Overview
- IndustryServices-Management Consulting Services1
- HeadquartersBethesda, Maryland1
- Incorporated inDE2
- Business address4800 Montgomery Lane, Suite 210, Bethesda, Md 208142
- Filer categoryNon-accelerated filer, Smaller reporting company2
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2014, through a sale and purchase agreement, the Company acquired all the issued and outstanding stock of HotApp BlockChain Pte.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue47¢$127.7K
- Other costs53¢$143.3K
Out of $271.0K in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | $06 | $69.9K7 | $254.3K8 | $254.1K5 | $271.0K5 | ||
| Cost of revenue | $06 | $28.2K7 | $92.1K8 | $96.6K5 | $127.7K5 | ||
| Gross profit | $06 | $41.7K7 | $162.2K8 | $157.6K5 | $143.3K5 | ||
| Research and development | |||||||
| Selling, general and admin | |||||||
| Operating expenses | $172.4K11 | $411.6K7 | $963.4K8 | $1.9M5 | $1.8M5 | ||
| Operating income | -$323.6K9 | -$88.2K10 | -$172.4K11 | -$369.9K7 | -$801.2K8 | -$1.7M5 | -$1.7M5 |
| Interest | $511 | ||||||
| Income before tax | $1.1M11 | -$1.7M7 | -$6.9M8 | -$4.5M5 | -$3.6M5 | ||
| Income tax | $09 | $010 | $010 | ||||
| Net income | $6.1K9 | -$49.3K10 | $1.1M11 | -$1.7M7 | -$6.9M8 | -$4.5M5 | -$3.6M5 |
| Earnings per share | $0.0011 | $0.007 | -$0.018 | -$0.015 | -$0.015 | ||
| Earnings per share (diluted) | $0.007 | -$0.018 | -$0.015 | -$0.015 | |||
| Shares (weighted, basic) | 506.9M shares11 | 506.9M shares7 | 507.4M shares8 | 507.6M shares5 | 507.6M shares5 | ||
| Shares (weighted, diluted) | 506.9M shares7 | 507.4M shares8 | 507.6M shares5 | 507.6M shares5 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash | $55.8K10 | $158.1K10 | $245.8K11 | $514.3K7 | $745.7K8 | $428.7K5 | $497.2K5 |
| Inventory | $89411 | ||||||
| Current assets | $155.8K9 | $158.1K10 | $2.2M11 | $3.0M7 | $4.9M8 | $2.7M5 | $933.4K5 |
| Property, plant and equipment | $1.7K11 | $10.3K7 | $6.6K8 | $106.3K5 | $31.2K5 | ||
| Goodwill | $60.3K7 | $60.3K8 | |||||
| Total assets | $155.9K9 | $158.2K10 | $2.2M11 | $3.2M7 | $6.4M8 | $4.1M5 | $1.6M5 |
| Current liabilities | $1.4M9 | $1.5M10 | $2.4M11 | $5.0M7 | $7.8M8 | $9.7M5 | $3.1M5 |
| Long-term liabilities | $59.2K7 | $1.1M8 | $1.4M5 | $183.8K5 | |||
| Total liabilities | $1.4M9 | $1.5M10 | $2.4M11 | $5.1M7 | $9.0M8 | $11.0M5 | $3.3M5 |
| Retained earnings | -$4.6M11 | -$6.3M7 | -$13.4M8 | -$17.9M5 | -$21.5M5 | ||
| Shareholders’ equity | -$1.3M10 | -$1.4M10 | -$205.0K11 | -$1.9M7 | -$2.6M8 | -$7.0M5 | -$1.7M5 |
| Shares outstanding | 506.9M shares9 | 506.9M shares10 | 506.9M shares11 | 506.9M shares7 | 507.6M shares8 | 507.6M shares5 | 507.6M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash from operations | -$389.5K9 | $50.1K10 | -$201.5K11 | -$402.7K7 | -$816.7K8 | -$1.4M5 | -$973.4K5 |
| Capital spending | $2.0K11 | $3.7K7 | $4.1K8 | $69.3K5 | $93.5K5 | ||
| Free cash flow | -$203.5K | -$406.4K | -$820.9K | -$1.5M | -$1.1M | ||
| Cash from investing | -$652.0K11 | -$1.8M7 | -$2.4M8 | -$256.3K5 | -$93.5K5 | ||
| Cash from financing | $893.6K11 | $2.6M7 | $3.6M8 | $1.6M5 | $1.1M5 |
Corporate structure
Hapi Metaverse Inc. sits at the top of its group. 5 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
- Hapi Metaverse Inc. Bethesda, Maryland
- Hapi Cafe Co., Ltd Subsidiary · Taiwan
- Hapi Group HK Limited (f.k.a. MOC HK Limited) Subsidiary · Hong Kong
- HotApp International Limited Subsidiary · Hong Kong
- Smart Reward Express Limited Subsidiary · Hong Kong
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Hapi Metaverse Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $133.8K8 Dec 31, 2024 | $23.0K8 Dec 31, 2023 | +480.4% |
| Accumulated depreciation | $66.2K5 Dec 31, 2025 | $27.5K5 Dec 31, 2024 | +140.8% |
| Property and equipment, net | $31.2K5 Dec 31, 2025 | $106.3K5 Dec 31, 2024 | −70.6% |
| Operating-lease assets (leased space) | $520.1K5 Dec 31, 2024 | $267.7K8 Dec 31, 2023 | +94.3% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $497.2K5 Dec 31, 2025 | $428.7K5 Dec 31, 2024 | +16.0% |
| Deposits held (banks) | $08 Dec 31, 2024 | $08 Dec 31, 2023 |
Properties, in its own words
Our U.S. office is located at 4800 Montgomery Lane, Suite 210, Bethesda MD 20814. We occupy one office at this location free of rent based on a month-to-month arrangement with an affiliate of Alset Inc., the Company’s largest stockholder.
Our PRC Office is located in Rooms 3806 and 3807, No. 11 Dongcheng Section, Dongcheng Avenue, Dongcheng Street, Dongguan City, Guangdong Province, PRC. We occupy one office at this location with a monthly rent of $3,543 for Room 3806 and $2,289 for Room 3807. The lease for Room 3806 will end on March 10, 2027, and the lease for Room 3807 will end on April 30, 2029.
Item 2 of the 10-K filed Mar 17, 2026.4
Leadership
Who has led Hapi Metaverse Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerWang Kei Lee Dec 5, 2017 to Sep 11, 202014
- Chief financial officerWai Leung Alan Lui May 24, 2016 to May 24, 201615
Board members and other officers (1)
- Board memberSanjib Kalita Feb 26, 2018 to Feb 26, 201816
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Hapi Cafe Co., Ltd Taiwan3
- Hapi Cafe Limited Hong Kong3
- Hapi Group HK Limited (f.k.a. MOC HK Limited) Hong Kong3
- HotApp International Limited Hong Kong3
- Smart Reward Express Limited Hong Kong3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Jul 2, 20258-K Change of auditor17
- Dec 20, 20238-K Entered a material agreement18
- Sep 12, 20238-K Entered a material agreement; Completed an acquisition or sale19
- Mar 9, 20238-K Bylaws or fiscal year changed20
- Mar 1, 20238-K Entered a material agreement; Unregistered sale of shares21
- Feb 2, 20238-K Entered a material agreement22
- Oct 21, 20228-K Entered a material agreement; Completed an acquisition or sale23
- Oct 3, 20228-K Executive or director change24
- Sep 6, 20228-K Change in control25
- Dec 23, 20218-K Change of auditor26
- Dec 5, 2017New chief executive Wang Kei Lee becomes CEO14
Filings
42 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 10 major events, 12 other. The latest 20:
- Aug 7, 202610-Q EDGAR
- May 11, 202610-Q EDGAR
- Mar 17, 202610-K EDGAR
- Nov 6, 202510-Q EDGAR
- Aug 14, 202510-Q EDGAR
- Jul 2, 20258-K EDGAR
- May 14, 202510-Q EDGAR
- Apr 4, 202510-K EDGAR
- Apr 1, 2025NT 10-K EDGAR
- Nov 19, 2024UPLOAD EDGAR
- Nov 7, 202410-Q EDGAR
- Nov 6, 2024CORRESP EDGAR
- Oct 23, 2024UPLOAD EDGAR
- Oct 7, 2024CORRESP EDGAR
- Sep 19, 2024UPLOAD EDGAR
- Sep 9, 2024CORRESP EDGAR
- Aug 22, 2024UPLOAD EDGAR
- Aug 8, 202410-Q EDGAR
- Jul 22, 2024CORRESP EDGAR
- Jul 3, 2024UPLOAD EDGAR
The 42 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
SEC filer profile
How Hapi Metaverse Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARHapi Metaverse Inc.1
- CIK0001600347
- Employer ID (EIN)45-47425584
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)8742 Services-Management Consulting Services1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address4800 Montgomery Lane, Suite 210, Bethesda, MD 208141
- Phone301-971-39401
- Shares outstanding507,610,326 as of Aug 7, 202613
- Public float$0 as of Dec 31, 20255
- AuditorHTC International,LLC, Houston, Texas PCAOB ID 7000; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMar 21, 20141
- Filings148 in all: 10-Q (37), 8-K (34), UPLOAD (13), 10-K (12), CORRESP (10), 4 (6), 3 (5), NT 10-K (4)1
All 24 form types
NT 10-Q (4), 4/A (2), 8-K/A (2), D (2), DEF 14C (2), EFFECT (2), PRE 14C (2), S-1/A (2), SC 13D/A (2), 10-K/A (1), 10-Q/A (1), 3/A (1), 424B3 (1), POS AM (1), S-1 (1), SC 13D (1)
- Latest filingsAnnual report (10-K) Mar 17, 2026
Quarterly report (10-Q) Aug 7, 2026
Latest 8-K (8-K) Jul 2, 2025
Risk factors and legal proceedings
The risks Hapi Metaverse Inc. names in Item 1A of its 10-K filed Mar 17, 2026: 43 risks under these headings, as written.4
- RISKS RELATED TO OUR FINANCIAL CONDITION
- There is substantial doubt about the Company’s ability to continue as a going concern.
- Failure to raise additional capital to fund future operations could harm our business and results of operations.
- RISKS RELATED TO OUR BUSINESS
- Management has identified material weaknesses in the design and effectiveness of our internal controls, which, if not remediated could affect the accuracy and timeliness of our financial reporting and result in misstatements in our consolidated financial statements.
- Our business is highly competitive. Competition presents an ongoing threat to the success of our business.
- Most, if not all, of our current and potential competitors may have significantly greater resources or better competitive positions in certain product segments, geographic regions or user demographics than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market conditions.
- We are a development stage company and we may never generate significant revenues which could cause our business to fail.
- We have a limited operating history with our current operations that investors can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.
- If we do not successfully develop new products and services, our business may be harmed.
- The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
- We may incur significant costs to be a public company to ensure compliance with U.S. corporate governance and accounting requirements, and we may not be able to absorb such costs.
The other 33 risks
- Alset Inc. owns a significant amount of the outstanding common stock of the Company and could take actions which other investors may deem as detrimental to the Company.
- We may face liability for information displayed on or accessible via our website, and for other content and commerce-related activities, which could cause us to suffer losses.
- If our costs and expenses are greater than anticipated and we are unable to raise additional working capital, we may be unable to fully fund our operations and to otherwise execute our business plan.
- If we require additional capital and even if we are able to raise additional financing, we might not be able to obtain it on terms that are not unduly expensive or burdensome to the Company or disadvantageous to our existing stockholders.
- We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our services and solutions are accessible within an acceptable load time. Additionally, other catastrophic occurrences beyond our control could interfere with access to our services.
- If our security measures are compromised, or if our websites are subject to attacks that degrade or deny the ability of members or customers to access our solutions, or if our member data is compromised, members and customers may curtail or stop to use our solutions.
- Public scrutiny of internet privacy and security issues may result in increased regulation and different industry standards, which could deter or prevent us from providing our current products and solutions to our members and customers, thereby harming our business.
- We will rely on outside firms to host our servers and to provide telecommunication connections, and a failure of service by these providers could adversely affect our business and reputation.
- Our products and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.
- A significant or prolonged economic downturn would have a material adverse effect on our results of operations.
- Any intellectual property rights we develop will be valuable and any inability to protect them could reduce the value of our products, services and brand.
- We may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future.
- RISKS RELATED TO DOING BUSINESS IN THE PEOPLE’S REPUBLIC OF CHINA (“PRC”)
- PRC Regulations on Enterprises with Foreign Investment
- Regulations on Tax
- PRC Enterprise Income Tax
- PRC Business Tax
- Regulations Relating to Foreign Exchange and Transfers of Cash to and from Our Subsidiaries
- Foreign Corrupt Practices Act and Chinese anti-corruption law
- Labor Laws and Social Insurance
- Regulations on Anti-Monopoly Law
- Regulation Relating to Privacy Protection
- General Risk Related to Doing Business in the PRC
- Risks Related to Doing Business in Hong Kong
- We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business.
- Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we conduct in Hong Kong and accordingly on the results of our operations and financial condition.
- Adverse regulatory developments in the PRC may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in the PRC may impose additional compliance requirements for companies like us with PRC-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.
- We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.
- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.
- Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
- Data Privacy
- Cybersecurity
- If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S. companies with a significant portion of their operations in the PRC, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.
- RISKS RELATED TO OUR COMMON STOCK
- Once publicly trading, the application of the “penny stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.
- Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
- We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.
- Our common stock price is likely to be highly volatile, which may subject us to securities litigation, thereby diverting our resources, which may affect our profitability and results of operation.
- The trading market for our common stock may be limited.
- By issuing preferred stock, we may be able to delay, defer, or prevent a change of control.
- We have not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interests and similar matters.
- Securities analysts may not cover our common stock and this may have a negative impact on our common stock’s market price.
- Since members of our management are not residents of the United States and certain of our assets are located outside of the United States, you may not be able to enforce a U.S. judgment for claims you may bring against such officers or assets.
- It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders.
Legal proceedings
The Company is not a party to any proceedings, and no such proceedings are known to be contemplated.
There are no material proceedings to which any director, officer or affiliate of the Company, or any beneficial owner of record of more than five percent of any class of voting securities of the Company, or any associate of any such director, office, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
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- 9
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- 16SEC EDGARSanjib Kalita, Board member
- 17SEC EDGARChange of auditor
- 18SEC EDGAREntered a material agreement
- 19
- 20SEC EDGARBylaws or fiscal year changed
- 21
- 22SEC EDGAREntered a material agreement
- 23
- 24SEC EDGARExecutive or director change
- 25SEC EDGARChange in control
- 26SEC EDGARChange of auditor