UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For The Quarterly Period Ended ~~March~~September 3130, 2018

[ ] 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 333-214139

HWH International Corp

(Exact name of registrant issuer as specified in its charter)

Nevada		37-1796912
(State or other jurisdiction		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
of incorporation or organization)		Identification No.)

Suite 19, 8^th Floor,

~~WismaZelan,~~Wisma ~~JalanTasikPermaisuri~~Zelan, Jalan Tasik Permaisuri 2,

Bandar ~~TunRazak~~Tun Razak 56100, Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code (603) ~~5634~~7498-~~2383~~0650

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 [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES [ ] NO [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~March~~September 3130, 2018
Common Stock, $.0001 par value		451,711,093	~~451,711,093~~

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	F-2
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-2
	Condensed Consolidated Balance Sheets as of March 31, 2018 and June 31, 2017 (audited)	F-2
	Condensed Consolidated Balance Sheets as of September 30, 2018 (unaudited) and June 30, 2017 (audited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Nine Months Ended March 31, 2018 and 2017 (Unaudited)	F-3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended September 30, 2018 and 2017 (Unaudited)	F-3
	Condensed Consolidated Statement of Cash Flows for the Nine Months Ended March 31, 2018 and 2017	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2018 and 2017	F-4
	Notes to the Condensed Consolidated Financial Statements	F-5 – F-1415
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION	6
ITEM 1	LEGAL PROCEEDINGS	6
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4	MINE SAFETY DISCLOSURES	6
ITEM 5	OTHER INFORMATION	6
ITEM 6	EXHIBITS	6
SIGNATURES		7

HWH INTERNATIONAL CORP

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2018 and June 30, 2017 (Audited)	F-2
Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and June 30, 2018 (Audited)	F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three and Nine Months Ended March 31, 2018 and 2017 (Unaudited)	F-3
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended September 30, 2018 and 2017 (Unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2018 and 2017 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2018 and 2017 (Unaudited)	F-4
Notes to the Consolidated Financial Statements	F-5 – F-1415

F-1

PART I FINANCIAL INFORMATION

Item 1. ~~Unaudited~~UNAUDITED ~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS:

HWH INTERNATIONAL CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

As of ~~March~~September 3130, 2018 and June 30, ~~2017~~2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	March 31, 2018			June 30, 2017
	September 30, 2018			June 30, 2018
	Unaudited			Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	7313,~~399~~284		$	8830,~~119~~981
Prepayments, other receivables and deposits		618,~~829~~957			~~182~~14,951
Prepaid income tax		3,~~624~~489			13,~~972~~905
Simple Investment		9,368			-
Total Current Assets		35,730			49,837
Account receivables		46,629			31,450
Total Current Assets		139,849			121,723
NON-CURRENT ASSETS
Investment in investee company		777			699
Investment in an investee company		479			479
Plant and equipment, net		24,088			19,526
Other investment		9,368			9,368
Intangible assets, net		923			999
Plant and equipment, net		23,843			25,300
Total Non-Current Assets		25,788			21,224
Intangible assets, net		11,780			12,080
TOTAL ASSETS	$	165,637		$	142,947
Total Non-Current Assets		45,470			47,227
TOTAL ASSETS	$	81,200		$	97,064
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payables and accrued liabilities	$	1227,~~379~~507		$	1228,~~403~~419
Current portion of obligation under finance lease		21,~~275~~619			12,~~974~~201
Amount due to a director		3429,~~516~~533			4534,~~642~~270
Total Current Liabilities		4958,~~170~~498			6064,~~019~~890
NON- CURRENT LIABILITIES
Obligation under finance lease		76,~~445~~402			86,~~239~~563
Total Non-Current Liabilities		76,~~445~~402			86,~~239~~563
TOTAL LIABILITIES	$	5665,~~615~~061		$	6871,~~258~~453
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding		-			-
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding		-			-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 451,711,093 and 451,375,000 shares issued and outstanding respectively		45,171			45,138
Common stock, $0.0001 par value, 600,000,000 shares authorized, 451,711,093 and 451,711,093 shares issued and outstanding respectively		45,172			45,172
Additional paid in capital		316,~~717~~716			~~215~~316,~~922~~716
Other comprehensive income		115,~~337~~356			47,~~272~~986
Accumulated losses		(264,203	)		(190,643	)
Accumulated (losses)		(351,105	)		(344,263	)
TOTAL STOCKHOLDERS’ EQUITY	$	~~109~~16,~~022~~139		$	7425,~~689~~611
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~165~~81,~~637~~200		$	~~142~~97,~~947~~064

See accompanying notes to consolidated financial statements.

F-2

HWH INTERNATIONAL CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the three ~~and nine~~ months ended ~~March~~September 3130, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Three months ended March 31,						Nine months ended March 31,
	Three months ended
	2018			2017			2018			2017
	September 30, 2018			September 30, 2017
REVENUE	$	~~3,681~~-		$	3,~~736~~598		$	~~10,792~~		$	~~10,572~~
COST OF REVENUE		(~~3,905~~650	)		(35,~~260~~076	)		~~(13,177~~	)		~~(10,204~~	)
GROSS (LOSS) / PROFIT		(224	)		476			(2,385	)		368
GROSS (LOSS)		(650	)		(1,478	)
OTHER INCOME		-			-			-			~~238~~
GENERAL AND ADMINISTRATIVE EXPENSES		(226,~~286~~103	)		(1326,~~011~~695	)		~~(70,843~~	)		~~(64,481~~	)
LOSS FROM OPERATIONS		(226,~~510~~753	)		(1228,~~535~~173	)		~~(73,228~~	)		~~(63,875~~	)
INTEREST EXPENSE		(~~112~~89	)		(~~207~~114	)		~~(332~~	)		~~(333~~	)
LOSS BEFORE INCOME TAX		(226,~~622~~842	)		(1228,~~742~~287	)		~~(73,560~~	)		~~(64,208~~	)
INCOME TAX PROVISION		-			-			-			-
NET LOSS	$	(226,~~622~~842	)	$	(1228,~~742~~287	)	$	~~(73,560~~	)		~~(64,208~~	)
Other comprehensive income/(loss):
Other comprehensive income:
- Foreign currency translation adjustment		5,~~026~~356			~~1,333~~260			~~7,065~~			~~(3,622~~	)
Comprehensive loss		(171,~~596~~486	)		(1128,~~409~~027	)		~~(66,495~~	)		~~(67,830~~	)
Net loss per share- Basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Net income/(loss) per share- Basic and diluted		(0.00	)		(0.00	)
Weighted average number of common shares outstanding – Basic and diluted		451,~~664~~711,~~882~~093			451,~~339~~375,~~444~~989			~~451,544,082~~			~~451,336,606~~

See accompanying notes to consolidated financial statements.

F-3

HWH INTERNATIONAL CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Nine months ended March 31,
	Three months ended September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(736,~~560~~842	)	$	(6428,~~208~~287	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		21,~~920~~055			~~1,209~~497
Interest expense		~~332~~89			~~333~~114
Changes in operating assets and liabilities:
Accounts receivables		~~(15,179~~-	)		(114,~~467~~085	)
Prepayment, deposits and other receivables		(6,647	)		102
Prepayments, other receivables and deposits		(3,304	)		(76	)
Other payables and accrued liabilities		(24912	)		~~(4,743~~570	)
Cash used in operating activities		(929,~~158~~914	)		(7831,~~774~~267	)
Income taxes (paid) / refunded		(1,652	)		1,514
Income taxes refund / (paid)		416			(839	)
Net cash used in operating activities		(939,~~810~~498	)		(7732,~~260~~106	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant and equipment		(5,221	)		-
Simple Investment		(9,368	)		-
Net cash used in investing activities		(14,589	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of share capital		33-			4
Additional paid in capital		~~100,795~~-			1113,~~996~~496
Repayment to directors		(114,~~126~~737	)		(385,~~218~~399	)
Interest paid		(~~332~~89	)		(~~333~~114	)
Payments on finance lease		(~~493~~743	)		(~~2,726~~321	)
Net cash used by financing activities		88,877			(29,277	)
Net cash (used in) / provided by financing activities		(5,569	)		7,666
Effect of exchange rate changes on cash and cash equivalent		4,802			5,033
Effect of exchange rate changes on cash and cash equivalents		(2,630	)		249
Net decrease in cash and cash equivalents		(1417,~~720~~697	)		(~~101~~24,~~504~~191	)
Cash and cash equivalents, beginning of period		8830,~~119~~981			~~223~~88,~~220~~119
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	7313,~~399~~284		$	~~121~~63,~~716~~928
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes (paid) / refunded	$	(1,652	)	$	1,514
Income taxes refund / (paid)	$	416		$	(839	)
Interest paid	$	(~~332~~89	)	$	(~~333~~114	)

See accompanying notes to consolidated financial statements.

F-4

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

1.	BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheets as of June 30, ~~2017~~2018 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the ~~nine~~three months ended ~~March~~September 3130, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, ~~2018~~2019 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Form 10-K for the year ended June 30, ~~2017~~2018.

2.	DESCRIPTION OF BUSINESS AND ORGANIZATION

HWH International Corp. is organized as a Nevada limited liability company, incorporated on November 20, 2015. For purposes of financial statement presentation, HWH International Corp. and its subsidiaries are herein referred to as “the Company” or “we”. The purpose of the Company and its subsidiaries is to engage in the business of digital marketing and hospitality software services through wholly owned subsidiaries.

We have historically conducted our business through Resilient Digital Sdn Bhd, a private limited liability company, incorporated in Malaysia. HWH Limited, incorporated in Anguilla, is an investment holding company with 100% equity interest in HWH Investment Limited, a company incorporated in Hong Kong, which subsequently hold 100% equity interest in Resilient Digital Sdn Bhd. On March 2, 2016, HWH International Corp. was organized to be the holding company parent to, and succeed to the operations of, HWH Limited. The former unit holder of HWH Limited became the unit holder of HWH International Corp. and HWH Limited became a wholly-owned subsidiary of HWH International Corp. This transaction was accounted for as a transaction among entities under common control and the assets, liabilities, revenues and expenses of HWH Limited were carried over to and combined with HWH International Corp. at historical cost, and as if the transfer occurred at the beginning of the period. Prior periods have been retrospectively adjusted to furnish comparative information.

The Company, through its subsidiaries, mainly provides digital marketing and hospitality software services.

Details of the Company’s subsidiaries:

~~Company name~~

Company name

~~Place and date of incorporation~~

Place and date of incorporation

~~Particulars of issued capital~~

Particulars of issued capital

~~Principal activities~~

Principal activities

% of Equity Interest

~~HWH Limited~~

HWH Limited

~~Anguilla, November 20, 2015~~

Anguilla, November 20, 2015

~~1 share of ordinary share of US$1 each~~

1 share of ordinary share of US$1 each

~~Investment holding~~

Investment holding

100

~~HWH Investment Limited~~

HWH Investment Limited

~~Hong Kong, November 20, 2015~~

Hong Kong, November 20, 2015

~~1 share of ordinary share of HK$1 each~~

1 share of ordinary share of HK$1 each

~~Investment holding~~

Investment holding

100

~~Resilient Digital Sdn Bhd~~

Resilient Digital Sdn Bhd

~~Malaysia, September 15, 2009~~

Malaysia, September 15, 2009

~~100 shares of ordinary share of RM 1 each~~

100 shares of ordinary share value at RM 100

~~Digital Marketing and Hospitality software services~~

Digital marketing and hospitality software services

100

F-5

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Going Concern

These financial statements have been prepared on a going concern basis. The Company has incurred accumulated losses amounting of $~~264~~351,~~203~~105 at ~~March~~September 3130, 2018 and further net losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. Management has plans to seek additional capital through a private placement of its Common Stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The Company has adopted its fiscal year-end to be June 30.

Basis of consolidation

The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and its VIEs in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.

Use of estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and cash equivalents

~~The~~Cash ~~Company~~and ~~considers~~cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid ~~instruments~~investments with aan original maturity of three months or less atas ~~the time~~ of ~~issuance~~the topurchase bedate ~~cash~~of ~~equivalents~~such investments.

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant and equipment are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification		Estimated useful lives
Furniture and fittings		10 years
Office equipment		10 years
Motor vehicle		10 years
Computer		10 years
Ai-Robots		10 years

Expenditures for maintenance and repairs are expensed as incurred.

F-6

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Finance leases

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Intangible assets represent the registration costs of trademarks in China, which are amortized on a straight-line basis over a useful life of ten years.

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were no impairment losses recorded on intangible assets for the 93 months ended ~~March~~September 3130, 2018.

Revenue recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

The Company derives its revenue from provision of digital marketing and hospitality software services based upon the customer’s specifications. The services are billed either on a fixed-fee basis or on a time-and-material basis. Generally, the Company recognizes revenue when services are performed and accepted by the customers.

Cost of revenue

Cost of revenue includes the acquired cost of website hosting and related services.

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-7

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts major businesses in Malaysia and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

Income tax receivables is a prepayment of corporate income tax paid by the Malaysia subsidiary company,
Resilient Digital Sdn Bhd, as a compliance to Malaysia tax requirements.

Investment in ~~Investee~~an investee Company

Investee Company that is not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company’s accounts are not reported in the Company’s consolidated balance sheets and statements of operations and comprehensive income; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption ‘‘Equity in loss of Investee Company” in the consolidated statements of operations. The Company’s carrying value in an equity method investee company is reported in the caption ‘‘Investment in investee company’’ in the Company’s consolidated balance sheets.

When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals or exceeds the amount of its share of losses not previously recognized.

Net income/(loss) per share

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

F-8

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended March 31, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations and comprehensive income.

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiary in Malaysia maintains its books and record in its local currency, Ringgit Malaysia (“RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

Translation of amounts from RM into US$1 has been made at the following exchange rates for the respective periods:

	As of and for the nine months ended		As of and for the nine months ended
	As of and for the three months ended		As of and for the three months ended
	March 31, 2018		March 31, 2017
	September 30, 2018		September 30, 2017
Period-end RM : US$1 exchange rate		34.8614		4.4222
Period-average RM : US$1 exchange rate		4.0717		4.1816
Period-end HKD$ : US$1 exchange rate		7.8588		7.7781
Period-average HKD$ : US$1 exchange rate		7.82		7.7678

F-8

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the three months ended September 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Fair value of financial instruments:

The carrying value of the Company’s financial instruments: cash and cash equivalents, ~~and~~ accounts payable, other payable and accrued liabilities and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Segment reporting

ASC Topic 280, “Segment Reporting” 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 financial statements. For the 93 months ended ~~March~~September 3130, 2018 ~~and 2017~~, the Company operates in one reportable operating segment in Malaysia.

Recent accounting pronouncements

~~The~~FASB ~~Company~~issues ~~has~~various ~~implemented~~Accounting ~~all~~Standards ~~new~~Updates relating to the treatment and recording of certain accounting ~~pronouncements~~transactions. ~~that~~On ~~are~~June 10, in2014, ~~effect~~the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. ~~These~~2014-10, ~~pronouncements~~Development ~~did~~Stage Entities ~~not~~(Topic ~~have~~915) ~~any~~- ~~material~~Elimination ~~impact~~of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest onEntities ~~financial~~Guidance ~~statements~~in ~~unless~~Topic ~~otherwise~~810, ~~disclosed~~Consolidation, ~~and~~which eliminates the ~~Company~~concept ~~does~~of ~~not~~a ~~believe~~development ~~that~~stage ~~there~~entity ~~are~~(DSE) ~~any~~entirely from ~~other~~current ~~new~~ accounting ~~pronouncements that~~guidance. ~~have~~The ~~been~~Company ~~issued~~has ~~that~~elected ~~might~~adoption ~~have~~of athis ~~material~~standard, onwhich ~~its~~eliminates ~~financial~~the ~~position~~designation orof DSEs and the requirement to disclose results of operations and cash flows since inception.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) . Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

F-9

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

4. ~~PLANT~~INVESTMENT ~~AND~~IN ~~EQUIPMENT~~AN INVESTEE COMPANY

~~Plant~~For ~~and~~the ~~equipment~~year asended June 30, 2017, the Company invested has invested 30% shares in Aibotec Sdn Bhd for cash consideration with initial investment amount of ~~March~~$699. 31However, during the year ended June 30, 2018 ~~and~~the investee company share a loss of US$ 257. The investment is stated at cost as at June 30, 2017 and no results have been equity accounted. Aibotec Sdn Bhd is incorporated in Malaysia with 10,000 ordinary shares authorized, issued and outstanding at a par value of RM1. Mr Ho Sit Chye and Mr Hanafiah Bin Yussof are the ~~summarized~~directors ~~below:~~of Aibotec Sdn Bhd. Mr Ho Sit Chye is the common director of Aibotec Sdn Bhd and the Company.

	March 31, 2018			June 30, 2017
	September 30, 2018			June 30, 2018
Furniture and fittings	$	712		$	640
Investment in an investee company	$	699		$	699
Office equipment		9,964			8,961
Share of loss		(257	)		(257	)
Motor vehicle		22,490			20,225
Foreign currency translation adjustments		37			37
Computer		1,852			1,666
Intangible assets, net	$	479		$	479
Ai-Robots		5,221			-
Total plant and equipment	$	40,239		$	31,492
Accumulated depreciation		(16,151	)		(11,966	)
Plant and equipment, net	$	24,088		$	19,526

~~Depreciation expense~~5. ~~for~~OTHER ~~the three and nine months ended March 31, 2018 were $948 and $2,844 respectively.~~INVESTMENT

~~Depreciation~~For ~~expense~~the ~~for~~year ended June 30, 2018, the ~~three~~Company ~~and~~invested ~~nine~~1% ~~months~~of ~~ended~~shares ~~March~~in ~~31,~~Well ~~2017~~Healthcare ~~were~~Group ~~$349~~Sdn. ~~and~~Bhd. for cash consideration of $19,~~095 respectively~~368 (RM40,000).

5. INTANGIBLE ASSETS

		September 30, 2018				June 30, 2018
Investment in an investee company		$	9,368			$	9,368

~~Intangible~~6. ~~assets~~PLANT asAND ~~of March 31, 2018 and June 30, 2017 are summarized as below:~~EQUIPMENT

	March 31, 2018			June 30, 2017
Trademarks	$	1,025		$	1,025
Amortization		(102	)		(26	)
Intangible assets, net	$	923		$	999

Plant and equipment as of September 30, 2018 and June 30, 2018 are summarized below:

Amortization for the three and nine months ended March 31, 2018 were $25 and $76, respectively.

	September 30, 2018			June 30, 2018
Furniture and fittings	$	665		$	681
Office equipment		9,298			9,533
Motor vehicle		20,986			21,515
Computer		1,728			1,772
Ai-Robots		8,471			8,471
Total plant and equipment	$	41,148		$	41,972
Accumulated depreciation		(17,305	)		(16,672	)
Plant and equipment, net	$	23,843		$	25,300

~~Amortization~~Depreciation expense for the three ~~and nine~~ months ended ~~March~~September 3130, 2018 and September 30, 2017 were $381,029 and $~~114,~~472 respectively.

6. PREPAYMENTS, OTHER RECEIVALBES AND DEPOSITS

Prepayments, other receivables and deposits consisted of the following at March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Prepaid expenses	$	218	$	182
Other receivables		5,687		-
Due from Investee company		924		-
Total prepaid expenses	$	6,829	$	182

7. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following at March 31, 2018 and June 30, 2017:

	March 31, 2018		June 30, 2017
Other payables	$	1,578	$	2,120
Accrued audit fees		10,801		8,000
Accrued other expenses		-		2,283
Total payables and accrued liabilities	$	12,379	$	12,403

F-10

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

87. ~~AMOUNT~~INTANGIBLE ~~DUE TO A DIRECTOR~~ASSETS

AsIntangible ofassets ~~March~~as ~~31,~~of ~~2018and~~September ~~June~~ 30, ~~2017,~~2018 ~~a director of the Company advanced $34,516~~ and ~~$45,642,~~June ~~respectively to the Company~~30, ~~which is~~2018 ~~unsecured,~~are ~~interest-free~~summarized ~~with~~as ~~no fixed repayment term, for working capital purpose. Imputed interest is considered insignificant.~~below:

9. OBLIGATION UNDER FINANCE LEASE

	September 30, 2018			June 30, 2018
Trademarks	$	999		$	999
Online engine development		10,909			11,183
Accumulated amortization		(128	)		(102	)
Intangible assets, net	$	11,780		$	12,080

~~The~~Amortization ~~Company~~for ~~purchased a motor vehicle under a finance lease agreement with~~ the ~~effective~~three ~~interest~~months ~~rate~~ended ofSeptember ~~2.46%~~30, ~~per~~2018 ~~annum,~~and ~~due~~September ~~through February~~30, ~~2022,~~2017 ~~with~~were ~~principal~~$26 and ~~interest~~$25, ~~payable monthly~~respectively. ~~The obligation under the finance lease is as follows:~~

	March 31, 2018			June 30, 2017
Finance lease	$	10,583		$	11,303
Less: interest expense		(863	)		(1,090	)
Net present value of finance lease	$	9,720		$	10,213
Current portion		2,275			1,974
Non-current portion		7,445			8,239
Total	$	9,720		$	10,213

8.	PREPAYMENTS, OTHER RECEIVABLES AND DEPOSITS

AsPrepayments, ofother ~~March~~receivables ~~31,~~and ~~2018,~~deposits ~~the~~consisted ~~maturities~~ of the following ~~finance~~at ~~lease~~September ~~for~~30, ~~each~~2018 ofand ~~the~~June ~~years~~30, ~~are as follows~~2018:

2019		2,275
	September 30, 2018		June 30, 2018
2020		2,380
Prepaid expenses	$	93	$	152
2021		2,486
Other receivables		18,002		13,915
2022		2,579
Due from Investee Company		862		884
Total	$	9,720
Total prepaid expenses	$	18,957	$	14,951

109. ~~COMMON~~ ~~STOCKS~~OTHER PAYABLES AND ACCRUED LIABILITIES

~~For~~Other ~~the~~payables 9and ~~months~~accrued ~~ended~~liabilities ~~March~~consisted ~~31,~~of ~~2018,~~ the ~~Company~~following ~~issued~~at anSeptember ~~aggregate of 336~~30,~~093~~ ~~shares~~2018 ofand ~~its~~June ~~common stock at $0.~~30 ~~per share foraggregate gross proceeds of $100~~,~~828~~ ~~from IPO subscriptions.~~2018:

As of March 31, 2018 and June 30, 2017, the Company has a total of 451,711,093 and 451,375,000 shares, respectively of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

	September 30, 2018		June 30, 2018
Other payables	$	12,091	$	17,133
Accrued audit fees		11,600		8,000
Accrued other expenses		3,816		3,286
Total payables and accrued liabilities	$	27,507	$	28,419

10.

AMOUNT DUE TO A DIRECTOR

As of September 30, 2018 and June 30, 2018, a director of the Company advanced $29,533 and $34,270, respectively to the Company, which is unsecured, interest-free with no fixed repayment term, for working capital purpose. Imputed interest is considered insignificant.

F-11

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

11. ~~INCOME~~ ~~TAXES~~OBLIGATION UNDER FINANCE LEASE

~~For~~The ~~the~~Company 9purchased ~~months~~a ~~ended~~motor ~~March~~vehicle ~~31,~~under ~~2018~~a ~~and~~finance ~~March~~lease ~~31,~~agreement ~~2017,~~with the ~~local~~effective ~~(United~~interest ~~States)~~rate ~~and~~of ~~foreign~~2.46% ~~components~~per ofannum, ~~loss~~due ~~before~~through February, ~~income~~2022, ~~taxes were~~with ~~comprised~~principal ofand interest payable monthly. The obligation under the ~~following~~finance lease is as follows:

	For the 9 months ended			For the 9 months ended
	September 30, 2018			June 30, 2018
	March 31, 2018			March 31, 2017
Finance lease	$	8,639		$	9,491
Tax jurisdictions from:
Less: interest expense		(618	)		(727	)
- Local	$	(44,695	)	$	(45,676	)
Net present value of finance lease	$	8,021		$	8,764
- Foreign, representing
Current portion		1,619			2,201
Anguilla		(1,600	)		(1,100	)
Non-current portion		6,402			6,563
Hong Kong		(1,177	)		(1,676	)
Total	$	8,021		$	8,764
Malaysia		(26,088	)		(15,756	)
Loss before income tax	$	(73,560	)	$	(64,208	)

As of September 30, 2018, the maturities of the finance lease for each of the years are as follows:

2019		1,619
2020		2,246
2021		2,344
2022		1,812
Total	$	8,021

12.

COMMON STOCKS

As of September 30, 2018 and June 30, 2018, the Company has a total of 451,711,093 and 451,711,093 shares, respectively of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

F-12

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the three months ended September 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

13.

INCOME TAXES

For the 3 months ended September 30, 2018 and September 30, 2017, the local (United States) and foreign components of loss before income taxes were comprised of the following:

	For the 3 months ended			For the 3 months ended
	September 30, 2018			September 30, 2017

Tax jurisdictions from:
- Local	$	(3,816	)	$	(13,802	)
- Foreign, representing
Anguilla		-			-
Hong Kong		(26	)		(25	)
Malaysia		(3,000	)		(14,460	)

Loss before income tax	$	(6,842	)	$	(28,287	)

The provision for income taxes consisted of the following:

	For the 9 months ended		For the 9 months ended
		For the 3 months ended		For the 3 months ended
	March 31, 2018		March 31, 2017
		September 30, 2018		September 30, 2017
Current:
- Local	$	-	$	-
- Foreign		-		-
Deferred:
- Local		-		-
- Foreign		-		-
Income tax expense	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Anguilla, Hong Kong and Malaysia that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

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

Anguilla

Under the current laws of the Anguilla, HWH Limited is registered as an international business company which governs by the International Business Companies Act of Anguilla and there is no income tax charged in Anguilla.

Hong Kong

HWH Investment Limited is subjected to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income.

Malaysia

Resilient Digital Sdn Bhd is subject to Malaysia Corporate Tax, which is charged at the statutory income rate range from 18% to 24% on its assessable income.

F-1213

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~March~~September 3130, 2018 ~~and 2017~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

1214. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the 3 months ended ~~March~~September 3130, 2018 and ~~March 31,~~ 2017, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivables balance at period-end are presented as follows:

	2018		2017		2018			2017			2018		2017
	Revenues				Percentage of revenues						Accounts receivable, trade
Customer A	$	~~3,681~~-		3,~~736~~598		~~100~~-	%		100	%	$	~~46,629~~-		2235,~~071~~535
	$	3,681		3,736		100	%		100	%	$	46,629		22,071
Customer B		-		-		-			-			-		-
	$	-		3,598		-	%		100	%	$	-		35,535

For the 9 months ended March 31, 2018 and March 31, 2017, the customers who accounted for 10% or more of the Company’s sales and its outstanding receivables balance at period-end are presented as follows:

	2018		2017		2018			2017			2018		2017
	Revenues				Percentage of revenues						Accounts receivable, trade
Customer A	$	10,792		10,572		100	%		100	%	$	46,629		22,071
	$	10,792		10,572		100	%		100	%	$	46,629		22,071

b) Major vendors

For the 3 months ended ~~March~~September 3130, 2018 and 2017, the vendors who accounted for 10% or more of the Company’s purchases and ~~its~~ its outstanding payable balance at period-end are presented as follows:

	2018		2017		2018			2017			2018		2017
	Purchases				Percentage of purchases						Accounts payable, trade
Vendor A	$	-150		~~1,915~~-		-24	%		59-	%		-		-
Vendor B		~~2,870~~-		-1,031		73-	%		-20	%	$	-		-
	$	~~2,870~~150		1,~~915~~031		7324	%		5920	%	$	-		-

For the 9 months ended March 31, 2018and March 31, 2017, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

	2018		2017		2018			2017			2018		2017
	Purchases				Percentage of purchases						Accounts payable, trade
Vendor A	$	-		5,377		-			61	%	$	-		-
Vendor B		5,502		-		42	%		-			-		-
	$	5,502		5,377		42	%		61	%	$	-		-

F-13

HWH INTERNATIONAL CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended March 31, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

All vendors are located in Malaysia.

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

13. INVESTMENT IN INVESTEE COMPANY

The Company invested in Aibotec Sdn Bhd with initial investment amount of $777, approximated 30% of equity interest of Aibotec Sdn Bhd and is accounted for under the cost method of accounting. The investment is stated at cost as at March 31, 2018 and no results have been equity accounted in view that the investee company was just incorporated in May 2017 and as at March 31, 2018, it is still dormant. Aibotec Sdn Bhd is incorporated in Malaysia with 10,000 ordinary shares authorized, issued and outstanding at a par value of RM1. Mr Ho Sit Chye and Mr Hanafiah Bin Yussof are the directors of Aibotec Sdn Bhd. Mr Ho Sit Chye is the common director of Aibotec Sdn Bhd and the Company.

14. 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 financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2018 up through the date the Company issued the unaudited consolidated financial statements. During the period, there was no subsequent event that required recognition or disclosure.

F-14

~~ITEM~~HWH 2.INTERNATIONAL ~~Management’s Discussionand Analysis of Financial Condition and Results of Operations~~CORP

~~The~~NOTES ~~information~~TO ~~contained~~CONDENSED inFINANCIAL this quarter report on Form 10-Q is intended to update the information contained in our Form S-1 Post-Effective Amendment No.1, dated April 24, 2018, for the year ended June 30, 2016 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.STATEMENTS

For the three months ended September 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

15. 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 financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2018 up through the date the Company issued the unaudited consolidated financial statements. During the period, there was no subsequent event that required recognition or disclosure.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1 Amendment No.8, dated January 17, 2017, for the year ended June 30, 2016 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.8, dated January 17, 2016 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

HWH International Corp, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on November 20, 2015. HWH International Corp owns 100% of HWH Limited that owns 100% of HWH Investment Limited, a Hong Kong Company, which owns 100% of Resilient Digital Sdn Bhd, the operating Malaysia Company of which is described below.

Our Company is an online marketing agency specializing in providing efficient and effective online marketing services which range from our online booking engine to new media marketing. Our mission is to drive our clients’ online brand presence to meet their diverse and developing target market expectations. We seek to achieve this by utilizing several distinct methods, which shall be described in greater detail below, in order to assist our client’s hotels achieve a highly effective distribution channel to increase their online bookings.

At this time, we operate exclusively online through our website: http://www.hwhic.com/ and http://www.resilientdigital.com/.

Our ~~company~~Company continuously strives to innovate and improve our services through educating our staff and ongoing research as well as market feedback. We plan to penetrate to South East Asia and China markets within this two years by setting up offices in the selected location and recruiting marketing and operation staff to support the business operation. We foresee to spend a substantial amount of capital in marketing via social media (e.g: Facebook and LinkedIn) in ~~this~~these two years to increase our market presence. We expect our high business growth in the two years through implementing our marketing strategy planned. We believe the execution of our business and marketing strategy will build a strong brand image and market presence in the market.

Currently, our service covers Complete All-In-One marketing solution, FlexSee online booking engine, Property management system and Conversion optimization. We will further develop our Property management system and FlexSee online booking engine to meet the satisfaction. At HWH International Corp, we are determined to bring new and innovative services to markets that we have not yet explored.

Our plan at the moment mainly focuses within Asia, however we already have to expand to the global market. To implement this strategy, we will need to form partnership with local companies in various countries that share the same vision to become a dominant player in the global market. We strongly believe by becoming a strong competitor, we need to collaborate with strategic partner to grow our business at a greater pace.

Results of Operation

For the Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2018 and ~~March~~September 3130, 2017.

For the three ~~and nine~~ months ended ~~March~~September 3130, 2018, we realized revenue in the amount of $3-0-,~~681~~ ~~and $10,792 respectively,~~ while for the three ~~and nine~~ months ended ~~March 31~~September 30, 2017 we realized revenues in the amount of $3,~~736 and $10,572 respectively~~598. Our gross loss for the three ~~and nine~~ months ended ~~March~~September 3130, 2018 were ($~~224 and $2~~650),~~385 respectively,~~ whereby for the three ~~and nine~~ months ended ~~March~~September 3130, 2017 we realized gross ~~profit~~loss ($~~476 and $368 respectively~~1,478). We attribute the ~~increase~~decline in revenue is due to ~~maintain~~ loss of ~~customer~~customers. ~~and~~However, ~~increase~~we ofare ~~gross~~doing ~~loss~~R is& ~~due~~D toon ~~higher~~our ~~direct~~services ~~cost~~products inand ~~2018.~~we We believe that insooner ~~order~~we towill ~~breakeven~~be breakeven and increase profit. Besides, we need to maintain control our direct cost and increase more customers in the future by increasing our marketing efforts as well as developing and introducing on new services.

Our net loss for the three ~~and nine~~ months ended ~~March~~September 3130, 2018 were $226,~~622 and $73~~842,~~560~~ ~~respectively,~~ while for the three ~~and nine~~ months ended ~~March~~September 3130, 2017 were net loss of $1228,~~742~~287. The cost and expenses reduced from U$645,~~208~~076 ~~respectively.~~and WeU$26,695 ~~attribute~~to ~~this~~U$650 ~~increase~~and ofU$6,103 ~~loss~~result ~~due~~of toreduction ~~additional~~of advertising ~~cost~~& ~~incurred~~promotion, tocost ~~increase~~ of ~~administrative~~R&D ~~expense~~ and ~~cost~~other ~~for~~compliance ~~business~~costs ~~expansion~~as a public company.

The increases in general and administrative expenses are result of advertising & promotion, cost of R&D, listing cost on the OTC market and compliance costs as a public company.

Liquidity and Capital Resources

For the ~~nine~~three months ended ~~March~~September 3130, 2018, we had cash and cash equivalents of $7313,~~399~~284. We have negative operating cash flows and our working capital has been and will continue to be significant. As a result, we depend substantially on financing activities to to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. For the nine months ended March 31, 2018 we have meet these requirements primarily by issuance of shares. The Company also initiated for IPOs subscriptions to make capital expansion in order to meet future prospect resources and in a meanwhile existing capital resources to meet our basic operating requirements for approximately twelve months.

Operating Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2018, net cash used in operating activities was ($939,~~810~~498), compared to net cash ~~used~~provided of by $7532,~~849 in~~106 ~~the~~for ~~prior~~June ~~year~~30, 2018. The operating cash flow performance primarily reflects the increase in net loss due to increase in general and administrative expenses for new company formation and preparation costs for listing on the OTC market.

Investing Activities

~~For~~We ~~the nine months ended March 31, 2018, we~~ have ~~invested~~no ininvesting 1%activities ~~interest~~to ~~for a price of $9,368 of Well Healthcare Group Sdn Bhd and acquired new equipment for $5,221~~date.

Financing Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2018, net cash ~~provided~~used by financing activities was $885,~~877,~~569 ~~mainly~~compared ~~from~~to ~~issuance~~$7,666 ofgenerated for ~~shares~~June ~~of $100~~30,~~828~~ 2018.

Capital Expenditures

We have no capital expenditures to date.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Contractual Obligations, Commitments and Contingencies

We currently have a lease agreement for the purchase of motor vehicle.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

~~Item~~ITEM 3 ~~Quantitative~~QUANTITATIVE ~~and~~AND ~~Qualitative~~QUALITATIVE ~~Disclosures~~DISCLOSURES ~~About~~ABOUT ~~Market~~MARKET ~~Risk~~RISK.

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

Item 4 ~~Controls~~CONTROLS ~~and~~AND ~~Procedures~~PROCEDURES.

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~March~~September 3130, 2018. This evaluation was carried out under the supervision ~~and~~ and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief ~~Executive~~ Executive Officer and Chief Financial Officer concluded that, as of ~~March~~September 3130, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of ~~March~~September 3130, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ~~ending~~ended ~~March~~September 3130, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit No.		Description

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer *
32.1		Section 1350 Certification of principal executive officer *
32.2		Section 1350 Certification of principal financial officer *

*Filed 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.

	HWH International Corp
	HWH International Corp (Name of Registrant)
	(Name of Registrant)
Date: November 13, 2018
Date: May 14, 2018
	By:	/s/ Ho Sit Chye
	Title:	Chief Executive Officer, President, Director, Secretary and Treasurer
		(Principal Executive Officer)
Date: May 14, 2018
	By:	/s/ Mustafa Ali Merchant
	Title:	Chief Financial Officer
		(Principal Financial Officer,
		Principal Accounting Officer)
Date: May 14, 2018
	By:	/s/ Ong Ann Tin
	Title:	Chief Operating Officer

Date: November 13, 2018
	By:	*/s/ Mustafa Ali Merchant*
	Title:	Chief Financial Officer
		(Principal Financial Officer,
		Principal Accounting Officer)

Date: November 13, 2018
	By:	*/s/ Ong Ann Tin*
	Title:	Chief Operating Officer

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