Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended 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 _____

Commission File Number: 001-41037

SOCIETY PASS INCORPORATED

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices)

(+65) 6518-9385

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

Yes ☐ No ☒

As of November 14, 2024, there were 3,645,689 shares of the registrant's common stock, $0.0001 par value, outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three and Nine Months ended September 30, 2024 and 2023	2
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	72
Item 4.	Controls and Procedures	72
PART II	OTHER INFORMATION	73
Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	73
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	73
Item 4.	Mining Safety Disclosure	73
Item 5.	Other Information	73
Item 6.	Exhibits	74
SIGNATURES	75

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

(Currency expressed in United States Dollars ("US$"))

		September 30, 2024			December 31, 2023
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents		$	4,220,371			$	3,628,670
Restricted cash			54,100				95,312
Accounts receivable, net			764,254				1,338,170
Inventories			294,487				431,483
Contract assets			607,117				247,368
Deposits, prepayments and other receivables			3,807,758				2,207,774
Deferred tax assets			64,116				149,858
Total current assets			9,812,203				8,098,635
Non-current assets:
Intangible assets, net			5,654,113				6,081,728
Goodwill			88,197				88,197
Construction in progress			9,826				-
Plant and equipment, net			502,206				686,658
Right of use assets, net			917,836				1,407,956
Total non-current assets			7,172,178				8,264,539
TOTAL ASSETS		$	16,984,381			$	16,363,174
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payables		$	2,944,355			$	1,690,651
Contract liabilities			1,326,384				1,265,753
Accrued liabilities and other payables			10,746,831				6,866,169
Due to related parties			2,388				9,900
Deferred tax liabilities			69,000				69,000
Operating lease liabilities			431,113				563,276
Loans			421,614				21,313
Total current liabilities			15,941,685				10,486,062
Non-current liabilities:
Operating lease liabilities			489,375				847,950
TOTAL LIABILITIES			16,431,060				11,334,012
COMMITMENTS AND CONTINGENCIES
Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,916,500 and 4,916,500 shares undesignated as of September 30, 2024 and December 31, 2023, respectively
Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			-				-
Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			-				-
Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			-				-
Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively, net of issuance cost			-				-
Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively, net of issuance cost			-				-
SHAREHOLDERS' EQUITY
Series X Super Voting Preferred Stock, $0.0001 par value, 153,500 shares designated; 153,500 and 3,500 Series X shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			15				-
Common shares; $0.0001 par value, 6,333,333 shares authorized; 3,645,689 and 2,217,491 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			365				222
Subscription receivable			(233,000	)			-
Additional paid-in capital			107,970,020				105,606,538
Less: Common shares held in treasury, at cost; 51,902 and 74,107 shares as of September 30, 2024 and December 31, 2023			(54,928	)			(785,525	)
Accumulated other comprehensive loss			(729,339	)			(242,129	)
Accumulated deficit			(106,090,558	)			(99,272,691	)
Total equity attributable to Society Pass Incorporated			862,575				5,306,415
Non-controlling interest			(309,254	)			(277,253	)
TOTAL EQUITY			553,321				5,029,162
TOTAL LIABILITIES AND EQUITY		$	16,984,381			$	16,363,174

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

OTHER COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars ("US$"))

		Three months ended September 30,			Nine months ended September 30,
		2024			2023			2024			2023
Revenue, net
Sales - online ordering		$	4,931				87,201			$	29,360			$	456,972
Sales - digital marketing			1,461,480				1,784,695				4,542,073				4,579,429
Sales - online ticketing and reservation			208,873				390,384				650,480				1,433,133
Sales - data			106				2,977				4,849				23,648
Software sales			504				3,809				6,721				5,696
Total revenue			1,675,894				2,269,066				5,233,483				6,498,878
Cost of revenue:
Cost of online ordering			(6,650	)			(77,061	)			(33,281	)			(436,796	)
Cost of digital marketing			(1,298,566	)			(1,457,213	)			(3,802,729	)			(3,728,058	)
Cost of online ticketing and reservation			-				(110,862	)			-				(282,406	)
Cost of data			2,995				(7,055	)			(47,065	)			(40,409	)
Software sales			(8,027	)			(54,311	)			(27,808	)			(185,249	)
Total cost of revenue			(1,310,248	)			(1,706,502	)			(3,910,883	)			(4,672,918	)
Gross income			365,646				562,564				1,322,600				1,825,960
Operating expenses:
Sales and marketing expenses			(40,263	)			(236,874	)			(311,096	)			(466,252	)
Software development costs			(13,635	)			(12,649	)			(40,972	)			(41,777	)
General and administrative expenses			(1,486,362	)			(4,455,546	)			(7,192,001	)			(14,326,481	)
Total operating expenses			(1,540,260	)			(4,705,069	)			(7,544,069	)			(14,834,510	)
Loss from operations			(1,174,614	)			(4,142,505	)			(6,221,469	)			(13,008,550	)
Other income (expense):
Dividend income			-				816				-				7,660
Gain on early lease termination			-				-				-				1,064
Gain on disposal of plant and equipment			-				-				206				-
Impairment loss of intangible assets			(135,000	)			-				(135,000	)			-
Interest income			3,985				34,613				10,114				133,807
Interest expense			(40,466	)			(278	)			(40,924	)			(930	)
Waiver of loan payable			382				188,738				43,792				203,938
Written-off plant and equipment			(60	)			(5,093	)			(8,480	)			(7,676	)
Other income			17,003				6,409				245,007				55,612
Total other (expense) income			(154,156	)			225,205				114,715				393,475
Loss before income taxes			(1,328,770	)			(3,917,300	)			(6,106,754	)			(12,615,075	)
Income taxes			(51,808	)			(746	)			(56,802	)			(2,414	)
NET LOSS			(1,380,578	)			(3,918,046	)			(6,163,556	)			(12,617,489	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST			(2,693	)			(56,117	)			(7,403	)			(145,375	)
NET LOSS ATTRIBUTABLE TO NON-SOCIETY PASS INCORPORATED		$	(1,377,885	)		$	(3,861,929	)		$	(6,156,153	)		$	(12,472,114	)
Other comprehensive loss:
Net loss			(1,380,578	)			(3,918,046	)			(6,163,556	)			(12,617,489	)
Foreign currency translation adjustment			(1,034,016	)			(49,685	)			(511,808	)			(278,455	)
TOTAL OTHER COMPREHENSIVE LOSS		$	(2,414,594	)		$	(3,967,731	)		$	(6,675,364	)		$	(12,895,944	)
Net loss attributable to non-controlling interest			(2,693	)			(56,117	)			(7,403	)			(145,375	)
Foreign currency translation adjustment attributable to non-controlling interest			(34,962	)			50,401				(24,598	)			62,409
Comprehensive loss attributable to Society Pass Incorporated		$	(2,376,939	)		$	(3,962,015	)		$	(6,643,363	)		$	(12,812,978	)
Net loss per share attributable to Society Pass Incorporated :
- Basic		$	(0.48	)		$	(2.03	)		$	(2.25	)		$	(6.70	)
- Diluted		$	(0.48	)		$	(2.03	)		$	(2.25	)		$	(6.70	)
Weighted average common shares outstanding
- Basic			2,882,349				1,898,924				2,733,145				1,861,192
- Diluted			2,882,349				1,898,924				2,733,145				1,861,192

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars ("US$"))

		Three and Nine Months ended September 30, 2024
		Preferred Stock			Common Stock			Treasury Stock									Accumulated
		Number of Shares			Amount			Number of Shares			Amount			Number of Shares			Amount			Subscription receivable			Additional Paid in Capital			other comprehensive income			Accumulated deficits			Non- controlling interest			Total Stockholders' Equity
Balances at January 1, 2024			3,500			$	-				2,217,491			$	222				74,107			$	(785,525	)		$	-			$	105,606,538			$	(242,129	)		$	(99,272,691	)		$	(277,253	)		$	5,029,162
Shares issued for services			-				-				133,333				13				-				-				-				329,987				-				-				-				330,000
Share issued for treasury stock			-				-				166,667				17				-				-				-				487,223				-				-				-				487,240
Shares repurchase during the period			-				-				-				-				166,667				(487,240	)			-				-				-				-				-				(487,240	)
Sale of treasury stock			-				-				-				-				(176,335	)			1,085,983				-				-				-				(609,022	)			-				476,961
Foreign currency translation adjustment			-				-				-				-				-				-				-				-				244,054				-				5,329				249,383
Net loss for the period			-				-				-				-				-				-				-				-				-				(2,839,925	)			701				(2,839,224	)
Balances at March 31, 2024			3,500			$	-				2,517,491			$	252				64,439			$	(186,782	)		$	-			$	106,423,748			$	1,925			$	(102,721,638	)		$	(271,223	)		$	3,246,282
Shares issued for salaries			-				-				57,761				6				-				-								128,694				-				-				-				128,700
Shares issued for private placements			-				-				300,000				30				-				-				(283,000	)			482,970				-				-				-				200,000
Shares issued for subsidiary acquisition			-				-				24,631				2				-				-				-				75,000				-				-				-				75,002
Fractional shares			-				-				70,813				7				-				-				-				(7	)			-				-				-				-
Sale of treasury stock			-				-				-				-				(64,439	)			186,782				-				-				-				(50,884	)			-				135,898
Foreign currency translation adjustment			-				-				-				-				-				-				-				-				267,790				-				5,035				272,825
Net loss for the period			-				-				-				-				-				-				-				-				-				(1,938,343	)			(5,411	)			(1,943,754	)
Balances at June 30, 2024			3,500			$	-				2,970,696			$	297				-			$	-			$	(283,000	)		$	107,110,405			$	269,715			$	(104,710,865	)		$	(271,599	)		$	2,114,953
Shares issued for directors' fee			-				-				78,588				8				-				-				-				183,325				-				-				-				183,333
Share issued for treasury stock			-				-				530,000				53				-				-				-				581,097				-				-				-				581,150
Shares issued for salaries			-				-				67,405				7				-				-				-				95,193				-				-				-				95,200
Shares issued for cost of issuance			150,000				15				-				-				-				-				-				-				-				-				-				15
Shares repurchase during the period			-				-				-				-				530,000				(581,150	)			-				-				-				-				-				(581,150	)
Sale of treasury stock			-				-				-				-				(478,098	)			526,222				-				-				-				(1,808	)			-				524,414
Received from private funding			-				-				-				-				-				-				50,000				-				-				-				-				50,000
Foreign currency translation adjustment			-				-				-				-				-				-				-				-				(999,054	)			-				(34,962	)			(1,034,016	)
Net loss for the period			-				-				-				-				-				-				-				-				-				(1,377,885	)			(2,693	)			(1,380,578	)
Balances at September 30, 2024			153,500			$	15				3,645,689			$	365				51,902			$	(54,928	)		$	(233,000	)		$	107,970,020			$	(729,339	)		$	(106,090,558	)		$	(309,254	)		$	553,321

		Three and Nine Months ended September 30, 2023
		Preferred Stock			Common Stock			Treasury Stock						Accumulated
		Number of Shares			Amount			Number of Shares			Amount			Number of Shares			Amount			Additional Paid in Capital			other comprehensive income			Accumulated deficits			Non- controlling interest			Total Stockholders' Equity
Balances at January 1, 2023			3,500			$	-				1,805,523			$	181				-			$	-			$	101,429,687			$	56,527			$	(81,138,563	)		$	(336,515	)		$	20,011,317
Shares issued for services			-				-				13,072				1				-				-				546,508				-				-				-				546,509
Shares issued for accrued salaries			-				-				7,277				1				-				-				113,490				-				-				-				113,491
Shares issued upon the exercise options			-				-				52,229				5				-				-				1,226,788				-				-				-				1,226,793
Shares repurchase during the period			-				-				-				-				511,760				(541,988	)			-				-				-				-				(541,988	)
Foreign currency translation adjustment			-				-				-				-				-				-				-				(382,217	)			-				(18,199	)			(400,416	)
Net loss for the period			-				-				-				-				-				-				-				-				(5,294,927	)			(95,286	)			(5,390,213	)
Balances at March 31, 2023			3,500			$	-				1,878,101			$	188				511,760			$	(541,988	)		$	103,316,473			$	(325,690	)		$	(86,433,490	)		$	(450,000	)		$	15,565,493
Shares issued for services			-				-				-				-				-				-				149,625				-				-				-				149,625
Shares issued for accrued salaries			-				-				19,048				2				-				-				230,830				-				-				-				230,832
Shares repurchase during the period			-				-				-				-				99,845				(98,537	)			-				-				-				-				(98,537	)
Foreign currency translation adjustment			-				-				-				-				-				-				-				141,438				-				30,207				171,645
Net income (loss) for the period			-				-				-				-				-				-				-				-				(3,315,258	)			6,028				(3,309,230	)
Balances at June 30, 2023			3,500			$	-				1,897,149			$	190				611,605			$	(640,525	)		$	103,696,928			$	(184,252	)		$	(89,748,748	)		$	(413,765	)		$	12,709,828
Shares issued for services			-				-				133,333				13				-				-				929,612				-				-				-				929,625
Shares issued for accrued salaries			-				-				30,303				3				-				-				214,329				-				-				-				214,332
Shares issued for acquire subsidiary			-				-				11,854				1				-				-				62,499				-				-				-				62,500
Foreign currency translation adjustment			-				-				-				-				-				-				-				(100,085	)			-				50,401				(49,684	)
Net income (loss) for the period			-				-				-				-				-				-				-				-				(3,861,929	)			(56,117	)			(3,918,046	)
Balances at September 30, 2023			3,500			$	-				2,072,640			$	207				611,605			$	(640,525	)		$	104,903,368			$	(284,337	)		$	(93,610,677	)		$	(419,481	)		$	9,948,555

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars ("US$"))

		Nine Months ended September 30,
		2024			2023
Cash flows from operating activities:
Net loss		$	(6,163,556	)		$	(12,617,489	)
Adjustments to reconcile net loss to net cash used in operating activities
Bad debts			35,699				283,519
Depreciation and amortization			493,306				1,103,200
Gain from early lease termination			-				(1,064	)
Gain on disposal of plant and equipment			(206	)			-
Impairment of intangible assets			135,000				-
Written-off of plant and equipment			8,480				7,676
Waiver of loan payable			(43,792	)			(203,938	)
Stock based compensation for services			737,248				3,411,207
Deferred tax assets			85,742				(159,841	)
Change in operating assets and liabilities:
Accounts receivable			654,686				(407,061	)
Inventories			174,551				143,314
Deposits, prepayments and other receivables			(1,407,828	)			1,355,079
Contract assets			(338,219	)			(9,052	)
Contract liabilities			(49,535	)			(317,060	)
Accounts payables			1,106,556				541,740
Accrued liabilities and other payables			3,401,850				(3,209,471	)
Due to related parties			(7,512	)			216,278
Right of use assets			365,352				422,785
Operating lease liabilities			(365,970	)			(377,787	)
Net cash used in operating activities			(1,178,148	)			(9,817,965	)
Cash flows from investing activities:
Purchase of property, plant, and equipment			(9,826	)			(185,255	)
Purchase of intangible assets			-				(143,771	)
Cash from purchase of subsidiary and business operation			-				32,739
Net cash used in investing activities			(9,826	)			(296,287	)
Cash flows from financing activities:
Proceeds from private placements			250,000				-
Proceeds from loans			405,564				-
Repayment of loan			(5,894	)			-
Purchase of subsidiary			-				(10,000	)
Repurchase of common share			-				(640,525	)
Proceed from the sale of treasury stock			1,137,273				-
Net cash provided by (used in) financing activities			1,786,943				(650,525	)
Effect on exchange rate change on cash and cash equivalents			(48,480	)			42,869
NET CHANGE IN CASH AND CASH EQUIVALENTS			550,489				(10,721,908	)
CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR			3,723,982				19,003,336
CASH AND CASH EQUIVALENT AT END OF YEAR		$	4,274,471			$	8,281,428
Supplemental disclosure of cash flow information:
Cash paid for interest		$	41,511			$	930
Cash paid for income tax		$	23,647			$	-
Non-cash investing and financing activities:
Shares issued to acquire subsidiary			-				37,500
Reconciliation to amounts on condensed unaudited consolidated balance sheets:
Cash and cash equivalents		$	4,220,371			$	8,220,075
Restricted cash			54,100				61,353
Total cash, cash equivalents and restricted cash		$	4,274,471			$	8,281,428

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars ("US$"))

NOTE - 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Society Pass Incorporated (the "Company") was incorporated in the State of Nevada on June 22, 2018, under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of "Leflair." The Company has made several acquisitions in calendar year 2022 to 2024, as follows:

●

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

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

●

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

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

●	In August, 2022, the Company and its 95%-owned subsidiary SOPA Technology, Pte, Ltd., collectively acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. ("Nusatrip") and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri ("Tunas"), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services.
●	In April, 2023, the Company's 100% owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Wahana Cerita Indonesia, an Indonesia company operating digital marketing and event organizing.
●	In April, 2023, the Company's 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam travel agency.
●	In July, 2023, the Company's 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam travel agency.

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

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

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

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

On June 30, 2023, NextGen Retail Inc., a Nevada corporation (the "Buyer"), a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement with Story-I Ltd., an Australian corporation ("Story-I Australia"), Story-I Pte Ltd., a Singapore corporation ("Story-I Singapore"), a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase 95% of the outstanding shares (the "Majority Shares") of PT Inetindo Infocom (the "Company"), an Indonesian company and retail reseller of Apple computers and other electronics in Indonesia. The consideration for the Majority Shares to be paid to Story-I Australia and Story-I Singapore by the Buyer is AUS$2,787,173, approximately US$ 1.85 million based on current exchange rates. The Company formally terminated the agreement on April 12, 2024.

On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company's common stock. The number of authorized shares has changed to 6,333,333 shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.

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

Description of subsidiaries incorporated by the Company

Schedule of Description of subsidiaries

Name		Place and date of incorporation		Principal activities		Particulars of registered/ paid up share capital		Effective interest held
Society Technology LLC		United States, January 24, 2019		IP Licensing		US$1			100	%
SOPA Cognitive Analytics Private Limited		India February 5, 2019		Computer sciences consultancy and data analytics		INR 1,238,470			100	%
SOPA Technology Pte. Ltd.		Singapore, June 4, 2019		Investment holding		SGD 1,250,000			95	%
SOPA Technology Company Limited		Vietnam October 1, 2019		Software production		Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911			100	%
Thoughtful Media (Singapore) Pte. Ltd. (FKA: Hottab Pte Ltd. (HPL))		Singapore January 17, 2015		Digital marketing		SGD 620,287.75			100	%
Hottab Vietnam Co. Ltd		Vietnam April 17, 2015		Sale of POS hardware and software		VND 1,000,000,000			100	%
Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited)		Vietnam July 25, 2019		Digital marketing		VND 5,000,000,000			100	%
Nextgen Retail Inc (FKA: Leflair Incorporated)		United States December 7, 2021		Investment holding		US$1			100	%
SOPA Capital Limited		United Kingdom December 07, 2021		Investment holding		GBP 1			100	%
Thoughtful Media (Philippines) Incorporated (FKA: SOPA (Phil) Incorporated)		Philippines Jan 11, 2022		Investment holding		PHP 11,000,000			100	%
New Retail Experience Incorporated		Philippines Jan 16, 2020		On-line Grocery delivery platform		PHP 3,750,000			100	%
Dream Space Trading Co. Ltd		Vietnam May 23, 2018		On-line Grocery and food delivery platform		VND 500,000,000			100	%
Push Delivery Pte Ltd		Singapore January 7, 2022		Investment holding		US$2,000			100	%
Gorilla Networks Pte. Ltd.		Singapore September 3, 2019		Investment holding		US$2,620,000 and SGD 730,000			100	%
Gorilla Mobile Singapore Pte. Ltd.		Singapore August 6, 2020		Telecommunications resellers		SGD 100			100	%
Gorilla Networks (VN) LLC		Vietnam December 16, 2020		Telecommunications resellers		VND 233,000,000			100	%
Thoughtful Media Group Incorporated		United States June 28,2022		Investment holding		US$1,600			100	%
Thoughtful (Thailand) Co. Ltd		Thailand September 2, 2014		Digital marketing		THB 4,000,000			99.75	%
AdActive Media CA Inc.		United States April 12, 2010		Digital marketing		Preferred: US$1,929.1938 Common: US$4,032.7871			100	%
PT Tunas Sukses Mandiri		Indonesia February 8, 2010		Online ticketing and reservation		IDR 26,000,000			99	%
Nusatrip Malaysia Sdn Bhd		Malaysia March 1, 2017		Online ticketing and reservation		MYR 52,000			99	%
Nusatrip Singapore Pte Ltd		Singapore December 6, 2016		Online ticketing and reservation		SGD 212,206			99	%
Nusatrip International Pte Ltd		Singapore January 9, 2015		Online ticketing and reservation		SGD 905,006.51			99	%
PT Thoughtful Media Group Indonesia (FKA: PT Wahana Cerita Indonesia)		Indonesia January 14, 2022		Digital marketing and event organizer		IDR 51,000,000			100	%
Mekong Leisure Travel Company Limited		Vietnam October 6, 2011		Online ticketing, reservation and system		VND 875,460,000			99	%
Vietnam International Travel and Service Joint Stock Company		Vietnam November 16, 2012		Ticketing		VND 1,900,000,000			100	%
Sopa Incorporated		Unites States May 22, 2023		Investment holding		Common: US$0.10			100	%
Nusatrip Incorporated		United States May 22,2023		Investment holding		Common: US$1,400			100	%
Thoughtful Media (Malaysia) Sdn Bhd		Malaysia October 18, 2023		Digital marketing		MYR 1,000			100	%

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

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

On May 22, 2023, Thoughtful Media Group Inc and Society Pass Inc acquired additional issued capital in Thoughtful (Thailand) Co Ltd of 397,000 and 2,000 number of ordinary stocks amounted to THB 1,985,000 and THB 10,000 respectively. Total shareholding interest remain unchanged.

On August 1, 2023, the Company 95% owned subsidiary Sopa Technology Pte. Ltd. disposed one of its 100% owned subsidiary Sopa (Phil) Incorporated to the Company 100% owned subsidiary Thoughtful Media Group Incorporated as internal group restructuring. At the same day, Sopa (Phil) Incorporated changed name to Thoughtful Media (Philippines) Inc and updated its principal activities to digital marketing.

On October 25, 2023, the Company 95% owned subsidiary Sopa Technology Pte. Ltd. acquired one of its 100% owned subsidiary Hottab Vietnam Company Limited from its 100% owned subsidiary Hottab Pte. Ltd. and disposed 100% shareholding of Hottab Pte. Ltd. to its 100% owned subsidiary Thought Media Group Incorporated. At the same day, Hottab Pte. Ltd. changed name to Thoughtful Media (Singapore) Pte. Ltd. and updated its principal activities to digital marketing.

During the year of 2023, certain operations were progressively discontinued following management's decision based on operation performance, business strategy and future prospects. This is mainly online F&B and groceries delivery operations under online ordering segment includes "Handycart" under subsidiary Dream Space Trading Co., Ltd in Vietnam and "Pushkart" and "Mangan" under subsidiary New Retail Experience Incorporated in the Philippines. There is also discontinued operation of local mobile in telecommunication reseller under subsidiary Gorilla Mobile Pte Ltd. In view of the operation results which are insignificant to the impact of the group and continued operation involvements are in place in all these operations, therefore no separate disclosure is considered necessary in accordance to the discontinued operation standards.

On June 3, 2024, NusaTrip Incorporated issued an additional 7,999,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On June 21, 2024, TMG Incorporated issued an additional 7,900,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On July 12, 2024, TMG Incorporated issued an additional 8,000,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On September 2, 2024, NusaTrip Incorporated issued an additional 6,000,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

NOTE - 2 GOING CONCERN AND LIQUIDITY

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has suffered loss for period of $6,106,754, negative operating cash flow of $1,178,148, working capital deficit of $6,129,482 and accumulated deficit of $106,090,558 as of September 30, 2024 that raise substantial doubt about its ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:

1) Cash and cash equivalents balance of $4,274,471.

2) Pursuing business growth of digital marketing and online ticketing and reservations through engaging with more vendors and customers to maximise the sales volume and margin, and continuous improvement in cost control over all segment.

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

Global Events

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

NOTE - 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

●	Basis of presentation

The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders' deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2024 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2023 audited financial statements and accompanying notes filed with the SEC.

●	Emerging Growth Company

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

●	Use of estimates and assumptions

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

●	Basis of consolidation

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

●	Business combination

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

●	Noncontrolling interest

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

●	Segment reporting

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

●	Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2024 and December 31, 2023, the cash and cash equivalents excluded restricted cash amounted to $4,220,371 and $3,628,670, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $83,152 as of September 30, 2024 and December 31, 2023, respectively. In addition, the Company has uninsured bank deposits of $3,989,977 and $3,262,161 with a financial institution outside the U.S as of September 30, 2024 and December 31, 2023, respectively. All uninsured bank deposits are held at high quality credit institutions.

●	Restricted cash

Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of September 30, 2024 and December 31, 2023, the restricted cash amounted to $54,100 and $95,312, respectively.

●	Accounts receivable

Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer's financial condition, the customer's creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer's financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both September 30, 2024 and December 31, 2023, there was no need for allowance for doubtful accounts.

●	Inventories

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during the three and nine months ended September 30, 2024 and 2023. The inventories amounted to $294,487 and $431,483 at September 30, 2024 and December 31, 2023, respectively.

●	Prepaid expenses

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

●	Plant and equipment

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

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

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

●	Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. Impairment loss of intangible assets of $135,000 and $0 have been recognized for the three and nine months period ended September 30, 2024 and 2023, respectively.

●	Revenue recognition

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

	●	Identify the contract with a customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to performance obligations in the contract; and
	●	Recognize revenue as the performance obligation is satisfied.

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

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

Lifestyle

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

Grocery and Food Delivery

Other online platforms include online platforms in Vietnam, under the brand name of "Handycart", and Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three and nine months period ended September 30, 2024.

Telecommunications

The Company operates a Singapore-based online telecommunication reseller platform under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the three and nine months ended September 30, 2024, the Company ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.

Digital Marketing

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

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

Travel

The Company purchased the NusaTrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended the Company's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of "VLeisure" and "VIT" selling air ticket, hotel reservation and providing hotel management software to local market.

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

1)

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $4,931 and $87,201 respectively, in the Lifestyle sector.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $29,360 and $456,972 respectively, in the Lifestyle sector.

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

Software sales consist of:

	1)	Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program.
	2)	The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month.
	3)	The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants.

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $3,809, respectively, from software fees.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $5,696 respectively, from software fees.

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

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

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

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

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

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $54,762, respectively, from this stream.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $88,847, respectively, from this stream.

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

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

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $106 and $2,977, respectively, from telecommunications.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $4,849 and $23,648, respectively, from telecommunications.

Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.

A summary of each of the Company's revenue streams under ASC 606 is as follows:

Marketing services from customers

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company's experience in building content and fanbases with creators, their creators' creativity, engagement, and trust among creators' loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators' social media channels; (v) amplifying the reach of creators' and customers' content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.

The Company's customers' payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue.

Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed.

Marketing services from social media platforms ("platform revenue")

The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services.

The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously.

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $1,461,480 and $1,784,695, respectively, from this stream.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $4,542,073 and $4,579,429, respectively, from this stream.

Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows:

The Company's revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.

The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.

Ticketing services

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company's transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company's performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company's ticketing services revenues were recognized on a net basis, as an agent, during the three and nine months ended September 30, 2024 and 2023.

Hotel reservation services

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company's transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.

Hotel technology platform software services

The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company's reservation and marketing platform.

Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services.

The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler.

Ancillary services

Ancillary revenues comprise primarily of the insurance commission and refund margin.

Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company's transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation.

The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $209,377 and $394,193, respectively, from this stream.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $657,201 and $1,438,829, respectively, from this stream.

Principal vs Agent Considerations

In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment.

Contract assets

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

There were contract assets balance was $607,117 and $247,368 on September 30, 2024 and December 31, 2023, respectively.

Contract liabilities

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

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company's contract liabilities balance was $1,326,384 and $1,265,753 on September 30, 2024 and December 31, 2023, respectively.

●	Software development costs

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

Research and development expenditures arising from the development of the Company's own software are charged to operations as incurred. For the nine months ended September 30, 2024, and 2023, software development costs were $40,972 and $41,777, respectively. For the three months ended September 30, 2024 and 2023, the software development costs were $13,635 and $12,649, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.

●	Cost of sales

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

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

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

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

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

●	Shipping and handling costs

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

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

●	Sales and marketing

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $311,096 and $466,252 for the nine months ended September 30, 2024 and 2023, respectively. Advertising expense was $40,263 and $236,874 for the three months ended September 30, 2024 and 2023, respectively.

●	Product warranties

The Company's provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company's suppliers, the Company has concluded that no warranty liability is required as of September 30, 2024 and December 31, 2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.

●	Income tax

The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the three and nine months ended September 30, 2024 and 2023.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns.

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

●	Foreign currencies translation and transactions

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

Schedule of Foreign currencies translation and transactions

Translation of amounts from SGD into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end SGD$:US$ exchange rate		$	0.77993			$	0.73165
Period average SGD$:US$ exchange rate		$	0.74763			$	0.74578

Translation of amounts from VND into US$ has been made at the following exchange rates for nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end VND$:US$ exchange rate		$	0.000041			$	0.000041
Period average VND$:US$ exchange rate		$	0.000040			$	0.000042

Translation of amounts from INR into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end INR$:US$ exchange rate		$	0.01194			$	0.01202
Period average INR$:US$ exchange rate		$	0.01199			$	0.01214

Translation of amounts from PHP into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end PHP:US$ exchange rate		$	0.01783			$	0.01764
Period average PHP:US$ exchange rate		$	0.01754			$	0.01802

Translation of amounts from THB into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end THB:US$ exchange rate		$	0.03094			$	0.02727
Period average THB:US$ exchange rate		$	0.02802			$	0.02895

Translation of amounts from MYR into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end MYR:US$ exchange rate		$	0.24267			$	0.21276
Period average MYR:US$ exchange rate		$	0.21592			$	0.22157

Translation of amounts from IDR into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end IDR:US$ exchange rate		$	0.000066			$	0.000064
Period average IDR:US$ exchange rate		$	0.000063			$	0.000066

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

●	Comprehensive income

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

●	Earning per share

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

For the three and nine months ended September 30, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company's net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

Schedule of computation of diluted net loss per share:

		Three months ended September 30,
		2024			2023
Net loss attributable to Society Pass Incorporated		$	(1,377,885	)		$	(3,861,929	)
Weighted average common shares outstanding - Basic and diluted			2,882,349				1,898,924
Net loss per share - Basic and diluted		$	(0.48	)		$	(2.03	)

		Nine months ended September 30,
		2024			2023
Net loss attributable to Society Pass Incorporated		$	(6,156,153	)		$	(12,472,114	)
Weighted average common shares outstanding - Basic and diluted			2,733,145				1,861,192
Net loss per share - Basic and diluted		$	(2.25	)		$	(6.70	)

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

Schedule of Common stock issued:

		Nine months ended September 30,
		2024			2023
Options to purchase common stock (a)			129,685				129,685
Warrants granted to underwriter			253,549				253,549
Warrants granted with Series C-1 Convertible Preferred Stock			71,200				71,200
Total of common stock equivalents			454,434				454,434

(a)	The Board of Directors have approved a 10-year stock option at an exercise price of $97.35 per share that will be exercisable at any time.

●

Leases

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

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

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

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

As of September 30, 2024 and December 31, 2023, the Company recorded the right of use asset of $917,836 and $1,407,956, respectively.

●	Retirement plan costs

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

●	Share-based compensation

The Company follows ASC Topic 718, Compensation-Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company's common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of September 30, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three and nine months ended September 30, 2024 and 2023. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital.

●

Warrants

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

●	Related parties

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

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

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

●	Commitments and contingencies

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

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

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

●	Fair value of financial instruments

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

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

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

●	Recent Accounting Pronouncements

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

In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01") that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the potential impact of ASU 2023-01 on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures ("ASU 2023-09"), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements.

All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company.

NOTE - 4 REVENUE

Revenue was generated from the following activities:

		Nine Months ended September 30,
		2024			2023
At a point in time:
Sales - online ordering		$	29,360			$	456,972
Sales - digital marketing			2,681,523				2,947,566
Sales - online ticketing and reservation			650,480				1,433,133
Sales - data			4,849				23,648
Over a period of time:
Sales - digital marketing			1,860,550				1,631,863
Software subscription sales			6,721				5,696
		$	5,233,483			$	6,498,878

		Three Months ended September 30,
		2024			2023
At a point in time:
Sales - online ordering		$	4,931			$	87,201
Sales - digital marketing			812,043				920,495
Sales - online ticketing and reservation			208,873				390,384
Sales - data			106				2,977
Hardware sales			-				-
Over a period of time:
Sales - digital marketing			649,437				864,200
Software subscription sales			504				3,809
		$	1,675,894			$	2,269,066

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

Schedule of Contract liabilities:

		September 30,			December 31,
		2024			2023
Contract liabilities, brought forward		$	1,265,753			$	1,405,090
Add: recognized as deferred revenue			1,326,384				1,265,753
Less: recognized as revenue			(1,265,753	)			(1,405,090	)
Contract liabilities, carried forward		$	1,326,384			$	1,265,753

NOTE - 5 SEGMENT REPORTING

Currently, the Company has six reportable business segments:

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

(ii)	Corporate - is investment holding and head quarter within SOPA entities,

(iii)

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

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

(v)	Digital marketing operates the digital marketing business with creator and digital marketing platform

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

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

Schedule of Segment Reporting:

		Nine Months ended September 30, 2024
		Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate			Total
Revenue from external customers
Sales - online ordering			-				-				-				29,360				-				-				29,360
Sales - digital marketing			-				4,542,073				-				-				-				-				4,542,073
Sales - online ticketing and reservation			-				-				650,480				-				-				-				650,480
Sales - data			-				-				-				-				4,849				-				4,849
Software sales			-				-				6,721				-				-				-				6,721
Total revenue			-				4,542,073				657,201				29,360				4,849				-				5,233,483
Cost of sales:
Cost of online ordering			(501	)			-				-				(32,780	)			-				-				(33,281	)
Cost of digital marketing			-				(3,802,729	)			-				-				-				-				(3,802,729	)
Cost of online platform			-				-				-				-				-				-				-
Cost of data			-				-				-				-				(47,065	)			-				(47,065	)
Software cost			-				-				(16,469	)			(11,339	)			-				-				(27,808	)
Total cost of revenue			(501	)			(3,802,729	)			(16,469	)			(44,119	)			(47,065	)			-				(3,910,883	)
Gross income (loss)			(501	)			739,344				640,732				(14,759	)			(42,216	)			-				1,322,600
Operating Expenses
Sales and marketing expenses			-				(75,919	)			(134,926	)			(20,848	)			(17,787	)			(61,616	)			(311,096	)
Software development costs			-				-				-				-				-				(40,972	)			(40,972	)
Depreciation			(15,946	)			(18,444	)			(64,940	)			(35,053	)			-				(47,961	)			(182,344	)
Amortization			-				-				(18,479	)			-				(269,940	)			(22,543	)			(310,962	)
General and administrative expenses			(157,726	)			(1,248,313	)			(1,172,476	)			(343,741	)			(41,647	)			(3,734,792	)			(6,698,695	)
Total operating expenses			(173,672	)			(1,342,676	)			(1,390,821	)			(399,642	)			(329,374	)			(3,907,884	)			(7,544,069	)
Loss from operations			(174,173	)			(603,332	)			(750,089	)			(414,401	)			(371,590	)			(3,907,884	)			(6,221,469	)
Other income (expense)
Impairment of intangible assets			-				-				(135,000	)			-				-				-				(135,000	)
Gain on disposal of plant and equipment			206				-				-				-				-				-				206
Interest income			10				358				1,773				3				-				7,970				10,114
Interest expense			-				-				-				-				(661	)			(40,263	)			(40,924	)
Waiver of loan payable			-				-				-				-				43,792				-				43,792
Written-off of plant and equipment			-				-				-				-				-				(8,480	)			(8,480	)
Other income			3,705				2,009				1,357				3,447				1,748				232,741				245,007
Total other income			3,921				2,367				(131,870	)			3,450				44,879				191,968				114,715
Loss before income taxes			(170,252	)			(600,965	)			(881,959	)			(410,951	)			(326,711	)			(3,715,916	)			(6,106,754	)

		Nine Months ended September 30, 2023
		Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate			Total
Revenue from external customers
Sales - online ordering			95,262				-				-				361,710				-				-				456,972
Sales - digital marketing			-				4,283,923				95,506				-				-				-				4,579,429
Sales - online ticketing and reservation			-				-				1,433,133				-				-				-				1,433,133
Sales - data			-				-				-				-				23,648				-				23,648
Software sales			-				-				4,951				-				-				745				5,696
Total revenue			95,262				4,283,923				1,533,590				361,710				23,648				745				6,498,878
Cost of sales:
Cost of online ordering			(102,677	)			-				-				(334,119	)			-				-				(436,796	)
Cost of digital marketing			-				(3,727,264	)			(794	)			-				-				-				(3,728,058	)
Cost of online platform			-				-				(282,406	)			-				-				-				(282,406	)
Cost of data			-				-				-				-				(40,409	)			-				(40,409	)
Software cost			-				-				(21,019	)			(162,309	)			-				(1,921	)			(185,249	)
Total cost of revenue			(102,677	)			(3,727,264	)			(304,219	)			(496,428	)			(40,409	)			(1,921	)			(4,672,918	)
Gross income (loss)			(7,415	)			756,659				1,229,371				(134,718	)			(16,761	)			(1,176	)			1,825,960
Operating Expenses
Sales and marketing expenses			(1,782	)			(21,712	)			(207,899	)			(70,244	)			(10,977	)			(153,638	)			(466,252	)
Software development costs			-				-				-				-				-				(41,777	)			(41,777	)
Depreciation			(25,834	)			(11,814	)			(65,921	)			(31,119	)			-				(49,402	)			(184,090	)
Amortization			-				-				(19,359	)			-				(89,757	)			(809,994	)			(919,110	)
General and administrative expenses			(580,999	)			(1,065,006	)			(1,428,504	)			(602,717	)			(76,169	)			(9,469,886	)			(13,223,281	)
Total operating expenses			(608,615	)			(1,098,532	)			(1,721,683	)			(704,080	)			(176,903	)			(10,521,697	)			(14,834,510	)
Loss from operations			(616,030	)			(341,873	)			(492,312	)			(838,798	)			(193,664	)			(10,525,873	)			(14,834,510	)
Other income (expense)
JV income			7,660				-				-				-				-				-				7,660
Gain on early lease termination			-				1,064				-				-				-				-				1,064
Interest income			8				205				2,027				1,002				-				130,565				133,807
Interest expense			(27	)			-				14				-				(914	)			-				(930	)
Waiver of loan payable			214,959				-				-				-				-				(11,021	)			203,938
Written-off of plant and equipment			(7,676	)			-				-				-				-				-				(7,676	)
Other income			5,342				456				(92,552	)			1,983				12,400				127,983				55,612
Total other income (expense)			220,266				1,725				(90,511	)			2,985				11,483				247,527				393,475
Loss before income taxes			(395,764	)			(340,148	)			(582,823	)			(835,813	)			(182,181	)			(10,278,346	)			(12,615,075	)

		Three Months ended September 30, 2024
		Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate			Total
Revenue from external customers
Sales - online ordering			-				-				-				4,931				-				-				4,931
Sales - digital marketing			-				1,461,480				-				-				-				-				1,461,480
Sales - online ticketing and reservation			-				-				208,873				-				-				-				208,873
Sales - data			-				-				-				-				106				-				106
Software sales			-				-				504				-				-				-				504
Total revenue			-				1,461,480				209,377				4,931				106				-				1,675,894
Cost of sales:
Cost of online ordering			1				-				-				(6,651	)			-				-				(6,650	)
Cost of digital marketing			-				(1,298,566	)			-				-				-				-				(1,298,566	)
Cost of online platform			-				-				-				-				-				-				-
Cost of data			-				-				-				-				2,995				-				2,995
Software cost			-				-				(4,279	)			(3,748	)			-				-				(8,027	)
Total cost of revenue			1				(1,298,566	)			(4,279	)			(10,399	)			2,995				-				(1,310,248	)
Gross income (loss)			1				162,914				205,098				(5,468	)			3,101				-				365,646
Operating Expenses
Sales and marketing expenses			-				(2,053	)			(37,071	)			(580	)			(125	)			(434	)			(40,263	)
Software development costs			-				-				-				-				-				(13,635	)			(13,635	)
Depreciation			(5,296	)			(6,287	)			(21,590	)			(11,684	)			-				(16,010	)			(60,867	)
Amortization			-				-				(6,160	)			-				(91,248	)			(7,620	)			(105,028	)
General and administrative expenses			(15,298	)			(379,481	)			(177,439	)			(106,883	)			(1,813	)			(639,553	)			(1,320,467	)
Total operating expenses			(20,594	)			(387,821	)			(242,260	)			(119,147	)			(93,186	)			(677,252	)			(1,540,260	)
Loss from operations			(20,593	)			(224,907	)			(37,162	)			(124,615	)			(90,085	)			(677,252	)			(1,174,614	)
Other income (expense)
Impairment of intangible assets			-				-				-				-				-				(135,000	)			(135,000	)
Gain on disposal of plant and equipment			-				-				-				-				-				-				-
Interest income			1				39				418				-				-				3,527				3,985
Interest expense			-				-				-				-				(203	)			(40,263	)			(40,466	)
Waiver of loan payable			-				-				-				-				382				-				382
Written-off of plant and equipment			-				-				-				-				-				(60	)			(60	)
Other income			(66	)			658				149				122				1,521				14,619				17,003
Total other income			(65	)			697				567				122				1,700				(157,177	)			(154,156	)
Loss before income taxes			(20,658	)			(224,210	)			(36,595	)			(124,493	)			(88,385	)			(834,429	)			(1,328,770	)

		Three Months ended September 30, 2023
		Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate			Total
Revenue from external customers
Sales - online ordering			6,415				-				-				80,786				-				-				87,201
Sales - digital marketing			-				1,689,189				95,506				-				-				-				1,784,695
Sales - online ticketing and reservation			-				-				390,384				-				-				-				390,384
Sales - data			-				-				-				-				23,648				-				23,648
Software sales			-				-				3,809				-				-				-				3,809
Total revenue			6,415				1,689,189				489,699				80,786				23,648				-				2,269,066
Cost of sales:
Cost of online ordering			(3,317	)			-				-				(73,744	)			-				-				(77,061	)
Cost of digital marketing			-				(1,456,419	)			(794	)			-				-				-				(1,457,213	)
Cost of online platform			-				-				(110,862	)			-				-				-				(110,862	)
Cost of data			-				-				-				-				(7,055	)			-				(7,055	)
Software cost			-				-				(12,386	)			(41,925	)			-				-				(54,311	)
Total cost of revenue			(3,317	)			(1,456,419	)			(124,042	)			(115,669	)			(7,055	)			-				(1,806,502	)
Gross income (loss)			3,098				232,770				365,657				(34,883	)			(16,761	)			-				577,159
Operating Expenses
Sales and marketing expenses			-				(535	)			(59,341	)			(14,822	)			(10,925	)			(151,251	)			(236,874	)
Software development costs			-				-				-				-				-				(12,649	)			(12,649	)
Depreciation			(16,607	)			(5,544	)			(9,230	)			(11,685	)			-				(5,493	)			(48,559	)
Amortization			-				-				(19,359	)			-				(89,757	)			(2,473	)			(111,589	)
General and administrative expenses			(391,702	)			(433,089	)			(421,954	)			(172,888	)			(2,968	)			(2,872,797	)			(4,495,398	)
Total operating expenses			(408,309	)			(439,168	)			(509,884	)			(199,395	)			(103,650	)			(3,044,663	)			(4,705,069	)
Loss from operations			(405,211	)			(206,398	)			(144,227	)			(234,278	)			(107,728	)			(3,044,663	)			(4,142,505	)
Other income (expense)
JV income			816				-				-				-				-				-				816
Gain on early lease termination			-				-				-				-				-				-				-
Interest income			3				82				681				219				-				33,628				34,613
Interest expense			-				-				9				-				(287	)			-				(278	)
Waiver of loan payable			188,738				-				-				-				-				-				188,738
Written-off of plant and equipment			(5,093	)			-				-				-				-				-				(5,093	)
Other income			2,068				391				(93,948	)			911				(41	)			97,028				6,409
Total other income (expense)			186,532				473				(93,258	)			1,130				(328	)			130,656				225,025
Loss before income taxes			(218,679	)			(205,925	)			(237,485	)			(233,148	)			(108,056	)			(2,914,007	)			(3,917,300	)

		September 30, 2024
		Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate			Total
Intangible assets, net			-				1,659,000				3,354,098				-				529,565				111,450				5,654,113
Identifiable assets			108,529				3,086,889				4,997,590				255,132				22,350				2,859,778				11,330,268

		December 31, 2023
		Online F&B and Groceries Deliveries			Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate			Total
Intangible assets, net			-				1,659,000				3,372,445				-				911,706				138,577				6,081,728
Identifiable assets			167,360				2,495,897				3,188,452				361,421				46,625				4,021,691				10,281,446

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

Schedule of geographic segments

		Nine Months Ended September 30,
		2024			2023
Indonesia		$	697,337			$	1,017,377
Vietnam			557,402				1,121,286
Philippines			197,500				144,899
Singapore			140,216				619,463
United States			2,679,269				2,947,566
Thailand			961,356				645,528
Malaysia			403				2,759
		$	5,233,483			$	6,498,878

		Three Months Ended September 30,
		2024			2023
Indonesia		$	167,725			$	484,400
Vietnam			70,831				497,910
Philippines			94,899				58,740
Singapore			55,497				168,109
United States			809,789				920,495
Thailand			477,141				139,396
Malaysia			12				16
		$	1,675,894			$	2,269,066

NOTE - 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

		September 30, 2024			December 31, 2023
		(Unaudited)
Deposits		$	522,314			$	772,427
Prepayments			594,406				838,721
Value added tax			139,101				118,167
Interest receivable			3,495				11,552
Other receivables			2,548,442				466,907
Total		$	3,807,758			$	2,207,774

NOTE - 7 INVENTORIES

		September 30, 2024			December 31, 2023
		(Unaudited)
Finished goods		$	294,487			$	431,483
Less:
Reserve for excess and obsolete inventory			-				-
Total Inventories		$	294,487			$	431,483

All finished goods inventories were related to e-commerce business and was held by the third party logistic. The cost of revenue incurred amounted to $33,281 and $436,796 during the nine months ended September 30, 2024 and 2023, respectively. The inventories amounted to $294,487 and $431,483 as of September 30, 2024 and December 31, 2023, respectively.

NOTE - 8 INTANGIBLE ASSETS

As of September 30, 2024 and December 31, 2023, intangible assets consisted of the following:

		Useful life		September 30, 2024			December 31, 2023
At cost:
Software platform		2.5 years		$	8,000,000			$	8,000,000
Apps development		3 years			998,905				966,535
Computer software		3 years			758,488				744,914
Software system		3 years			-				-
Intellectual technology		3 years			-				-
Identifiable intangible asset		Indefinite			5,100,654				5,100,654
Other intangible assets		3 - 5 years			-				-
					14,858,047				14,812,103
Less: impairment loss recognized					(135,000	)			-
Less: accumulated depreciation					(9,068,934	)			(8,730,375	)
				$	5,654,113			$	6,081,728

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

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

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

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

Also, the owner of CVO entered into a call option agreement with the CEO of the Company to sale all the shares of CVO for the sum of $10 per share, as of date, these options were exercised by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are currently in litigation (refer Note 20). As a result of this option exercise, there were no accounting effect on the Company's financial statement during the three and nine months ended September 30, 2024 and 2023.

Amortization of intangible assets was $0 and $800,000 for the three and nine months ended September 30, 2024 and 2023, respectively.

Apps development costs for the development stage of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller segment business amounted to $998,905 (2023: $966,535) and pertains to capitalization of the Information Technology consultancy and services incurred in the development process.

Computer software including business and operating software and license acquired from third parties.

Software system is the existing apps development cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.

Intellectual technology is the identified technology value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.

Identifiable intangible assets are the potential intangible assets as stakeholder values estimated based on acquisition exercise of TMG group, Nusatrip group and VLeisure, through the finalization of Purchase Price Allocation. Impairment loss on intangible assets on VLeisure was $135,000 and $0 for the three and nine months ended September 30, 2024 and 2023, respectively.

NOTE - 9 PLANT AND EQUIPMENT

Plant and equipment consisted of the following:

		September 30, 2024			December 31, 2023
At cost:
Computer		$	533,452			$	526,495
Office equipment			57,593				56,098
Furniture and fixtures			10,453				10,531
Renovation			613,791				614,143
			1,215,289				1,207,267
Less: accumulated depreciation			(713,083	)			(520,609	)
Less: exchange difference			-				-
			502,206				686,658

Depreciation expense for the three months ended September 30, 2024 and 2023 were $60,867 and $48,559, respectively.

Depreciation expense for the nine months ended September 30, 2024 and 2023 were $182,344 and $184,090, respectively.

NOTE - 10 AMOUNTS DUE TO RELATED PARTIES

Amounts due to related parties consisted of the following:

		September 30, 2024			December 31, 2023
Amounts due to related parties (a)		$	2,388			$	9,900

(a)	The amounts represented temporary advances to the Company related parties (two officers), which were unsecured, interest-free and had no fixed terms of repayments. The Company's due to related parties balance was $2,388 and $9,900 as of September 30, 2024 and December 31, 2023, respectively.

NOTE - 11 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable consisted of the following:

		September 30, 2024			December 31, 2023
Accounts payable-		$	2,944,355			$	1,690,651
Accrued liabilities and other payables (a)			10,746,831				6,866,169
Total Accounts payable		$	13,691,186			$	8,556,820

(a)	Accrued liabilities and other payables consisted of the following:

		September 30, 2024			December 31, 2023
Accrued payroll		$	198,117			$	137,096
Accrued VAT expenses			166,803				40,855
Accrued taxes			1,854,622				1,990,994
Accrued litigation expense (b)			2,116,847				1,298,495
Customer deposit			2,889,893				402,339
Customer refund			151,864				922,784
Other payables			636,260				897,566
Other accrual (c)			2,732,425				1,176,040
Total Accrued liabilities		$	10,746,831			$	6,866,169

(b)	The accrued litigation expense has been covered by a secured bond paid and issued during the financial period ended September 30, 2024.
(c)	The September 30, 2024 and December 31, 2023 balance includes long term pension provision and other operation accruals.

NOTE - 12 LEASES

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

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease's commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease's commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of September 30, 2024 and December 31, 2023.

The Company used a weighted average incremental borrowing rate of 5.67% to determine the present value of the lease payments. The weighted average remaining life of the lease was 2.46 years.

During the three and nine months ended September 30, 2024, no new lease arrangements was entered, and accounted as per ASC Topic 842.

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

		Nine months ended September 30,
		2024			2023
Operating lease expense (per ASC 842)		$	319,559			$	422,785
Short-term lease expense (other than ASC 842)			60,247				93,651
Total lease expense		$	379,806			$	516,436

As of September 30, 2024, right-of-use assets were $917,836 and lease liabilities were $920,488.

As of December 31, 2023, right-of-use assets were $1,407,956 and lease liabilities were $1,411,226.

Components of Lease Expense

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

Future Contractual Lease Payments as of September 30, 2024

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years ending September 30:

Years ended September 30,		Operating lease amount
2025		$	471,609
2026			274,538
2027			232,257
2028			8,742
Total			987,146
Less: interest			(66,658	)
Present value of lease liabilities		$	920,488
Less: non-current portion			(489,375	)
Present value of lease liabilities - current liability		$	431,113

NOTE - 13 LOANS

		September 30, 2024			December 31, 2023
Loan - A (i)			16,050				21,313
Loan - B (ii)			405,564				-
		$	421,614			$	21,313

i)

On August 17, 2021, the newly acquired subsidiary, Gorilla Networks Pte. Ltd., received a loan from a bank of SGD 50,000, approximately $35,937 for a term of 60 months until August 31, 2026. The effective interest rate is 4.75%. For the three months ended September 30, 2024 and 2023, the Company recognized the interest expense of $203 and $307, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized the interest expense of $661 and $632, respectively.

ii)

On July 15, 2024, the Company received a loan from a third party of SGD 520,000, approximately $405,564 for a term of four months and two weeks until November 30, 2024. The effective interest rate is 5% per month. For the three months ended September 30, 2024 and 2023, the Company recognized the interest expense of $40,263 and $0, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized the interest expense of $40,263 and $0, respectively.

NOTE - 14 SHAREHOLDERS' DEFICIT

Authorized stock

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 11,333,333 shares of capital stock, consisting of 6,333,333 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share. On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company's common stock. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the periods presented.

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

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

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

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

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

Common stock outstanding

As of September 30, 2024 and December 31, 2023, the Company had a total of 3,645,689 and 2,217,491 shares of its common stock issued and outstanding, respectively.

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

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

On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC, related to the offering of 192,593 shares of the Company's common stock (the "Firm Shares"), at a public offering price of $135.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the "Option Shares") to cover over-allotments. The Company's common stock was listed on the Nasdaq Capital Market on November 9, 2021 and began trading on such date. The closing (the IPO Closing.) of the offering and sale of the Firm Shares and the sale of 236,111 Option Shares occurred on November 12, 2021. Aggregate gross proceeds from the closing related to the Firm Shares and the Option Shares was $26,000,001 and $2,124,999, respectively. The Company incurred expenses of $2,677,846 in connection with the IPO.

Upon the closing of the IPO, all outstanding shares of preferred stock series A, B, B-1, C and C-1 were automatically converted into 59,259 shares, 50,960 shares, 3,200 shares, 31,040 shares and 279,680 shares of the Company's common stock for the value of $8,000,000, $3,412,503, $466,720, $8,353,373 and $5,536,832, respectively.

On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company's common stock. The number of authorized shares has changed to 6,333,333 shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.

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

During the nine months ended September 30, 2024 and 2023, the Company issued 133,333 and 13,072 shares of common stock to consultants in exchange for consulting services value at $330,000 and $460,000, respectively.

During the three months ended September 30, 2024 and 2023, the Company did not issue any shares of common stock to consultants in exchange for consulting services.

During the nine months ended September 30, 2024 and 2023, the Company issued 202,754 and 56,627 shares of common stock to nineteen and twenty of its employees as compensation valued at $407,233 and $558,655, respectively.

During the three months ended September 30, 2024 and 2023, the Company issued 144,993 and 30,303 shares of common stock to nineteen and twenty of its employees as compensation valued at $278,533 and $214,332, respectively.

During the nine months ended September 30, 2024 and 2023, the Company issued 300,000 and 0 shares of common stock for private placement valued at $250,000 and $0, respectively.

During the three months ended September 30, 2024 and 2023, no shares were issued for private placement.

During the nine months ended September 30, 2024 and 2023, the Company issued 24,631 and 0 shares of common stock for settlement of acquisition of subsidiary valued at $75,002 and $0, respectively.

During the three months ended September 30, 2024 and 2023, no shares were issued for settlement of acquisition of subsidiary.

During the nine months ended September 30, 2024 and 2023, the Company issued 0 and 52,229 shares of common stock for staff exercised options, at $23.70 per share, total amounting to $0 and $1,226,793, respectively.

During the three months ended September 30, 2024 and 2023, the Company did not issue any shares of common stock for staff exercised options.

Warrants

In August 2019, the Company issued 1,400 warrants to purchase 1,400 shares of its common stock to one employee as compensation for his services to the Company, at a fair value of $17,500. Each warrant is convertible into one share of common stock at an exercise price of $0.0015 per share. The warrants will expire on the second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 1,400 shares were fully exercised during the year ended December 31, 2020.

In December 2020, the Company issued a certain number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant allows the holder to purchase one C-1 preferred stock at a price of $6,300 per share. The warrants shall be exercisable on or before December 31, 2020, 2021 and 2022. During the year ended December 31, 2022, the Company issued 126 warrants.

In December 2020, a total of 56 warrants were exercised in exchange for 56 Series C-1 preferred stocks. (refer note 17 for details).

Below is a summary of the Company's issued and outstanding warrants as of September 30, 2024 and December 31, 2023:In December 2020, a total of 838 warrants were exercised in exchange for 838 Series C-1 preferred stocks. (refer note 17 for details).

Below is a summary of the Company's issued and outstanding warrants as of September 30, 2024 and December 31, 2023:

		Warrants			Weighted average exercise price			Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2020 (a)			137			$	6,300.00				0.60
Issued (b)			142			$	6,300.00				0.50
Issued (a)			9,630			$	148.50				5.00
Exercised			(21	)		$	6,300.00				-
Expired			-				-				-
Outstanding as of December 31, 2021			9,888			$	308.55				4.88
Issued (c)			248,586			$	49.20				4.11
Exercised			(5,307	)		$	49.20				0.50
Expired			(238	)		$	6,300.00				-
Outstanding as of December 31, 2022			252,929			$	53.55				4.03
Outstanding as of December 31, 2023			252,929			$	53.55				3.02
Outstanding as of September 30, 2024			252,929			$	53.55				2.77

There is no intrinsic value for the warrants as of September 30, 2024 and December 31, 2023.

(a)	Common stock will be issued upon exercise of the 9,630 warrants having intrinsic value of $0 and $73,667 as of December 31, 2022 and 2021, respectively.
(b)	Series C-1 Preferred Stock will be issued upon the exercise of the warrants. The Series C-1 Preferred Stock was automatically converted into 0 and 77,200 shares of common stock with the intrinsic value of $0 and $10,433,580 as of December 31, 2022 and 2021, respectively.
(c)	Common stock will be issued upon warrants exercise of the 243,299 warrants having no intrinsic value as of December 31, 2022.

On April 19, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by nine months from September 30, 2021 to December 31, 2021. Further, on November 16, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related warrants (in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation is recorded as an expense, with the corresponding credit to additional paid-in capital. No additional warrants modification expense were recorded as of September 30, 2024 and December 31, 2023, respectively.

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

Schedule of Stock options assumptions

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

The Company considered 25% volatility as from inception through the date of the Company common stocks.

Ex-director's Stock option

On December 8, 2021, the Board of Directors approved a grant to Dennis Nguyen of a 10-year stock option to purchase 129,685 shares of common stock at an exercise price of $97.35 per share that are vested and are exercisable at any time.

Schedule of Stock Option

		Share option			Weighted average exercise price			Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2022			-				-				-
Granted			129,684			$	97.35				10
Exercised			-				-				-
Expired			-				-				-
Outstanding as of December 31, 2023			129,684			$	97.35				10
Granted			-				-				-
Exercised			-				-				-
Expired			-				-				-
Outstanding as of September 30, 2024			129,684			$	97.35				9.25

The total fair value of options vested during the nine months ended September 30, 2024 and 2023 was $0.

The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions for the nine months ended September 30, 2024 and 2023:

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

Ex-director's stock awards

		Stock awards			Weighted average exercise price			Weighted average remaining contractual life
Unvested as of December 31, 2022			21,732			$	114.75				0.92 years
Issued			-				-				-
Vested			(21,732	)			114.75				-
Cancelled			-				-				-
Unvested as of December 31, 2023			-			$	-				-
Issued			-				-				-
Vested			-				-				-
Cancelled			-				-				-
Unvested as of September 30, 2024			-			$	-				-

The Company issued 54,330 shares of its common stock on September 1, 2021 ("start date") of which 43,464 shares shall be subject to vesting. The shares shall vest in accordance with the following vesting schedule: 10,866 vesting shares will vest every six-months for a two-year period from the start date, with the first vesting date being March 1, 2022. For the nine months ended September 30, 2024 and 2023, the Company recognized the amortization of stock compensation expense of $0 and $645,750, respectively. For the three months ended September 30, 2024 and 2023, the Company recognized the amortization of stock compensation expense of $0 and $149,625, respectively.

NOTE - 15 PREFERRED STOCKS AND WARRANTS

As of September 30, 2024 and December 31, 2023, the Company's preferred stocks have been designated as follow:

		No. of shares			Stated Value
Series A Convertible Preferred Stock			10,000			$	1,000
Series B Convertible Preferred Stock			10,000			$	1,336
Series B-1 Convertible Preferred Stock			15,000			$	2,917
Series C Convertible Preferred Stock			15,000			$	5,763
Series C-1 Convertible Preferred Stock			30,000			$	420
Series X Super Voting Preferred Stock			153,500			$	0.0001

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

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

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

(a)

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

(a)

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

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

(a)

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

(b)

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

(c)

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

(d)

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

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

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

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

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

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

Series A Preferred Shares

No Series A Preferred Stocks were issued during the three and nine months ended September 30, 2024 and 2023.

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

As of September 30, 2024 and December 31, 2023, there were noshares of Series A Preferred Stocks issued and outstanding, respectively.

Series B Preferred Stocks

No Series B Preferred Stocks were issued during the three and nine months ended September 30, 2024 and 2023.

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

As of September 30, 2024 and December 31, 2023, there were noshares of Series B Preferred Stocks issued and outstanding, respectively.

Series B-1 Preferred Shares

No Series B-1 Preferred Stocks issued during the three and nine months ended September 30, 2024 and 2023.

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

As of September 30, 2024 and December 31, 2023, noshares of Series B-1 Preferred Stocks issued and outstanding, respectively.

Series C Preferred Shares

No Series C Preferred Stocks were issued during the three and nine months ended September 30, 2024 and 2023.

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

As of September 30, 2024 and December 31, 2023, there were no shares of Series C Preferred Stocks issued and outstanding, respectively.

Series C-1 Preferred Shares

No Series C-1 Preferred Stocks were issued during the three and nine months ended September 30, 2024 and 2023.

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

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

As of September 30, 2024 and December 31, 2023, there were no shares of Series C-1 Preferred Stocks issued and outstanding, respectively.

Series X Super Voting Preferred Shares

During the three and nine months ended September 30, 2024 and 2023, Thoughtful Media Group Incorporated and Nusatrip Incorporated issued 75,000 and 75,000 Series X Super Voting Preferred Stock to director.

In August 2021, the Company created a new series of preferred stock titled "Series X Super Voting Preferred Stock", at par value, consisting of 3,500 shares. The Series X Super Voting Preferred Stock carries certain rights and privileges including but not limited to the right to 10,000 votes per share) to vote on all matters that may come before the stockholders of the Corporation, voting together with the common stock as a single class on all matters to be voted or consented upon by the stockholders but is not entitled to any dividends, liquidation preference or conversion or redemption rights. The Series X Super Voting Preferred Stock is accounted for as an equity classification.

As of September 30, 2024 and December 31, 2023, there were 153,500 and 3,500 shares of Series X Super Voting Preferred Stocks issued and outstanding, respectively.

NOTE - 16 TREASURY STOCK

On January 25, 2023, the Board of Directors ("Board") authorized a $2,000,000 share repurchase program. The following table presents information with respect to repurchases of common stock during the nine months ended and September 30, 2024 and 2023:

		Nine months ended September 30,
		2024			2023
Aggregate common stock repurchased			51,902				611,605
Weighted average price paid per share		$	1.0583			$	1.0473
Total amount paid		$	54,928			$	640,525

As of September 30, 2024 and December 31, 2023, we had up to $0 and $1,214,475 of the share repurchase program available, respectively. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, suspended or discontinued at any time or from time to time at our discretion.

NOTE - 17 INCOME TAXES

For the nine months ended September 30, 2024 and 2023, the local ("Nevada") and foreign components of loss before income taxes were comprised of the following:

		Nine Months ended September 30,
		2024			2023
Tax jurisdiction from:
- Local		$	2,369,812			$	7,699,267
- Foreign			3,736,942				4,915,808
Loss before income taxes		$	6,106,754			$	12,615,075

The provision for income taxes consisted of the following:

		Nine months ended September 30,
		2024			2023
Current:
- United States		$	23,647			$	-
- Vietnam			4,050				-
- India			1,864				1,809
- Indonesia			-				605
- Thailand			27,241				-
Income tax expense		$	56,802			$	2,414

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

United States

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

As of September 30, 2024, the operation in the United States incurred $35,533,501 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $7,462,035 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Singapore

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

As of September 30, 2024, the operation in the Singapore incurred $12,205,828 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $2,074,991 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Vietnam

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

As of September 30, 2024, the operation in the Vietnam incurred $5,706,694 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2026, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $1,141,339 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

India

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

As of September 30, 2024, the operation in the India incurred $7,550 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $1,888.

Indonesia

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

As of September 30, 2024, the Company's subsidiary operations in Indonesia incurred $941,157 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $207,055 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Philippines

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

As of September 30, 2024, the Company's subsidiary operations in Philippines incurred $1,191,795 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $297,949 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Thailand

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

As of September 30, 2024, the Company's subsidiary operations in Thailand incurred $529,466 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets of $105,893 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Malaysia

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

As of September 30, 2024, the operation in the Maylaysia incurred $3,243 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $778.

Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company as of September 30, 2024 and December 31, 2023 consist of the following:

Schedule of Deferred Tax Assets and Liabilities

		September 30, 2024			December 31, 2023
Deferred tax assets:
Software intangibles (U.S)		$	150,465			$	150,465
Deferred Stock Compensation (U.S.)			5,864,670				5,864,670
Net operating loss carryforwards
- United States			7,462,035				7,119,197
- Singapore			2,074,991				1,714,014
- Vietnam			1,141,339				976,328
- India			-				-
- Philippines			297,949				245,617
- Indonesia			207,055				63,013
- Thailand			105,893				118,848
- Malaysia			-				-
			17,304,397				16,252,152
Less: valuation allowance			(17,240,281	)			(16,102,294	)
Deferred tax assets, net		$	64,116			$	149,858

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

The Company is subject to taxation in the U.S. and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remaining open to examination. We and our subsidiaries are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of September 30, 2024 and December 31, 2023, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the three and nine months ended September 30, 2024 and 2023, there were no penalties or interest recorded in income tax expense.

NOTE - 17 PENSION COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in all countries operating in the Company. The Company is required to contribute a specified percentage of the participants' relevant income based on their ages and wages level. During the three months ended September 30, 2024 and 2023, $62,865 and $25,424 contributions were made accordingly. During the nine months ended September 30, 2024 and 2023, $190,251 and $228,112 contributions were made accordingly.

NOTE - 18 RELATED PARTY TRANSACTIONS

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

The Company paid to the director and key management personnel, the total salaries of $187,500 and $242,500 during the three months ended September 30, 2024 and 2023, respectively.

The Company paid to the director and key management personnel, the total salaries of $562,500 and $727,500 during the nine months ended September 30, 2024 and 2023, respectively.

The Company issued 0 and 19,559 shares of Common stock, at the price of $0 and $149,625 for the stock based compensation to a key management personnel during the three months ended September 30, 2024 and 2023, respectively.

The Company issued 0 and 432,361 shares of Common stock, at the price of $0 and $677,036 for the stock based compensation to a key management personnel during the nine months ended September 30, 2024 and 2023, respectively.

The Company subsidiary paid their one officer, total professional fee of $0 and $2,205 during the three months ended September 30, 2024 and 2023, respectively.

The Company subsidiary paid their one officer, total professional fee of $4,486 and $7,470 during the nine months ended September 30, 2024 and 2023, respectively.

The Company paid and accrued to its shareholders, total professional fee of $250,000 and $200,000 during the nine months ended September 30, 2024 and 2023, respectively. Including in the above the Company issued 0 shares of $0 and 196,078 shares of $200,000 during the nine months ended September 30, 2024 and 2023, respectively.

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

NOTE -19 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and nine months ended September 30, 2024 and 2023, respectively, the customers who accounted for 10% or more of the Company's revenues and its outstanding receivable balances at period-end dates, are presented as follows:

		Three months ended September 30, 2024			September 30, 2024
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	809,933				48.33	%		$	277,436

		Nine months ended September 30, 2024			September 30, 2024
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	2,679,269				51.19	%		$	277,436

		Three months ended September 30, 2023			September 30, 2023
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	920,495				41	%		$	295,056

		Nine months ended September 30, 2023			September 30, 2023
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	2,947,566				45	%		$	295,056

(b) Major vendors

For the three and nine months ended September 30, 2024 and 2023, respectively, the vendors who accounts for 10% or more of the Company's cost of revenue and its outstanding payable balance as at period-end date, are presented as follows:

		Three months ended September 30, 2024			September 30, 2024
Vendor		Purchases			Percentage of purchases			Accounts payable
Vendor A		$	281,220				19.61	%		$	108,947

		Nine months ended September 30, 2024			September 30, 2024
Vendor		Purchases			Percentage of purchases			Accounts payable
Vendor A		$	802,420				20.52	%		$	108,947

		Three months ended September 30, 2023			September 30, 2023
Vendor		Purchases			Percentage of purchases			Accounts payable
Vendor A		$	250,286				15	%		$	-

		Nine months ended September 30, 2023			September 30, 2023
Vendor		Purchases			Percentage of purchases			Accounts payable
Vendor A		$	733,301				16	%		$	-

(c) Credit risk

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

(d) Exchange rate risk

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

(e) Economic and political risks

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

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

NOTE - 20 COMMITMENTS AND CONTINGENCIES

As of September 30, 2024, the Company had no material commitments or contingencies.

Litigation

The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County.

Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.

In one of those actions, brought by Rahul Narain, a former employee claims entitlement to compensation and a bonus totaling $566,000 and 130-195 shares of Company common stock, together with costs. For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000. The Company responded to the complaint and also asserted counterclaims in the proceeding for $1,500,000 to $4,000,000 plus punitive damages, together with interest and costs, arising from, inter alia, the former employee's breach of contract, unfair competition, misappropriation of trade secrets and breach of fiduciary duty. The former employee has responded to the Company's counterclaims and discovery has been conducted. The discovery phase is now over. The Company filed a motion for partial summary judgment to dismiss Rahul Narain's claims for damages associated with the 130-195 shares of the Company's common stock. Rahul Narain has filed a motion for partial summary judgment on his claims for compensation and for damages he alleges associated with his contention that the Company did not deliver the shares of common stock under a warrant. In that motion he seeks the monetary value of that stock, which he contends is $749,190 plus interest, and also seeks partial summary judgment for his claim seeking $566,000 in compensation, specifically to the motion, he seeks $60,000. His motion also seeks to dismiss the Company's counterclaims. Rahul Narain has also filed a motion in limine to preclude the Company's expert witness as to damages for some of the Company's counterclaims. The Court denied the Company's motion for summary judgment and granted Mr. Narain's motion for summary judgment on his claims on the warrant and for a portion of his salary, giving him a recovery of $749,190 plus interest as of September 4, 2019 and for his salary of $10,000 per month for the months of September, October, and November of 2023 plus interest, and denied the remainder of his motion, including those portions seeking to dismiss the Company's counterclaims and to preclude the Company's expert witness. The Company has filed a Notice of Appeal of this decision and has also filed a motion to reargue the decision. Following the grant of partial summary judgment, a judgment was entered in the office of the Clerk of the Supreme Court in the amount of $1,082,078.91. Subsequently, Mr. Narain served a restraining notice on the Company and has made a motion to appoint a receiver to sell Thoughtful Media Group Inc. and NusaTrip Inc. and disburse proceeds to Mr. Narain sufficient to satisfy the judgment, granting the receiver the right to retain counsel and bankers and to pay them from the proceeds of such sale, or in the alternative, directing the Company to pay Mr. Narain from the sale of any of its assets to satisfy the judgment and enjoining the company from diverting those funds to anyone else until the judgment is satisfied. The Company bonded the judgment and therefore the Court denied the motion without prejudice. In that same Order, the Court denied the Company's motion to reargue Mr. Narain's motion for partial summary judgment. Finally, the parties recently attempted to mediate their claims before the Appellate Division, First Department, however such efforts did not result in a settlement. The Company intends to continue to defend Mr. Narain's claims vigorously.

In the other employment action, brought by Thomas O'Connor, a former employee, and CVO Advisors Pte. Ltd., involves claims of entitlement to salary payments and expense reimbursement in the amount of $122,042.60, plus liquidated damages, together with costs. This former employee also made claims based on a failure to deliver between 1,721 and 2,536 shares of the Company's common stock. For the 1,721 shares of stock which he contends were not delivered, he alleges damages of $9,918,000. In addition, this action also includes claims by a plaintiff-entity alleging entitlement to $8 million in shares of the Company's Series A Preferred stock. The Company responded to the complaint and also asserted counterclaims against the former employee in the proceeding for $1,500,000 to $2,000,000 plus punitive damages, together with costs, arising from, inter alia, the former employee's breach of contract, breach of fiduciary duty, tortious interference and fraud. The former employee has responded to the Company's counterclaims and this action is still in the discovery phase of litigation. Thomas O'Connor has filed a motion to strike the Company's answer and counterclaims or in the alternative precluding Society Pass from offering evidence or for a Conditional Order for production. Thomas O'Connor has also filed a motion for partial summary judgment on his cause of action regarding the 1,721 shares of stock that were allegedly not delivered and is seeking the cash value of those shares. The Court granted that motion in part, deciding that Mr. O'Connor validly exercised 1,148 shares under the subject warrant. The Court denied that portion of the motion as it relates to the value of those shares. Mr. O'Connor has not retained an expert to testify as to their value. The Company has retained an expert who has determined the value of the shares to be significantly less than alleged and issued a report of his opinions. CVO has filed a motion for summary judgment on its claim for the $8,000,000 worth of Series A Preferred Stock, seeking the alleged cash value of those shares. The Company has opposed that motion, and the motion was denied. In addition, the Company has appealed the grant of the motion on liability and Mr. O'Connor has appealed the denial of the motion on the damages portion. The Company filed a Notice of Appeal with respect to same. In addition, Mr. O'Connor had filed a motion to restrain and enjoin the company from transferring or otherwise disposing any of its assets, including but not limited to extraordinary cash or equity/option payouts to its directors and officers and from transferring or otherwise disposing any of its operating assets, including but not limited to Thoughtful Media Group Inc., NusaTrip Inc., and any other of the Company's majority owned corporate subsidiaries. The motion was denied, but granted in part to the extent that the Company must promptly inform Mr. O'Connor of any agreement(s) to sell its subsidiaries. The Court also scheduled a valuation hearing for the shares granted in Mr. O'Connor's motion for summary judgment which will take place on May 29 and 30 of 2024. Mr. O'Connor has made a motion in limine to preclude the Company's expert from testifying at such valuation hearing, which has been denied.

The third case was brought by the Company against former employees Mr. Narain and Mr. O'Connor, in addition to two companies they started, operating under the name Growth Hero. The Company commenced this action on May 18, 2023. The Company alleges, inter alia, that Narain, O'Connor, and Growth Hero misappropriated the Company's intellectual property and alleges other related torts pertaining to the business conducted by Growth Hero. The Company brought claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, unfair competition, breach of fiduciary duties, violation of the Stored Communication Act, and for a permanent injunction. The Company seeks damages in an amount to be determined at trial. The Company has filed a motion to extend the time to service of process on Mr. O'Connor and the corporate entities and for leave to serve them via email, and has also initiated a Hague Convention application for international service upon them. The motion was granted to the extent that the Company's time to serve Mr. O'Connor has been extended, without prejudice to renew. Rahul Narain has been served with process and has made a motion to dismiss the claims against him. The Company has submitted an opposition to this motion. The motion was granted due to the Court's opinion that the claims set forth against Mr. Narain in this case were the same as the counterclaims asserted against Mr. Narain in his lawsuit against the Company.

The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company feels confident in its defence of these pending matters, there can be no assurance that it will prevail and that any damages that may be awarded will not be material to the results of operations or financial condition of the Company.

The Company does not believe any of the foregoing actions will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

NOTE - 21 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2024, up through November 14, 2024, the Company issued the unaudited condensed consolidated financial statements.

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

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

BASIS OF PRESENTATION

The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this "Report"), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, Quarterly Report on Form 10-Q for the three months ended March 31, 2024, as filed with the SEC on May 14, 2024, Quarterly Report on Form 10-Q for the three months ended June 30, 2024, as filed with the SEC on August 19, 2024 and other reports that we file with the SEC from time to time.

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

Overview

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

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

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

●

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

●	In May 2022, the Company completed another acquisition of 100% of the equity interests of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd (collectively, "Gorilla Networks"), providing Singapore telecommunication reselling services.

●

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

●	In July, 2022, the Company acquired 100% of the equity interests of Mangan PH Food Delivery Service Corp. ("Mangan), a Philippines restaurant and grocery delivery business. On July 21, 2023, Mangan was disposed to a third party company.

	●	In August, 2022, the Company and its 95%-owned subsidiary SOPA Technology, Pte, Ltd., collectively acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. ("Nusatrip") and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri ("Tunas"), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services.
	●	In April, 2023, the Company's 100% owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Wahana Cerita Indonesia, an Indonesia company operating digital marketing and event organizing.
	●	In April, 2023, the Company's 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam travel agency.
	●	In July, 2023, the Company's 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam travel agency.

We operate certain verticals in SEA: loyalty, lifestyle, telecommunications, digital marketing, and travel as we try to create the next generation digital ecosystem and loyalty platform. We scaled back our operations in the food and beverage delivery market in 2024.

Loyalty

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

Lifestyle

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

Telecommunications

The Company also has online telecommunication reseller platform operating under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes Web3 technology to operate a MVNO for its users in Southeast Asia. With network coverage to over 160 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. During the financial period ended March 31, 2024, local mobile data service was ceased operation due to business restructuring to refocus in overseas internet data.

Digital Marketing

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

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

Travel

The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The Nusatrip acquisition extended the Company's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, Nusatrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, Nusatrip Group also acquired two Vietnam based companies having branding name of "VLeisure" and "VIT" selling air ticket, hotel reservation and providing hotel management software to local market.

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

On June 30, 2023, NextGen Retail Inc., a Nevada corporation (the "Buyer"), a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement with Story-I Ltd., an Australian corporation ("Story-I Australia"), Story-I Pte Ltd., a Singapore corporation ("Story-I Singapore"), a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase 95% of the outstanding shares (the "Majority Shares") of PT Inetindo Infocom (the "Company"), an Indonesian company and retail reseller of Apple computers and other electronics in Indonesia. The consideration for the Majority Shares to be paid to Story-I Australia and Story-I Singapore by the Buyer is AUS$2,787,173, approximately US$ 1.85 million based on current exchange rates. The Company formally terminated the agreement on April 12, 2024.

Global Events

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

Software and Development

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

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

Intellectual Property Portfolio

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

Corporate Information

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

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

Financial Condition

Results of Operations

The following table sets forth certain operational data for the three and nine months ended September 30, 2024 and 2023:

		Three months ended September 30,			Nine months ended September 30,
		2024			2023			2024			2023
Revenue, net		$	1,675,894			$	2,269,066			$	5,233,483			$	6,498,878
Cost of revenue			(1,310,248	)			(1,706,502	)			(3,910,883	)			(4,672,918	)
Gross income			365,646				562,564				1,322,600				1,825,960
Less operating expenses:
Sales and marketing expenses			(40,263	)			(236,874	)			(311,096	)			(466,252	)
Software development costs			(13,635	)			(12,649	)			(40,972	)			(41,777	)
Impairment loss			-				-				-				-
General and administrative expenses			(1,486,362	)			(4,455,546	)			(7,192,001	)			(14,326,481	)
Total operating expenses			(1,540,260	)			(4,705,069	)			(7,544,069	)			(14,834,510	)
Loss from operations			(1,174,614	)			(4,142,505	)			(6,221,469	)			(13,008,550	)
Other income (expense):
Impairment loss of intangible assets			(135,000	)			-				(135,000	)			-
Interest income			3,985				34,613				10,114				133,807
Interest expense			(40,466	)			(278	)			(40,924	)			(930	)
Gain on early lease termination			-				-				-				1,064
Gain on disposal of plant and equipment			-				-				206				-
JV income			-				816				-				7,660
Waiver of loan payable			382				188,738				43,792				203,938
Written-off of fixed assets			(60	)			(5,093	)			(8,480	)			(7,676	)
Other income			17,003				6,409				245,007				55,612
Total other income			(154,156	)			225,205				114,715				393,475
Loss before income taxes			(1,328,770	)			(3,917,300	)			(6,106,754	)			(12,615,075	)
Income taxes			(51,808	)			(746	)			(56,802	)			(2,414	)
NET LOSS		$	(1,380,578	)		$	(3,918,046	)		$	(6,163,556	)		$	(12,617,489	)

Revenue. We generated revenues of $1,675,894 and $2,269,066 during the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023 we generated revenue of $5,233,483 and $6,498,878, respectively. The decrease in revenue for three and nine months periods was mainly due to decrease in the sales from online ordering as business scale down, digital marketing as lower project execution and online ticketing and reservation business as system upgrading interruption.

During the three and nine months ended September 30, 2024 and 2023, the following customer exceeded 10% of the Company's revenues and its outstanding receivable balances at year-end dates, are presented as follows:

		Three months ended September 30, 2024			September 30, 2024
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	809,933				48.33	%		$	277,436

		Nine months ended September 30, 2024			September 30, 2024
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	2,679,269				51.19	%		$	277,436

		Three months ended September 30, 2023			September 30, 2023
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	920,495				41	%		$	295,056

		Nine months ended September 30, 2023			September 30, 2023
Customer		Revenues			Percentage of revenues			Accounts receivable
Customer A		$	2,947,566				45	%		$	295,056

The customer is in United States.

Cost of Revenue. Cost of revenue was $1,310,248 and $1,706,502 for three months ended September 30, 2024, and 2023, respectively. During the period of nine months ended September 30, 2024 and 2023, the incurred cost of revenue was $3,910,883 and $4,672,918, respectively. Cost of revenue decreased in line with the decreased sales.

Major vendors

For the three and nine months ended September 30, 2024 and 2023, respectively, the vendors who accounted for 10% or more of the Company's cost of sales and its outstanding payable balances at year-end dates, are presented as follows:

		Three months ended September 30, 2024			September 30, 2024
Vendor		Purchase			Percentage of purchases			Accounts payable
Vendor A		$	281,220				19.61	%		$	108,947

		Nine months ended September 30, 2024			September 30, 2024
Vendor		Purchase			Percentage of purchase			Accounts payable
Vendor A		$	802,420				20.52	%		$	108,947

		Three months ended September 30, 2023			September 30, 2023
Vendor		Purchases			Percentage of purchases			Accounts payable
Vendor A		$	250,286				15	%		$	-

		Nine months ended September 30, 2023			September 30, 2023
Vendor		Purchases			Percentage of purchases			Accounts payable
Vendor A		$	733,301				16	%		$	-

Gross Income. We recorded a gross income of $365,646 and $562,564 for the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, we recorded a gross income of $1,322,600 and $1,825,960, respectively. The decrease in gross income is due to decreased gross income from revenue from digital marketing and online ticketing and reservation business. Gross income margin was 22% and 28% for the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, our gross income margin was 25% and 28% respectively. Decrease in gross margin for the three and nine months periods ended September 30, 2024 was due to lower profit margin across all businesses.

Sales and Marketing Expenses ("S&M"). We incurred S&M expenses of $40,263 and $236,874 for the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, we incurred S&M expenses of $311,096 and $466,252, respectively. The decrease in S&M expense in 2024 was primarily attributable to the planned cost reductions and marketing strategy redesign.

Software Development Cost ("SDC"). We incurred SDC expenses of $13,635 and $12,649 for three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, we incurred SDC expenses of $40,972 and $41,777, respectively. The SDC remained stable for the existing development team.

General and Administrative Expenses ("G&A"). We incurred G&A expenses of $1,486,362 and $4,455,546 for the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, we incurred G&A expenses of $7,192,001 and $14,326,481, respectively. The G&A is primarily consisting of the professional costs associated with costs related to its listing on the Nasdaq Stock Exchange, staff cost and D&O insurance cost. The significant decrease is primarily due to effectiveness of cost control improvement.

Income Tax Expense. Our income tax expense for the three months ended September 30,2024 and 2023 was $51,808 and $746, respectively, and for nine months ended September 30, 2023 and 2022 was $56,802 and $2,414, respectively.

Net Loss. As a result of the items noted above, for the three months ended September 30, 2024, we incurred a net loss of $1,380,578 as compared to the same period ended September 30, 2023 of $3,918,046. During the nine months ended September 30, 2024 the Company incurred a loss of $6,163,556, as compared to $12,617,489 for the same period ended September 30, 2023. The decrease in net loss was primarily attributable to decreased in G&A. The net loss for the nine months ended September 30, 2024 includes non-cash items including stock-based compensation for services of $737,248 and depreciation and amortization of $493,306.

Liquidity and Capital Resources

As of September 30, 2024, we had cash and cash equivalents and restricted cash of $4,220,371 and $54,100, respectively, accounts receivable of $764,254, deposits, prepayments and other receivables of $1,445,593, inventories of $838,843, contract assets of $607,117 and deferred tax assets of $64,116.

As of December 31, 2023, we had cash and cash equivalents and restricted cash of $3,628,670 and $95,312, respectively, accounts receivable of $1,338,170, deposits, prepayments and other receivables of $2,207,774, inventories of $431,483 and contract assets of $247,368.

For the nine months ended September 30, 2024, the Company's stockholders' equity was $862,575 which decreased as a result of an increase in accumulated deficit partially offset by additional paid-in-capital. For the nine months ended September 30, 2024, the Company incurred net loss of $6,163,556 and net cash used in operating activities of $1,178,148. Net cash used in investing activities was $9,826. Net cash provided by financing activities was $1,774,423, resulting principally from share buyback exercise and purchase of subsidiary.

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

		Nine Months Ended September 30,
		2024			2023
Net cash used in operating activities		$	(1,178,148	)		$	(9,817,965	)
Net cash used in investing activities			(9,826	)			(296,287	)
Net cash provided by (used in) financing activities			1,786,943				(650,525	)
Effect on exchange rate change			(48,480	)			42,869
Net change in cash and cash equivalents			550,489				(10,721,908	)
Cash and cash equivalent and restricted cash at beginning of period			3,723,982				19,003,336
Cash and cash equivalent and restricted cash at end of period		$	4,274,471			$	8,281,428

Net Cash Used in Operating Activities.

For the nine months ended September 30, 2024, net cash used in operating activities was $1,178,148, which consisted primarily of a net loss of $6,163,556, waiver of loan payable of $43,792, deposits, prepayments and other receivables of $1,407,828, contract assets of $338,219, contract liabilities of $49,535, advances to related parties of $7,512 and operating lease liabilities of $365,970, partially offset by bad debts of $35,699, depreciation and amortization of $493,306, impairment of intangible assets of $135,000, written-off of plant and equipment of $8,480, non-cash stock-based compensation for services of $737,248, deferred tax assets of $85,742, accounts receivable of $654,686, accrued liabilities and other payables of $3,401,850, inventories of $174,551, accounts payable of $1,106,556, and right of use assets of $365,352.

For the nine months ended September 30, 2023, net cash used in operating activities was $9,817,965, which consisted primarily of a net loss of $12,617,489, gain from early lease termination of $1,064, waiver of loan payable of $203,938, deferred tax assets of $159,841, accounts receivable of $407,061, contract assets of $9,052, contract liabilities of $317,060, accrued liabilities and other payables of $3,209,471 and operating lease liabilities of $377,787, partially offset by bad debts of $283,519, depreciation and amortization of $1,103,200, written-off of plan and equipment of $7,676, non-cash stock-based compensation for services of $3,411,207, inventories of $143,314, deposits, prepayments and other receivables of $1,355,079, accounts payable of $541,740, advances to related parties of $216,278 and right of use assets of $422,785.

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

Net Cash Used in Investing Activities.

For the nine months ended September 30, 2024, there was a net cash outflow of $9,826, which was used in purchase of plant, and equipment.

For the nine months ended September 30, 2023, there was a net cash outflow of $296,287, which consist of $185,255 used in purchase of property, plant, and equipment and $143,771 used in intangible assets and partially offset by $32,739 of cash generated from purchase of subsidiary and business acquisition.

Net Cash Provided by (Used In) Financing Activities.

For the nine months ended September 30, 2024, net cash provided by financing activities was $1,786,943 mainly from private placement of $250,000, loans of $405,564 and resale of treasury share of $1,137,273, partially offset by repayment of loan of $5,894.

For the nine months ended September 30, 2023, net cash used in financing activities was $650,525 mainly for repurchase of common stock of $640,525 and purchase of subsidiary of $10,000.

Critical Accounting Policies and Estimate

●	Basis of presentation

The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders' deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2024 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2023 audited financial statements and accompanying notes filed with the SEC.

●	Emerging Growth Company

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

●	Use of estimates and assumptions

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

●	Basis of consolidation

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

●	Business combination

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

●	Noncontrolling interest

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

●	Segment reporting

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

●	Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2024 and December 31, 2023, the cash and cash equivalents excluded restricted cash amounted to $4,220,371 and $3,628,670, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $83,152 as of September 30, 2024 and December 31, 2023, respectively. In addition, the Company has uninsured bank deposits of $3,989,977 and $3,262,161 with a financial institution outside the U.S as of September 30, 2024 and December 31, 2023, respectively. All uninsured bank deposits are held at high quality credit institutions.

●	Restricted cash

Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of September 30, 2024 and December 31, 2023, the restricted cash amounted to $54,100 and $95,312, respectively.

●	Accounts receivable

Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer's financial condition, the customer's creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer's financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both September 30, 2024 and December 31, 2023, there was no need for allowance for doubtful accounts.

●	Inventories

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during the three and nine months ended September 30, 2024 and 2023. The inventories amounted to $294,487 and $431,483 at September 30, 2024 and December 31, 2023, respectively.

●	Prepaid expenses

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

●	Plant and equipment

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

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

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

●	Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. Impairment loss of intangible assets of $135,000 and $0 have been recognized for the three and nine months period ended September 30, 2024 and 2023, respectively.

●	Revenue recognition

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

	●	Identify the contract with a customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to performance obligations in the contract; and
	●	Recognize revenue as the performance obligation is satisfied.

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

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

Lifestyle

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

Grocery and Food Delivery

Other online platforms include online platforms in Vietnam, under the brand name of "Handycart", and Philippines, under the brand names of "Pushkart" and "Mangan", to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three and nine months period ended September 30, 2024.

Telecommunications

The Company operates a Singapore-based online telecommunication reseller platform under brand name of "Gorilla" to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the three and nine months ended September 30, 2024, the Company ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.

Digital Marketing

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

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

Travel

The Company purchased the NusaTrip Group, a leading Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The NusaTrip acquisition extended the Company's business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, NusaTrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of "VLeisure" and "VIT" selling air ticket, hotel reservation and providing hotel management software to local market.

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

1)

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $4,931 and $87,201 respectively, in the Lifestyle sector.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $29,360 and $456,972 respectively, in the Lifestyle sector.

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

Software sales consist of:

	1)	Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program.
	2)	The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month.
	3)	The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants.

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $3,809, respectively, from software fees.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $5,696 respectively, from software fees.

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

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

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

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

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

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $54,762, respectively, from this stream.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $0 and $88,847, respectively, from this stream.

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

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

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $106 and $2,977, respectively, from telecommunications.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $4,849 and $23,648, respectively, from telecommunications.

Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.

A summary of each of the Company's revenue streams under ASC 606 is as follows:

Marketing services from customers

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company's experience in building content and fanbases with creators, their creators' creativity, engagement, and trust among creators' loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators' social media channels; (v) amplifying the reach of creators' and customers' content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.

The Company's customers' payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue.

Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed.

Marketing services from social media platforms ("platform revenue")

The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services.

The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously.

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

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $1,461,480 and $1,784,695, respectively, from this stream.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $4,542,073 and $4,579,429, respectively, from this stream.

Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows:

The Company's revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.

The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.

Ticketing services

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company's transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company's performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company's ticketing services revenues were recognized on a net basis, as an agent, during the three and nine months ended September 30, 2024 and 2023.

Hotel reservation services

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company's transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.

Hotel technology platform software services

The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company's reservation and marketing platform.

Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services.

The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler.

Ancillary services

Ancillary revenues comprise primarily of the insurance commission and refund margin.

Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company's transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation.

The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.

During the three months ended September 30, 2024 and 2023, the Company generated revenue of $209,377 and $394,193, respectively, from this stream.

During the nine months ended September 30, 2024 and 2023, the Company generated revenue of $657,201 and $1,438,829, respectively, from this stream.

Principal vs Agent Considerations

In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment.

Contract assets

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

There were contract assets balance was $607,117 and $247,368 on September 30, 2024 and December 31, 2023, respectively.

Contract liabilities

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

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company's contract liabilities balance was $1,326,384 and $1,265,753 on September 30, 2024 and December 31, 2023, respectively.

●	Software development costs

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

Research and development expenditures arising from the development of the Company's own software are charged to operations as incurred. For the nine months ended September 30, 2024, and 2023, software development costs were $40,972 and $41,777, respectively. For the three months ended September 30, 2024 and 2023, the software development costs were $13,635 and $12,649, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.

●	Cost of sales

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

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

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

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

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

●	Shipping and handling costs

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

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

●	Sales and marketing

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $311,096 and $466,252 for the nine months ended September 30, 2024 and 2023, respectively. Advertising expense was $40,263 and $236,874 for the three months ended September 30, 2024 and 2023, respectively.

●	Product warranties

The Company's provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company's suppliers, the Company has concluded that no warranty liability is required as of September 30, 2024 and December 31, 2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.

●	Income tax

The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the three and nine months ended September 30, 2024 and 2023.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns.

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

●	Foreign currencies translation and transactions

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

Schedule of Foreign currencies translation and transactions

Translation of amounts from SGD into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end SGD$:US$ exchange rate		$	0.77993			$	0.73165
Period average SGD$:US$ exchange rate		$	0.74763			$	0.74578

Translation of amounts from VND into US$ has been made at the following exchange rates for nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end VND$:US$ exchange rate		$	0.000041			$	0.000041
Period average VND$:US$ exchange rate		$	0.000040			$	0.000042

Translation of amounts from INR into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end INR$:US$ exchange rate		$	0.01194			$	0.01202
Period average INR$:US$ exchange rate		$	0.01199			$	0.01214

Translation of amounts from PHP into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end PHP:US$ exchange rate		$	0.01783			$	0.01764
Period average PHP:US$ exchange rate		$	0.01754			$	0.01802

Translation of amounts from THB into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end THB:US$ exchange rate		$	0.03094			$	0.02727
Period average THB:US$ exchange rate		$	0.02802			$	0.02895

Translation of amounts from MYR into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end MYR:US$ exchange rate		$	0.24267			$	0.21276
Period average MYR:US$ exchange rate		$	0.21592			$	0.22157

Translation of amounts from IDR into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

		September 30, 2024			September 30, 2023
Period-end IDR:US$ exchange rate		$	0.000066			$	0.000064
Period average IDR:US$ exchange rate		$	0.000063			$	0.000066

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

●	Comprehensive income

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

●	Earning per share

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

For the three and nine months ended September 30, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company's net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

Schedule of computation of diluted net loss per share:

		Three months ended September 30,
		2024			2023
Net loss attributable to Society Pass Incorporated		$	(1,377,885	)		$	(3,861,929	)
Weighted average common shares outstanding - Basic and diluted			2,882,349				1,898,924
Net loss per share - Basic and diluted		$	(0.48	)		$	(2.03	)

		Nine months ended September 30,
		2024			2023
Net loss attributable to Society Pass Incorporated		$	(6,156,153	)		$	(12,472,114	)
Weighted average common shares outstanding - Basic and diluted			2,733,145				1,861,192
Net loss per share - Basic and diluted		$	(2.25	)		$	(6.70	)

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

Schedule of Common stock issued:

		Nine months ended September 30,
		2024			2023
Options to purchase common stock (a)			129,685				129,685
Warrants granted to underwriter			253,549				253,549
Warrants granted with Series C-1 Convertible Preferred Stock			71,200				71,200
Total of common stock equivalents			454,434				454,434

(a)	The Board of Directors have approved a 10-year stock option at an exercise price of $97.35 per share that will be exercisable at any time.

●

Leases

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

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

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

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

As of September 30, 2024 and December 31, 2023, the Company recorded the right of use asset of $917,836 and $1,407,956, respectively.

●	Retirement plan costs

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

●	Share-based compensation

The Company follows ASC Topic 718, Compensation-Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company's common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of September 30, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the three and nine months ended September 30, 2024 and 2023. Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital.

●

Warrants

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

●	Related parties

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

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

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

●	Commitments and contingencies

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

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

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

●	Fair value of financial instruments

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

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

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

●	Recent Accounting Pronouncements

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

In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01") that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the potential impact of ASU 2023-01 on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures ("ASU 2023-09"), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements.

All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for "smaller reporting companies."

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, "regulatory matters"). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows.

Our material legal proceedings are described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 20, "Commitments and Contingencies".

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in "Part I, Item 1A. Risk Factors" in the Company's Form 10-K filed with the Securities and Exchange Commission on April 15, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
31.1**		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)
31.2**		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32.1++		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (furnished herewith)
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

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.

	SOCIETY PASS INCORPORATED
Date: November 15, 2024	/s/ Raynauld Liang
	Raynauld Liang
	Chief Executive Officer
	(Principal Executive Officer)
Date: November 15, 2024	/s/ Yee Siong Tan
	Yee Siong Tan
	Chief Financial Officer
	(Principal Financial Officer)

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