
Other intangible assets	3 – 5 years		1,725			1,725
			15,204,722			15,156,894
Less: accumulated depreciation			(8,528,657	)		(7,698,805	)
		$	6,676,065		$	7,458,089

November 1 2018, the Company entered into a software development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build an App and Web-based platform for the total consideration of $8,000,000. CVO who is a third party vendor in the business of designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms in Asia. The CVO developer performed and accepted technical work, of software development phase, which was materially completed by December 23, 2018. The Company obtained a third party license (Wallet Factory International Ltd) for their technology build up by CVO.

The delivered platform was further developed by the Company's in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be downloaded from Apple store or Googleplay store (i.e. SoPa App) and the Company's web version is on www.sopa.asia. The platform was completed developed on September 30, 2020 and has estimated life of 2.5 years. The platform started to be amortized from October 1, 2020.

Further, the Company entered into a subscription agreement with CVO to issue 8,000 shares of preferred stock for the software development, equal to the aggregate of $8,000,000 or at the stated value of $1,000 per share.

Pursuant to the subscription agreement entered into with CVO, the Company issued 8,000 shares of Series A convertible preferred stock for the purchase of software development at the stated value of $1,000 per share, totaling $8,000,000. CVO performed and accepted the technical work such as designing, developing, operating computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms. The holder of this series A provided their consent to waive the warrant provision available with them and accordingly the preferred series A accounted in 2018.

Also, the owner of CVO entered into a call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $10 per share, as of date, these options were exercised by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are currently in litigation (refer Note 23). As a result of this option exercise, there were no accounting effect on the Company's financial statement during the year ended December 31, 2022.

Amortization of intangible assets attributable to future periods is as follows:


Year ending December 31 2022:		Amount
2023	$	—

Amortization of intangible assets was $800,000 and $800,000 for the three months ended March 31, 2023 and 2022, respectively.

Apps development costs for the development stage of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller segment business amounted to $958,778 (2022: $948,457) and pertains to capitalization of the Information Technology consultancy and services incurred in the development process. No amortization was recognized as the project is still ongoing as of March 31, 2023.

Software system is the existing apps development cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated. This will be concluded upon finalization of Purchase Price Allocation.

Intellectual technology is the identified technology value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation.

Identifiable intangible asset is the potential intangible assets as stakeholder values estimated based on acquisition exercise of Nusatrip Group. This will be concluded upon finalization of Purchase Price Allocation.

NOTE－ 9 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:


	March 31, 2023			December 31, 2022
At cost:
Computer	$	508,335		$	600,629
Office equipment		70,616			54,683
Furniture and fixtures		11,525			10,702
Renovation		587,638			322,399
		1,178,114			988,413
Less: accumulated depreciation		(350,782	)		(282,015	)
Less: exchange difference		—			—
		827,332			706,038

Depreciation expense for the three months ended March 31, 2023 and 2022 were $63,917 and $6,622, respectively.

NOTE－ 10 AMOUNTS DUE TO RELATED PARTIES

Amounts due to related parties consisted of the following:


	March 31, 2023		December 31, 2022
Amounts due to related parties (a)	$	22,246	$	22,311

(a)

The amounts represented temporary advances to the Company including related parties (two officers), which were unsecured, interest-free and had no fixed terms of repayments. On September 30, 2021, the Company received the notifications that the outstanding amounts of $72,176 were forgiven by the related parties, the said amount was written off and accounted as capital transaction and therefore credited the additional paid in capital account as of December 31, 2021. The Company's due to related parties balance was $22,246 and $22,311 as of March 31, 2023 and December 31, 2022, respectively.

NOTE－11 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND OTHER PAYABLES

Accounts payable consisted of the following:

Schedule of Accounts payable
	March 31, 2023		December 31, 2022
Accounts payable	$	1,463,466	$	1,296,571
Accrued liabilities and other payables- Related Party (a)		3,440		43,360
Accrued liabilities and other payables (b)		5,945,652		8,281,865
Other Accounts payable		5,949,092		8,325,225
Total Accounts payable	$	7,412,558	$	9,621,796

Accounts payable includes significant third parties balance of $532,752 acquired from Gorilla business through business combination on May 31, 2022.

(a)

The amount represented due to one related party in respect to unpaid salaries and amounted to $3,440 and $3,360 as of March 31, 2023 and December 31, 2022, respectively.

(b)

Accrued liabilities and other payables consisted of the following:

Schedule of Accrued liabilities
	March 31, 2023		December 31, 2022
Accrued payroll	$	105,235	$	1,023,549
Accrued VAT expenses		35,527		6,801
Accrued taxes		1,142,205		1,653,284
Customer deposit		901,880		1,155,695
Customer refund		854,421		1,146,409
Other payables (c)		1,053,494		994,213
Other accrual (d)		1,852,890		2,301,914
Total Accrued liabilities	$	5,945,652	$	8,281,865

(c)

Included in these balances on both March 31, 2023 and December 31, 2022 is a $75,000 accrual related to an accrued contingency associated with a lawsuit filed against the Company. In 2023, the Company settled this lawsuit for $15,000.

(d)

The March 31, 2023 and December 31, 2022, balance includes refund provision, income tax provision and other operation accruals.

NOTE－ 12 LEASES

We adopted ASU No. 2016-02, - Leases, on January 1, 2019, the beginning of our fiscal 2019, using the modified retrospective approach. We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease's commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease's commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of March 31, 2022 and December 31, 2022.

The Company used a weighted average incremental borrowing rate of 5.82% to determine the present value of the lease payments. The weighted average remaining life of the lease was 3.50 years.

During the year ended December 31, 2022, the Company enter into new lease arrangements, and accounted as per ASC Topic 842, the ROU asset and lease obligation of $1,762,350.

The Company excluded short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense, as follows:

Schedule of Lease expenses
	Three months ended December 31,
	2023		2022
Operating lease expense (per ASC 842)	$	134,455	$	59,531
Short-term lease expense (other than ASC 842)		11,418		1,246
Total lease expense	$	145,873	$	60,777

As of March 31, 2023, right-of-use assets were $1,708,658 and lease liabilities were $1,713,759.

As of December 31, 2022, right-of-use assets were $1,537,670 and lease liabilities were $1,541,064.

Components of Lease Expense

We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.

Future Contractual Lease Payments as of March 31, 2023

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years ending March 31:


Years ended March 31,	Operating lease amount
2024	$	636,832
2025		515,592
2026		344,283
2027		257,659
2028		138,964
Total		1,893,330
Less: interest		(179,571	)
Present value of lease liabilities	$	1,713,759
Less: non-current portion		(1,158,283	)
Present value of lease liabilities – current liability	$	555,476

NOTE－ 13 LOAN

Schedule of loan
	March 31, 2023		December 31, 2022
Loan – A (i)		26,644		28,164
	$	26,644	$	28,164

On August 17, 2021, the newly acquired subsidiary, Gorilla Networks Pte. Ltd., received a loan from a bank of SGD 50,000, approximately $35,937 for a term of 60 months until August 31, 2026. The effective interest rate is 4.75%. For the three months ended March 31, 2023 and 2022, the Company recognized the interest expense of $325 and $0, respectively.

NOTE－ 14 SHAREHOLDERS’ DEFICIT

Authorized stock

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 100,000,000 shares of capital stock, consisting of 95,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share.

The holders of the Company’s common stock are entitled to the following rights:

Voting Rights: Each share of the Company’s common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors.

Dividend Right: Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.

Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s common stock are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.

Other Matters: The holders of the Company’s common stock have no subscription, redemption or conversion privileges. The Company’s common stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.

Common stock outstanding

As of March 31, 2023 and December 31, 2022, the Company had a total of 28,171,523 and 27,082,849 shares of its common stock issued and outstanding, respectively.

On February 10, 2021, the Company effected a 750 for 1 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the forward stock split.

On September 21, 2021, the Company effected a 1 for 2.5 stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in this financial statements and footnotes have been retroactively adjusted for the periods presented, unless otherwise indicated, to give effect to the reverse stock split.

The forward stock split and reverse stock split described above had no effect on the stated value of the preferred stock, and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock remained unchanged.

On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC, related to the offering of 2,888,889 shares of the Company's common stock (the "Firm Shares"), at a public offering price of $9.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the "Option Shares") to cover over-allotments. The Company's common stock was listed on the Nasdaq Capital Market on November 9, 2021 and began trading on such date. The closing (the IPO Closing.) of the offering and sale of the Firm Shares and the sale of 236,111 Option Shares occurred on November 12, 2021. Aggregate gross proceeds from the closing related to the Firm Shares and the Option Shares was $26,000,001 and $2,124,999, respectively. The Company incurred expenses of $2,677,846 in connection with the IPO.

Upon the closing of the IPO, all outstanding shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into 888,889 shares, 764,400 shares, 48,000 shares, 465,600 shares and 4,195,200 shares of the Company's common stock for the value of $8,000,000, $3,412,503, $466,720, $8,353,373 and $5,536,832, respectively.

During the three months ended March 31, 2023 and 2022, the Company issued 2,497 and 0 shares of its common stock in exchange for SOPA Technology Pte. Ltd.'s 0.08% non-controlling interest at $22,470 and valued it at par as there was no change in the control over the subsidiary.

On February 8, 2022, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC (the "Underwriter"), related to the offering of 3,484,845 shares including over-allotment (the "Shares") of the Company's common stock. Each Share was sold together with one Warrant to purchase one Share at a combined offering price of $3.30.

During the three months ended March 31, 2023, no warrants were exercised.

During the three months ended March 31, 2022 a total of 70,300 warrants were exercised in exchange for 160,000 shares of common stock for the value of $357,000.

During the three months ended March 31, 2023 and 2022, the Company issued 196,078 and 116,000 shares of common stock to consultants in exchange for consulting services value at $546,500 and $338,760, respectively.

During the three months ended March 31, 2023 and 2022, the Company issued 109,156 and 25,444 shares of common stock to six of its employees as compensation valued at $113,500 and $86,469, respectively.

During the three months ended March 31, 2022, the Company issued 13,273 shares of common stock to Brugau Pte. Ltd. and Cory Bentley to make up for shortfalls in original issuances pursuant to the terms of the agreements with Brugau Pte Ltd and Cory Bentley, valued at $119,457.

In February 2022, the Company issued 226,629 shares of common stock in exchange for 100% non-controlling interest of its subsidiary New Retail Experience Incorporated, at $3.53 per share, total amounting to $800,000 and valued it at par as there was no change in the control over the subsidiary.

Warrants

In August 2019, the Company issued 21,000 warrants to purchase 21,000 shares of its common stock to one employee as compensation for his services to the Company, at a fair value of $17,500. Each warrant is convertible into one share of common stock at an exercise price of $0.0001 per share. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 21,000 shares were fully exercised during the year ended December 31, 2020.

In December 2020, the Company issued a certain number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant allows the holder to purchase one C-1 preferred stock at a price of $420 per share. The warrants shall be exercisable on or before December 31, 2020, 2021 and 2022. During the three months ended March, 2023, no warrants was issued.

Below is a summary of the Company's issued and outstanding warrants as of Mach 31, 2023 and December 31, 2022:

Schedule of Director's stock awards
	Warrants			Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2021		148,305		$	20.57		4.88
Issued (a)		3,728,784		$	3.28		2.92
Exercised		(79,601	)	$	3.28		0.5
Expired		(3,560	)	$	420		—
Expired		—			—		—
Outstanding as of December 31, 2022		3,793,928		$	3.565		3.05
Issued		—			—		—
Exercised		—			—		—
Expired		—			—		—
Outstanding as of March 31, 2023		3,793,928		$	3.565		3.05

There is no intrinsic value for the warrants as of March 31, 2023 and December 31, 2022.

(a)	Common stock will be issued upon warrants exercise of the 3,649,484 warrants having no intrinsic value as of December 31, 2022.

On April 19, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from June 30, 2021 to December 31, 2021. Further, on November 16, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to additional paid-in capital. No additional warrants modification expense was recorded as of March 31, 2023 and December 31, 2022, respectively.

The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions

Schedule of Stock options assumptions


	Before modification			After Modification
Dividend rate		0	%		0	%
Risk-free rate		0.06	%		0.12	%
Weighted average expected life (years)		9 months			18 months
Expected volatility		25	%		25	%
Exercise price	$	1.4		$	1.4

The Company considered 25% expected volatility from inception through the date of the Company public listing of its common stock.

Director's Stock option

On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year stock option to purchase 1,945,270 shares of common stock at an exercise price of $6.49 per share that are vested and are exercisable at any time.

Schedule of Stock Option


	Share option		Weighted average exercise price		Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2020		—		—		—
Granted		1,945,270	$	6.49		10
Exercised		—		—		—
Expired		—		—		—
Outstanding as of December 31, 2021		1,945,270	$	6.49		9.25
Granted		—		—		—
Exercised		—		—		—
Expired		—		—		—
Outstanding as of December 31, 2022		1,945,270	$	6.49		9

The total fair value of options vested during the three months ended March 31, 2023 and 2022 was $0 and $303,990 respectively.

The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the three months ended March 31, 2023 and 2022:


	December 8, 2021
Dividend rate		0	%
Risk-free rate		1.52	%
Weighted average expected life (years)		10 years
Expected volatility		130	%
Share price	$	6.49

Director's stock awards

Schedule of Director's stock awards
	Stock awards			Weighted average exercise price		Weighted average remaining contractual life
Unvested as of December 31, 2021		651,960		$	7.65		1.67 years
Issued		—			—
Vested		(325,980	)		7.65		—
Cancelled		—			—		—
Unvested as of December 31, 2022		325,980		$	7.65		0.92 years
Issued		—			—		—
Vested		—			—		—
Cancelled		—			—		—
Unvested as of March 31, 2023		325,980		$	7.65		0.92 years

Below are the unvested shares vesting schedule at future years:

Schedule of Future years
Year ended December 31 2023				325,980
Total				325,980

The Company issued 814,950 shares of its common stock on September 1, 2021 ("start date") of which 651,960 shares shall be subject to vesting. The shares shall vest in accordance with the following vesting schedule: 162,990 vesting shares will vest every six-months for a two-year period from the start date, with the first vesting date being March 1, 2022. For the three months ended March 31, 2023 and 2022, the Company recognized the amortization of stock compensation expense of $346,500 and $1,168,614, respectively. The remaining unamortized vesting expenses in 0.67 years which estimated with a cost of $346,500.

NOTE－ 15 PREFERRED STOCKS AND WARRANTS

As of March 31, 2023 and December 31, 2022, the Company’s preferred stocks have been designated as follow:

Schedule of Preferred stocks
	No. of shares		Stated Value
Series A Convertible Preferred Stock		10,000	$1,000
Series B Convertible Preferred Stock		10,000	$1,336
Series B-1 Convertible Preferred Stock		15,000	$2,917
Series C Convertible Preferred Stock		15,000	$5,763
Series C-1 Convertible Preferred Stock		30,000	$420
Series X Super Voting Preferred Stock		3,500	$0.0001

All of the Series A, B, B-1, C, and C-1 Preferred Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option, are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation preference, under U.S GAAP, the Company has classified the all these Series of Preferred Shares within mezzanine equity in the consolidated balance sheet.

Series X Super Voting Preferred Stock was issued a par value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference, under U.S GAAP, the Company has classified this Series of Preferred Shares within permanent equity in the consolidated balance sheet.

Voting Rights: (1) The affirmative vote of at least a majority of the holders of each series of preferred stock shall be necessary to:

(a)

increase or decrease the par value of the shares of the Series A Preferred Stock, alter or change the powers, preferences or rights of the shares of Series A Preferred Stock or create, alter or change the powers, preferences or rights of any other capital stock of the Company if after such alteration or change such capital stock would be senior to or pari passu with Series A Preferred Stock; and

(a)

adversely affect the shares of Series A Preferred Stock, including in connection with a merger, recapitalization, reorganization or otherwise.

(2) The affirmative vote of at least a majority of the holders of the shares of the Series A Preferred Stock shall be necessary to:

(a)

enter into a transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Corporation, or voluntarily liquidate or dissolve;

(b)

authorize a merger, acquisition or sale of substantially all of the assets of the Company or any of its subsidiaries (other than a merger exclusively to effect a change of domicile of the Company to another state of the United States);

(c)

increase or decrease (other than decreases resulting from conversion of the Series A Preferred Stock) the authorized number of shares of the Company’s preferred stock or any series thereof, the number of shares of the Company’s common stock or any series thereof or the number of shares of any other class or series of capital stock of the Company; and

(d)

any repurchase or redemption of capital stock of the Company except any repurchase or redemption at cost upon the termination of services of a service provider to the Company or the exercise by the Company of contractual rights of first refusal as applied to such capital stock.

Dividend Rights: The holders of the Company’s preferred stock are not entitled to any dividend rights.

Conversion Rights (Series A Preferred Stock): Upon the consummation of this offering, the issued and outstanding shares of Series A Preferred Stock automatically convert into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) the aggregate Stated Value of the issued and outstanding Series A Preferred Stock plus any other amounts due to the holders thereof divided by (y) the offering price of the Company’s common stock. If 90 days after conversion, the closing market price of the Company’s common stock as quoted on Nasdaq (the “Market Value”) has decreased below the initial public offering price, each holder of the Series A Preferred Stock shall be issued a warrant to purchase a number of shares of the Company’s common stock equal to 40% of the quotient of the (a) aggregate Stated Value held by such holder before conversion at the initial public offering price and the Market Value of the shares of common stock that were issuable upon conversion divided by (b) the Market Value. The warrants shall have a term of five years and shall be exercisable at the Market Value.

Conversion Rights (Preferred Stock other than Series A and Series X Super Voting Preferred Stock): Upon the consummation of this offering, each issued and outstanding share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock will automatically convert into 750 shares of the Company’s common stock. Series X Super Voting Preferred stock shall not have any rights to convert into the Company’s common stock.

Liquidation Rights: In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a "Liquidation Event"), the holders of each series of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Company’s common stock by reason of their ownership thereof, an amount per share in cash equal to the greater of (x) the aggregate Stated Value for all shares of such series of Preferred Stock then held by then or (y) the amount payable per share of the Company’s common stock which such holder of preferred stock would have received if such holder had converted to common stock immediately prior to the Liquidation Event all of such series of preferred stock then held by such holder (the "Series Stock Liquidation Preference"). If, upon the occurrence of a Liquidation Event, the funds thus distributed among the holders of the preferred stock shall be insufficient to permit the payment to the holders of the preferred stock the full Series Stock Liquidation Preference for all series, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the preferred stock in proportion to the aggregate Series Liquidation Preferences that would otherwise be payable to each of the holders of preferred stock. Such payment shall constitute payment in full to the holders of the preferred stock upon the Liquidation Event. After such payment shall have been made in full, or funds necessary for such payment shall have been set aside by the Company in trust for the account of the holders of preferred stock, so as to be immediately available for such payment, such holders of preferred stock shall be entitled to no further participation in the distribution of the assets of the Company. The sale of all or substantially all of the assets of the Company, or merger, tender offer or other business combination to which the Company is a party in which the voting stockholders of the Company prior to such transaction do not own a majority of the voting securities of the resulting entity or by which any person or group acquires beneficial ownership of 50% or more of the voting securities of the Company or resulting entity shall be deemed to be a Liquidation Event.

Other Matters: The holders of the Company’s preferred stock have no subscription or redemption privileges and are not subject to redemption. The Company’s Series Preferred Stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s preferred stock are fully paid and non-assessable.

Series A Preferred Shares

No Series A Preferred Stocks were issued during the three months ended March 31, 2023 and 2022.

Upon the IPO Closing, all outstanding shares of Series A Preferred Stocks were automatically converted into 888,889 shares of the Company's common stock valued at $8,000,000, equal to approximately $9 per share.

As of March 31, 2023 and December 31, 2022, there were no shares of Series A Preferred Stocks issued and outstanding, respectively.

Series B Preferred Stocks

No Series B Preferred Stocks were issued during the three months ended March 31, 2023 and 2022.

Upon the IPO Closing, all outstanding shares of Series B Preferred Stock were automatically converted into 764,400 shares of the Company's common stock valued at $3,412,503, equal to approximately $4.46 per share.

As of March 31, 2023 and December 31, 2022, there were no shares of Series B Preferred Stocks issued and outstanding, respectively.

Series B-1 Preferred Shares

There was no Series B-1 Preferred Stocks issued during the three months ended March 31, 2023 and 2022.

During the year ended December 31, 2020, the Company issued 40 shares of its Series B-1 Preferred Stocks for the consulting services rendered valued at $116,680, equal to approximately $2,917 per share.

Upon the IPO Closing, all outstanding shares of Series B-1 Preferred Stocks were automatically converted into 48,000 shares of the Company's common stock valued at $466,720, equal to approximately $9.72 per share.

As of March 31, 2023 and December 31, 2022 , there were no shares of Series B-1 Preferred Stocks issued and outstanding, respectively.

Series C Preferred Shares

No Series C Preferred Stocks were issued during the three months ended March 31, 2023 and 2022.

Upon the IPO Closing, all outstanding shares of Series C Preferred Stocks were automatically converted into 465,600 shares of the Company's common stock valued at $8,353,373, equal to approximately $17.9 per share.

As of March 31, 2023 and December 31, 2022, there were no shares of Series C Preferred Stocks issued and outstanding, respectively.

Series C-1 Preferred Shares

The Company accounts for warrants issued in accordance with the guidance on "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" in Topic 480. These warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and classified the Series C-1 Preferred Stocks within mezzanine equity in the consolidated balance sheet.

Upon the IPO Closing, all outstanding shares of Series C-1 Preferred Stocks were automatically converted into 4,195,200 shares of the Company's common stock valued at $5,536,832, equal to approximately $1.21 per share.

As of March 31, 2023 and December 31, 2022, there were no shares of Series C-1 Preferred Stocks issued and outstanding, respectively.

Series X Super Voting Preferred Shares

In August 2021, the Company created a new series of preferred stock titled "Series X Super Voting Preferred Stock", at par value, consisting of 2,000 shares. The Series X Super Voting Preferred Stock carries certain rights and privileges including but not limited to the right to 4,000 votes per share) to vote on all matters that may come before the stockholders of the Corporation, voting together with the common stock as a single class on all matters to be voted or consented upon by the stockholders but is not entitled to any dividends, liquidation preference or conversion or redemption rights. The Series X Super Voting Preferred Stock is accounted for as an equity classification.

As of March 31, 2023 and December 31, 2022, there were 3,500 and 3,500 shares of Series X Super Voting Preferred Stocks issued and outstanding, respectively.

NOTE－ 16 TREASURY STOCKS

On January 25, 2023, the Board of Directors (“Board”) authorized a $2,000,000 share repurchase program. The following table presents information with respect to repurchases of common stock during the three months ended March 31, 2023 and 2022:


	Three Months ended March 31,
	2023		2022
Aggregate common stock repurchased		511,760		—
Weighted average price paid per share	$	1.0591	$	—
Total Amount paid	$	541,988	$	—

As of March 31, 2023, we had up to $1,458,012 of the share repurchase program available. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

NOTE－ 17 INCOME TAXES

For the three months ended March 31, 2023 and 2022, the local (“Nevada”) and foreign components of loss before income taxes were comprised of the following:


	Three Months ended March 31,
	2023		2022
Tax jurisdiction from:
- Local	$	3,902,769	$	5,716,178
- Foreign		1,486,830		873,925
Loss before income taxes	$	5,389,599	$	6,590,103

The provision for income taxes consisted of the following:


	Three months ended March 31,
	2023		2022
Current:
- United States	$	—	$	—
- Singapore		—		—
- Vietnam		—		—
- India		614		1,302

Deferred:
- United States		—		—
- Singapore		—		—
- Vietnam		—		—
- India		—		—
Income tax expense	$	614	$	1,302

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: Singapore and Vietnam that are subject to taxes in the jurisdictions in which they operate, as follows:

United States

The Company is registered in the Nevada and is subject to the tax laws of United States.

As of March 31, 2023, the operation in the U.S. incurred $28,165,554 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $5,914,766 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Singapore

The Company’s subsidiary is registered in the Republic of Singapore and is subject to the tax laws of Singapore.

As of December 31, 2022, the operation in the Singapore incurred $6,343,259 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $1,078,354 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Vietnam

The Company’s subsidiary operating in Vietnam is subject to Vietnam Income Tax at a standard income tax rate of 20% during its tax year.

As of March 31, 2023, the operation in Vietnam incurred $3,593,503 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2026, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $718,701 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

India

The Company’s subsidiary operating in India is subject to the India Income Tax at a standard income tax rate of 25% during its tax year.

As of March 31, 2023, the operation in the India incurred $2,438 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $610.

Indonesia

The Company's subsidiary is registered in Indonesia and is subject to the tax laws of Indonesia.

As of March 31, 2023, the Company's subsidiary operations in Indonesia incurred $543,166 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $119,497 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Philippines

The Company's subsidiary is registered in the Philippines and is subject to the tax laws of the Philippines.

As of March 31, 2023, the Company's subsidiary operations in Philippines incurred $776,641 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $194,160 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Thailand

The Company's subsidiary is registered in Thailand and is subject to the tax laws of Thailand.

As of March 31, 2023, the Company's subsidiary operations in Thailand incurred $714,331 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $142,866 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Malaysia

The Company's subsidiary is registered in Malaysia and is subject to the tax laws of Malaysia.

As of March 31, 2023, the operation in the Malaysia incurred $2,708 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $650.

Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company as of March 31, 2023 and December 31, 2022 consist of the following:

Schedule of Deferred Tax Assets and Liabilities


	March 31, 2023			December 31, 2022
Deferred tax assets:
Software intangibles (U.S)	$	150,465		$	261,555
Deferred Stock Compensation (U.S.)		5,864,670			7,539,329
ROU net liability		—			248
Net operating loss carryforwards
- United States		5,914,766			4,791,994
- Singapore		1,078,354			975,690
- Vietnam		718,701			563,376
- India		—			—
- Philippines		194,160			144,211
- Indonesia		119,497			85,450
- Thailand		142,866			139,940
- Malaysia		—			—
		14,183,479			14,503,793
Less: valuation allowance		(14,183,479	)		(14,503,793	)
Deferred tax assets, net	$	—		$	—

The Internal Revenue Code includes a provision, referred to as Global Intangible Low-Taxed Income ("GILTI"), which provides for a 10.5% tax on certain income of controlled foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes for basis differences expected to reverse.

The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remaining open to examination. We and our subsidiaries are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of March 31, 2023 and December 31, 2022, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the three months ended March 31, 2023 and 2022, there were no penalties or interest recorded in income tax expense.

NOTE－ 18 PENSION COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in all countries operating in the Company. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the three months ended March 31, 2023 and 2022, $92,206 and $8,090 contributions were made accordingly.

NOTE－ 19 RELATED PARTY TRANSACTIONS

From time to time, a shareholder and director of the Company advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand.

The Company paid and accrued to the director and key management personnel, the total salaries of $242,500 and $0 and $214,843 and $3,520 during the three months ended March 31, 2023 and 2022, respectively.

The Company issued 159,032 and 363,868 shares of Common stock, at the price of $552,522 and $2,783,594 for the stock based compensation to a key management personnel during the years ended March 31, 2023 and 2022, respectively.

The Company accrued 352,845 shares to directors and key management personnel, the total share option of $1,560,351 and $0 during the years ended March 31, 2023 and 2022, respectively.

The Company subsidiary paid their sole officer, total professional fee of $2,624 and $4,448 during the three months ended March 31, 2023 and 2022, respectively.

The Company paid and accrued to its shareholders, total professional fee of $200,000 and $0 and $155,417 and $33,851 during the three months ended March 31, 2023 and 2022, respectively. Including in the above the Company issued 196,078 shares of $200,000 and $0 during the three months ended March 31, 2023 and 2022, respectively.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated unaudited condensed financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE－ 20 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three months ended March 31, 2023 and 2022, respectively, the customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances, are presented as follows:

Schedule of concentrations of risk
	Three months ended March 31, 2023					March 31, 2023
Customer	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	952,665		46.64	%	$	321,094

Year ended March 31, 2022

March 31, 2022

Customer

Revenues

Percentage of revenues

Accounts receivable

Customer A

—

(b) Major vendors

For the three months ended March 31, 2023 and 2022, there is no vendor accounts for 10% or more of the Company’s cost of revenue.

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors affecting the credit risk of specific customers, historical trends and other information.

(d) Exchange rate risk

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND, SGD, PHP, INR, IDR, MYR and THB and a significant portion of the assets and liabilities are denominated in VND, SGD, INR, IDR, MYR and THB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and VND, SGD, PHP, INR, IDR, MYR and THB. If VND, SGD, PHP, INR, IDR, MYR and THB depreciate against US$, the value of VND, SGD, PHP, INR IDR, MYR and THB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose us to substantial market risk.

(e) Economic and political risks

The Company's operations are conducted in the Republic of Vietnam. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in Vietnam, and by the general state of Vietnam economy.

The Company's operations in Vietnam and India are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in Vietnam and India, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

NOTE－ 21 COMMITMENTS AND CONTINGENCIES

Acquisition

On December 27, 2022, the Company entered into stock purchase agreement with PT Wahana Cerita Indonesia to acquire 100% equity interest for an aggregate purchase price equal to US$10,000 and the number of Company’s shares of restricted common stock equal to $25,000.

NOTE－ 22 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2023, up through May 8, 2023, the Company issued the unaudited condensed consolidated financial statements.

On April 11, 2023, the Company and its subsidiary entered into stock purchase agreement with Mekong Leisure Travel Joint Stock Company to acquire 100% equity interest for an aggregate purchase price equal to US$164,149 with the component of cash and number of Company’s common stock.

On April 17, 2023, the Company offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants or rights to purchase common stock or preferred stock, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities, having an aggregate initial offering price not exceeding $50,000,000.

On May 1, 2023, Patrick Soetanto, 51, transitioned to the role of, and was appointed as, Chief Operating Officer of Society Pass Incorporated (“SOPA”) replacing Pamela Aw-Young who resigned as Chief Operating Officer on May 1, 2023. Ms. Aw-Young will continue to work with SOPA on special projects related to acquisitions.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q contains forward-looking statements rather than historical facts that involve risks and uncertainties. You can identify these statements by the use of forward- looking words such as "may," "will," "expect," "anticipate," "estimate," "continue" or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

BASIS OF PRESENTATION

The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this "Report"), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 23, 2023, and other reports that we file with the SEC from time to time.

References in this Quarterly Report on Form 10-Q to "us", "we", "our" and similar terms refer to Society Pass Incorporated.

Overview

We are, through the acquisition and operation of e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building the next generation digital ecosystem and loyalty platform in Southeast Asia (“SEA”) primarily Singapore, Thailand, Indonesia, Vietnam and the Philippines.

The companies by the Company form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in the Philippines. We continue to expand our e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications with particular focuses on Vietnam, Thailand, Indonesia and the Philippines of SEA. Material acquisitions include:

•

In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”).

•

On July 21, 2022, the Company acquired 100% of the equity interests of Mangan PH Food Delivery Service Corp. ("Mangan), a Philippines restaurant and grocery delivery business.

•

Operating in SEA, we are focused on six operating verticals: loyalty, lifestyle, grocery and food delivery, telecommunications, digital media and travel.

Loyalty

The Company spent over two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants. Using our loyalty platform, which we plan to introduce in 2023, consumers may earn, and merchants may issue, Society Points. The Company will aggregate the data across various touch points and build a realistic view or consumer behavior and use this behavior to increase sales across our ecosystem by: cross-pollinating acquired companies with other existing verticals, customer re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue.

Lifestyle

Grocery and Food Delivery

Telecommunications

Digital Media

Travel

The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The Nusatrip acquisition extended SoPa's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, Nusatrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.

Our loyalty-focused and data-driven e-commerce marketing platform interfaces will connect consumers with merchants in the F&B and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our Platform will integrate with both global and country-specific search engines and applications and accept international address and phone number data, providing a consumer experience that respects local languages, address formats and customs. Our plan is to have Strategic Partners work with us to penetrate local markets, while our Platform allows effortless integration with existing technological applications and websites.

As of May 12, 2023, we have onboarded over 3.3 million registered consumers and over 650,000 registered merchants on our Platform.

Impact COVID-19 and other Global Events

The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business.

Software and Development

Our ability to compete depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality and our ability to improve proven applications for established markets in which we have competitive advantages. We intend to work closely with our customers to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications.

Our software and development team is responsible for the design enhancements, development, testing and certification of the Application. In addition, we may, in the future, utilize third parties for our automated testing, managed upgrades, software development and other technology services.

Intellectual Property Portfolio

We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights. Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks, copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our ability to protect our intellectual property and proprietary technologies.

Corporate Information

Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.

Our corporate website address is www.thesocietypass.com. The website for our loyalty marketplace is www.sopa.asia. The information included on our websites are not part of this prospectus.

Financial Condition

Results of Operations

The following table sets forth certain operational data for the three months ended March 31, 2023 and 2022:

	Three months ended March 31,
	2023			2022
Revenue, net	$	2,042,580		$	445,090
Cost of revenue		(1,356,343	)		(459,883	)
Gross income (loss)		686,237			(14,793	)
Less operating expenses:
Sales and marketing expenses		(130,664	)		(196,102	)
Software development costs		(13,919	)		(19,548	)
Impairment loss		—			(528,583	)
General and administrative expenses		(5,991,886	)		(5,840,698	)
Total operating expenses		(6,136,469	)		(6,584,931	)
Loss from operations		(5,450,232	)		(6,599,724	)

Other income (expense):
Interest income		39,986			45
Interest expense		(352	)		(4,045	)
Gain on early lease termination		1,064			—
JV income		3,148			—
Other income		16,787			13,621
Total other expense		60,633			9,621
Loss before income taxes		(5,389,599	)		(6,590,103	)
Income taxes		(614	)		(1,302	)
NET LOSS	$	(5,390,213	)	$	(6,591,405	)

Revenue. We generated revenues of $2,042,580 and $445,090 during the three months ended March 31, 2023 and 2022, respectively. The significant increase in revenue for the three months periods was mainly due to an increase in the sales from our e-commerce online platform and newly acquired business in digital media and travel verticals.

During the three months ended March 31, 2023 and 2022, the following customer exceeded 10% of the Company's revenues and its outstanding receivable balances at year-end dates, are presented as follows:

	Three months ended March 31, 2023					March 31, 2023
Customer	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	952,665		46.64	%	$	321,094

Three months ended March 31, 2022

March 31, 2022

Customer

Revenues

Percentage
of revenues

Accounts
receivable

Customer A

—

The customer is in United States.

Cost of Revenue. Cost of revenue was $1,356,343 and $459,883 for three months ended March 31, 2023, and 2022, respectively. Our cost of revenue increased was the result of increased sales from our digital media and travel verticals.

Major vendors

For the three months ended March 31, 2023 and 2022, no vendor accounted for 10% or more of the Company's cost of revenue and its outstanding payables balances, are presented as follows:

Gross Income (Loss) We recorded a gross income of $686,237 and a gross loss of $14,793 for the three months ended March 31, 2023 and 2022, respectively. The turnaround from gross loss to gross profit is due to increased gross income from revenue from e-commerce and our newly acquired digital media and travel verticals. Gross income margin is 34% and gross loss margin of 3% for the three months ended March 31, 2023 and 2022, respectively. Improved in gross margin for the three months period ended March 31, 2023 is due to higher profit margin arising from newly acquired businesses in the third quarter of 2022.

Sales and Marketing Expenses ("S&M"). We incurred S&M expenses of $130,664 and $196,102 for the three months ended March 31, 2023 and 2022, respectively. The decrease in S&M expense in 2023 is primarily attributable to the planned cost reductions.

Software Development Cost ("SDC"). We incurred SDC expenses of $13,919 and $19,548 for three months ended March 31, 2023 and 2022 respectively. The decrease in SDC in 2023 is primarily attributable to the restructuring of our technology development team.

Impairment Charge ("IC"). We incurred impairment charges of $0 and $528,583 for the three months ended March 31, 2023, and 2022, respectively. The charge in 2022 is primarily attributable to the impairment of goodwill related to the acquisition of the New Retail Enperience Incorporated’s ecommerce asset in the first quarter of 2022 which was expensed during the period due to the short life term of the asset and the quantum of consideration.

General and Administrative Expenses ("G&A"). We incurred G&A expenses of $5,991,886 and $5,840,598 for the three months ended March 31, 2023 and 2022 respectively. The G&A is primarily consisting of the professional costs associated with costs related to business acquisitions, the Company's ongoing expenses for its listing on the Nasdaq Stock Exchange, stock based compensation for services, and D&O insurance cost.

Income Tax Expense. Our income tax expenses for the three months ended March 31, 2023 and 2022 was $614 and $1,302, respectively.

Net Loss. As a result of the items noted above, for the three months ended March 31, 2023, we incurred a net loss of $5,390,213 as compared to the same period ended March 31, 2022 of $6,591,405. The decrease in net loss is primarily attributable to increased gross profit. The net loss for the three months ended March 31, 2023 includes non-cash items including non-cash stock-based compensation for services of $1,886,793 and depreciation and amortization of $863,917.

Liquidity and Capital Resources

As of March 31, 2023, we had cash and cash equivalents and restricted cash of $13,827,941, accounts receivable of $858,109, deposits, prepayments and other receivables of $1,942,239, inventories of $229,010 and contract assets of $5,071.

As of December 31, 2022, we had cash and cash equivalents and restricted cash of $19,003,336, accounts receivable of $951,325, deposits, prepayments and other receivables of $2,711,042, inventories of $310,932 and contract assets of $20,310.

For the three months ended March 31, 2023, the Company's stockholders' equity was $15,565,493 which decreased as a result of an increase in accumulated deficit partially offset by additional paid-in-capital. For the three months ended March 31, 2023, the Company incurred net loss of $5,390,213 and net cash used in operating activities of $4,015,201. Net cash used in investing activities was $190,061. Net cash used in financing activities was $541,988, resulting principally from share buyback exercise.

While the Company believes that it will be able to continue to grow the Company's revenue base and control expenditures, there is no assurance it will be able to do so. The Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company's business development activities, general and administrative expenses and growth strategy. We expect to continue to rely on cash generated through financing from public offerings or private offerings by our parent company or one or more of our subsidiaries, to finance our operations and future acquisitions. The Company believes that it has sufficient liquidity to continue its current business plans and operations for at least one year.

	Three Months Ended March 31,
	2023			2022
Net cash used in operating activities	$	(4,015,201	)	$	(2,560,917	)
Net cash used in investing activities		(190,061	)		(225,134	)
Net cash (used in) provided by financing activities		(541,988	)		10,532,676
Effect on exchange rate change		(428,145	)		(43,841	)
Net change in cash and cash equivalents		(5,175,395	)		7,702,784
Cash and cash equivalent and restricted cash at beginning of period		19,003,336			23,264,777
Cash and cash equivalent and restricted cash at end of period		13,827,941			30,967,561

Net Cash Used in Operating Activities.

For the three months ended March 31, 2023, net cash used in operating activities was $4,015,201, which consisted primarily of a net loss of $5,390,213 and a decrease in accrued liabilities and other payables of $2,376,133, partially offset by non-cash stock-based compensation for services of $1,886,793, a decrease in deposits, prepayments and other receivables of $768,803 and depreciation and amortization of $863,917.

For the three months ended March 31, 2022, net cash used in operating activities was $2,560,917, which consisted primarily of a net loss of $6,591,405, primarily offset by non-cash stock based compensation for services of $1,856,073, depreciation and amortization of $806,622, impairment loss of $528,583 increase in shares as well as changes in operating assets and liabilities including a decrease in deposits, prepayments and other receivables of $1,163,776 and a decrease in advance to related parties of $499,352.

We expect to continue to rely on cash generated through financing from public offerings or private offerings of our or one or more of our subsidiaries' securities, to finance our operations and future acquisitions.

Net Cash Used In Investing Activities.

For the three months ended March 31, 2023, there was a net cash outflow of $190,061 for purchase of property, plant, and equipment.

For the three months ended March 31, 2022, there was a net cash outflow of $225,134 for a deposit paid for subsidiaries asset acquisition and the purchase of property, plant, and equipment.

Net Cash Provided by Financing Activities.

For the three months ended March 31, 2023, net cash used in financing activities was $541,988 for repurchase of common stock.

For the three months ended March 31, 2022, net cash provided by financing activities was $10,532,676, consisting primarily of funds raised from our follow-on public offering and the exercise of Series C-1 warrants.

Critical Accounting Policies and Estimate

• Basis of presentation

• Emerging Growth Company

• Use of estimates and assumptions

• Basis of consolidation

• Business combination

• Noncontrolling interest

• Segment reporting

• Cash and cash equivalents

• Restricted cash

• Accounts receivable

• Inventories

• Prepaid expenses

• Property, plant and equipment

		Expected useful lives
Computer equipment		3 years
Office equipment		5 years
Renovation		5 years

• Impairment of long-lived assets

• Revenue recognition

•

Identify the contract with a customer;

•

Identify the performance obligations in the contract;

•

Determine the transaction price;

•

Allocate the transaction price to performance obligations in the contract; and

•

Recognize revenue as the performance obligation is satisfied.

Lifestyle

Grocery and Food Delivery

Telecommunications

Digital Media

Travel

The Company's e-Commerce business is primarily conducted using Leflair's Lifestyle Platform, as follows:

When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection.

During the three months ended March 31, 2023 and 2022, the Company generated revenue of $223,517 and $434,141 respectively, in the Lifestyle sector.

The Company's Merchant POS offers both software and hardware products and services to vendors, as follows:-

Software sales consist of:

Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program.

The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month.

The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants.