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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2024

 

or

 

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

 

For the transition period from __________to _________

 

000-55038

Commission file number

 

LiquidValue Development Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   27-1467607

State or other jurisdiction of

incorporation or organization

 

(I.R.S. Employer

Identification No.)

 

4800 Montgomery Lane, Suite 210, Bethesda, Maryland

  20814
(Address of principal executive offices)   (Zip Code)

 

301-971-3940

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of October 31, 2024, there were 704,043,324 shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.

 

 

 

 
 

 

Table of Contents

 

PART I FINANCIAL INFORMATION  
     
Item 1. Condensed Consolidated Financial Statements (Unaudited)  
     
  Condensed Consolidated Balance Sheets (Unaudited) 3
     
  Condensed Consolidated Statements of Operations (Unaudited) 4
     
  Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) 5
     
  Condensed Consolidated Statements of Cash Flows (Unaudited) 6
     
  Notes to Condensed Consolidated Financial Statements (Unaudited) 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
     
Item 3. Quantitative and Qualitative Disclosure About Market Risk 20
     
Item 4. Controls and Procedures 20
     
PART II OTHER INFORMATION
     
Item 1. Legal Proceedings 21
     
Item 1A. Risk Factors 21
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
     
Item 3. Defaults Upon Senior Securities 21
     
Item 4. Mine Safety Disclosures 21
     
Item 5. Other Information 21
     
Item 6. Exhibits 21
     
SIGNATURES   22

 

2
 

 

Part I. Financial Information

 

LiquidValue Development Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

   September 30,   December 31, 
   2024   2023 
   (Unaudited)   (Audited) 
Assets:          
Real Estate          
Construction in Progress   5,016,632    6,710,732 
Land Held for Development   1,489,304    3,382,792 
Other Properties, Net   620,123    634,006 
Total   7,126,059    10,727,530 
           
Cash   2,362,381    1,774,314 
Restricted Cash   107,847    107,767 
Other Receivable   51,620    28,917 
Reimbursement Receivable, Net   8,195,176    6,707,079 
Promissory Note Receivable - Related Party   15,974,214    12,702,270 
Fixed Assets, Net   2,475    2,027 
Deposits   21,491    21,491 
Operating Lease Right-Of-Use Asset, Net   147,751    27,622 
Total Assets  $33,989,014   $32,099,017 
           
Liabilities and Stockholders’ Equity:          
           
Liabilities:          
Accounts Payable   259,171    738,191 
Accrued Expenses   313,206    796,390 
Accrued Interest - Related Parties   1,292,036    1,638,824 
Deferred Revenue   2,100    2,100 
Security Deposit   4,301    2,100 
Operating Lease Liability   155,178    22,397 
Total Liabilities   2,025,992    3,200,002 
           
Stockholders’ Equity:          
Common Stock, at par $0.001, 1,000,000,000 shares authorized and 704,043,324 issued, and outstanding at September 30, 2024 and December 31, 2023   704,043    704,043 
Additional Paid in Capital   33,045,481    32,816,924 
Accumulated Deficit   (1,850,592)   (4,701,911)
Total LiquidValue Development Inc. Stockholders’ Equity   31,898,932    28,819,056 
Non-controlling Interests   64,090    79,959 
Total Stockholders’ Equity   31,963,022    28,899,015 
Total Liabilities and Stockholders’ Equity  $33,989,014   $32,099,017 

 

See accompanying notes to condensed consolidated financial statements.

 

3
 

 

LiquidValue Development Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)

 

   2024   2023   2024   2023 
   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2024   2023   2024   2023 
                 
Revenue  $3,827,902   $6,300   $8,886,207   $18,197,250 
                     
Operating Expenses                    
Cost of Revenue   1,723,273    3,490    5,639,771    10,959,714 
General and Administrative   324,309    370,730    1,157,856    1,257,809 
Total Operating Expenses   2,047,582    374,220    6,797,627    12,217,523 
                     
Income (Loss) from Operations   1,780,320    (367,920)   2,088,580    5,979,727 
                     
Other (Expense) Income                    
Interest Income   250,436    245,632    731,822    621,952 
Interest Expense   -    -    -    (314,643)
Other (Expense) Income   -    (157,401)   15,048    57,778 
Total Other Income   250,436    88,231    746,870    365,087 
                     
Net Income (Loss) from Continuing Operations Before Income Taxes   2,030,756    (279,689)   2,835,450    6,344,814 
                     
Income Tax Expense   -    -    -    - 
                     
Net Income (Loss) from Continuing Operations   2,030,756    (279,689)   2,835,450    6,344,814 
                     
Loss from Discontinued Operations, Net of Tax   -    -    -    (10,175)
                     
Net Income (Loss)   2,030,756    (279,689)   2,835,450    6,334,639 
                     
Net (Loss) Income Attributable to Non-controlling Interests   (13,407)   9,307    (15,869)   6,425 
                     
Net Income (Loss) Attributable to Common Stockholders  $2,044,163   $(288,996)  $2,851,319   $6,328,214 
                     
Net Income (Loss) Per Share - Basic and Diluted                    
Continuing Operations  $0.00   $(0.00)  $0.00   $0.01 
Discontinued Operations  $-   $-   $-   $(0.00)
Net Income (Loss) per Share  $0.00   $(0.00)  $0.00   $0.01 
                     
Weighted Average Common Shares Outstanding - Basic and Diluted   704,043,324    704,043,324    704,043,324    704,043,324 

 

See accompanying notes to condensed consolidated financial statements.

 

4
 

 

LiquidValue Development Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

For the Three- and Nine- Months Periods ended September 30, 2024 and 2023

(Unaudited)

 

   Shares   Par Value $0.001   Capital   Deficit   Equity   Interests   Equity 
   Common Stock   Additional
Paid in
   Accumulated   Total
LiquidValue Development Inc. Stockholders’
   Non-
controlling
  

Total

Stockholders’
 
   Shares   Par Value $0.001   Capital   Deficit   Equity   Interests   Equity 
                             
Balance at January 1, 2024   704,043,324   $              704,043   $32,816,924   $     (4,701,911)  $28,819,056   $79,959   $      28,899,015 
                                    
Net Income (Loss)   -   $-   $-   $1,096,967   $1,096,967   $(1,183)  $1,095,784 
                                    
Balance at March 31, 2024   704,043,324   $704,043   $32,816,924   $(3,604,944)  $29,916,023   $78,776   $29,994,799 
                                    
Net (Loss)   -    -    -   $(289,811)  $(289,811)  $(1,279)  $(291,090)
                                    
Balance at June 30, 2024   704,043,324   $704,043   $32,816,924   $(3,894,755)  $29,626,212   $77,497   $29,703,709 
                                    
Loan Forgiveness - Related Party   -    -   $228,557    -   $228,557    -   $228,557 
                                    
Net Income (Loss)   -    -    -   $2,044,163   $2,044,163   $(13,407)  $2,030,756 
                                    
Balance at September 30, 2024   704,043,324   $704,043   $33,045,481   $(1,850,592)  $31,898,932   $64,090   $31,963,022 

 

   Common Stock   Additional
Paid in
   Accumulated    Total Liquid
Value
Development
Inc. Stockholders’
   Non-
controlling
   Total
Stockholders’
 
   Shares   Par Value $0.001   Capital   Deficit   Equity   Interests   Equity 
Balance at January 1, 2023   704,043,324   $              704,043   $32,542,720   $(10,907,442)  $22,339,321   $74,260   $22,413,581 
                                    
Gain on Disposal of Subsidiary to Related Party   -   $-   $274,204    -   $274,204   $-   $274,204 
                                    
Net Loss   -    -    -   $(393,198)  $(393,198)  $(1,110)  $(394,308)
                                    
Balance at March 31, 2023   704,043,324   $704,043   $32,816,924   $(11,300,640)  $22,220,327   $73,150   $22,293,477 
                                    
Net Income (Loss)   -    -    -   $7,010,408   $7,010,408   $(1,772)  $7,008,636 
                                    
Balance at June 30, 2023   704,043,324   $704,043   $32,816,924   $(4,290,232)  $29,230,735   $71,378   $29,302,113 
                                    
Net Income (Loss)   -    -    -   $(288,996)  $(288,996)  $9,307   $(279,689)
                                    
Balance at September 30, 2023   704,043,324   $704,043   $32,816,924   $(4,579,228)  $28,941,739   $80,685   $29,022,424 

 

 

See accompanying notes to condensed consolidated financial statements.

 

5
 

 

LiquidValue Development Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023

(Unaudited)

 

   2024   2023 
         
Cash Flows from Operating Activities          
Net Income  $2,835,450   $6,334,639 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:          
Depreciation   15,085    9,882 
Noncash Lease Expense   63,163    66,026 
Changes in Operating Assets and Liabilities          
Real Estate Development   3,587,588    14,556,676 
Reimbursement Receivable   (1,488,097)   (6,707,079)
Interest Receivable - Related Party   (677,593)   847,054 
Prepaid Expenses   -    (3,434)
Other Receivable   (22,703)   2,112 
Accounts Payable and Accrued Expenses   (962,204)   (483,357)
Accrued Interest - Related Parties   (118,231)   (1,154,462)
Operating Lease Liability   (50,511)   (66,026)
Deferred Revenue   -    2,100 
Security Deposits   2,201    2,100 
Net Cash Provided by Continuing Operating Activities   3,184,148    13,406,231 
Net Cash Provided by Discontinued Operating Activities   -    10,175 
Net Cash Provided by Operating Activities  $3,184,148   $13,416,406 
           
Cash Flows from Investing Activities          
Promissory Note Receivable - Related Party   (2,443,692)   - 
Repayment from Promissory Note Receivable - Related Party   2,443,692    - 
Purchase of Fixed Assets   (1,650)   - 
Net Cash Used in Continuing Investing Activities   (1,650)   - 
Net Cash Used in Discontinued Investing Activities   -    - 
Net Cash Used in Investing Activities  $(1,650)   - 
           
Cash Flows from Financing Activities          
Borrowing from Notes Payable - Related Parties   3,776,308    4,600,000 
Repayment to Notes Payable - Related Parties   (6,370,659)   (18,105,021)
Net Cash Used in Continuing Financing Activities  (2,594,351)  (13,505,021)
Net Cash Provided by Discontinued Financing Activities   -    - 
Net Cash Used in Financing Activities  $(2,594,351)  $(13,505,021)
           
Net Increase (Decrease) in Cash and Restricted Cash   588,147    (88,616)
Cash and Restricted Cash - Beginning of Period   1,882,081    1,343,830 
Cash and Restricted Cash - End of Period  $2,470,228   $1,255,214 
Cash - Continuing Operation   2,362,381    945,764 
Restricted Cash - Continuing Operation   107,847    309,450 
Total Cash and Restricted Cash  $2,470,228   $1,255,214 
           
Supplementary Cash Flow Information          
Cash Paid for Interest  $-   $1,476,907 
Cash Paid for Taxes  $-   $- 
           
Supplemental Disclosure of Non-Cash Investing and Financing Activities          
Acquisition of new operating lease right of use asset  $174,943   $- 
Sale of AHR to Related Party  $-   $25,976,729 
Loan Forgiveness - Related Party  $228,557   $- 

 

See accompanying notes to condensed consolidated financial statements.

 

6
 

 

LiquidValue Development Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2024

 

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

LiquidValue Development Inc. (the “Company”) was incorporated in the State of Nevada on December 10, 2009. On December 29, 2017, the Company, acquired Alset EHome Inc. (“Alset EHome”) by reverse merger. Alset EHome, a Delaware corporation, was formed on February 24, 2015. Alset EHome is principally engaged in developing, selling, managing, and leasing residential properties in the United States in current stage and may expand from residential properties to other property types, including but not limited to commercial and retail properties. The Company is 99.99% owned by SeD Intelligent Home Inc., which is wholly owned by Alset International Limited (“Alset International”), a multinational public company, listed on the Singapore Exchange Securities Trading Limited.

 

The Company’s current operations concentrate around land development projects, included in our only reporting segment – real estate. In determination of segments, the Company, together with its chief operating decision maker, who is also our Co-CEO, consider factors that include the nature of business activities, allocation of resources and management structure.

 

The Company was also in the business of renting homes, however, on December 9, 2022, Alset EHome entered into a Stock Purchase Agreement with Alset International Limited and Alset Inc., pursuant to which Alset EHome agreed to sell all of the shares of American Home REIT Inc., the company holding 112 rental properties, to Alset Inc. For further details on this transaction, refer to Note 4 to the Company’s Financial Statements – Related Party Transactions and Note 6 – Discontinued Operations.

 

Liquidity and Capital Resources

 

As of September 30, 2024, the Company had cash in the amount of $2,362,381, compared to $1,774,314 as of December 31, 2023.

 

Alset EHome’s Lakes at Black Oak project is a land sub-division development located north of Houston, Texas. Our Lakes at Black Oak project initially consisted of 162 acres; in January of 2021, this project was expanded with the purchase of an approximately 6.3-acre tract of land. The future development timeline of Lakes at Black Oak will be based on multiple conditions, including the amount of funds which may be raised from capital markets, the loans we may secure from third party financial institutions, and government reimbursements which may be received. The development will be step by step and expenses will be contingent on the amount of funding we will receive.

 

In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and generated approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. In addition, the Company is entitled to receive certain reimbursements in the year ended December 31, 2024 and 2025. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of 95 lots closed on January 4, 2024, generating approximately $5.0 million in revenue.

 

On July 1, 2024, the Company has closed the sale of 70 single-family detached residential lots comprising a section of Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

 

The Company has obtained a letter of financial support from Alset Inc., an indirect owner of the Company. Alset Inc. committed to provide any additional funding required by the Company and would not demand repayment for the next twelve months from the filing of this Form 10-Q. There is no guarantee that we will be able to execute on our plans as laid out above.

 

7
 

 

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

 

Principles of Consolidation

 

The condensed consolidated financial statements include all accounts of the following entities as of the reporting period ending dates and for the reporting periods as follows:

 

Name of consolidated subsidiary 

State or other

jurisdiction of

incorporation

or organization

 

Date of

incorporation

or formation

 

Attributable

interest

 
Alset EHome Inc.  Delaware  February 24, 2015   100%
SeD USA, LLC  Delaware  August 20, 2014   100%
150 Black Oak GP, Inc.  Texas  January 23, 2014   100%
SeD Development USA, Inc.  Delaware  March 13, 2014   100%
150 CCM Black Oak Ltd.  Texas  March 17, 2014   100%
SeD Ballenger, LLC  Delaware  July 7, 2015   100%
SeD Maryland Development, LLC  Delaware  October 16, 2014   83.55%
SeD Development Management, LLC  Delaware  June 18, 2015   85%
AHR Black Oak One, LLC  Delaware  September 29, 2021   100%

 

All intercompany balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

 

The Company’s subsidiary Alset Solar Inc. was closed on June 21, 2024. The Company’s subsidiary SeD REIT Inc. was closed on August 26, 2024. The Company’s subsidiary SeD Builder LLC was closed on September 2, 2024. The closing of these three companies did not have any effect on the Company’s financial statements.

 

As of September 30, 2024 and December 31, 2023, the aggregate non-controlling interest in Alset EHome Inc.’s subsidiaries was $64,090 and $79,959, respectively, which is separately disclosed in the Company’s condensed consolidated balance sheets.

 

Basis of Presentation

 

The Company’s condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America.

 

The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024. The Company assumes that the users of the interim financial information herein have read or have access to the audited consolidated financial statements for the preceding fiscal year and the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending December 31, 2024.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates.

 

8
 

 

Earnings (Loss) per Share

 

Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted income (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended September 30, 2024 or 2023.

 

Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of September 30, 2024 and December 31, 2023.

 

Restricted Cash

 

As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required to maintain a minimum of $2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit are outstanding as of September 30, 2024 and December 31, 2023. On March 15, 2022 approximately $2,300,000 was released from collateral. On December 14, 2023 additional $201,751 was released from collateral. As of September 30, 2024 and December 31, 2023, the total balance of this account was $107,847 and $107,767, respectively.

 

Reimbursement Receivable, Net

 

Reimbursement receivable includes developer reimbursements for the Lakes at Black Oak project. The Company expects that approximately $7.7 million of this receivable will be collected within the next twelve months. The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at September 30, 2024 and December 31, 2023.

 

9
 

 

Fixed Assets, Net

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives, which are 3 years.

 

Real Estate Assets

 

  Land Development Assets

 

Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with Financial Accounting Standards Board (“FASB”) ASC 805, “Business Combinations,” which acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold.

 

In addition to our annual assessment of potential triggering events in accordance with ASC 360, the Company applies a fair value-based impairment test to the net book value assets on an annual basis. The Company would also apply a fair value-based impairment test to the net book value assets in the interim if certain events or circumstances indicate that an impairment loss may have occurred.

 

The Company did not record impairment on any of its projects during the nine months ended on September 30, 2024 and September 30, 2023.

 

On October 28, 2022, 150 CCM Black Oak Ltd. (“Black Oak”), a Texas Limited Partnership and subsidiary of the Company, entered into a Contract for Purchase and Sale and Escrow Instructions (the “Century Agreement”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of the Century Agreement, Black Oak agreed to sell approximately 242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” On November 28, 2022, the parties to the Century Agreement entered into an amendment to the Century Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed that the Buyer would purchase approximately 131 single-family detached residential lots, instead of 242 lots. This transaction closed on April 13, 2023.

 

On March 16, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Rausch Coleman Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas limited liability company. Pursuant to the terms of the Rausch Coleman Agreement, Black Oak agreed to sell approximately 110 single-family detached residential lots which comprise a section of the Lakes at Black Oak. The transaction closed on May 15, 2023.

 

On March 17, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Davidson Agreement”) with Davidson Homes, LLC, an Alabama limited liability company. Pursuant to the terms of the Davidson Agreement, Black Oak agreed to sell approximately 189 single-family detached residential lots developed within section 2 of Lakes at Black Oak project. The sale of the first 94 lots closed on May 30, 2023. The sale of remaining lots closed on January 4, 2024.

 

On July 1, 2024, 150 CCM Black Oak Ltd., closed the sale of 70 single-family detached residential lots comprising a section of a residential community in Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

 

10
 

 

  Rental of Model Houses

 

In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas.

 

On July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On August 3, 2023, Black Oak entered into a development and construction agreement with Davidson to build a model house located in Montgomery County, Texas. On January 4, 2024, Black Oak sent $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. Model home lease commenced on January 1, 2024, lease term is twenty-four (24) full months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction costs and the contractor’s fee.

 

Revenue Recognition

 

  Land Development Revenue Recognition

 

ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

 

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. A detailed breakdown of the five-step process for the revenue recognition of our Lakes at Black Oak project, which earned majority of the Company’s revenue in the first nine months of 2024, is as follows:

 

  a. Identify the contract with a customer.

 

In the event of a sale the Company has signed agreements with the builders for developing the raw land ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided.

 

  b. Identify the performance obligations in the contract.

 

Performance obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met.

 

  c. Determine the transaction price.

 

The transaction price is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties.

 

  d. Allocate the transaction price to performance obligations in the contract.

 

Each lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated to.

 

  e. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue when title is transferred. The Company does not have further performance obligations once title is transferred. Revenue is recognized at a point in time.

 

  Rental Revenue Recognition

 

The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.

 

Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases.

 

11
 

 

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenue on the Company’s consolidated balance sheets.

 

Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. At September 30, 2024 and December 31, 2023, deferred revenue was $2,100 and $2,100, respectively.

 

Contract Assets and Contract Liabilities

 

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606.

 

Cost of Revenue

 

  Cost of Real Estate Sale

 

All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

 

If allocation of development costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

 

  Cost of Rental Revenue

 

Cost of rental revenue consists primarily of the costs associated with repairs and maintenance, depreciation, property taxes and other related administrative costs. Utility expenses are paid directly by tenants.

 

Recent Accounting Pronouncements

 

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

2. CONCENTRATION OF CREDIT RISK

 

The group maintains cash balances at various financial institutions. These balances are secured by the Federal Deposit Insurance Corporation. At times, these balances may exceed the federal insurance limits. At September 30, 2024 and December 31, 2023, uninsured cash and restricted cash balances were $1,658,293 and $634,808, respectively.

 

12
 

 

3. NOTES PAYABLE

 

M&T Bank Loans

 

On April 17, 2019, SeD Maryland Development LLC (“SeD Maryland”) entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000. The line of credit bore interest rate of LIBOR plus 375 basis points. SeD Maryland was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000. The L/C commission is 1.5% per annum on the face amount of the L/C. Other standard lender fees apply in the event L/C is drawn down. The loan was a revolving line of credit. The L/C Facility was not a revolving loan, and amounts advanced and repaid could not be re-borrowed. Repayment of the Loan Agreement was secured by $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. The loan has expired during 2022 and only L/C is outstanding as of September 30, 2024 and December 31, 2023. On March 15, 2022 approximately $2,300,000 was released from collateral, and on December 14, 2023 approximately $200,000 was released from collateral, leaving $107,847 as collateral for outstanding letters of credit as of September 30, 2024.

 

4. RELATED PARTY TRANSACTIONS

 

Loan from SeD Home Limited (now known as Alset Solar Limited)

 

Alset EHome receives advances from SeD Home Limited (now known as Alset Solar Limited; a subsidiary of Alset International), to fund development and operation costs. The advances bear interest at 10% and are payable on demand. As of September 30, 2024 and December 31, 2023, Alset EHome had outstanding principal due of $0 and $0, respectively and accrued interest of $0 and $228,557, respectively. On September 30, 2024 the Company was forgiven the outstanding interest of $228,557. A gain was recorded in equity as a result of the loan’s extinguishment.

 

Loan to/from SeD Intelligent Home Inc.

 

The Company receives advances from or loans funds to SeD Intelligent Home, the owner of 99.99% of the Company. The advances or the loans bore interest of 18% until August 30, 2017 when the interest rate was adjusted to 5% and have no set repayment terms. During nine months ended September 30, 2024, the Company lent $2,443,692 to SeD Intelligent Home and received repayment of the full amount in the same period. Additionally, the Company borrowed $3,776,308 and repaid $6,370,659 of the loans from SeD Intelligent Home in the nine months ended September 30, 2024. On September 30, 2024, SeD Intelligent Home owed $1,844,280 to the Company. On December 31, 2023, the Company owed $868,301 to SeD Intelligent Home. During 2023, as part of the selling price of our subsidiary, American Home REIT Inc. (“AHR”), the Company was forgiven $13,900,000 of the loan. This forgiveness amount reduced our investment in AHR. For further details on this transaction, refer to Note 6 – Discontinued Operations.

 

Management Fees

 

MacKenzie Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director of the Company, has a consulting agreement with a majority-owned subsidiary of the Company. Pursuant to an agreement entered into in June of 2022, as supplemented in August 2023, the Company’s subsidiary pays $25,000 per month to MacKenzie Equity Partners, LLC for consulting services. In addition, MacKenzie Equity Partners, LLC has been paid certain bonuses, including (i) a sum of $50,000 in June 2022; (ii) a sum of $50,000 in August 2023; (iii) a sum of $50,000 in December 2023; and (iv) a sum of $60,000 in June 2024.

 

The Company incurred expenses of $75,000 and $285,000 in the three and nine months ended September 30, 2024, respectively, and $75,000 and $275,000 in the three and nine months ended September 30, 2023, respectively, which were capitalized as part of Real Estate on the balance sheet as the services relate to property and project management. On September 30, 2024 and December 31, 2023, the Company owed this related party $27,535 and $27,535, respectively. These amounts are included in Accounts Payable in the accompanying consolidated balance sheets.

 

Advances to Alset Inc.

 

The Company provides working capital advances for Alset Inc., a related party under the common control of Chan Heng Fai, the Co-CEO of the Company. The advances are interest free with no set repayment terms. On September 30, 2024 and December 31, 2023, the balance of these advances was $85,295 and $21,212, respectively.

 

13
 

 

Sale of Rental Business

 

On December 9, 2022, Alset EHome Inc., entered into an agreement with Alset International Limited and Alset Inc. pursuant to which Alset EHome Inc. agreed to sell its subsidiary American Home REIT Inc., which owns 112 single-family rental homes, to Alset Inc. The closing of the transaction contemplated by this agreement was completed on January 13, 2023.

 

Alset EHome Inc. sold AHR for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note in the amount of $11,350,933 and a cash payment of $1,000,000. This purchase price represents the book value of AHR as of November 30, 2022. The closing of this transaction was approved by the stockholders of Alset International Limited. The difference between the selling price and AHR’s book value on the date of sale of $274,204 was recorded as additional paid in capital, considering that it was a related party transaction. The promissory note carries interest rate of 7.2% and matures on January 13, 2028. The Company accrued $1,401,669 and $788,159 interest on note receivable from Alset Inc. on September 30, 2024 and December 31, 2023, respectively. During the three months ended on September 30, 2024 and 2023, we recognized interest income of $205,996 and $205,996, respectively. During the nine months ended on September 30, 2024 and 2023, we recognized interest income of $613,510 and $582,163, respectively.

 

Alset Inc. owns 85.5% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of the Company. Certain members of the Company’s Board of Directors and management are also members of the Board of Directors and management of each Alset International Limited and Alset Inc. Chan Heng Fai, the Chairman, Chief Executive Officer and majority stockholder of Alset Inc., is also the Chairman and Chief Executive Officer of both the Company and Alset International Limited; Chan Tung Moe is the Co-Chief Executive Officer and a member of the Board of Directors of Alset Inc., Alset International Limited and the Company; and Charles MacKenzie, a director of the Company, is also an officer of Alset Inc.

 

5. STOCKHOLDERS’ EQUITY

 

As of September 30, 2024 and December 31, 2023, there were 704,043,324 shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.

 

6. DISCONTINUED OPERATIONS

 

On December 9, 2022 Alset EHome Inc., a subsidiary of the Company, entered into stock purchase agreement with Alset International Limited and Alset Inc., pursuant to which Alset Inc. agreed to purchase all of the outstanding shares of American Home REIT Inc., a wholly owned subsidiary of Alset EHome Inc. American Home REIT Inc. is the owner of 112 rental homes. Alset EHome Inc. is a majority-owned, indirect subsidiary of Alset International Limited, while Alset International Limited is a majority-owned, indirect subsidiary of Alset Inc. The purchase price of the transaction was established at $26,250,933. Pursuant to the stock purchase agreement the purchase price should be satisfied by (i) a cash payment from Alset Inc. to Alset EHome Inc. of $1,000,000 in immediate available funds; (ii) the offset of amount owned by Alset International Limited to Alset Inc. in the amount of $13,900,000, and simultaneously Alset International Limited will offset the same amount owed by Alset EHome Inc. to Alset International Limited in an the same amount; and (iii) the issuance of the Promissory Note by Alset Inc. to Alset EHome Inc. in the amount of $11,350,933. The closing of this sale was subject to the approval of shareholders of Alset International Limited. The difference between the selling price and AHR’s book value on the date of sale of $274,204 was recorded as additional paid in capital, considering that it was a related party transaction. The Company accrued $1,401,669 and $788,159 interest on note receivable from Alset Inc. on September 30, 2024 and December 31, 2023, respectively. During the three months ended on September 30, 2024 and 2023, we recognized interest income of $205,996 and $205,996, respectively. During the nine months ended on September 30, 2024 and 2023, we recognized interest income of $613,510 and $582,163, respectively.

 

Under ASU 2014-08, a disposal transaction meets the definition of a discontinued operation if all of the following criteria are met:

 

  1. The disposal group constitutes a component of an entity or a group of components of an entity.
     
  2. The component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale, or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff”).
     
  3. The disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results”.

 

14
 

 

American Home REIT Inc., is the owner of all rental properties of the Company’s rental business. The transaction described above is a disposal by sale and has a major effect on our financial results. Since it meets all of the test criteria set forth above, we have treated this disposal transaction as a discontinued operations in our financial statements.

 

The closing of this transaction was completed on January 13, 2023.

 

The aggregate financial results of discontinued operations were as follows:

 

   Nine Months Ended
September 30,
2024
   Nine Months Ended
September 30,
2023
 
         
Rental Revenue  $-   $81,767 
                                        
Expenses         
General and Administrative   -    31,315 
Cost of Revenues   -    31,506 
Depreciation Expense   -    29,121 
           
Total Operating Expenses   -    91,942 
          
Loss From Operations   -    (10,175)
           
Loss from Discontinued Operations  $-   $(10,175)

 

The cash flows attributable to the discontinued operations are as follows:

 

   Nine Months Ended
September 30,
2024
   Nine Months Ended
September 30,
2023
 
Cash Flows Attributable to Discontinued Operations        
Operating  $-   $10,175 
Investing           -            - 
Financing   -    - 
Net Change in Cash  $-   $10,175 

 

7. COMMITMENTS AND CONTINGENCIES

 

Leases

 

The Company leases office space in Maryland. The lease for the Company’s Texas office was terminated on January 31, 2023 while the lease of the Company’s Maryland office expires on March 31, 2027. The monthly rental payments ranged between $2,335 and $8,143, respectively. Rent expense was $16,753 and $21,512 for the three months ended September 30, 2024 and 2023, respectively. Rent expense was $55,019 and $67,104 for the nine months ended September 30, 2024 and 2023, respectively. Total cash paid for operating leases was $19,561 and $23,776 for the three months ended September 30, 2024 and 2023, respectively. Total cash paid for operating leases was $50,511 and $73,663 for the nine months ended September 30, 2024 and 2023, respectively. The Company renewed its office lease in Maryland, effective on March 31, 2024, with the renewal term starting from April 1, 2024 to March 31, 2027 and a new monthly rental payment of $6,520 in 2024.

 

15
 

 

The balance of the operating lease right-of-use asset and operating lease liability as of September 30, 2024 was $147,751 and $155,178, respectively. The balance of the operating lease right-of-use asset and operating lease liability as of December 31, 2023 was $27,622 and $22,397, respectively.

 

The below table summarizes future payments due under these leases as of September 30, 2024.

 

For the Years Ending September 30:

 

SCHEDULE OF FUTURE PAYMENTS DUE UNDER LEASES

      
2025  $65,922 
2026   67,738 
2027   41,304 
Total Minimum Lease Payments  $174,964 
Less: Effect of Discounting   (19,786)
Present Value of Future Minimum Lease Payments   155,178 
Less: Current Obligation under Lease   55,189 
Long-term Lease Obligation  $99,989 

 

The Company’s weighted-average remaining lease term relating to its operating leases is 2.5 years, with a weighted-average discount rate of 7.22%.

 

Lot Sale Agreements

 

  Ballenger Project

 

Certain arrangements for the sale of buildable lots to NVR required the Company to credit NVR with an amount equal to one year of the FFB assessment. Under ASC 606, the credits to NVR are not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized as the reduction of revenue. As of September 30, 2024 and December 31, 2023, the accrued balance due to NVR was $189,475 and $189,475, respectively.

 

  Lakes at Black Oak Project

 

  - Agreement to Sell 142 Lots and 63 Lots

 

On November 13, 2023, 150 CCM Black Oak Ltd., entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, Black Oak has agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the Lakes at Black Oak. The selling price of these lots is anticipated to equal approximately $7.4 million. Pursuant to the other Agreement, Black Oak has agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”). Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The closing of the transactions described above depends on the satisfaction of certain conditions. The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million.

 

8. SUBSEQUENT EVENTS

 

On October 10, 2024, Black Oak closed the sale of 72 single-family detached residential lots comprising a section of the Lakes at Black Oak to Century Land Holdings of Texas, LLC pursuant to its November 13, 2023 Contract for Purchase and Sale and Escrow Instructions pertaining to the Lakes at Black Oak (the “Agreement”). The 72 lots covered by the aforementioned closing constitute the remainder of the lots contemplated by the Agreement. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million.

 

16
 

 

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

 

Forward-Looking Statements

 

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances and failure to successfully develop business relationships.

 

Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023:

 

Revenue

 

Revenue was $3,827,902 for the three months ended September 30, 2024 as compared to $6,300 for the three months ended September 30, 2023. The increase in revenue in the three month period is mainly caused by the increase in property sales from the Lakes at Black Oak project in the three months ended September 30, 2024. Revenue was $8,886,207 for the nine months ended September 30, 2024 as compared to $18,197,250 for the nine months ended September 30, 2023. The decrease in revenue in the nine month period is mainly caused by the decrease in property sales from the Lakes at Black Oak project in the nine months ended September 30, 2024.

 

In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and were expected to generate approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.

 

On November 13, 2023, the Company entered into two contracts with builders to sell multiple lots from its Lakes at Black Oak and Alset Villa projects. The closing of these transactions depends on the satisfaction of certain conditions. The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million. The sale of the remaining 72 lots closed on October 10, 2024 generating approximately $3.9 million.

 

The Company plans to continue its near-term focus on lot sales to regional and national builders. Funds from such lot sales will substantially improve the Company’s liquidity, strengthen its financial position and meet is working capital requirements.

 

In May 2023, the Company entered into lease agreement for one of its model houses located in Montgomery County, Texas. The revenue from the lease was $6,300 and $6,300 in the three months ended September 30, 2024 and 2023, respectively. The revenue from the lease was $18,900 and $10,500 in the nine months ended September 30, 2024 and 2023, respectively.

 

In January 2024, the Company entered into lease agreement for another model house located in Montgomery County, Texas. The revenue from the lease was $6,602 and $19,807 in the three and nine months ended September 30, 2024, respectively.

 

Cost of Revenue

 

All cost of revenue in the three and nine months ended on September 30, 2024 and 2023 came from our Lakes at Black Oak project and model homes lease agreements. The gross margin ratio for Lakes at Black Oak project in the first nine months of 2024 and 2023 was approximately 37% and 40%, respectively. The increase in cost of revenue in the three month period is caused by the increase in property sales from the Lake at Black Oak project in 2024.The decrease in cost of revenue and decrease in gross margin in the nine month period is caused by the decrease in property sales from the Lakes at Black Oak project in 2024. The gross margin ratio for AHR Black Oak Lease Agreement in the first nine months of 2024 and 2023 was approximately 58% and 25%, respectively.

 

17
 

 

General and Administrative Expenses

 

General and administrative expenses decreased from $370,730 in the three months ended September 30, 2023 to $324,309 in the three months ended September 30, 2024. General and administrative expenses decreased from $1,257,809 in the nine months ended September 30, 2023 to $1,157,856 in the nine months ended September 30, 2024. The decrease in general and administrative expenses is mainly caused by the decrease in consulting fees, resulting from decrease in bonus paid to a certain consultant.

 

Other Income

 

In the three months ended September 30, 2024, the Company’s other income was $250,436 as compared to other income of $88,231 in the three months ended September 30, 2023. In the nine months ended September 30, 2024, the Company’s other income was $746,870 as compared to other income of $365,087 in the nine months ended September 30, 2023. The increase in other income was caused by increase in interest income from related party promissory note and reduction in interest expense, as the Company’s loan from related party was repaid during 2023.

 

Loss from Discontinued Operations

 

In the three months ended September 30, 2024 and 2023, the discontinued operation loss from American Home REIT Inc. was $0 and $0, respectively. In the nine months ended September 30, 2024 and 2023, the discontinued operation loss from American Home REIT Inc. was $0 and $10,175, respectively.

 

Net Income (Loss)

 

In the three months ended September 30, 2024, the Company had net income of $2,030,756 as compared to net loss of $279,689 in the three months ended September 30, 2023. In the nine months ended September 30, 2024, the Company had net income of $2,835,450 as compared to net income of $6,334,639 in the nine months ended September 30, 2023. The decrease in net income was caused by decreased sales from the Lakes at Black Oak project.

 

Liquidity and Capital Resources

 

Our real estate assets have decreased to $7,126,059 as of September 30, 2024 from $10,727,530 as of December 31, 2023. This decrease is primarily caused by property sales from the Lakes at Black Oak project in 2024. Our liabilities decreased from $3,200,002 at December 31, 2023 to $2,025,992 at September 30, 2024. This decrease is primarily caused by the reduction in accounts payable and accrued expenses. Our total assets have increased to $33,989,014 as of September 30, 2024 from $32,099,017 as of December 31, 2023.

 

As of September 30, 2024, we had cash in the amount of $2,362,381, compared to cash of $1,774,314 as of December 31, 2023.

 

The future development timeline of Lakes at Black Oak will be based on multiple conditions, including the amount of funds which may be raised from capital markets, the loans we may secure from third party financial institutions, and government reimbursements which may be received. The development will be step by step and expenses will be contingent on the amount of funding we will receive.

 

In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and generated approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.

 

On November 13, 2023, the Company entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the city of Magnolia, Texas, known as the “Lakes at Black Oak.” The selling price of these lots was anticipated to equal approximately $7.4 million. Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”). Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The selling price of these lots is anticipated to equal approximately $3.3 million. The closing of the transactions described above depends on the satisfaction of certain conditions. On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million.

 

18
 

 

On October 10, 2024, Black Oak closed the sale of 72 single-family detached residential lots comprising a section of the Lakes at Black Oak to Century Land Holdings of Texas, LLC pursuant to its November 13, 2023 Contract for Purchase and Sale and Escrow Instructions pertaining to the Lakes at Black Oak (the “Agreement”). The 72 lots covered by the aforementioned closing constitute the remainder of the lots contemplated by the Agreement. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million.

 

Pursuant to the terms of each of the agreements, the lots will be sold at a fixed per-lot price, and the Seller will also be entitled to receive a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees are anticipated to equal a combined total of $11 million for the two Agreements together; however, the purchase prices for each of the Agreements will be adjusted accordingly, if the total number of lots increases or decreases prior to the closing of the transactions contemplated by the Agreements.

 

The Company is entitled to receive certain developer reimbursements for the Lakes at Black Oak project. The Company expects that approximately $7.7 million of the receivable will be collected within the next twelve months.

 

The Company has obtained a letter of financial support from Alset Inc., an indirect owner of the Company. Alset Inc. committed to provide any additional funding required by the Company and would not demand repayment for the next twelve months from the filing of this Form 10-Q.

 

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

 

Summary of Cash Flows

 

A summary of cash flows from operating, investing and financing activities for the nine months ended September 30, 2024 and 2023 are as follows:

 

   2024   2023 
         
Net Cash Provided by Operating Activities  $3,184,148   $13,416,406 
Net Cash Used in Investing Activities  $(1,650)  $- 
Net Cash Used in Financing Activities  $(2,594,351)  $(13,505,021)
Net Change in Cash  $588,147   $(88,616)
Cash and restricted cash at beginning of the period  $1,882,081   $1,343,830 
Cash and restricted cash at end of the period  $2,470,228   $1,255,214 

 

Cash Flows from Operating Activities

 

Cash flows from operating activities include costs related to assets ultimately planned to be sold, including land purchased for development and resale, and costs related to construction, which were capitalized in the book. In the nine months ended September 30, 2024, cash provided by operating activities was $3,184,148 compared to cash provided of $13,416,406 in the nine months ended September 30, 2023. The Company sold more lots from the Lakes at Black Oak project in 2023 than in 2024 generating more cash flows from operating activities in 2023 compared to 2024.

 

Cash Flows from Investing Activities

 

Cash flows used in investing activities in the nine months ended September 30, 2024 of $1,650 were for purchasing the office computer equipment. Additionally, in nine months ended September 30, 2024, the Company issued $2,443,692 in promissory note to related party and received a repayment of the full amount in that same period. There were no cash flows from investing activities during the nine months ended September 30, 2023.

 

19
 

 

Cash Flows from Financing Activities

 

In the nine months ended September 30, 2024, the Company borrowed $3,776,308 and repaid $6,370,659 to a related party loan. In the nine months ended September 30, 2023, the Company repaid $18,105,021 and borrowed $4,600,000 from a related party loan.

 

Seasonality

 

The real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of year. This may impact the expenses of Alset EHome Inc. from time to time. In addition, should we commence building homes, we are likely to experience periodic spikes in sales as we commence the sales process at a particular location.

 

Critical Accounting Policy and Estimates

 

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). For detail accounting policy and estimates information, please see Note 1 in the condensed consolidated financial statements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including our Chief Executive Officers and Chief Financial Officers concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officers and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Changes in the Company’s Internal Controls Over Financial Reporting

 

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarterly period ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

20
 

 

Part II. Other Information

 

Item 1. Legal Proceeding

 

The registrant is not a party to, and its property is not the subject of, any material pending legal proceedings.

 

Item 1A. Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

Not Applicable.

 

Item 6. Exhibits

 

The following documents are filed as a part of this report:

 

31.1a*   Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.1b*   Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2a*   Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2b*   Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1**   Certifications of the Chief Executive Officers and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

** Furnished herewith.

 

21
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  LIQUIDVALUE DEVELOPMENT INC.
     
October 31, 2024 By: /s/ Fai H. Chan
    Fai H. Chan
    Co-Chief Executive Officer and Director
    (Principal Executive Officer)
     
October 31, 2024 By: /s/ Moe T. Chan
    Moe T. Chan
    Co-Chief Executive Officer and Director
    (Principal Executive Officer)
     
October 31, 2024 By: /s/ Rongguo (Ronald) Wei
    Rongguo (Ronald) Wei
    Co-Chief Financial Officer
    (Principal Financial and Accounting Officer)
     
October 31, 2024 By: /s/ Alan W. L. Lui
    Alan W. L. Lui
    Co-Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

22

 

Exhibit 31.1a

 

Certification of Chief Executive Officer

Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Fai H. Chan, certify that:

 

1. I have reviewed this report on Form 10-Q of LiquidValue Development Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

October 31, 2024 By: /s/ Fai H. Chan
    Fai H. Chan
    Co-Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 31.1b

 

Certification of Chief Executive Officer

Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Moe T. Chan, certify that:

 

1. I have reviewed this report on Form 10-Q of LiquidValue Development Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

October 31, 2024 By: /s/ Moe T. Chan
    Moe T. Chan
    Co-Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 31.2a

 

Certification of Chief Financial Officer

Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Rongguo (Ronald) Wei, certify that:

 

1. I have reviewed this report on Form 10-Q of LiquidValue Development Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

October 31, 2024 By: /s/ Rongguo (Ronald) Wei
    Rongguo (Ronald) Wei
    Co-Chief Financial Officer
    (Principal Financial Officer)

 

 

 

 

Exhibit 31.2b

 

Certification of Chief Financial Officer

Pursuant to

Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Alan W. L. Lui, certify that:

 

1. I have reviewed this report on Form 10-Q of LiquidValue Development Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

October 31, 2024 By: /s/ Alan W. L. Lui
    Alan W. L. Lui
    Co-Chief Financial Officer
    (Principal Financial Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report on Form 10-Q of LiquidValue Development Inc. (the “Company”) for the three month period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to the best of his or her knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: October 31, 2024 /s/ Fai H. Chan
  Fai H. Chan
  Co-Chief Executive Officer, Director
  (Principal Executive Officer)
   
Date: October 31, 2024 /s/ Moe T. Chan
  Moe T. Chan
  Co-Chief Executive Officer, Director
  (Principal Executive Officer)
   
Date: October 31, 2024 /s/ Rongguo (Ronald) Wei
  Rongguo (Ronald) Wei
  Co-Chief Financial Officer
  (Principal Financial Officer)
   
Date: October 31, 2024 /s/ Alan W. L. Lui
  Alan W. L. Lui
  Co-Chief Financial Officer
  (Principal Financial Officer)

 

 
v3.24.3
Cover - $ / shares
9 Months Ended
Sep. 30, 2024
Oct. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-55038  
Entity Registrant Name LiquidValue Development Inc.  
Entity Central Index Key 0001503658  
Entity Tax Identification Number 27-1467607  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 4800 Montgomery Lane  
Entity Address, Address Line Two Suite 210  
Entity Address, City or Town Bethesda  
Entity Address, State or Province MD  
Entity Address, Postal Zip Code 20814  
City Area Code 301  
Local Phone Number 971-3940  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   704,043,324
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Real Estate    
Construction in Progress $ 5,016,632 $ 6,710,732
Land Held for Development 1,489,304 3,382,792
Other Properties, Net 620,123 634,006
Total 7,126,059 10,727,530
Cash 2,362,381 1,774,314
Restricted Cash 107,847 107,767
Other Receivable 51,620 28,917
Reimbursement Receivable, Net 8,195,176 6,707,079
Promissory Note Receivable - Related Party 15,974,214 12,702,270
Fixed Assets, Net 2,475 2,027
Deposits 21,491 21,491
Operating Lease Right-Of-Use Asset, Net 147,751 27,622
Total Assets 33,989,014 32,099,017
Liabilities:    
Accounts Payable 259,171 738,191
Accrued Expenses 313,206 796,390
Accrued Interest - Related Parties 1,292,036 1,638,824
Deferred Revenue 2,100 2,100
Security Deposit 4,301 2,100
Operating Lease Liability 155,178 22,397
Total Liabilities 2,025,992 3,200,002
Stockholders’ Equity:    
Common Stock, at par $0.001, 1,000,000,000 shares authorized and 704,043,324 issued, and outstanding at September 30, 2024 and December 31, 2023 704,043 704,043
Additional Paid in Capital 33,045,481 32,816,924
Accumulated Deficit (1,850,592) (4,701,911)
Total LiquidValue Development Inc. Stockholders’ Equity 31,898,932 28,819,056
Non-controlling Interests 64,090 79,959
Total Stockholders’ Equity 31,963,022 28,899,015
Total Liabilities and Stockholders’ Equity $ 33,989,014 $ 32,099,017
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 704,043,324 704,043,324
Common stock, shares outstanding 704,043,324 704,043,324
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenue $ 3,827,902 $ 6,300 $ 8,886,207 $ 18,197,250
Operating Expenses        
Cost of Revenue 1,723,273 3,490 5,639,771 10,959,714
General and Administrative 324,309 370,730 1,157,856 1,257,809
Total Operating Expenses 2,047,582 374,220 6,797,627 12,217,523
Income (Loss) from Operations 1,780,320 (367,920) 2,088,580 5,979,727
Other (Expense) Income        
Interest Income 250,436 245,632 731,822 621,952
Interest Expense (314,643)
Other (Expense) Income (157,401) 15,048 57,778
Total Other Income 250,436 88,231 746,870 365,087
Net Income (Loss) from Continuing Operations Before Income Taxes 2,030,756 (279,689) 2,835,450 6,344,814
Income Tax Expense
Net Income (Loss) from Continuing Operations 2,030,756 (279,689) 2,835,450 6,344,814
Loss from Discontinued Operations, Net of Tax (10,175)
Net Income (Loss) 2,030,756 (279,689) 2,835,450 6,334,639
Net (Loss) Income Attributable to Non-controlling Interests (13,407) 9,307 (15,869) 6,425
Net Income (Loss) Attributable to Common Stockholders $ 2,044,163 $ (288,996) $ 2,851,319 $ 6,328,214
Net Income (Loss) Per Share - Basic and Diluted        
Continuing Operations Basic $ 0.00 $ 0.00 $ 0.00 $ 0.01
Continuing Operations Diluted 0.00 0.00 0.00 0.01
Discontinued Operations Basic (0.00)
Discontinued Operations Diluted (0.00)
Net (Loss) Income per Share Basic 0.00 (0.00) 0.00 0.01
Net (Loss) Income per Share Diluted $ 0.00 $ (0.00) $ 0.00 $ 0.01
Weighted Average Common Shares Outstanding Basic 704,043,324 704,043,324 704,043,324 704,043,324
Weighted Average Common Shares Outstanding Diluted 704,043,324 704,043,324 704,043,324 704,043,324
v3.24.3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total Liquid Value Development Inc. Stockholders' Equity [Member]
Noncontrolling Interest [Member]
Total
Balance at Dec. 31, 2022 $ 704,043 $ 32,542,720 $ (10,907,442) $ 22,339,321 $ 74,260 $ 22,413,581
Balance, shares at Dec. 31, 2022 704,043,324          
Net Income (Loss) (393,198) (393,198) (1,110) (394,308)
Gain on Disposal of Subsidiary to Related Party 274,204 274,204 274,204
Balance at Mar. 31, 2023 $ 704,043 32,816,924 (11,300,640) 22,220,327 73,150 22,293,477
Balance, shares at Mar. 31, 2023 704,043,324          
Balance at Dec. 31, 2022 $ 704,043 32,542,720 (10,907,442) 22,339,321 74,260 22,413,581
Balance, shares at Dec. 31, 2022 704,043,324          
Net Income (Loss)           6,334,639
Balance at Sep. 30, 2023 $ 704,043 32,816,924 (4,579,228) 28,941,739 80,685 29,022,424
Balance, shares at Sep. 30, 2023 704,043,324          
Balance at Mar. 31, 2023 $ 704,043 32,816,924 (11,300,640) 22,220,327 73,150 22,293,477
Balance, shares at Mar. 31, 2023 704,043,324          
Net Income (Loss) 7,010,408 7,010,408 (1,772) 7,008,636
Balance at Jun. 30, 2023 $ 704,043 32,816,924 (4,290,232) 29,230,735 71,378 29,302,113
Balance, shares at Jun. 30, 2023 704,043,324          
Net Income (Loss) (288,996) (288,996) 9,307 (279,689)
Balance at Sep. 30, 2023 $ 704,043 32,816,924 (4,579,228) 28,941,739 80,685 29,022,424
Balance, shares at Sep. 30, 2023 704,043,324          
Balance at Dec. 31, 2023 $ 704,043 32,816,924 (4,701,911) 28,819,056 79,959 28,899,015
Balance, shares at Dec. 31, 2023 704,043,324          
Net Income (Loss) 1,096,967 1,096,967 (1,183) 1,095,784
Balance at Mar. 31, 2024 $ 704,043 32,816,924 (3,604,944) 29,916,023 78,776 29,994,799
Balance, shares at Mar. 31, 2024 704,043,324          
Balance at Dec. 31, 2023 $ 704,043 32,816,924 (4,701,911) 28,819,056 79,959 28,899,015
Balance, shares at Dec. 31, 2023 704,043,324          
Net Income (Loss)           2,835,450
Balance at Sep. 30, 2024 $ 704,043 33,045,481 (1,850,592) 31,898,932 64,090 31,963,022
Balance, shares at Sep. 30, 2024 704,043,324          
Balance at Mar. 31, 2024 $ 704,043 32,816,924 (3,604,944) 29,916,023 78,776 29,994,799
Balance, shares at Mar. 31, 2024 704,043,324          
Net Income (Loss) (289,811) (289,811) (1,279) (291,090)
Balance at Jun. 30, 2024 $ 704,043 32,816,924 (3,894,755) 29,626,212 77,497 29,703,709
Balance, shares at Jun. 30, 2024 704,043,324          
Net Income (Loss) 2,044,163 2,044,163 (13,407) 2,030,756
Loan Forgiveness - Related Party 228,557 228,557 228,557
Balance at Sep. 30, 2024 $ 704,043 $ 33,045,481 $ (1,850,592) $ 31,898,932 $ 64,090 $ 31,963,022
Balance, shares at Sep. 30, 2024 704,043,324          
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows from Operating Activities    
Net Income $ 2,835,450 $ 6,334,639
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:    
Depreciation 15,085 9,882
Noncash Lease Expense 63,163 66,026
Changes in Operating Assets and Liabilities    
Real Estate Development 3,587,588 14,556,676
Reimbursement Receivable (1,488,097) (6,707,079)
Interest Receivable - Related Party (677,593) 847,054
Prepaid Expenses (3,434)
Other Receivable (22,703) 2,112
Accounts Payable and Accrued Expenses (962,204) (483,357)
Accrued Interest - Related Parties (118,231) (1,154,462)
Operating Lease Liability (50,511) (66,026)
Deferred Revenue 2,100
Security Deposits 2,201 2,100
Net Cash Provided by Continuing Operating Activities 3,184,148 13,406,231
Net Cash Provided by Discontinued Operating Activities 10,175
Net Cash Provided by Operating Activities 3,184,148 13,416,406
Cash Flows from Investing Activities    
Promissory Note Receivable - Related Party (2,443,692)
Repayment from Promissory Note Receivable - Related Party 2,443,692
Purchase of Fixed Assets (1,650)
Net Cash Used in Continuing Investing Activities (1,650)
Net Cash Used in Discontinued Investing Activities
Net Cash Used in Investing Activities (1,650)
Cash Flows from Financing Activities    
Borrowing from Notes Payable - Related Parties 3,776,308 4,600,000
Repayment to Notes Payable - Related Parties (6,370,659) (18,105,021)
Net Cash Used in Continuing Financing Activities (2,594,351) (13,505,021)
Net Cash Provided by Discontinued Financing Activities
Net Cash Used in Financing Activities (2,594,351) (13,505,021)
Net Increase (Decrease) in Cash and Restricted Cash 588,147 (88,616)
Cash and Restricted Cash - Beginning of Period 1,882,081 1,343,830
Cash and Restricted Cash - End of Period 2,470,228 1,255,214
Cash - Continuing Operation 2,362,381 945,764
Restricted Cash - Continuing Operation 107,847 309,450
Total Cash and Restricted Cash 2,470,228 1,255,214
Supplementary Cash Flow Information    
Cash Paid for Interest 1,476,907
Cash Paid for Taxes
Supplemental Disclosure of Non-Cash Investing and Financing Activities    
Acquisition of new operating lease right of use asset 174,943
Sale of AHR to Related Party 25,976,729
Loan Forgiveness - Related Party $ 228,557
v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

LiquidValue Development Inc. (the “Company”) was incorporated in the State of Nevada on December 10, 2009. On December 29, 2017, the Company, acquired Alset EHome Inc. (“Alset EHome”) by reverse merger. Alset EHome, a Delaware corporation, was formed on February 24, 2015. Alset EHome is principally engaged in developing, selling, managing, and leasing residential properties in the United States in current stage and may expand from residential properties to other property types, including but not limited to commercial and retail properties. The Company is 99.99% owned by SeD Intelligent Home Inc., which is wholly owned by Alset International Limited (“Alset International”), a multinational public company, listed on the Singapore Exchange Securities Trading Limited.

 

The Company’s current operations concentrate around land development projects, included in our only reporting segment – real estate. In determination of segments, the Company, together with its chief operating decision maker, who is also our Co-CEO, consider factors that include the nature of business activities, allocation of resources and management structure.

 

The Company was also in the business of renting homes, however, on December 9, 2022, Alset EHome entered into a Stock Purchase Agreement with Alset International Limited and Alset Inc., pursuant to which Alset EHome agreed to sell all of the shares of American Home REIT Inc., the company holding 112 rental properties, to Alset Inc. For further details on this transaction, refer to Note 4 to the Company’s Financial Statements – Related Party Transactions and Note 6 – Discontinued Operations.

 

Liquidity and Capital Resources

 

As of September 30, 2024, the Company had cash in the amount of $2,362,381, compared to $1,774,314 as of December 31, 2023.

 

Alset EHome’s Lakes at Black Oak project is a land sub-division development located north of Houston, Texas. Our Lakes at Black Oak project initially consisted of 162 acres; in January of 2021, this project was expanded with the purchase of an approximately 6.3-acre tract of land. The future development timeline of Lakes at Black Oak will be based on multiple conditions, including the amount of funds which may be raised from capital markets, the loans we may secure from third party financial institutions, and government reimbursements which may be received. The development will be step by step and expenses will be contingent on the amount of funding we will receive.

 

In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and generated approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. In addition, the Company is entitled to receive certain reimbursements in the year ended December 31, 2024 and 2025. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of 95 lots closed on January 4, 2024, generating approximately $5.0 million in revenue.

 

On July 1, 2024, the Company has closed the sale of 70 single-family detached residential lots comprising a section of Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

 

The Company has obtained a letter of financial support from Alset Inc., an indirect owner of the Company. Alset Inc. committed to provide any additional funding required by the Company and would not demand repayment for the next twelve months from the filing of this Form 10-Q. There is no guarantee that we will be able to execute on our plans as laid out above.

 

 

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

 

Principles of Consolidation

 

The condensed consolidated financial statements include all accounts of the following entities as of the reporting period ending dates and for the reporting periods as follows:

 

Name of consolidated subsidiary 

State or other

jurisdiction of

incorporation

or organization

 

Date of

incorporation

or formation

 

Attributable

interest

 
Alset EHome Inc.  Delaware  February 24, 2015   100%
SeD USA, LLC  Delaware  August 20, 2014   100%
150 Black Oak GP, Inc.  Texas  January 23, 2014   100%
SeD Development USA, Inc.  Delaware  March 13, 2014   100%
150 CCM Black Oak Ltd.  Texas  March 17, 2014   100%
SeD Ballenger, LLC  Delaware  July 7, 2015   100%
SeD Maryland Development, LLC  Delaware  October 16, 2014   83.55%
SeD Development Management, LLC  Delaware  June 18, 2015   85%
AHR Black Oak One, LLC  Delaware  September 29, 2021   100%

 

All intercompany balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

 

The Company’s subsidiary Alset Solar Inc. was closed on June 21, 2024. The Company’s subsidiary SeD REIT Inc. was closed on August 26, 2024. The Company’s subsidiary SeD Builder LLC was closed on September 2, 2024. The closing of these three companies did not have any effect on the Company’s financial statements.

 

As of September 30, 2024 and December 31, 2023, the aggregate non-controlling interest in Alset EHome Inc.’s subsidiaries was $64,090 and $79,959, respectively, which is separately disclosed in the Company’s condensed consolidated balance sheets.

 

Basis of Presentation

 

The Company’s condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America.

 

The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024. The Company assumes that the users of the interim financial information herein have read or have access to the audited consolidated financial statements for the preceding fiscal year and the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending December 31, 2024.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates.

 

 

Earnings (Loss) per Share

 

Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted income (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended September 30, 2024 or 2023.

 

Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of September 30, 2024 and December 31, 2023.

 

Restricted Cash

 

As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required to maintain a minimum of $2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit are outstanding as of September 30, 2024 and December 31, 2023. On March 15, 2022 approximately $2,300,000 was released from collateral. On December 14, 2023 additional $201,751 was released from collateral. As of September 30, 2024 and December 31, 2023, the total balance of this account was $107,847 and $107,767, respectively.

 

Reimbursement Receivable, Net

 

Reimbursement receivable includes developer reimbursements for the Lakes at Black Oak project. The Company expects that approximately $7.7 million of this receivable will be collected within the next twelve months. The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at September 30, 2024 and December 31, 2023.

 

 

Fixed Assets, Net

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives, which are 3 years.

 

Real Estate Assets

 

  Land Development Assets

 

Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with Financial Accounting Standards Board (“FASB”) ASC 805, “Business Combinations,” which acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold.

 

In addition to our annual assessment of potential triggering events in accordance with ASC 360, the Company applies a fair value-based impairment test to the net book value assets on an annual basis. The Company would also apply a fair value-based impairment test to the net book value assets in the interim if certain events or circumstances indicate that an impairment loss may have occurred.

 

The Company did not record impairment on any of its projects during the nine months ended on September 30, 2024 and September 30, 2023.

 

On October 28, 2022, 150 CCM Black Oak Ltd. (“Black Oak”), a Texas Limited Partnership and subsidiary of the Company, entered into a Contract for Purchase and Sale and Escrow Instructions (the “Century Agreement”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of the Century Agreement, Black Oak agreed to sell approximately 242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” On November 28, 2022, the parties to the Century Agreement entered into an amendment to the Century Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed that the Buyer would purchase approximately 131 single-family detached residential lots, instead of 242 lots. This transaction closed on April 13, 2023.

 

On March 16, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Rausch Coleman Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas limited liability company. Pursuant to the terms of the Rausch Coleman Agreement, Black Oak agreed to sell approximately 110 single-family detached residential lots which comprise a section of the Lakes at Black Oak. The transaction closed on May 15, 2023.

 

On March 17, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Davidson Agreement”) with Davidson Homes, LLC, an Alabama limited liability company. Pursuant to the terms of the Davidson Agreement, Black Oak agreed to sell approximately 189 single-family detached residential lots developed within section 2 of Lakes at Black Oak project. The sale of the first 94 lots closed on May 30, 2023. The sale of remaining lots closed on January 4, 2024.

 

On July 1, 2024, 150 CCM Black Oak Ltd., closed the sale of 70 single-family detached residential lots comprising a section of a residential community in Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

 

 

  Rental of Model Houses

 

In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas.

 

On July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On August 3, 2023, Black Oak entered into a development and construction agreement with Davidson to build a model house located in Montgomery County, Texas. On January 4, 2024, Black Oak sent $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. Model home lease commenced on January 1, 2024, lease term is twenty-four (24) full months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction costs and the contractor’s fee.

 

Revenue Recognition

 

  Land Development Revenue Recognition

 

ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

 

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. A detailed breakdown of the five-step process for the revenue recognition of our Lakes at Black Oak project, which earned majority of the Company’s revenue in the first nine months of 2024, is as follows:

 

  a. Identify the contract with a customer.

 

In the event of a sale the Company has signed agreements with the builders for developing the raw land ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided.

 

  b. Identify the performance obligations in the contract.

 

Performance obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met.

 

  c. Determine the transaction price.

 

The transaction price is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties.

 

  d. Allocate the transaction price to performance obligations in the contract.

 

Each lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated to.

 

  e. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue when title is transferred. The Company does not have further performance obligations once title is transferred. Revenue is recognized at a point in time.

 

  Rental Revenue Recognition

 

The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.

 

Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases.

 

 

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenue on the Company’s consolidated balance sheets.

 

Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. At September 30, 2024 and December 31, 2023, deferred revenue was $2,100 and $2,100, respectively.

 

Contract Assets and Contract Liabilities

 

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606.

 

Cost of Revenue

 

  Cost of Real Estate Sale

 

All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

 

If allocation of development costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

 

  Cost of Rental Revenue

 

Cost of rental revenue consists primarily of the costs associated with repairs and maintenance, depreciation, property taxes and other related administrative costs. Utility expenses are paid directly by tenants.

 

Recent Accounting Pronouncements

 

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

v3.24.3
CONCENTRATION OF CREDIT RISK
9 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATION OF CREDIT RISK

2. CONCENTRATION OF CREDIT RISK

 

The group maintains cash balances at various financial institutions. These balances are secured by the Federal Deposit Insurance Corporation. At times, these balances may exceed the federal insurance limits. At September 30, 2024 and December 31, 2023, uninsured cash and restricted cash balances were $1,658,293 and $634,808, respectively.

 

 

v3.24.3
NOTES PAYABLE
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

3. NOTES PAYABLE

 

M&T Bank Loans

 

On April 17, 2019, SeD Maryland Development LLC (“SeD Maryland”) entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000. The line of credit bore interest rate of LIBOR plus 375 basis points. SeD Maryland was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000. The L/C commission is 1.5% per annum on the face amount of the L/C. Other standard lender fees apply in the event L/C is drawn down. The loan was a revolving line of credit. The L/C Facility was not a revolving loan, and amounts advanced and repaid could not be re-borrowed. Repayment of the Loan Agreement was secured by $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. The loan has expired during 2022 and only L/C is outstanding as of September 30, 2024 and December 31, 2023. On March 15, 2022 approximately $2,300,000 was released from collateral, and on December 14, 2023 approximately $200,000 was released from collateral, leaving $107,847 as collateral for outstanding letters of credit as of September 30, 2024.

 

v3.24.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

4. RELATED PARTY TRANSACTIONS

 

Loan from SeD Home Limited (now known as Alset Solar Limited)

 

Alset EHome receives advances from SeD Home Limited (now known as Alset Solar Limited; a subsidiary of Alset International), to fund development and operation costs. The advances bear interest at 10% and are payable on demand. As of September 30, 2024 and December 31, 2023, Alset EHome had outstanding principal due of $0 and $0, respectively and accrued interest of $0 and $228,557, respectively. On September 30, 2024 the Company was forgiven the outstanding interest of $228,557. A gain was recorded in equity as a result of the loan’s extinguishment.

 

Loan to/from SeD Intelligent Home Inc.

 

The Company receives advances from or loans funds to SeD Intelligent Home, the owner of 99.99% of the Company. The advances or the loans bore interest of 18% until August 30, 2017 when the interest rate was adjusted to 5% and have no set repayment terms. During nine months ended September 30, 2024, the Company lent $2,443,692 to SeD Intelligent Home and received repayment of the full amount in the same period. Additionally, the Company borrowed $3,776,308 and repaid $6,370,659 of the loans from SeD Intelligent Home in the nine months ended September 30, 2024. On September 30, 2024, SeD Intelligent Home owed $1,844,280 to the Company. On December 31, 2023, the Company owed $868,301 to SeD Intelligent Home. During 2023, as part of the selling price of our subsidiary, American Home REIT Inc. (“AHR”), the Company was forgiven $13,900,000 of the loan. This forgiveness amount reduced our investment in AHR. For further details on this transaction, refer to Note 6 – Discontinued Operations.

 

Management Fees

 

MacKenzie Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director of the Company, has a consulting agreement with a majority-owned subsidiary of the Company. Pursuant to an agreement entered into in June of 2022, as supplemented in August 2023, the Company’s subsidiary pays $25,000 per month to MacKenzie Equity Partners, LLC for consulting services. In addition, MacKenzie Equity Partners, LLC has been paid certain bonuses, including (i) a sum of $50,000 in June 2022; (ii) a sum of $50,000 in August 2023; (iii) a sum of $50,000 in December 2023; and (iv) a sum of $60,000 in June 2024.

 

The Company incurred expenses of $75,000 and $285,000 in the three and nine months ended September 30, 2024, respectively, and $75,000 and $275,000 in the three and nine months ended September 30, 2023, respectively, which were capitalized as part of Real Estate on the balance sheet as the services relate to property and project management. On September 30, 2024 and December 31, 2023, the Company owed this related party $27,535 and $27,535, respectively. These amounts are included in Accounts Payable in the accompanying consolidated balance sheets.

 

Advances to Alset Inc.

 

The Company provides working capital advances for Alset Inc., a related party under the common control of Chan Heng Fai, the Co-CEO of the Company. The advances are interest free with no set repayment terms. On September 30, 2024 and December 31, 2023, the balance of these advances was $85,295 and $21,212, respectively.

 

 

Sale of Rental Business

 

On December 9, 2022, Alset EHome Inc., entered into an agreement with Alset International Limited and Alset Inc. pursuant to which Alset EHome Inc. agreed to sell its subsidiary American Home REIT Inc., which owns 112 single-family rental homes, to Alset Inc. The closing of the transaction contemplated by this agreement was completed on January 13, 2023.

 

Alset EHome Inc. sold AHR for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note in the amount of $11,350,933 and a cash payment of $1,000,000. This purchase price represents the book value of AHR as of November 30, 2022. The closing of this transaction was approved by the stockholders of Alset International Limited. The difference between the selling price and AHR’s book value on the date of sale of $274,204 was recorded as additional paid in capital, considering that it was a related party transaction. The promissory note carries interest rate of 7.2% and matures on January 13, 2028. The Company accrued $1,401,669 and $788,159 interest on note receivable from Alset Inc. on September 30, 2024 and December 31, 2023, respectively. During the three months ended on September 30, 2024 and 2023, we recognized interest income of $205,996 and $205,996, respectively. During the nine months ended on September 30, 2024 and 2023, we recognized interest income of $613,510 and $582,163, respectively.

 

Alset Inc. owns 85.5% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of the Company. Certain members of the Company’s Board of Directors and management are also members of the Board of Directors and management of each Alset International Limited and Alset Inc. Chan Heng Fai, the Chairman, Chief Executive Officer and majority stockholder of Alset Inc., is also the Chairman and Chief Executive Officer of both the Company and Alset International Limited; Chan Tung Moe is the Co-Chief Executive Officer and a member of the Board of Directors of Alset Inc., Alset International Limited and the Company; and Charles MacKenzie, a director of the Company, is also an officer of Alset Inc.

 

v3.24.3
STOCKHOLDERS’ EQUITY
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

5. STOCKHOLDERS’ EQUITY

 

As of September 30, 2024 and December 31, 2023, there were 704,043,324 shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.

 

v3.24.3
DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

6. DISCONTINUED OPERATIONS

 

On December 9, 2022 Alset EHome Inc., a subsidiary of the Company, entered into stock purchase agreement with Alset International Limited and Alset Inc., pursuant to which Alset Inc. agreed to purchase all of the outstanding shares of American Home REIT Inc., a wholly owned subsidiary of Alset EHome Inc. American Home REIT Inc. is the owner of 112 rental homes. Alset EHome Inc. is a majority-owned, indirect subsidiary of Alset International Limited, while Alset International Limited is a majority-owned, indirect subsidiary of Alset Inc. The purchase price of the transaction was established at $26,250,933. Pursuant to the stock purchase agreement the purchase price should be satisfied by (i) a cash payment from Alset Inc. to Alset EHome Inc. of $1,000,000 in immediate available funds; (ii) the offset of amount owned by Alset International Limited to Alset Inc. in the amount of $13,900,000, and simultaneously Alset International Limited will offset the same amount owed by Alset EHome Inc. to Alset International Limited in an the same amount; and (iii) the issuance of the Promissory Note by Alset Inc. to Alset EHome Inc. in the amount of $11,350,933. The closing of this sale was subject to the approval of shareholders of Alset International Limited. The difference between the selling price and AHR’s book value on the date of sale of $274,204 was recorded as additional paid in capital, considering that it was a related party transaction. The Company accrued $1,401,669 and $788,159 interest on note receivable from Alset Inc. on September 30, 2024 and December 31, 2023, respectively. During the three months ended on September 30, 2024 and 2023, we recognized interest income of $205,996 and $205,996, respectively. During the nine months ended on September 30, 2024 and 2023, we recognized interest income of $613,510 and $582,163, respectively.

 

Under ASU 2014-08, a disposal transaction meets the definition of a discontinued operation if all of the following criteria are met:

 

  1. The disposal group constitutes a component of an entity or a group of components of an entity.
     
  2. The component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale, or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff”).
     
  3. The disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results”.

 

 

American Home REIT Inc., is the owner of all rental properties of the Company’s rental business. The transaction described above is a disposal by sale and has a major effect on our financial results. Since it meets all of the test criteria set forth above, we have treated this disposal transaction as a discontinued operations in our financial statements.

 

The closing of this transaction was completed on January 13, 2023.

 

The aggregate financial results of discontinued operations were as follows:

 

   Nine Months Ended
September 30,
2024
   Nine Months Ended
September 30,
2023
 
         
Rental Revenue  $-   $81,767 
                                        
Expenses         
General and Administrative   -    31,315 
Cost of Revenues   -    31,506 
Depreciation Expense   -    29,121 
           
Total Operating Expenses   -    91,942 
          
Loss From Operations   -    (10,175)
           
Loss from Discontinued Operations  $-   $(10,175)

 

The cash flows attributable to the discontinued operations are as follows:

 

   Nine Months Ended
September 30,
2024
   Nine Months Ended
September 30,
2023
 
Cash Flows Attributable to Discontinued Operations        
Operating  $-   $10,175 
Investing           -            - 
Financing   -    - 
Net Change in Cash  $-   $10,175 

 

v3.24.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

 

Leases

 

The Company leases office space in Maryland. The lease for the Company’s Texas office was terminated on January 31, 2023 while the lease of the Company’s Maryland office expires on March 31, 2027. The monthly rental payments ranged between $2,335 and $8,143, respectively. Rent expense was $16,753 and $21,512 for the three months ended September 30, 2024 and 2023, respectively. Rent expense was $55,019 and $67,104 for the nine months ended September 30, 2024 and 2023, respectively. Total cash paid for operating leases was $19,561 and $23,776 for the three months ended September 30, 2024 and 2023, respectively. Total cash paid for operating leases was $50,511 and $73,663 for the nine months ended September 30, 2024 and 2023, respectively. The Company renewed its office lease in Maryland, effective on March 31, 2024, with the renewal term starting from April 1, 2024 to March 31, 2027 and a new monthly rental payment of $6,520 in 2024.

 

 

The balance of the operating lease right-of-use asset and operating lease liability as of September 30, 2024 was $147,751 and $155,178, respectively. The balance of the operating lease right-of-use asset and operating lease liability as of December 31, 2023 was $27,622 and $22,397, respectively.

 

The below table summarizes future payments due under these leases as of September 30, 2024.

 

For the Years Ending September 30:

 

SCHEDULE OF FUTURE PAYMENTS DUE UNDER LEASES

      
2025  $65,922 
2026   67,738 
2027   41,304 
Total Minimum Lease Payments  $174,964 
Less: Effect of Discounting   (19,786)
Present Value of Future Minimum Lease Payments   155,178 
Less: Current Obligation under Lease   55,189 
Long-term Lease Obligation  $99,989 

 

The Company’s weighted-average remaining lease term relating to its operating leases is 2.5 years, with a weighted-average discount rate of 7.22%.

 

Lot Sale Agreements

 

  Ballenger Project

 

Certain arrangements for the sale of buildable lots to NVR required the Company to credit NVR with an amount equal to one year of the FFB assessment. Under ASC 606, the credits to NVR are not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized as the reduction of revenue. As of September 30, 2024 and December 31, 2023, the accrued balance due to NVR was $189,475 and $189,475, respectively.

 

  Lakes at Black Oak Project

 

  - Agreement to Sell 142 Lots and 63 Lots

 

On November 13, 2023, 150 CCM Black Oak Ltd., entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, Black Oak has agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the Lakes at Black Oak. The selling price of these lots is anticipated to equal approximately $7.4 million. Pursuant to the other Agreement, Black Oak has agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”). Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The closing of the transactions described above depends on the satisfaction of certain conditions. The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million.

 

v3.24.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

 

On October 10, 2024, Black Oak closed the sale of 72 single-family detached residential lots comprising a section of the Lakes at Black Oak to Century Land Holdings of Texas, LLC pursuant to its November 13, 2023 Contract for Purchase and Sale and Escrow Instructions pertaining to the Lakes at Black Oak (the “Agreement”). The 72 lots covered by the aforementioned closing constitute the remainder of the lots contemplated by the Agreement. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million.

v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Nature of Operations

Nature of Operations

 

LiquidValue Development Inc. (the “Company”) was incorporated in the State of Nevada on December 10, 2009. On December 29, 2017, the Company, acquired Alset EHome Inc. (“Alset EHome”) by reverse merger. Alset EHome, a Delaware corporation, was formed on February 24, 2015. Alset EHome is principally engaged in developing, selling, managing, and leasing residential properties in the United States in current stage and may expand from residential properties to other property types, including but not limited to commercial and retail properties. The Company is 99.99% owned by SeD Intelligent Home Inc., which is wholly owned by Alset International Limited (“Alset International”), a multinational public company, listed on the Singapore Exchange Securities Trading Limited.

 

The Company’s current operations concentrate around land development projects, included in our only reporting segment – real estate. In determination of segments, the Company, together with its chief operating decision maker, who is also our Co-CEO, consider factors that include the nature of business activities, allocation of resources and management structure.

 

The Company was also in the business of renting homes, however, on December 9, 2022, Alset EHome entered into a Stock Purchase Agreement with Alset International Limited and Alset Inc., pursuant to which Alset EHome agreed to sell all of the shares of American Home REIT Inc., the company holding 112 rental properties, to Alset Inc. For further details on this transaction, refer to Note 4 to the Company’s Financial Statements – Related Party Transactions and Note 6 – Discontinued Operations.

 

Liquidity and Capital Resources

Liquidity and Capital Resources

 

As of September 30, 2024, the Company had cash in the amount of $2,362,381, compared to $1,774,314 as of December 31, 2023.

 

Alset EHome’s Lakes at Black Oak project is a land sub-division development located north of Houston, Texas. Our Lakes at Black Oak project initially consisted of 162 acres; in January of 2021, this project was expanded with the purchase of an approximately 6.3-acre tract of land. The future development timeline of Lakes at Black Oak will be based on multiple conditions, including the amount of funds which may be raised from capital markets, the loans we may secure from third party financial institutions, and government reimbursements which may be received. The development will be step by step and expenses will be contingent on the amount of funding we will receive.

 

In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet and generated approximately $23 million of funds from operations, not including certain expenses that the Company was required to pay. In addition, the Company is entitled to receive certain reimbursements in the year ended December 31, 2024 and 2025. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of 95 lots closed on January 4, 2024, generating approximately $5.0 million in revenue.

 

On July 1, 2024, the Company has closed the sale of 70 single-family detached residential lots comprising a section of Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

 

The Company has obtained a letter of financial support from Alset Inc., an indirect owner of the Company. Alset Inc. committed to provide any additional funding required by the Company and would not demand repayment for the next twelve months from the filing of this Form 10-Q. There is no guarantee that we will be able to execute on our plans as laid out above.

 

 

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

 

Principles of Consolidation

Principles of Consolidation

 

The condensed consolidated financial statements include all accounts of the following entities as of the reporting period ending dates and for the reporting periods as follows:

 

Name of consolidated subsidiary 

State or other

jurisdiction of

incorporation

or organization

 

Date of

incorporation

or formation

 

Attributable

interest

 
Alset EHome Inc.  Delaware  February 24, 2015   100%
SeD USA, LLC  Delaware  August 20, 2014   100%
150 Black Oak GP, Inc.  Texas  January 23, 2014   100%
SeD Development USA, Inc.  Delaware  March 13, 2014   100%
150 CCM Black Oak Ltd.  Texas  March 17, 2014   100%
SeD Ballenger, LLC  Delaware  July 7, 2015   100%
SeD Maryland Development, LLC  Delaware  October 16, 2014   83.55%
SeD Development Management, LLC  Delaware  June 18, 2015   85%
AHR Black Oak One, LLC  Delaware  September 29, 2021   100%

 

All intercompany balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

 

The Company’s subsidiary Alset Solar Inc. was closed on June 21, 2024. The Company’s subsidiary SeD REIT Inc. was closed on August 26, 2024. The Company’s subsidiary SeD Builder LLC was closed on September 2, 2024. The closing of these three companies did not have any effect on the Company’s financial statements.

 

As of September 30, 2024 and December 31, 2023, the aggregate non-controlling interest in Alset EHome Inc.’s subsidiaries was $64,090 and $79,959, respectively, which is separately disclosed in the Company’s condensed consolidated balance sheets.

 

Basis of Presentation

Basis of Presentation

 

The Company’s condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America.

 

The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2023, filed on April 1, 2024. The Company assumes that the users of the interim financial information herein have read or have access to the audited consolidated financial statements for the preceding fiscal year and the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending December 31, 2024.

 

Use of Estimates

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates.

 

 

Earnings (Loss) per Share

Earnings (Loss) per Share

 

Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted income (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended September 30, 2024 or 2023.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of September 30, 2024 and December 31, 2023.

 

Restricted Cash

Restricted Cash

 

As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required to maintain a minimum of $2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit are outstanding as of September 30, 2024 and December 31, 2023. On March 15, 2022 approximately $2,300,000 was released from collateral. On December 14, 2023 additional $201,751 was released from collateral. As of September 30, 2024 and December 31, 2023, the total balance of this account was $107,847 and $107,767, respectively.

 

Reimbursement Receivable, Net

Reimbursement Receivable, Net

 

Reimbursement receivable includes developer reimbursements for the Lakes at Black Oak project. The Company expects that approximately $7.7 million of this receivable will be collected within the next twelve months. The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at September 30, 2024 and December 31, 2023.

 

 

Fixed Assets, Net

Fixed Assets, Net

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives, which are 3 years.

 

Real Estate Assets

Real Estate Assets

 

  Land Development Assets

 

Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with Financial Accounting Standards Board (“FASB”) ASC 805, “Business Combinations,” which acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold.

 

In addition to our annual assessment of potential triggering events in accordance with ASC 360, the Company applies a fair value-based impairment test to the net book value assets on an annual basis. The Company would also apply a fair value-based impairment test to the net book value assets in the interim if certain events or circumstances indicate that an impairment loss may have occurred.

 

The Company did not record impairment on any of its projects during the nine months ended on September 30, 2024 and September 30, 2023.

 

On October 28, 2022, 150 CCM Black Oak Ltd. (“Black Oak”), a Texas Limited Partnership and subsidiary of the Company, entered into a Contract for Purchase and Sale and Escrow Instructions (the “Century Agreement”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of the Century Agreement, Black Oak agreed to sell approximately 242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” On November 28, 2022, the parties to the Century Agreement entered into an amendment to the Century Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed that the Buyer would purchase approximately 131 single-family detached residential lots, instead of 242 lots. This transaction closed on April 13, 2023.

 

On March 16, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Rausch Coleman Agreement”) with Rausch Coleman Homes Houston, LLC, a Texas limited liability company. Pursuant to the terms of the Rausch Coleman Agreement, Black Oak agreed to sell approximately 110 single-family detached residential lots which comprise a section of the Lakes at Black Oak. The transaction closed on May 15, 2023.

 

On March 17, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Davidson Agreement”) with Davidson Homes, LLC, an Alabama limited liability company. Pursuant to the terms of the Davidson Agreement, Black Oak agreed to sell approximately 189 single-family detached residential lots developed within section 2 of Lakes at Black Oak project. The sale of the first 94 lots closed on May 30, 2023. The sale of remaining lots closed on January 4, 2024.

 

On July 1, 2024, 150 CCM Black Oak Ltd., closed the sale of 70 single-family detached residential lots comprising a section of a residential community in Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

 

 

  Rental of Model Houses

 

In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas.

 

On July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On August 3, 2023, Black Oak entered into a development and construction agreement with Davidson to build a model house located in Montgomery County, Texas. On January 4, 2024, Black Oak sent $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. Model home lease commenced on January 1, 2024, lease term is twenty-four (24) full months and annual base rent equals to twelve percentage (12%) of the total of the final cost of construction costs and the contractor’s fee.

 

Revenue Recognition

Revenue Recognition

 

  Land Development Revenue Recognition

 

ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

 

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. A detailed breakdown of the five-step process for the revenue recognition of our Lakes at Black Oak project, which earned majority of the Company’s revenue in the first nine months of 2024, is as follows:

 

  a. Identify the contract with a customer.

 

In the event of a sale the Company has signed agreements with the builders for developing the raw land ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided.

 

  b. Identify the performance obligations in the contract.

 

Performance obligations of the Company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met.

 

  c. Determine the transaction price.

 

The transaction price is fixed and specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties.

 

  d. Allocate the transaction price to performance obligations in the contract.

 

Each lot or a group of lots is considered to be a separate performance obligation, for which the specified price in the contract is allocated to.

 

  e. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue when title is transferred. The Company does not have further performance obligations once title is transferred. Revenue is recognized at a point in time.

 

  Rental Revenue Recognition

 

The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.

 

Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases.

 

 

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenue on the Company’s consolidated balance sheets.

 

Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. At September 30, 2024 and December 31, 2023, deferred revenue was $2,100 and $2,100, respectively.

 

Contract Assets and Contract Liabilities

Contract Assets and Contract Liabilities

 

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606.

 

Cost of Revenue

Cost of Revenue

 

  Cost of Real Estate Sale

 

All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

 

If allocation of development costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

 

  Cost of Rental Revenue

 

Cost of rental revenue consists primarily of the costs associated with repairs and maintenance, depreciation, property taxes and other related administrative costs. Utility expenses are paid directly by tenants.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF ACCOUNTS OF ENTITIES

The condensed consolidated financial statements include all accounts of the following entities as of the reporting period ending dates and for the reporting periods as follows:

 

Name of consolidated subsidiary 

State or other

jurisdiction of

incorporation

or organization

 

Date of

incorporation

or formation

 

Attributable

interest

 
Alset EHome Inc.  Delaware  February 24, 2015   100%
SeD USA, LLC  Delaware  August 20, 2014   100%
150 Black Oak GP, Inc.  Texas  January 23, 2014   100%
SeD Development USA, Inc.  Delaware  March 13, 2014   100%
150 CCM Black Oak Ltd.  Texas  March 17, 2014   100%
SeD Ballenger, LLC  Delaware  July 7, 2015   100%
SeD Maryland Development, LLC  Delaware  October 16, 2014   83.55%
SeD Development Management, LLC  Delaware  June 18, 2015   85%
AHR Black Oak One, LLC  Delaware  September 29, 2021   100%
v3.24.3
DISCONTINUED OPERATIONS (Tables)
9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF DISCONTINUED OPERATIONS

The aggregate financial results of discontinued operations were as follows:

 

   Nine Months Ended
September 30,
2024
   Nine Months Ended
September 30,
2023
 
         
Rental Revenue  $-   $81,767 
                                        
Expenses         
General and Administrative   -    31,315 
Cost of Revenues   -    31,506 
Depreciation Expense   -    29,121 
           
Total Operating Expenses   -    91,942 
          
Loss From Operations   -    (10,175)
           
Loss from Discontinued Operations  $-   $(10,175)

 

The cash flows attributable to the discontinued operations are as follows:

 

   Nine Months Ended
September 30,
2024
   Nine Months Ended
September 30,
2023
 
Cash Flows Attributable to Discontinued Operations        
Operating  $-   $10,175 
Investing           -            - 
Financing   -    - 
Net Change in Cash  $-   $10,175 
v3.24.3
COMMITMENTS AND CONTINGENCIES (Tables)
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
SCHEDULE OF FUTURE PAYMENTS DUE UNDER LEASES

The below table summarizes future payments due under these leases as of September 30, 2024.

 

For the Years Ending September 30:

 

SCHEDULE OF FUTURE PAYMENTS DUE UNDER LEASES

      
2025  $65,922 
2026   67,738 
2027   41,304 
Total Minimum Lease Payments  $174,964 
Less: Effect of Discounting   (19,786)
Present Value of Future Minimum Lease Payments   155,178 
Less: Current Obligation under Lease   55,189 
Long-term Lease Obligation  $99,989 
v3.24.3
SCHEDULE OF ACCOUNTS OF ENTITIES (Details)
9 Months Ended
Sep. 30, 2024
Subsidiary One [Member]  
Name of consolidated subsidiary Alset EHome Inc.
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Feb. 24, 2015
Attributable interest 100.00%
Subsidiary Two [Member]  
Name of consolidated subsidiary SeD USA, LLC
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Aug. 20, 2014
Attributable interest 100.00%
Subsidiary Three [Member]  
Name of consolidated subsidiary 150 Black Oak GP, Inc.
State or other jurisdiction of incorporation or organization Texas
Date of incorporation or formation Jan. 23, 2014
Attributable interest 100.00%
Subsidiary Four [Member]  
Name of consolidated subsidiary SeD Development USA, Inc.
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Mar. 13, 2014
Attributable interest 100.00%
Subsidiary Five [Member]  
Name of consolidated subsidiary 150 CCM Black Oak Ltd.
State or other jurisdiction of incorporation or organization Texas
Date of incorporation or formation Mar. 17, 2014
Attributable interest 100.00%
Subsidiary Six [Member]  
Name of consolidated subsidiary SeD Ballenger, LLC
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Jul. 07, 2015
Attributable interest 100.00%
Subsidiary Seven [Member]  
Name of consolidated subsidiary SeD Maryland Development, LLC
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Oct. 16, 2014
Attributable interest 83.55%
Subsidiary Eight [Member]  
Name of consolidated subsidiary SeD Development Management, LLC
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Jun. 18, 2015
Attributable interest 85.00%
Subsidiary Nine [Member]  
Name of consolidated subsidiary AHR Black Oak One, LLC
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Sep. 29, 2021
Attributable interest 100.00%
v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
6 Months Ended 9 Months Ended
Jul. 01, 2024
USD ($)
Integer
Jan. 04, 2024
USD ($)
Integer
Dec. 14, 2023
USD ($)
Nov. 13, 2023
Integer
Mar. 15, 2022
USD ($)
Jun. 30, 2023
USD ($)
Integer
Sep. 30, 2024
USD ($)
a
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2021
a
Jan. 13, 2021
a
Apr. 17, 2019
USD ($)
Cash             $ 2,362,381 $ 1,774,314 $ 945,764      
Area of land | a             162     19.5 6.3  
Proceeds from funds operations             $ 23,000,000          
Number of lots | Integer 70 95   63   335            
Revenue   $ 5,000,000.0       $ 18,100,000            
Proceeda from sale of land $ 3,800,000                      
Minority interest             64,090 79,959        
Cash equivalents             0 0        
Restricted cash             107,847 107,767 $ 309,450      
Reimbursement receivable             $ 7,700,000          
Property and equipment, estimated useful lives             3 years          
Lease renewal term             1 year          
Deferred revenue             $ 2,100 $ 2,100        
150 CCM Black Oak Ltd [Member]                        
Reimbursement for final construction cost   $ 220,076                    
Lease term   24 months                    
Rent percentage based on construction costs   12.00%                    
M&T Bank Loans [Member] | Development Loan Agreement [Member]                        
Collateral, interest-bearing account                       $ 2,600,000
Collateral amount released     $ 201,751   $ 2,300,000              
SeD Intelligent Home Inc. [Member]                        
Ownership percentage             99.99%          
v3.24.3
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Risks and Uncertainties [Abstract]    
Uninsured cash balances $ 1,658,293 $ 634,808
v3.24.3
NOTES PAYABLE (Details Narrative) - M&T Bank Loans [Member] - Development Loan Agreement [Member] - USD ($)
Dec. 14, 2023
Mar. 15, 2022
Apr. 17, 2019
Sep. 30, 2024
Short-Term Debt [Line Items]        
Repayment of the loan     $ 2,600,000  
Collateral amount $ 201,751 $ 2,300,000    
SeD Maryland Development LLC [Member]        
Short-Term Debt [Line Items]        
Debt principal amount     8,000,000  
Cumulative loan advance amount     $ 18,500,000  
Line of credit bore interest rate, description     LIBOR plus 375 basis points.  
Repayment of the loan     $ 2,600,000  
Collateral amount $ 200,000 $ 2,300,000    
SeD Maryland Development LLC [Member] | Letter of Credit [Member]        
Short-Term Debt [Line Items]        
Letter of credit aggregate amount     $ 900,000  
Line of credit facility interest rate     1.50%  
Collateral amount outstanding       $ 107,847
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 09, 2022
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]              
[custom:ForgivenessOfLoanByRelatedParty]         $ 228,557  
Promissory note receivable related party         2,443,692  
Repayment from promissory note receivable related party         2,443,692  
Due from related parties   $ 7,700,000     $ 7,700,000    
Gain on disposal of subsidiary recorded in Additional paid in capital       $ 274,204      
SeD Intelligent Home Inc. [Member]              
Related Party Transaction [Line Items]              
Promissory note interest rate   18.00%     18.00%    
Due to related party   $ 1,844,280     $ 1,844,280   $ 868,301
Ownership percentage   99.99%     99.99%    
Debt instrument interest rate adjusted percentage   5.00%     5.00%    
Borrowed amount         $ 3,776,308    
Repaid amount         $ 6,370,659    
American Home REIT Inc [Member]              
Related Party Transaction [Line Items]              
Forgiven loan             13,900,000
Alset Inc [Member]              
Related Party Transaction [Line Items]              
Ownership percentage   85.50%     85.50%    
Alset International [Member]              
Related Party Transaction [Line Items]              
Ownership percentage   99.90%     99.90%    
MacKenzie Equity Partners LLC [Member] | Consulting Agreement [Member]              
Related Party Transaction [Line Items]              
Due to related party   $ 27,535     $ 27,535   27,535
Consulting service         $ 25,000    
Related party transaction, description         (i) a sum of $50,000 in June 2022; (ii) a sum of $50,000 in August 2023; (iii) a sum of $50,000 in December 2023; and (iv) a sum of $60,000 in June 2024.    
Management fees   75,000 $ 75,000   $ 285,000 275,000  
Alset Inc [Member]              
Related Party Transaction [Line Items]              
Due from related parties   85,295     85,295   21,212
Accrued interest on note receivable   1,401,669     1,401,669   788,159
Interest income   $ 205,996 $ 205,996   $ 613,510 $ 582,163  
Alset EHome Inc [Member] | SeD Home Limited [Member]              
Related Party Transaction [Line Items]              
Promissory note interest rate   10.00%     10.00%    
Due to related party   $ 0     $ 0   0
Interest Payable, Current   $ 0     $ 0   $ 228,557
Alset EHome Inc [Member] | Alset Inc [Member] | American Home REIT Inc [Member]              
Related Party Transaction [Line Items]              
Promissory note interest rate 7.20%            
Consideration amount $ 26,250,933            
Debt forgiveness consideration 13,900,000            
Promissory note consideration 11,350,933            
Cash consideration 1,000,000            
Gain on disposal of subsidiary recorded in Additional paid in capital $ 274,204            
Maturity date Jan. 13, 2028            
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Equity [Abstract]    
Common stock, shares issued 704,043,324 704,043,324
Common stock, shares outstanding 704,043,324 704,043,324
Common stock, par value $ 0.001 $ 0.001
v3.24.3
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows Attributable to Discontinued Operations    
Operating $ 10,175
Investing
Financing
Discontinued Operations, Disposed of by Sale [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Rental Revenue 81,767
General and Administrative 31,315
Cost of Revenues 31,506
Depreciation Expense 29,121
Total Operating Expenses 91,942
Loss From Operations (10,175)
Loss from Discontinued Operations (10,175)
Cash Flows Attributable to Discontinued Operations    
Operating 10,175
Investing
Financing
Net Change in Cash $ 10,175
v3.24.3
DISCONTINUED OPERATIONS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Dec. 09, 2022
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]              
Gain on disposal of subsidiary recorded in additional paid in capital       $ 274,204      
Alset Inc [Member]              
Restructuring Cost and Reserve [Line Items]              
Accrued interest on note receivable   $ 1,401,669     $ 1,401,669   $ 788,159
Interest income   $ 205,996 $ 205,996   $ 613,510 $ 582,163  
American Home REIT Inc [Member] | Alset EHome Inc [Member] | Alset Inc [Member]              
Restructuring Cost and Reserve [Line Items]              
Consideration amount $ 26,250,933            
Cash consideration 1,000,000            
Debt forgiveness consideration 13,900,000            
Promissory note consideration 11,350,933            
Gain on disposal of subsidiary recorded in additional paid in capital $ 274,204            
v3.24.3
SCHEDULE OF FUTURE PAYMENTS DUE UNDER LEASES (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
2025 $ 65,922  
2026 67,738  
2027 41,304  
Total Minimum Lease Payments 174,964  
Less: Effect of Discounting (19,786)  
Present Value of Future Minimum Lease Payments 155,178 $ 22,397
Less: Current Obligation under Lease 55,189  
Long-term Lease Obligation $ 99,989  
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative)
3 Months Ended 6 Months Ended 9 Months Ended
Jul. 01, 2024
USD ($)
Integer
Jan. 04, 2024
Integer
Nov. 13, 2023
USD ($)
Integer
Sep. 30, 2024
USD ($)
a
Sep. 30, 2023
USD ($)
Jun. 30, 2023
Integer
Sep. 30, 2024
USD ($)
a
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2021
a
Jan. 13, 2021
a
Loss Contingencies [Line Items]                      
Lease expiration date             Mar. 31, 2027        
Payments for rent       $ 16,753 $ 21,512   $ 55,019 $ 67,104      
Operating leases       19,561 $ 23,776   $ 50,511 $ 73,663      
Lease renewal description             The Company renewed its office lease in Maryland, effective on March 31, 2024, with the renewal term starting from April 1, 2024 to March 31, 2027        
Operating lease right-of-use asset       147,751     $ 147,751   $ 27,622    
Operating lease liability       $ 155,178     $ 155,178   22,397    
Weighted-average remaining lease term       2 years 6 months     2 years 6 months        
Weighted-average discount rate       7.22%     7.22%        
Land available for sale     $ 7,400,000                
Number of lots | Integer 70 95 63     335          
Area of land | a       162     162     19.5 6.3
Proceeds from sale of land $ 3,800,000                    
Section Four Agreement [Member]                      
Loss Contingencies [Line Items]                      
Number of lots | Integer     63                
NVR, Inc. [Member] | Related Party [Member]                      
Loss Contingencies [Line Items]                      
Due to related party       $ 189,475     $ 189,475   $ 189,475    
April 1 2024 to March 31 2027 [Member]                      
Loss Contingencies [Line Items]                      
Payments for rent             6,520        
Minimum [Member]                      
Loss Contingencies [Line Items]                      
Payments for rent             2,335        
Maximum [Member]                      
Loss Contingencies [Line Items]                      
Payments for rent             $ 8,143        
v3.24.3
SUBSEQUENT EVENTS (Details Narrative)
$ in Millions
6 Months Ended
Oct. 10, 2024
USD ($)
Integer
Jul. 01, 2024
USD ($)
Integer
Jan. 04, 2024
Integer
Nov. 13, 2023
Integer
Jun. 30, 2023
Integer
Subsequent Event [Line Items]          
Number of lots | Integer   70 95 63 335
Proceeds from sale of land | $   $ 3.8      
Subsequent Event [Member] | Agreement [Member]          
Subsequent Event [Line Items]          
Number of lots | Integer 72        
Proceeds from sale of land | $ $ 3.9        

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