~~0001750106 us-gaap:SubsequentEventMember us-gaap:CommonStockMember AEI:UnderwrittenPublicOfferingMember 2021-07-25 2021-07-27~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

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

For the transition period from __________to _________

001-39732

Commission File Number

Alset EHome International Inc.

(Exact name of registrant as specified in its charter)

nevada		83-1079861
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

4800 Montgomery Lane, Suite 210, Bethesda, Maryland		20814
(Address of principal executive offices)		(Zip Code)

301-971-3940

Registrant’s telephone number, including area code

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		AEI		The NasdaqStock 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 Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of ~~August 16, 2021,~~May 13, 2022, there were ~~40,149,228~~113,187,898 shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.

Table of Contents

PART I FINANCIAL INFORMATION	F-1

Item 1. Financial Statements (Unaudited)	F-1

Condensed Consolidated Balance Sheets – March 31, 2022 and December 31, 2021	F-1

Condensed Consolidated Statements of Operations and Other Comprehensive Loss - Three Months Ended March 31, 2022 and 2021	F-2

Condensed Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2022 and 2021	F-3

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2022 and 2021	F-4

Notes to Condensed Consolidated Financial Statements	F-5 – F-33

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

Item 3. Quantitative and Qualitative Disclosure About Market Risk	10

Item 4. Controls and Procedures	10

PART II OTHER INFORMATION	10

Item 1. Legal Proceedings	10

Item 1A. Risk Factors	10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3. Defaults Upon Senior Securities	11

Item 4. Mine Safety Disclosures	11

Item 5. Other Information	11

Item 6. Exhibits	11

SIGNATURES	13

~~Table of Contents~~

~~PART I FINANCIAL INFORMATION~~	~~F-1~~

~~Item 1. Consolidated Financial Statements (Unaudited)~~

~~Consolidated Balance Sheets – June 30, 2021 and December 31, 2020~~	~~F-1~~

~~Consolidated Statements of Operations and Other Comprehensive Income (Loss) - Three and Six Months Ended June 30, 2021 and 2020~~	~~F-2~~

~~Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2021 and 2020~~	~~F-3~~

~~Consolidated Statements of Cash Flows – Six Months Ended June 30, 2021 and 2020~~	~~F-5~~

~~Notes to Consolidated Financial Statements~~	~~F-6 – F-35~~

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

~~Item 3. Quantitative and Qualitative Disclosure About Market Risk~~	9

~~Item 4. Controls and Procedures~~	9

~~PART II OTHER INFORMATION~~	9

~~Item 1. Legal Proceedings~~	9

~~Item 1A. Risk Factors~~	9

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	9

~~Item 3. Defaults Upon Senior Securities~~	10

~~Item 4. Mine Safety Disclosures~~	10

~~Item 5. Other Information~~	10

~~Item 6. Exhibits~~	11

~~SIGNATURES~~	12

Part I. Financial Information

Item 1. Financial Statements.

Alset EHome International Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2021			December 31, 2020
	(Unaudited)			(As Combined)			March 31, 2022			December 31, 2021
Assets:
Current Assets:
Cash	$	59,529,026		$	24,965,946		$	51,520,971		$	56,061,309
Restricted Cash		7,396,111			6,769,533			2,525,182			4,740,870
Account Receivables, Net		1,180,881			1,366,194			90,407			39,622
Other Receivables		746,506			644,576			264,587			334,788
Note Receivables - Related Parties		906,369			649,569			13,281,867			12,792,671
Prepaid Expenses		2,938,695			1,470,680
Prepaid Expense								523,382			1,202,451
Inventory		53,423			90,068			35,582			47,290
Investment in Securities at Fair Value		30,125,431			49,172,457			50,791,684			36,337,023
Investment in Securities at Cost		99,997			280,516			99,216			99,216
Deposits		25,528			48,820
Investment in Securities at Equity Method								31,766,187			30,801,129
Deposit								257,452			275,204
Total Current Assets		103,001,967			85,458,359			151,156,517			142,731,573

Real Estate
Rental Properties		6,810,685			-			25,402,436			24,820,253
Properties under Development		16,279,723			20,505,591			15,449,370			15,695,127
Operating Lease Right-Of-Use Asset		728,828			574,754			502,552			659,620
Deposit		271,167			249,676			39,653			39,653
Loan Receivable - Related Parties		-			840,000
Property and Equipment, Net		246,177			85,365			280,059			263,917
Total Assets	$	127,338,547		$	107,713,745		$	192,830,587		$	184,210,143

Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses	$	1,845,157		$	1,671,265		$	2,501,071		$	11,341,789
Deferred Revenue		2,919,283			2,867,226			220,015			728,343
Builder Deposits		541,349			1,262,336			-			31,553
Operating Lease Liability		147,135			381,412			168,145			283,989
Notes Payable		236,683			172,706			151,310			317,671
Notes Payable - Related Parties		5,989,374			2,534,281			950,459			833,658
Total Current Liabilities		11,678,981			8,889,226			3,991,000			13,537,003

Long-Term Liabilities:
Operating Lease Liability		594,780			193,342			345,506			383,354
Note Payable, Net of Discount		-			636,362
Total Liabilities		12,273,761			9,718,930			4,336,506			13,920,357

Stockholders’ Equity:
Preferred Stock, $0.001 par value; 25,000,000 shares authorized, NaN issued and outstanding		-			-			-			-
Series A $0.001 par value; 6,380 designated, NaNissued and outstanding		-			-
Series B $0.001 par value; 2,132 designated, NaNissued and outstanding		-			-
Preferred Stock Value
Common Stock, $0.001 par value; 250,000,000 shares authorized; 28,265,289 and 8,570,000 shares issued and outstanding on June 30, 2021 and December 31, 2020, respectively		28,265			8,570
Common Stock, $0.001 par value; 250,000,000 shares authorized; 113,187,898 and 87,368,446 shares issued and outstanding on March 31, 2022 and December 31, 2021, respectively								113,188			87,368
Additional Paid in Capital		204,762,770			102,729,944			320,404,965			296,181,977
Accumulated Other Comprehensive Income (Loss)		(40,823	)		2,143,338
Accumulated Deficit		(117,799,610	)		(44,910,297	)		(154,700,759	)		(148,233,473	)
Accumulated Other Comprehensive Income								293,721			341,646
Total Alset EHome International Stockholders’ Equity		86,950,602			59,971,555			166,111,115			148,377,518
Non-controlling Interests		28,114,184			38,023,260			22,382,966			21,912,268
Total Stockholders’ Equity		115,064,786			97,994,815			188,494,081			170,289,786

Total Liabilities and Stockholders’ Equity	$	127,338,547		$	107,713,745		$	192,830,587		$	184,210,143

See accompanying notes to condensed consolidated unaudited financial statements.

F-1

Alset EHome International Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Other Comprehensive ~~Income (Loss)~~Loss

For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2021
2020
As Combined
2021
2020
As Combined

Revenue
Real Estate
$ 4,584,542 $ 2,047,405 $ 8,478,673 $ 5,001,794
Biohealth 1,958,890 18,420 3,671,673 29,202
Total Revenue 6,543,432 2,065,825 12,150,346 5,030,996
Operating Expenses
Cost of Sales 2,607,950 1,609,223 6,305,804 3,992,926
General and Administrative 8,611,512 2,582,881 10,926,830 3,588,524
Inventory Written Off - (2,009 ) - -
Total Operating Expenses 11,219,462 4,190,095 17,232,634 7,581,450

Operating Losses from Operations (4,676,030 ) (2,124,270 ) (5,082,288 ) (2,550,454 )

Other Income (Expense)
Interest Income 25,656 14,609 56,288 34,027
Interest Expense (262,703 ) (79,585 ) (316,285 ) (140,516 )
Foreign Exchange Rate Transaction Gain (Loss) 958,334 (796,709 ) 2,421,031 1,463,773
Unrealized (Loss) Gain on Securities Investment (21,168,905 ) 1,103,064 (30,703,914 ) 1,561,486
Realized Gain on Securities Investment 555,206 26,395 296,961 26,395
Loss on Investment on Security by Equity Method (77,459 ) (140,740 ) (102,306 ) (140,740 )
Finance Income (Costs) (50,261,203 ) 347 (50,844,071 ) (4,890 )
Other Income 19,044 38,413 30,300 43,884
Total Other Income (Expense), Net (70,212,030 ) 165,794 (79,161,996 ) 2,843,419

Net (Loss) Income Before Income Taxes (74,888,060 ) (1,958,476 ) (84,244,284 ) 292,965

Income Tax Expense (1,264 ) (114,653 ) (452,601 ) (114,653 )

Net (Loss) Income (74,889,324 ) (2,073,129 ) (84,696,885 ) 178,312

Loss from Discontinued Operations, Net of Tax - (361,385 ) - (361,385 )
Net Loss (74,889,324 ) (2,434,514 ) (84,696,885 ) (183,073 )

Net Loss Attributable to Non-Controlling Interest (8,238,460 ) (1,269,460 ) (11,807,572 ) (633,021 )

Net (Loss) Income Attributable to Common Stockholders $ (66,650,864 ) $ (1,165,054 ) $ (72,889,313 ) $ 449,948

Other Comprehensive Income (Loss), Net
Unrealized Gain (Loss) on Securities Investment (35,922 ) 13,115 (37,909 ) 516
Foreign Currency Translation Adjustment (1,070,191 ) 626,872 (2,839,631 ) (1,047,149 )
Comprehensive Loss (75,995,437 ) (1,433,142 ) (87,574,425 ) (1,229,706 )

Comprehensive Loss Attributable to Non-controlling Interests (8,584,838 ) (1,054,420 ) (12,913,762 ) (1,001,551 )

Comprehensive Loss Attributable to Common Stockholders $ (67,410,599 ) $ (378,722 ) $ (74,660,663 ) $ (228,155 )

Net (Loss) Income Per Share - Basic and Diluted
Continuing Operations $ (6.03 ) $ (0.08 ) $ (7.42 ) $ 0.08
Discontinued Operations $ - $ (0.04 ) $ - $ (0.03 )
Net Income (Loss) Per Share $ (6.03 ) $ (0.12 ) $ (7.42 ) $ 0.05

Weighted Average Common Shares Outstanding - Basic and Diluted 11,056,534 9,758,236 9,824,059 9,880,967
2022 2021

Revenue
Rental $ 232,582 $ -
Property 1,041,524 3,894,131
Biohealth 617,471 1,712,783
Other 60,660 -
Total Revenue 1,952,237 5,606,914
Operating Expenses
Cost of Revenue 1,114,550 3,697,854
General and Administrative 2,491,228 2,312,505
Total Operating Expenses 3,605,778 6,010,359

Operating Losses from Operations (1,653,541 ) (403,445 )

Other Income (Expense)
Interest Income 172,400 30,632
Interest Expense - (53,582 )
Foreign Exchange Transaction Gain 408,095 1,462,697
Unrealized Loss on Securities Investment (3,899,015 ) (9,535,009 )
Realized Loss on Securities Investment (3,436,783 ) (258,245 )
Loss on Investment on Security by Equity Method (136,380 ) (24,847 )
Finance Costs (448,008 ) (582,868 )
Other Income 1,284,893 11,256
Total Other Expense, Net (6,054,798 ) (8,949,966 )

Net Loss Income Before Income Taxes (7,708,339 ) (9,353,411 )

Income Tax Expense (222,114 ) (451,337 )

Net Loss (7,930,453 ) (9,804,748 )

Net Loss Attributable to Non-Controlling Interest (1,463,167 ) (3,569,112 )

Net Loss Attributable to Common Stockholders $ (6,467,286 ) $ (6,235,636 )

Other Comprehensive Loss, Net
Unrealized Loss on Securities Investment (9,123 ) (1,987 )
Foreign Currency Translation Adjustment (649,140 ) (1,769,440 )
Comprehensive Loss (8,588,716 ) (11,576,175 )

Comprehensive Loss Attributable to Non-controlling Interests (1,085,395 ) (4,328,924 )

Comprehensive Loss Attributable to Common Stockholders $ (7,503,321 ) $ (7,247,251 )

Net Loss Per Share - Basic and Diluted $ (0.07 ) $ (0.73 )

Weighted Average Common Shares Outstanding - Basic and Diluted 99,184,657 8,572,222
See accompanying notes to condensed consolidated unaudited financial statements.

F-2

Alset EHome International Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022
(Unaudited)

Series A Preferred Stock Series B Preferred Stock Common Stock
Shares Par Value $0.001 Shares Par Value $0.001 Shares Par Value $0.001 Additional Paid in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Alset EHome International Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity
Balance at January 1, 2022 - $ - - $ - 87,368,446 $ 87,368 $ 296,181,977 $ 341,646 $ (148,233,473 ) $ 148,377,518 $ 21,912,268 $ 170,289,786

Issuance of Stock by Exercising Warrants - - - - 15,819,452 15,820 (11,925 ) - - 3,895 - 3,895

Convert Related Party Note to Common Stock - - - - 10,000,000 10,000 6,203,000 - - 6,213,000 - 6,213,000

Deconsolidate Alset Capital Acquisition - - - - - - 17,160,800 - - �� 17,160,800 2,227,744 19,388,544

Gain from Purchase of DSS Stock - - - - - - 737,572 - - 737,572 - 737,572

Beneficial Conversion Feature Intrinsic Value, Net - - - - - - 450,000 - - 450,000 - 450,000

Change in Non-Controlling Interests - - - - - - (316,459 ) 459,069 - 142,610 (142,610 ) -

Change in Unrealized Loss on Investment - - - - - - - (7,027 ) - (7,027 ) (2,096 ) (9,123 )

Foreign Currency Translations - - - - - - - (499,967 ) - (499,967 ) (149,173 ) (649,140 )

Net Loss - - - - - - - - (6,467,286 ) (6,467,286 ) (1,463,167 ) (7,930,453 )

Balance at March 31, 2022 - $ - - $ - 113,187,898 $ 113,188 $ 320,404,965 $ 293,721 $ (154,700,759 ) $ 166,111,115 $ 22,382,966 $ 188,494,081
Alset EHome International Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the Three Months Ended March 31, 2021
(Unaudited)

Series A Preferred Stock Series B Preferred Stock Common Stock
Shares Par Value $0.001 Shares Par Value $0.001 Shares Par Value $0.001 Additional Paid in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Alset EHome International Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity
Balance at January 1, 2021
As Combined
- $ - - $ - 8,570,000 $ 8,570 $ 102,729,944 $ 2,143,338 $ (44,910,297 ) $ 59,971,555 $ 38,023,260 $ 97,994,815

Issuance of Common Stock
Issuance of Common Stock, shares
Change Common stock to Series A Prefered Stock
Change Common stock to Series A Prefered Stock, shares
Issuance of Series B Prefered Stock
Issuance of Series B Prefered Stock, shares
Convert Preferred Stock Series A and B to Common
Convert Preferred Stock Series A and B to Common, shares
Convertible Note to Stock
Convertible Note to Stock, shares
Cancellation of Outstanding Stock
Cancellation of Outstanding Stock, shares
Change in Minority Interest
Issuance of Stock for Services - - - - 10,000 10 60,890 - - 60,900 - 60,900

Transactions under Common Control - - - - - - (57,190,499 ) - - (57,190,499 ) - (57,190,499 )

Sale of Vivacitas to Related Party - - - - - - 2,279,872 - - 2,279,872 - 2,279,872

Purchase Stock of True Partner from Related Party - - - - - - 3,274,060 - - 3,274,060 - 3,274,060

Beneficial Conversion Feature Intrinsic Value, Net - - - - - - 50,770,192 - - 50,770,192 - 50,770,192

Subsidiary’s Issuance of Stock - - - - - - 46,099 - - 46,099 34,677 80,776

Proceeds from Selling Subsidiary Equity - - - - - - 142,675 - - 142,675 107,325 250,000

Change in Non-Controlling Interest - - - - - - 76,412 (39,067 ) - 37,345 (37,345 ) -

Change in Unrealized Loss on Investment - - - - - - - (1,135 ) - (1,135 ) (852 ) (1,987 )

Foreign Currency Translations - - - - - - - (1,010,527 ) - (1,010,527 ) (758,913 ) (1,769,440 )

Distribution to Non-Controlling Shareholders - - - - - - - - - - (82,250 ) (82,250 )

Net Loss - - - - - - - - (6,238,449 ) (6,238,449 ) (3,569,112 ) (9,807,561 )

Balance at March 31, 2021 - - - - 8,580,000 8,580 102,189,645 1,092,609 (51,148,746 ) 52,142,088 33,716,790 85,858,878

Issuance of Common Stock - - - - 8,389,324 8,389 39,260,191 - - 39,268,580 - 39,268,580

Convert Common stock to Series A Preferred Stock 6,380 6 - - (6,380,000 ) (6,380 ) 6,374 - - - - -

Convert Related Party Note Payable to Series B Preferred Stock - - 2,132 2 - - 12,999,998 - - 13,000,000 - 13,000,000

Convert Series A and B Preferred Stock to Common Stock (6,380 ) (6 ) (2,132 ) (2 ) 8,512,000 8,512 (8,504 ) - - - - -

Change in Non-Controlling Interest - - - - - - (2,885,117 ) (343,225 ) - (3,228,342 ) 3,228,342 -

Convert Related Party Note Payable to Common Stock - - - - 9,163,965 9,164 51,217,402 - - 51,226,566 - 51,226,566

Subsidiary’s Issuance of Stock - - - - - - 1,961,349 - - 1,961,349 784,100 2,745,449

Proceeds from Selling Subsidiary Equity - - - - - - 21,432 - - 21,432 8,568 30,000

Change in Unrealized Loss on Investment - - - - - - - (25,663 ) - (25,663 ) (10,259 ) (35,922 )

Foreign Currency Translations - - - - - - - (764,544 ) - (764,544 ) (305,647 ) (1,070,191 )

Distribution to Non-Controlling Shareholders - - - - - - - - - - (1,069,250 ) (1,069,250 )

Net Loss - - - - - - - - (66,650,864 ) (66,650,864 ) (8,238,460 ) (74,889,324 )

Balance at June 30, 2021 - $ - - $ - 28,265,289 $ 28,265 $ 204,762,770 $ (40,823 ) $ (117,799,610 ) $ 86,950,602 $ 28,114,184 $ 115,064,786
Series A Preferred Stock Series B Preferred Stock Common Stock
Shares Par Value $0.001 Shares Par Value $0.001 Shares Par Value $0.001 Additional Paid in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Alset EHome International Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity
Balance at January 1, 2021 (As Combined) - $ - - $ - 8,570,000 $ 8,570 $ 102,339,666 $ 2,143,338 $ (44,793,713 ) $ 59,697,861 $ 37,980,325 $ 97,678,186
Beginning balance, value - $ - - $ - 8,570,000 $ 8,570 $ 102,339,666 $ 2,143,338 $ (44,793,713 ) $ 59,697,861 $ 37,980,325 $ 97,678,186

Issuance of Stock for Services - - 10,000 10 60,890 60,900 60,900

Transactions under Common Control - - - (57,190,499 ) (57,190,499 ) (57,190,499 )

Sale of Vivacitas to Related Party - - - 2,279,872 2,279,872 2,279,872

Purchase Stock of True Partner from Related Party - - - 3,274,060 3,274,060 3,274,060

Beneficial Conversion Feature Intrinsic Value, Net - - - 50,770,192 50,770,192 50,770,192

Subsidiary’s Issuance of Stock - - - 46,099 46,099 34,677 80,776

Proceeds from Selling Subsidiary Equity - 142,675 142,675 107,325 250,000

Change in Non-Controlling Interest - 76,412 (39,067 ) 37,345 (37,345 ) -

Change in Unrealized Gain on Investment - (1,135 ) (1,135 ) (852 ) (1,987 )

Foreign Currency Translations - (1,010,527 ) (1,010,527 ) (758,913 ) (1,769,440 )

Distribution to Non-Controlling Shareholders - (82,250 ) (82,250 )

Net Loss - - - - - - (6,235,636 ) (6,235,636 ) (3,569,112 ) (9,804,748 )

Balance at March 31, 2021 - $ - - $ - 8,580,000 $ 8,580 $ 101,799,367 $ 1,092,609 $ (51,029,349 ) $ 51,871,207 $ 33,673,855 $ 85,545,062
Ending balance, value - $ - - $ - 8,580,000 $ 8,580 $ 101,799,367 $ 1,092,609 $ (51,029,349 ) $ 51,871,207 $ 33,673,855 $ 85,545,062
See accompanying notes to condensed consolidated unaudited financial statements.

F-3

Alset EHome International Inc. and Subsidiaries
Condensed Consolidated Statements of ~~Stockholders’ Equity~~Cash Flows
For the Three ~~and Six~~ Months Ended ~~June 30, 2020~~March 31, 2022 and 2021
(Unaudited)
2022 2021

Cash Flows from Operating Activities
Net Loss from Operations $ (7,930,453 ) $ (9,804,748 )
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation 13,580 7,873
Amortization of Right-Of-Use Asset 157,068 81,013
Amortization of Debt Discount 450,000 553,961
Shared-based Compensation & Expense - 134,192
Foreign Exchange Transaction Gain (408,630 ) (1,462,697 )
Unrealized Loss on Securities Investment 3,899,015 9,548,251
Realized Loss on Securities Investment 3,436,783 -
Loss on Equity Method Investment 133,983 24,847
Changes in Operating Assets and Liabilities
Real Estate (336,426 ) 441,764
Account Receivables 19,416 203,816
Prepaid Expense 679,069 (1,458,620 )
Trading Securities 4,068,011 (2,452,754 )
Inventory 10,902 77,709
Accounts Payable and Accrued Expenses (8,792,327 ) 596,355
Accrued Interest - Related Parties - 41,239
Deferred Revenue (508,328 ) 563,667
Operating Lease Liability (153,692 ) (66,954 )
Builder Deposits (31,553 ) (333,771 )
Net Cash Used in Operating Activities (5,293,582 ) (3,304,857 )

Cash Flows from Investing Activities
Purchase of Fixed Assets (3,665 ) (3,767 )
Purchase of Real Estate Properties (722,817 ) -
Purchase of Investment Securities (6,585,294 ) (108,208 )
Sales of Investment Securities to Related Party - 2,480,000
Promissory Note to Related Party - (15,489 )
Net Cash (Used in) Provided by Investing Activities (7,311,776 ) 2,352,536

Cash Flows from Financing Activities
Conversion of Related Party Note to Common Stock 6,213,000 -
Proceeds from Exercise of Subsidiary Warrants - 7,484
Proceeds from Sale of Subsidiary Shares - 250,000
Borrowing from PPP Loan - 68,502
Distribution to Non-controlling Interest Shareholders - (82,250 )
Repayment to Notes Payable (168,360 ) -
Repayment to Notes Payable - Related Parties - (1,200,000 )
Net Cash Provided by (Used in) Financing Activities 6,044,640 (956,264 )

Net Decrease in Cash and Restricted Cash (6,560,718 ) (1,908,585 )
Effects of Foreign Exchange Rates on Cash (195,308 ) (31,788 )
Cash and Restricted Cash - Beginning of Year 60,802,179 31,235,456
Cash and Restricted Cash- End of Period $ 54,046,153 $ 29,295,083

Supplementary Cash Flow Information
Cash Paid for Interest $ 1,524 $ 6,627
Cash Paid for Taxes $ - $ 45,410

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Unrealized Gain (Loss) on Investment $ 728,449 $ (1,987 )
Initial Recognition of ROU / Lease Liability $ - $ 256,928
Acquiring True Partner Stock $ - $ 10,003,689
Sale of Investment in Vivacitas to Related Party $ - $ 2,279,872
Deconsolidate Alset Capital Acquisition $ 19,388,544 $ -
Intrinsic Value of BCF $ 450,000 $ -
Issuance of Stock by Exercising Warrants $ 3,895 $ -
Transactions under Common Control $ - $ 57,190,499

Series A Preferred Stock Series B Preferred Stock Common Stock
Shares Par Value $0.001 Shares Par Value $0.001 Shares Par Value $0.001 Additional Paid in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Alset EHome International Stockholders’ Equity Non-Controlling Interests Total Stockholders’ Equity
Balance at January 1, 2020 As Combined - $ - - $ - 10,001,000 $ 10,001 $ 56,772,175 $ 1,458,289 $ (42,089,625 ) $ 16,150,839 $ 7,067,596 $ 23,218,435

Subsidiary’s Issuance of Stock - - - - - - 2,025,807 - - 2,025,807 353,537 2,379,344

Proceeds from Selling Subsidiary Equity - - - - - - 3,270 - - 3,270 1,730 5,000

Change in Unrealized Loss on Investment - - - - - - - (8,240 ) - (8,240 ) (4,359 ) (12,599 )

Foreign Currency Translations - - - - - - - (1,094,810 ) - (1,094,810 ) (579,211 ) (1,674,021 )

Distribution to Non-Controlling Shareholders - - - - - - - - - - (197,400 ) (197,400 )

Net Income - - - - - - - - 1,615,002 1,615,002 636,439 2,251,441

Balance at March 31, 2020 - - - - 10,001,000 10,001 58,801,252 355,239 (40,474,623 ) 18,691,868 7,278,332 25,970,200
Beginning balance, amount - - - - 10,001,000 10,001 58,801,252 355,239 (40,474,623 ) 18,691,868 7,278,332 25,970,200

Cancellation of Outstanding Stock - - - - (3,601,000 ) (3,601 ) 3,601 - - - - -

Subsidiary’s Issuance of Stock - - - - - - 1,262,990 - - 1,262,990 770,156 2,033,146

Change in Minority Interest - - - - - - (445,936 ) (18,317 ) - (464,253 ) 464,253 -

Proceeds from Selling Subsidiary Equity - - - - - - 16,959 - - 16,959 10,341 27,300

Change in Unrealized Loss on Investment - - - - - - - 8,147 - 8,147 4,968 13,115

Foreign Currency Translations - - - - - - - 389,413 - 389,413 237,459 626,872

Net Loss - - - - - - - - (1,165,054 ) (1,165,054 ) (1,269,460 ) (2,434,514 )
Net Income (Loss) - - - - - - - - (1,165,054 ) (1,165,054 ) (1,269,460 ) (2,434,514 )

Balance at June 30, 2020 As Combined - $ - - $ - 6,400,000 $ 6,400 $ 59,638,866 $ 734,482 $ (41,639,677 ) $ 18,740,070 $ 7,496,049 $ 26,236,119
Ending balance, amount - $ - - $ - 6,400,000 $ 6,400 $ 59,638,866 $ 734,482 $ (41,639,677 ) $ 18,740,070 $ 7,496,049 $ 26,236,119
See accompanying notes to condensed consolidated unaudited financial statements.

F-4

Alset EHome International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements ~~of Cash Flows~~
For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~
(Unaudited)

2021 2020
(As Combined)
Cash Flows from Operating Activities
Net Income (Loss) from Operations $ (84,696,885 ) $ 178,312
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation 34,164 13,062
Amortization of Right -Of - Use Asset 259,691 141,097
Amortization of Debt Discount 50,813,099 3,777
Shared-based Compensation 133,983 1,564,376
Foreign Exchange Rate Transaction Gain (2,421,031 ) (1,375,471 )
Unrealized Loss (Gain) on Securities Investment 30,703,914 (1,561,486 )
Loss on Equity Method Investment 102,306 140,740
Changes in Operating Assets and Liabilities
Real Estate (2,584,817 ) (2,387,115 )
Account Receivables (6,503 ) 497,845
Prepaid Expense (1,480,203 ) (411,057 )
Investment in Securities (952,509 ) -
Inventory 33,236 (17,231 )
Accounts Payable and Accrued Expenses 173,892 3,011,179
Accrued Interest - Related Parties 73,903 100,324
Deferred Revenue 52,057 940,699
Operating Lease Liability (167,161 ) (147,231 )
Builder Deposits (720,987 ) (249,145 )
Income Tax Payable - 114,653
Net Cash Provided by (Used in) Operating Activities (10,649,851 ) 557,328
Net Cash Used in Discontinued Operating Activities - (353,123 )
Net Cash Provided by (Used in) Operating Activities (10,649,851 ) 204,205

Cash Flows from Investing Activities
Purchase of Fixed Assets (87,044 ) (4,182 )
Proceeds from Global Opportunity Fund Liquidation - 301,976
Purchase of Investment Securities (758,208 ) -
Sales of Investment Securities to Related Party 2,480,000 -
Issuing Loan Receivable - Related Parties
(240,129
) (200,000 )
Proceed from Loan Receivable - Related Parties 840,000 123,185
Net Cash Provided by Investing Activities 2,234,619 220,979
Net Cash Provided by Discontinued Investing Activities - -
Net Cash Provided by Investing Activities 2,234,619 220,979

Cash Flows from Financing Activities
Proceeds from Common stock Issuance
39,268,580

615,623

Proceeds from Exercise of Subsidiary Warrants 2,753,203 -
Proceeds Received in Advance of Warrant Exercise
-
1,419,605
Proceeds from Sale of Subsidiary Shares 280,000 2,264,791
Dividend Paid on Subsidiary Preferred Stock (73,750 ) (4,861 )
Proceed from Note Payable - 671,634
Proceed from PPP Loan 68,502 -
Distribution to Non-controlling Interest Shareholders (1,151,500 ) (197,400 )
Repayment to Notes Payable (690,035 ) (265,367 )
Proceeds from Notes Payable - Related Parties
5,545,495
-
Repayment to Notes Payable - Related Parties (2,102,400 ) 202,167
Net Cash Provided by Financing Activities 43,898,095 4,706,192
Net Cash Provided by Discontinued Financing Activities - -
Net Cash Provided by Financing Activities 43,898,095 4,706,192

Net Increase in Cash and Restricted Cash 34,482,863 5,131,376
Effects of Foreign Exchange Rates on Cash (293,205 ) 14,844
Cash and Restricted Cash - Beginning of Period 31,735,479 8,552,744
Cash and Restricted Cash- End of Period $ 66,925,137 $ 13,698,964

Supplementary Cash Flow Information
Cash Paid for Interest $ 14,454 $ 8,031
Cash Paid for Taxes $ 451,410 $ -

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Unrealized Loss on Investment $ (37,909 ) $ -
Initial Recognition of ROU / Lease Liability $ 256,928 $ -
Acquiring True Partner Stock by Issuing Promissory Note $ 10,003,689 $ -
Sale of Investment in Vivacitas to Related Party $ 2,279,872 $ -
Transactions under Common Control $ 57,190,499 $ -
Beneficial Conversion Feature $ (50,770,192 ) $ -
Convert Related Party Note Payable to Common Stock $ 64,226,566 $ -
~~See accompanying notes to consolidated unaudited financial statements.~~
~~F-5~~
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Alset EHome International Inc. (the “Company” or “AEI”), formerly known as HF Enterprises Inc., was incorporated in the State of Delaware on March 7, 2018 and 1,000shares of common stock was issued to Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company. AEI is a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong, Australia and South Korea. The Company manages its principal businesses primarily through its subsidiary, Alset International Limited (“Alset International”, f.k.a. Singapore eDevelopment Limited), a company publicly traded on the Singapore Stock Exchange.

The Company has four operating segments based on the products and services ~~offered. These~~we offer, which include ~~the~~ three ~~principal businesses that have been the majority~~ of our ~~operations~~principal businesses – real estate, digital transformation technology and biohealth – as well as a fourth category consisting of certain other business activities. ~~At the present time, our financial services activities are reported under our other business activities. Our biohealth activities include the sale of consumer products.~~
2. ~~GOING CONCERN~~

The accompanying consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations over the past six months. As of and for the six months ended June 30, 2021, the Company had an accumulated deficit of $~~117,799,610~~ ~~and a loss of $5,082,288~~ ~~from operations.~~
As a result, these conditions may raise substantial doubt regarding our ability to continue as a going concern twelve months from the date of issuance of our consolidated financial statements. However, the Company expects to have high volume of cash in hand and strong operating cash inflows for at least the next twelve months. As of June 30, 2021, the Company had cash $~~59,529,026~~ ~~and restricted cash $7,396,111~~ ~~compared to cash $24,965,946~~ ~~and restricted cash $6,769,533~~ ~~as of December 31, 2020. SeD Maryland Development LLC has an $~~8 ~~million credit line from Manufacturers and Traders Trust Company (“M&T Bank”) and the loan balance with M&T Bank was $~~0 as of June 30, 2021. Management has evaluated the conditions in relation to the Company’s ability to meet its obligations and plans to continue borrowing funds from third party financial institutions in order to meet the operating cash requirements. As of June 30, 2021 and December 31, 2020, the loans from related party were $~~5,989,374~~ ~~and $2,534,281~~. Funding the Company’s operations is our first priority, before repaying related party debtors. Therefore, available cash will be used to fund the Company’s operations before related party debtor repayments. At the same time management will concurrently work with the related party debtors on a plan to repay the related party loans, which are repayable on demand.
~~During the six months ended June 30, 2021, the revenue from lot sales was approximately $8.5~~ ~~million and revenue from our biohealth business was approximately $3.7~~ ~~million. Furthermore, the Company had not defaulted on any principal and interest repayment on its loans and borrowings and had repaid one of its bank loans during the year.~~
~~As a result of management’s plans, high volume cash in bank accounts, favorable cash revenue from real estate and biohealth operations in six months ended on June 30, 2021, and availability of $~~8 million line of credit under M&T Bank loan agreement, the Company believes the initial conditions which raised substantial doubt regarding the ability to continue as a going concern have been alleviated. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively impact our future operations.
3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or any other interim periods or for any other future years. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, ~~2020~~2021 filed on ~~April 14, 2021.~~March 31, 2022.
~~F-6~~

The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stockand controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated.

The Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the following entities as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, as follows:
~~Schedule of Subsidiaries~~SCHEDULE OF SUBSIDIARIES
Attributable interest as of,
Name of subsidiary consolidated under AEI State or other jurisdiction of incorporation or organization June 30,
2021 December 31, 2020
% %
Hengfai International Pte. Ltd Singapore 100 100
Hengfai Business Development Pte. Ltd Singapore 100 100
Heng Fai Enterprises Pte. Ltd. Singapore 0 100
Global eHealth Limited Hong Kong 100 100
Alset International Limited (f.k.a. Singapore eDevelopment Limited) Singapore 71.4 57.1
Singapore Construction & Development Pte. Ltd. Singapore 71.4 57.1
Art eStudio Pte. Ltd. Singapore 36.4 * 29.1 *
Singapore Construction Pte. Ltd. Singapore 71.4 57.1
Global BioMedical Pte. Ltd. Singapore 71.4 57.1
Alset Innovation Pte. Ltd. (f.k.a. SeD Investment Pte. Ltd.) Singapore 71.4 57.1
Health Wealth Happiness Pte. Ltd. Singapore 71.4 57.1
SeD Capital Pte. Ltd. Singapore 71.4 57.1
LiquidValue Asset Management Pte. Ltd. (f.k.a. HengFai Asset Management Pte. Ltd.) Singapore 76.6 46.9 *
SeD Home Limited Hong Kong 71.4 57.1
SeD Management Pte. Ltd. (f.k.a. SeD Reits Management Pte. Ltd.) Singapore 71.4 57.1
Global TechFund of Fund Pte. Ltd. Singapore 71.4 57.1
Singapore eChainLogistic Pte. Ltd. Singapore 71.4 57.1
BMI Capital Partners International Limited. Hong Kong 71.4 57.1
SeD Perth Pty. Ltd. Australia 71.4 57.1
SeD Intelligent Home Inc. (f.k.a SeD Home International, Inc.) United States of America 71.4 57.1
LiquidValue Development Inc. (f.k.a. SeD Intelligent Home Inc.) United States of America 71.4 57.1
Alset EHome Inc. (f.k.a. Alset iHome Inc., SeD Home & REITs Inc. and SeD Home, Inc.) United States of America 71.4 57.1
SeD USA, LLC United States of America 71.4 57.1
150 Black Oak GP, Inc. United States of America 71.4 57.1
SeD Development USA Inc. United States of America 71.4 57.1
150 CCM Black Oak, Ltd. United States of America 71.4 57.1
SeD Texas Home, LLC United States of America 71.4 57.1
SeD Ballenger, LLC United States of America 71.4 57.1
SeD Maryland Development, LLC United States of America 59.7 47.8 *
SeD Development Management, LLC United States of America 60.7 48.6 *
SeD Builder, LLC United States of America 71.4 57.1
GigWorld Inc. (f.k.a. HotApp Blockchain Inc.) United States of America 71.2 57.0
HotApp BlockChain Pte. Ltd. (f.k.a. HotApps International Pte. Ltd.) Singapore 71.2 57.0
HotApp International Limited Hong Kong 71.2 57.0
HWH International, Inc. United States of America 71.4 57.1
Health Wealth & Happiness Inc. United States of America 71.4 57.1
HWH Multi-Strategy Investment, Inc. United States of America 71.4 57.1
SeD REIT Inc. United States of America 71.4 57.1
Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.) United States of America 71.2 57.0
HWH World Inc. United States of America 71.2 57.0
HWH World Pte. Ltd. Singapore 71.2 57.0
UBeauty Limited Hong Kong 71.4 57.1
WeBeauty Korea Inc Korea 71.4 57.1
HWH World Limited Hong Kong 71.4 57.1
HWH World Inc. Korea 71.4 57.1
Alset BioHealth Pte. Ltd. Singapore 71.4 57.1
Alset Energy Pte. Ltd. Singapore 71.4 57.1
Alset Payment Inc. United States of America 71.4 57.1
Alset World Pte. Ltd. Singapore 71.4 57.1
BioHealth Water Inc. United States of America 71.4 57.1
Impact BioHealth Pte. Ltd. Singapore 71.4 57.1
American Home REIT Inc. United States of America 76.6 46.9 *
Alset Solar Inc. United States of America 57.1 45.7 *
HWH KOR Inc. United States of America 71.4 57.1
Open House Inc. United States of America 71.4 57.1
Open Rental Inc. United States of America 71.4 57.1
Hapi Cafe Inc. (Nevada) United States of America 71.4 57.1
Global Solar REIT Inc. United States of America 71.4 57.1
OpenBiz Inc. United States of America 71.4 57.1
Hapi Cafe Inc. (Texas) United States of America 100 100
HWH (S) Pte. Ltd. Singapore 71.4 0
American Pacific Bancorp Inc. United States of America 86.4 0
HengFeng Finance Limited Hong Kong 86.4 0
Decentralize Finance Inc. United States of America 86.4 0
True Partner International Limited Hong Kong 100 0
LiquidValue Development Pte. Ltd. Singapore 100 0
LiquidValue Development Limited. Hong Kong 100 0
EPowerTech Inc. United States of America 100 0
Alset EPower Inc. United States of America 100 0
Attributable interest as of,
Name of subsidiary consolidated under AEI State or other jurisdiction of incorporation or organization March 31, 2022 December 31, 2021
% %
Alset Global Pte. Ltd. Singapore 100 100
Alset Business Development Pte. Ltd. Singapore 100 100
Global eHealth Limited Hong Kong 100 100
Alset International Limited Singapore 77.0 76.8
Singapore Construction & Development Pte. Ltd. Singapore 77.0 76.8
Art eStudio Pte. Ltd. Singapore 39.3 * 39.2 *
Singapore Construction Pte. Ltd. Singapore 77.0 76.8
Global BioMedical Pte. Ltd. Singapore 77.0 76.8
Alset Innovation Pte. Ltd. Singapore 77.0 76.8
Health Wealth Happiness Pte. Ltd. Singapore 77.0 76.8
SeD Capital Pte. Ltd. Singapore 77.0 76.8
LiquidValue Asset Management Pte. Ltd. Singapore 77.0 76.8
Alset Solar Limited Hong Kong 77.0 76.8
Alset F&B One Pte. Ltd Singapore 69.3 69.2
Global TechFund of Fund Pte. Ltd. Singapore 77.0 76.8
Singapore eChainLogistic Pte. Ltd. Singapore 77.0 76.8
BMI Capital Partners International Limited. Hong Kong 77.0 76.8
SeD Perth Pty. Ltd. Australia 77.0 76.8
SeD Intelligent Home Inc. United States of America 77.0 76.8
LiquidValue Development Inc. United States of America 77.0 76.8
Alset EHome Inc. United States of America 77.0 76.8
SeD USA, LLC United States of America 77.0 76.8
150 Black Oak GP, Inc. United States of America 77.0 76.8
SeD Development USA Inc. United States of America 77.0 76.8
150 CCM Black Oak, Ltd. United States of America 77.0 76.8
SeD Texas Home, LLC United States of America 77.0 76.8
SeD Ballenger, LLC United States of America 77.0 76.8
SeD Maryland Development, LLC United States of America 64.3 64.2
SeD Development Management, LLC United States of America 65.5 65.3
SeD Builder, LLC United States of America 77.0 76.8
GigWorld Inc. United States of America 76.8 76.6
HotApp BlockChain Pte. Ltd. Singapore 76.8 76.6
HotApp International Limited Hong Kong 76.8 76.6
HWH International, Inc. (Delaware) United States of America 77.0 76.8
Health Wealth & Happiness Inc. United States of America 77.0 76.8
F-5
HWH Multi-Strategy Investment, Inc. United States of America 77.0 76.8
SeD REIT Inc. United States of America 77.0 76.8
Gig Stablecoin Inc. United States of America 76.8 76.6
HWH World Inc. United States of America 76.8 76.6
HWH World Pte. Ltd. Singapore 76.8 76.6
UBeauty Limited Hong Kong 77.0 76.8
WeBeauty Korea Inc Korea 77.0 76.8
HWH World Limited Hong Kong 77.0 76.8
HWH World Inc. Korea 77.0 76.8
Alset BioHealth Pte. Ltd. Singapore 77.0 76.8
Alset Energy Pte. Ltd. Singapore 77.0 76.8
Alset Payment Inc. (now known as GDC REIT Inc.) United States of America 77.0 76.8
Alset World Pte. Ltd. Singapore 77.0 76.8
BioHealth Water Inc. United States of America 77.0 76.8
Impact BioHealth Pte. Ltd. Singapore 77.0 76.8
American Home REIT Inc. United States of America 77.0 76.8
Alset Solar Inc. United States of America 61.6 61.5
HWH KOR Inc. United States of America 77.0 76.8
Open House Inc. United States of America 77.0 76.8
Open Rental Inc. United States of America 77.0 76.8
Hapi Cafe Inc. (Nevada) United States of America 77.0 76.8
Global Solar REIT Inc. United States of America 77.0 76.8
OpenBiz Inc. United States of America 77.0 76.8
Hapi Cafe Inc. (Texas) United States of America 100 100
HWH (S) Pte. Ltd. Singapore 77.0 76.8
True Partner International Limited Hong Kong 100 100
LiquidValue Development Pte. Ltd. Singapore 100 100
LiquidValue Development Limited Hong Kong 100 100
EPowerTech Inc. United States of America 100 100
Alset EPower Inc. United States of America 100 100
AHR Asset Management Inc. United States of America 77.0 76.8
HWH World Inc. (Nevada) United States of America 77.0 76.8
Alset F&B Holdings Pte. Ltd. Singapore 77.0 76.8
Credas Capital Pte. Ltd. Singapore 38.5 * 38.4 *
Credas Capital GmbH Switzerland 38.5 * 38.4 *
Smart Reward Express Limited Hong Kong 38.4 * 38.3 *
Partners HWH Pte. Ltd. Singapore 77.0 76.8
AHR Texas Two LLC United States of America 77.0 76.8
AHR Black Oak One LLC United States of America 77.0 76.8
Hapi Air Inc. United States of America 88.5 88.4
AHR Texas Three, LLC United States of America 77.0 76.8
Alset Capital Pte. Ltd. Singapore 100 100
Hapi Cafe Korea, Inc. Korea 100 100
Green Energy Inc. United States of America 100 100
Green Energy Management Inc. United States of America 100 100
Alset Metaverse Inc. United States of America 95.6 95.6
Alset Management Group Inc. United States of America 79.7 88.2
Alset Acquisition Sponsor, LLC United States of America 79.7 79.6
Alset Capital Acquisition Corp. United States of America 23.4 79.6
Alset Spac Group Inc. United States of America 79.7 79.6
Alset Mining Pte. Ltd. Singapore 77.0 -
Alset Inc. United States of America 100 -
Hapi Travel Pte. Ltd. Singapore 77.0 -
Hapi WealthBuilder Pte. Ltd. Singapore 77.0 -

* Although the Company indirectly holds percentage of shares of these entities less than 50%, the subsidiaries of the Company directly hold more than 50% of shares of these entities, and therefore, they are still consolidated into the ~~Company~~.Company.
~~F-7~~
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, allowance for doubtful accounts, valuation of real estate assets, allocation of development costs and capitalized interest to sold lots, fair value of the investments, the valuation allowance of deferred taxes, and contingencies. Actual results could differ from those estimates.

F-6
In our property development business, land acquisition costs are allocated to each lot based on the area method, the size of the lot compared to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

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

Transactions between Entities under Common Control
On March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”) to purchase 1,500,000,000shares of Alset International Limited, ~~(“Alset International”),~~ which was valued at $28,363,966; (ii) purchase of all of the issued and outstanding stock of LiquidValue Development Pte Ltd. (“LVD”), which was valued at $173,395; (iii) purchase of 62,122,908ordinary shares in True Partner Capital Holding Limited (HKG: 8657) (“True Partner”), which was valued at $6,729,629; and (iv) purchase of 4,775,523shares of the common stock of American Pacific Bancorp Inc. (“APB”), which was valued at $28,653,138. The total amount of above four transactions was $63,920,129, payable on the Closing Date by the Company, in the convertible promissory notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval, shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), par value $0.001per share, at the conversion price of AEI’s Stock Market Price. AEI’s Stock Market Price shall be $5.59per share, equivalent to the average of the five closing per share prices of AEI’s Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P. The above four acquisitions from Chan Heng Fai ~~are~~were transactions between entities under common control.

On October 15, 2020, American Pacific Bancorp (which subsequently became a majority-owned subsidiary of the Company) entered into an acquisition agreement to acquire 3,500,001common shares of HengFeng Finance Limited (“HFL”), representing 100% of the common shares of HFL, in consideration for $1,500,000, to be satisfied by the issuance and allotment of 250,000shares of the Class A Common Stock of American Pacific Bancorp. HFL is incorporated in Hong Kong with limited liability. The principal activities of HFL are money lending, securities trading and investment. This transaction closed on April 21, 2021. This transaction between the Company and Chan Heng Fai is under common control of Chan Heng Fai.

The common control transactions resulted in the following basis of accounting for the financial reporting periods:

● The acquisition of the Warrants and True Partner stock were accounted for prospectively as of March 12, 2021 and they did not represent a change in reporting entity.
●
The acquisition of LVD, APB and HFL ~~were~~was under common control and iswas consolidated in accordance with ASC 850-50. The consolidated financial statements were retrospectively adjusted for the acquisition of LVD, APB and HFL, and the operating results of LVD, APB and HFL as of January 1, 2020 for comparative purposes.

AEI’s stock price was $10.03on March 12, 2021, the commitment date. The Beneficial Conversion Feature (“BCF”) intrinsic value was $50,770,192for the four convertible promissory notes and was recorded as debt discount of convertible notes after these transactions. The debt discount attributable to the BCF is amortized over period from issuance to the date that the debt becomes convertible using the effective interest method. If the debt is converted, the ~~discounted~~discount is amortized to finance cost in full immediately. On May 13, 2021 and June 14, 2021 all Alset CPNs of $63,920,128and accrued interests of $306,438were converted into 2,123shares of series B preferred stock and 9,163,965shares of common stock of the Company.
F-7
Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents include cash on hand and at the bank and short-term deposits with financial institutions that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in values. There were 0cash equivalents as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Restricted Cash

As a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company iswas required to maintain a minimum of $2,600,000in an interest-bearing account maintained by the lender as additional security for the loans. ~~These funds are~~The fund was required to remain as collateral for the loan until the loan is paid off in full and the loan agreement is terminated. In March 2022 approximately $2.3 million was released from the account as the loan was fully paid off and partially closed. The remaining $300,000 still remains in the restricted account as a collateral for outstanding letters of credit. The Company also ~~has~~maintained an escrow account with M&T Bank to deposit a portion of cash proceeds from lot sales. The ~~funds~~fund in the escrow account ~~are~~was specifically used for the payment of the loan from M&T Bank. ~~These funds are~~The fund was required to remain in the escrow account for the loan payment until the loan agreement terminates. These funds are now freely accessible to the Company. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the total balance of these two accounts was $~~4,757,477~~ 2,082,860and $~~5,729,067~~4,399,984, respectively.
~~F-8~~

As a condition to the loan agreement with National Australian Bank Limited in conjunction with the Perth project, an Australian real estate development project, the Company is required to maintain Australian Dollar 50,000, in a non-interest-bearing account. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the account balance was $~~37,540~~ 37,580and $~~38,550~~36,316, respectively. These funds will remain as collateral for the loans until paid in ~~full.~~full.

The Company puts money into brokerage accounts specifically for equity investment. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the cash balance in these brokerage accounts was $~~2,601,096~~ 404,742and $~~1,001,916~~304,570, respectively.

Account Receivables and Allowance for Doubtful Accounts

Account receivables is stated at amounts due from buyers, contractors, and all third parties, net of an allowance for doubtful accounts. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the balance of account receivables was $~~1,180,881~~ 90,407and $~~1,366,194~~39,622, respectively. Approximately $10~~million~~ and $~~1.3~~ 2,500~~million~~ of account receivables as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, was from DSS with a merchant agreement, under which the Company uses DSS credit card platform to collect money from our direct sales.

The Company monitors its account receivables balances on a monthly basis to ensure that they are collectible. On a quarterly basis, the Company uses its historical experience to estimate its allowance for doubtful account receivables. The Company’s allowance for doubtful accounts represents an estimate of the losses expected to be incurred based on specifically identified accounts as well as nonspecific amount, when determined appropriate. Generally, the amount of the allowance is primarily decided by division management’s historical experience, the delinquency trends, the resolution rates, the aging of receivables, the credit quality indicators and financial health of specific customers. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the allowance was $0.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method and includes all costs in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. As of ~~June 30, 2021 and~~ December 31, ~~2020,~~2021, inventory consisted of finished goods from HWH World Inc. As of March 31, 2022, inventory consisted of finished goods from HWH World Inc. and Hapi Cafe Korea Inc. The Company continuously evaluates the need for reserve for obsolescence and possible price concessions required to write-down inventories to net realizable value.

F-8
Investment Securities

~~Investments represent equity investments with readily determinable fair values, equity-method investments, equity investments without readily determinable fair values and debt securities.~~
Investment Securities at Fair Value

The Company records all equity investments with readily determinable fair values at fair value calculated by the publicly traded stock price at the close of the reporting period. Amarantus BioScience Holdings (“AMBS”) and ~~Ture~~True Partner Capital Holding Limited (“True Partner”) are publicly traded companies. The Company does not have significant influence over AMBS and True Partner, as the Company is the beneficial owner of approximately ~~5.3~~4.3% of the common shares of AMBS and 15.5% of True Partner. The stock’s fair value is determined by quoted stock prices.

On April 12, 2021 the Company acquired 6,500,000common shares of Value Exchange International, Inc. (“Value Exchange International”), an OTC listed company, for an aggregate subscription price of $650,000. After the transaction the Company owns approximately 18% of Value Exchange International and does not have significant influence on it. The stock’s fair value is determined by quoted stock prices.

~~F-9~~
During the ~~six months~~year ended ~~June 30,~~December 31, 2021, the ~~Company~~Company’s subsidiaries established a portfolio of trading securities. The objective is to generate profits on short-term differences in market prices. The Company does not have significant influence over any trading securities in our portfolio and fair value of these trading securities are determined by quoted stock prices.

The Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity method of accounting. Holista CollTech Limited (“Holista”), ~~Document Securities Systems~~DSS, Inc. (“DSS”~~), OptimumBank Holdings, Inc. (“OptimumBank”~~) and American Premium Water Corp (“APW”) are publicly traded companies and fair value is determined by quoted stock prices. The Company has significant influence but does not have a controlling interest in these investments, and therefore, the Company’s investment could be accounted for under the equity method of accounting or elect fair value accounting.

● The Company has significant influence over DSS. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company owned approximately ~~11.7~~28.21% and 24.9% of the common stock of ~~DSS.~~DSS, respectively. Our CEO is a ~~Stockholder~~stockholder and the Chairman of the Board of Directors of DSS. Chan Tung Moe, our Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

● The Company has significant influence over Holista as the Company and its CEO are the beneficial owner of approximately ~~16.8~~15.8% of the outstanding shares of Holista and our CEO held a position on Holista’s Board of ~~Directors.~~
● ~~The Company has significant influence over OptimumBank. Our CEO is the beneficial owner~~Directors until June of ~~approximately~~ ~~3.9% of the outstanding shares of OptimumBank and holds a position on OptimumBank’s Board of Directors.~~2021.

● The Company has significant influence over APW as the Company is the beneficial owner of approximately ~~8.7~~7.7% of the common shares of APW and one officer from the Company holds a director position on APW’s Board of Directors.

On March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc. (“AMRE”), a related party private startup company, in conjunction with the Company lending ~~a $200,000~~ two $200,000 promissory ~~note.~~notes. For further details on this transaction, refer to Note 108 - Related Party Transactions, Note Receivable from a Related Party Company. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, AMRE was a private company. Based on management’s analysis, the fair value of the AMRE warrants was $0as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. In March 2022 both loans, together with warrants were converted into common shares of AMRE. After the conversion, the Company owns approximately 15.8% of AMRE.

The Company held a stock option to purchase 250,000shares of Vivacitas common stock at $1per share at any time prior to the date of a public offering by Vivacitas. As of December 31, 2020, Vivacitas was a private company. Based on management’s analysis, the fair value of the Vivacitas stock option was $0as of December 31, 2020. On March 18, 2021 the Company sold the subsidiary holding the ownership and stock option in Vivacitas to an indirect subsidiary of DSS. For further details on this transaction, refer to Note 108 - Related Party Transactions, Sale of Investment in Vivacitas to DSS.

The Company accounts for certain of its investments in funds without readily determinable fair values in accordance with ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“2015-07”). In the first quarter of 2022 the Company invested $100,000 in Class A Shares of Novum Alpha Global Opportunity Digital Asset Fund I SP, a segregated portfolio of Novum Alpha SPC (“Novum Alpha Fund”). This fund invests in long-short digital assets. The Company subscribed in participating shares which are redeemable and non-voting.
F-9
On February 3, 2022 Alset Capital Acquisition Corp. (“Alset Capital”), a special purpose acquisition company sponsored by the Company and certain affiliates, closed its initial public offering of 7,500,000 units at $10 per unit. As a result of the offering, the Company lost its majority ownership in Alset Capital and deconsolidated it. Upon deconsolidation, the Company elected to apply fair value accounting to measure the stocks and units’ value it owns. At March 31, 2022 the Company owned 23.4% of Alset Capital.
Investment Securities at Cost

Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are measured at fair value on a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss is recognized in the condensed consolidated statements of comprehensive income equal to the amount by which the carrying value exceeds the fair value of the investment.

The Company had an equity holding in Vivacitas Oncology Inc. (“Vivacitas”), a private company that is currently not listed on an exchange. We ~~measure~~measured Vivacitas at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Our ownership in Vivacitas was sold on March 18, 2021 to DSS for $2,480,000. The difference of $2,279,872between the selling price and our original investment cost was recorded as additional paid capital considering a related party transaction. For further details on this transaction, refer to Note 108 – Related Party ~~Transactions.~~Transactions, Sale of Investment in Vivacitas to DSS.
~~F-10~~

On September 8, 2020, the Company acquired 1,666shares, approximately 1.45% ownership, from Nervotec Pte Ltd (“Nervotec”), a private company, at the purchase price of $37,826. The Company applied ASC 321 and measured Nervotec at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

On September 30, 2020, the Company acquired ~~20,000~~ 3,800shares, approximately 19% ownership, from HWH World Company Limited (f.k.a. Hyten Global (Thailand) Co., ~~Ltd~~Ltd.) (“~~Hyten”~~HWH World Co.”), a private company, at a purchase price of $42,562. Hyten is a direct sales company in Thailand. The Company does not have significant influence over Hyten and applied ASC 321 and measured Hyten at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

During ~~the six months ended June 30,~~ 2021, the Company invested $19,609in K Beauty Research Lab Co., Ltd (“K Beauty”) for 18% ownership. K Beauty was established for sourcing, developing and producing variety of Korea-made beauty products as well as Korea - originated beauty contents for the purpose of distribution to HWH’s membership distribution channel.

There has been no indication of impairment or changes in observable prices via transactions of similar securities and investments are still carried at cost.

~~Investment Securities under~~ Equity Method ~~Accounting~~Investment

The Company accounts for equity investment in entities with significant influence under equity-method accounting. Under this method, the Group’s pro rata share of income (loss) from investment is recognized in the condensed consolidated statements of comprehensive income. Dividends received reduce the carrying amount of the investment. When the Company’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity, the equity method investment can be reduced below zero based on losses, if the Company ~~continues~~either is liable for the obligations of the investee or provides for losses in excess of the investment when imminent return to ~~report~~profitable operations by the investee appears to be assured. Otherwise, the Company does not recognize its share of equity method losses ~~in the statements of comprehensive income to the extent and as an adjustment to the~~exceeding its carrying amount of ~~its other investments~~the investment, but discloses the losses in the ~~investee.~~footnotes. Equity-method investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of the intent and ability of the Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a decline in value is deemed to be ~~other-than- temporary.~~other-than-temporary.

F-10
American Medical REIT Inc.

LiquidValue Asset Management Pte. Ltd. (“LiquidValue”), a subsidiary of the Company owns less than 13.4% of American Medical REIT Inc. (“AMRE”) as of ~~June 30, 2021,~~March 31, 2022, a startup REIT company concentrating on medical real estate. AMRE acquires state-of-the-art, purpose-built healthcare facilities and leases them to leading clinical operators with dominant market share under secure triple net leases. AMRE targets hospitals (both Critical Access and Specialty Surgical), Physician Group Practices, Ambulatory Surgical Centers, and other licensed medical treatment facilities. Chan Heng Fai, our CEO, is the executive chairman and director of AMRE. LiquidValue did not invest equity but provided a loan to AMRE (for further details on this transaction, refer to Note ~~10,~~8, Related Party Transactions). On balance sheet, the prorate loss from AMRE was not recorded as a liability ~~accumulated losses on equity method investment. During three months ended June 30, 2021~~because to the Company is not liable for the obligations of AMRE and ~~2020, the investment losses from AMRE were $77,459~~ also not committed to provide additional financial support.~~and $140,740, respectively. During six months ended June 30, 2021 and 2020, the investment losses from AMRE were $102,306~~ ~~and $140,740, respectively. As of June 30, 2021 and December 31, 2020, the accumulated losses on equity method investment were $368,235~~ ~~and $265,929, respectively.~~
~~Sweet Sense, Inc.~~

BioLife Sugar, Inc. (“BioLife’), a subsidiary consolidated under Alset International, entered into a joint venture agreement on April 25, 2018 with Quality Ingredients, LLC (“QI”). The agreement created an entity called Sweet Sense, Inc. (“Sweet Sense”) which is 50~~% owned by BioLife and~~ 50~~% owned by QI. Management believes its~~ 50~~% investment represents significant influence over Sweet Sense and accounts for the investment under the equity method of accounting.~~
~~F-11~~
~~On November 8, 2019, Impact BioMedical Inc., a subsidiary of the Company, purchased~~ 50~~% of Sweet Sense from QI for $91,000~~ ~~and recorded a loss from acquisition of $90,001. As of November 8, 2019, the total investment in joint venture was equal to $91,000~~ ~~and the proportionate losses totaled $90,001~~. The transaction was not in the scope of ASC 805 Business Combinations since the acquisition was accounted for an asset purchase instead of a business combination. As an asset acquisition, the Company recorded the transaction at cost and applied ASC 730 to expense in-process research and development cost, the major cost of Sweet Sense. Consequently, Sweet Sense was an ~~81.8~~% owned subsidiary of Impact BioMedical Inc. and therefore, was consolidated into the Company’s condensed consolidated financial statements as of June 30, 2020. As a subsidiary of Impact BioMedical Inc., Sweet Sense was in the discontinued operations of Impact BioMedical Inc. (See Note 13 Discontinued Operations).
Joint Venture with Novum

On April 20, 2021, one of Company’s indirect subsidiaries, SeD Capital Pte. Ltd. (“SeD Capital”), entered into joint venture agreement with a digital asset management firm Novum Alpha Pte Ltd (“Novum”). Pursuant to this agreement, SeD Capital will own 50% of the issued and paid-up capital in the joint venture company, Credas Capital ~~Pte Ltd~~Pte. Ltd. (“Credas”) with the remaining 50% shareholding stake held by Novum. On the condensed consolidated balance sheet, the prorate loss from Credas ~~intends~~was not recorded as a liability because the Company is not liable for the obligations of Credas and has not committed to ~~develop~~provide additional financial support.
American Pacific Bancorp, Inc.
Pursuant to Securities Purchase Agreement from March 12, 2021 the Company purchased of 4,775,523 shares of the common stock of American Pacific Bancorp Inc. (“APB”) and ~~launch~~gained majority ownership in that entity. APB was consolidated into the Company under common control accounting (See Transactions between Entities under Common Control for details). On September 8, 2021 APB sold 6,666,700 shares Series A Common Stock to DSS, Inc. for $40,000,200 cash. As a result of the new share issuances, the Company’s ownership percentage of APB fell below 50% to 41.3% and the entity was deconsolidated in accordance with ASC 810-10. Upon deconsolidation the Company elected to apply the equity method accounting as the Company still retained significant influence. As a result of the deconsolidation, the Company recognized gain of approximately $28.2 million. The gain represents the difference between the fair value of retained equity method investment of $30.8 million and $2.6 million, the Company’s investment percentage of carrying amount of APB’s net assets of $2.9 million. Considering the transaction was between related parties, the Company recorded the gain as additional paid in capital in its ~~maiden digital assets-based Exchange-Traded Product~~equity. From September 8 to December 31, 2021, the investment loss was $51,999. During three months ended March 31, 2022 the investment gain was $141,343. As of March 31, 2022 and December 31, 2021, the investment in APB was $30,942,472 and $30,801,129, respectively.
Ketomei Pte Ltd
On June 10, 2021 the Company’s indirect subsidiary Hapi Cafe Inc. (“Hapi Cafe”) lent $76,723 to Ketomei Pte Ltd (“Ketomei”). On March 21, 2022 Hapi Cafe entered into an agreement pursuant to which the principle of the loan together with accrued interest were converted into an investment in Ketomei. At the same time, Hapi Cafe invested additional $179,595 in Ketomei. After the conversion and fund investment the Company holds 28% of Ketomei. Ketomei is in the ~~fourth quarter~~business of ~~2021 on~~selling cooked food and drinks. As of March 31, 2022 the ~~SIX Swiss Exchange, Switzerland’s principal stock exchange~~Company recognized investment loss of $3,273 and ~~one of Europe’s largest stock exchanges.~~investment in Ketomei was $253,045 at March 31, 2021.

Investment in Debt Securities

Debt securities are reported at fair value, with unrealized gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Realized gains and losses on debt securities are recognized in the net income in the condensed consolidated statements of comprehensive income. The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.

F-11
The Company invested $50,000in a convertible promissory note of Sharing Services ~~Inc.~~Global Corporation (“Sharing Services Convertible Note”), a company quoted on the US OTC market. The value of the convertible note ~~was~~is estimated by management using a Black-Scholes valuation model. The fair value of the note was $~~29,069~~ 676and $~~66,978~~ 9,799on ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

On February 26, 2021, the Company invested approximately $88,599in the convertible note of Vector Com Co., Ltd (“Vector Com”), a private company in South Korea. The interest rate is 2% per annum and maturity is two years. The conversion price is approximately $21.26, per common share of Vector Com. As of ~~June 30, 2021,~~March 31, 2022, the Management estimated ~~that~~ the fair value of the note to be $88,599, the initial transaction price.

Variable Interest Entity
Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation, when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”), as defined in ASC 810, the VIE must be consolidated into the financial statements of the reporting entity. The determination of which owner is the primary beneficiary of a VIE requires management to make significant estimates and judgments about the rights, obligations, and economic interests of each interest holder in the VIE.
The Company evaluates its interests in VIEs on an ongoing basis and consolidates any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact its economic performance; and (ii) the obligation to absorb losses of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the VIE.
HWH World Company Limited
HWH World Co. is a direct sales company in Thailand. The Company has a 19% ownership and lent a loan of $187,500 with zero interest and due on demand, to HWH World Co. The current level of equity in HWH World Co. is not sufficient to determine if HWH World Co. can operate on its own without additional subordinated financial support. The Company has a variable interest in HWH World Co. However, The Company is not deemed to absorb losses or receive benefits that could potentially be significant to HWH World Co. Ltd. The Company does not also have the ultimate power over the activities which can impact VIE’s economic performance, like developing company budgets or overseeing and controlling the management. The power to direct the activities are held by the manager in Thailand who owns 51% of the HWH World Co. Therefore, the Company is not a primary beneficiary of this VIE and does not consolidate it. On March 31, 2022 and December 31, 2021 variable interest and amount receivable in the non-consolidated VIE was $236,699 and $236,699, respectively, which represents the Company’s maximum risk of loss from non-consolidated VIE. The Company applied ASC 321 and measured HWH World Co. investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
American Medical REIT Inc.
The Company had 3.4% ownership in AMRE and lent AMRE two loans of $200,000 each and one loan of $8,350,000, all with 8% per annum interest rate. One of the $200,000 loans was due on March 3, 2022, the other one is due on October 29, 2024. The $8,350,000 loan is due on November 29, 2023. The Company has a variable interest in AMRE. However, the Company is not deemed to absorb losses or receive benefits that could potentially be significant to AMRE. The Company does not also have the ultimate power over the activities which can impact VIE’s economic performance, like developing company budgets or overseeing and controlling the management. The power to direct these activities are held by the AMRE’s largest shareholder which owns approximately 93% of AMRE and AMRE’s management team. Therefore, the Company is not a primary beneficiary of this VIE and does not consolidate it. In March 2022, the Company converted both $200,000 loans, together with accompanying warrants into AMRE common shares. After the conversion the Company owns 15.8% of AMRE. On March 31, 2022 and December 31, 2021 variable interest and amount receivable in the non-consolidated VIE was $8,350,000 and $8,901,285, respectively, which represents the Company’s maximum risk of loss from non-consolidated VIE.
F-12
Real Estate Assets

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

The Company capitalized construction costs of approximately $~~0.2~~ 0.4million and $~~3.7~~ 1.2million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. The Company capitalized construction costs of approximately $1.4~~ ~~million and $6.1~~ ~~million for the six months ended June 30, 2021 and 2020,~~ respectively.
~~F-12~~

The Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment of identifying potential triggering events for impairment. Management may use the market comparison method to value other relatively small projects, such as the project in Perth, Australia. In addition to the annual assessment of potential triggering events in accordance with ASC 360 – Property Plant and Equipment (“ASC 360”), the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

The Company did not record impairment on any of its projects during the three ~~and six~~ months ended on ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Properties under development

Properties under development are properties being constructed for sale in the ordinary course of business, rather than to be held for the Company’s own use, rental or capital appreciation.
Rental Properties

Rental properties are acquired with the intent to be rented to tenants. OnDuring the three months ended March ~~15,~~31, 2022 and the year ended December 31, 2021, ~~and May 11, 2021 Alset EHome, Inc.~~the Company signed multiple purchase agreements to acquire 303 and 109 homes in Montgomery ~~County, Texas.~~and Harris Counties, Texas, respectively. By ~~June 30, 2021,~~March 31, 2022, all of the 30112 homes were closed ~~for~~with an aggregate purchase ~~price~~cost of $~~6,825,907~~25,663,582. All of these purchased homes are properties of our rental business.

Investments in Single-Family Residential Properties

The Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at their purchase price. The purchase price is allocated between land, building, improvements and existing leases based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as well as other closing costs.

Building improvements and buildings are depreciated over estimated useful lives of approximately 10to 27.5years, respectively, using the straight-line method.

The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company did not recognize any impairment losses during ~~the six~~three months ~~ended on June 30,~~end March 31, 2022 and 2021.

F-13
Revenue Recognition and Cost of ~~Sales~~Revenue

ASC 606 - Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The Company adopted this new standard on January 1, 2018 under the modified retrospective method. The adoption of this new standard did not have a material effect on our financial statements.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which the determination of revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which the Company expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps:

(1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied.

~~F-13~~
The following represents the Company’s revenue recognition policies by Segments:

Real Estate

Property Sales

The Company’s main business is land development. The Company purchases land and develops it for building into residential communities. The developed lots are sold to builders (customers) for the construction of new homes. The builders enter ainto sales ~~contract~~contracts with the Company before they take the lots. The prices and timeline are determined and agreed upon in the ~~contract.~~contracts. The builders do the inspections to make sure all conditions and requirements in contracts are met before purchasing the lots. A detailed breakdown of the five-step process for the revenue recognition of the Ballenger project, which represented approximately 7032% and 9969%, respectively, of the Company’s revenue in the ~~six~~three months ended on ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ is as follows:

● Identify the contract with a customer.

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

● Identify the performance obligations in the contract.

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

● Determine the transaction price.

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

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

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

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

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

F-14
Rental Revenue
The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.

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

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenues and other payables on the Company’s condensed consolidated balance sheets.
~~F-14~~

Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the Company didn’t recognize any deferred revenue and collected all rents due.

Sale of the Front Foot Benefit Assessments

We have established a front foot benefit (“FFB”) assessment on all of the NVR lots. This is a 30-year annual assessment allowed in Frederick County which requires homeowners to reimburse the developer for the costs of installing public water and sewer to the lots. These assessments become effective as homes are settled, at which time we can sell the collection rights to investors who will pay an upfront lump sum, enabling us to realize the revenue more quickly. The selling prices range from $3,000to $4,500per home depending on the type of the home. Our total revenue from the front foot benefit assessment is approximately $1 $1 million. To recognize revenue of FFB assessment, both our and NVR’s performance obligation must be satisfied. Our performance obligation is completed once we complete the construction of water and sewer facility and close the lot sales with NVR, which inspects these water and sewer facility prior to close lot sales to ensure all specifications are met. NVR’s performance obligation is to sell homes they build to homeowners. Our FFB revenue is recognized on quarterly basis after NVR closes sales of homes to homeowners. The agreement with these FFB investors is not subject to amendment by regulatory agencies and thus our revenue from FFB assessment is not either. During the three months ended on ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we recognized revenue of $~~141,575~~ 77,012and $~~74,879~~ 107,071~~from FFB assessment, respectively. During the six months ended on June 30, 2021 and 2020, we recognized revenue $248,646~~ ~~and $115,202~~ from FFB assessment, respectively.

Cost of ~~Sales~~Revenues
Real Estate

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

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

F-15
● Cost of Rental Revenue
Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation and other related administrative costs. Utility expenses are paid directly by tenants.
Biohealth

~~Product Direct Sales~~
● Product Direct Sales

The Company’s net sales consist of product sales. The Company’s performance obligation is to transfer its products to its third-party independent distributors (“Distributors”). The Company generally recognizes revenue when product is shipped to its Distributors.

The Company’s Distributors may receive distributor allowances, which are comprised of discounts, rebates and wholesale commission payments from the Company. Distributor allowances resulting from the Company’s sales of its products to its Distributors are recorded against net sales because the distributor allowances represent discounts from the suggested retail price.

In addition to distributor allowances, the Company compensates its sales leader Distributors with leadership incentives for services rendered, relating to the development, retention, and management of their sales organizations. Leadership incentives are payable based on achieved sales volume, which are recorded in general and administrative expenses. The Company recognizes revenue when it ships products. The Company receives the net sales price in cash or through credit card payments at the point of sale.

~~F-15~~
If a Distributor returns a product to the Company on a timely basis, he/she may obtain a replacement product from the Company for such returned products. In addition, the Company maintains a buyback program pursuant to which it will repurchase products sold to a Distributor who has decided to leave the business. Allowances for product returns, primarily in connection with the Company’s buyback program, are provided at the time the sale is recorded. This accrual is based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale.

~~Annual Membership~~
● Annual Membership

The Company collects an annual membership fee from its Distributors. The fee is fixed, paid in full at the time of joining the membership and non-refundable. The membership provides the member access to purchase products at a discount, ~~use~~access to certain back-office services, receive commissions for signing up new members, and attend corporate events. The Company recognizes revenue associated with the membership over the period of the membership. Before the membership fee is recognized as revenue, it is recorded as deferred revenue. Deferred revenue relating to membership was $~~2,919,283~~220,015 and $~~2,867,226~~ 728,343at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

Other Businesses
● Killiney Koptiam’s Franchise

~~Remaining performance obligations~~The Company, through Alset F&B One Pte. Ltd. (“Alset F&B”), acquired a restaurant franchise license at the end of 2021 and has since commenced operations. This license will allow Alset F&B to operate a Killiney Kopitiam restaurant in Singapore. Killiney Kopitiam is a Singapore-based chain of mass-market, traditional kopitiam style service cafes selling toast products, soft-boiled eggs and coffee.
● Remaining performance obligations

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 0no remaining performance obligations or continuing involvement, as all service obligations within the other business activities segment have been completed.

F-16
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Effective January 1, 2019, the Company adopted ASU 2018-07 for the accounting of share-based payments granted to non-employees for goods and services. During the three months ended on March 31, 2022 and 2021, the Company recorded $0 and $73,292 as stock-based compensation expense.
Foreign currency

Functional and reporting currency

Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Company are presented in U.S. dollars (the “reporting currency”).

The functional and reporting currency of the Company is the United States dollar (“U.S. dollar”). The financial records of the Company’s subsidiaries located in Singapore, Hong Kong, Australia and South Korea are maintained in their local currencies, the Singapore Dollar (S$), Hong Kong Dollar (HK$), Australian Dollar (“AUD”) and South Korean Won (“KRW”), which are also the functional currencies of these entities.

Transactions in foreign currencies

Transactions in currencies other than the functional currency during the periods are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statement of operations.

The majority of the Company’s foreign currency transaction gains or losses come from the effects of foreign exchange rate changes on the intercompany loans between Singapore entities and U.S. entities. The Company recorded foreign exchange gain of $~~958,334~~ 408,095and $~~796,709~~ 1,462,697~~loss~~ during the three months ended on ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. The Company recorded foreign exchange gain of $2,421,031~~ ~~and $1,463,773~~ ~~during the six months ended on June 30, 2021 and 2020,~~ respectively. The foreign currency transactional gains and losses are recorded in operations.

Translation of consolidated entities’ financial statements

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. The Company’s entities with functional currency of ~~Singapore Dollar, Hong Kong Dollar,~~S$, HK$, AUD and KRW, translate their operating results and financial positions into the U.S. dollar, the Company’s reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenue, expense, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of comprehensive income (loss).

~~F-16~~
~~For the three months ended on June 30, 2021, the~~The Company recorded other comprehensive loss of $649,140from foreign currency translation ~~of $1,070,191~~ ~~and a $626,872~~ ~~gain in~~for the three months ended ~~June 30, 2020, in accumulated other comprehensive loss. For~~March 31, 2022 and $1,769,440 loss for the ~~six~~three months ended ~~on June 30,~~March 31, 2021, ~~the Company recorded other comprehensive loss from foreign currency translation of $2,839,631~~ ~~and a $1,047,149~~ ~~loss in the six months ended June 30, 2020,~~ in accumulated other comprehensive loss.

Non-controlling interests

Non-controlling interests represent the equity in subsidiary not attributable, directly or indirectly, to owners of the Company, and are presented separately in the condensed consolidated statements of operation and comprehensive income, and within equity in the Condensed Consolidated Balance Sheets, separately from equity attributable to owners of the Company.

On ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the aggregate non-controlling interests in the Company were $~~28,114,184~~ 22,382,966and $~~38,023,260~~21,912,268, respectively.

F-17
Capitalized Financing Costs

Financing costs, such as loan origination fee, administration fee, interests, and other related financing costs should be capitalized and recorded on the balance sheet, if these financing activities are directly associated with the development of real estates.

Capitalized ~~Financing Costs~~financing costs are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project. If the allocation of capitalized financing costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on an area method, which uses the size of the lots compared to the total project area and allocates costs based on their size.

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the capitalized financing costs were $~~3,257,033~~ 3,247,739~~and $3,513,535, respectively.~~.
Beneficial Conversion Features

The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

Recent Accounting Pronouncements
Accounting pronouncement adopted
In October 2021, the FASB issued ASU No. 202108, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 202108 requires the company acquiring contract assets and contract liabilities obtained in a business combination to recognize and measure them in accordance with ASC 606, “Revenue from Contracts with Customers”. At the acquisition date, the company acquiring the business should record related revenue, as if it had originated the contract. Before the update such amounts were recognized by the acquiring company at fair value. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company adopted these requirements prospectively, effective on the first day of year 2022.

Accounting pronouncement not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In November of 2019, the FASB issued ASU 2019-10, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company is currently evaluating the impact of ASU 2016-13 on its future consolidated financial statements.

~~F-17~~
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company’s line of credit agreement provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its future consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2023 for smaller reporting companies, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its future consolidated financial statements.
4. ~~CONCENTRATIONS~~F-18
3. CONCENTRATIONS

The Company maintains cash balances at various financial institutions in different countries. These balances are usually secured by the central banks’ insurance companies. At times, these balances may exceed the insurance limits. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, uninsured cash and restricted cash balances were $~~63,973,230~~ 51,171,108and $~~25,752,637~~57,905,303, respectively.

For the three months ended ~~June 30,~~March 31, 2022, three customers accounted for approximately 41%, 52%, and 7% of the Company’s property development revenue. For the three months ended March 31, 2021, two customers accounted for approximately 97%, and 3% of the Company’s property ~~and development revenue. For the three months ended June 30, 2020, two customers accounted for approximately~~ 96~~%, and~~ 4~~% of the Company’s property and development revenue. For the six months ended June 30, 2021, two customers accounted for approximately~~ 97~~%, and~~ 3~~% of the Company’s property and development revenue. For the six months ended June 30, 2020, two customers accounted for approximately~~ 98~~%, and~~ 2~~% of the Company’s property and~~ development revenue.

5. ~~SEGMENTS~~
4. SEGMENTS

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-maker is the CEO. The Company operates in and reports four business segments: real estate, digital transformation technology, biohealth, and other business activities. ~~At the present time, our financial services activities are reported under our other business activities. Our biohealth revenues include the sale of consumer products.~~ The Company’s reportable segments are determined based on the services they perform and the products they sell, not on the geographic area in which they operate. The Company’s chief operating decision maker evaluates segment performance based on segment revenue. Costs excluded from segment income (loss) before taxes and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable segments.

The following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:
SCHEDULE OF SEGMENT INFORMATION

Real Estate
Digital Transformation Technology Biohealth Business Other Total

Six Months Ended June 30, 2021
Revenue $ 8,478,673 $ - $ 3,671,673 $ - $ 12,150,346
Cost of Sales (6,125,201 ) - (180,603 ) - (6,305,804 )
Gross Margin 2,353,472 - 3,491,070 - 5,844,542
Operating Expenses (625,555 ) (69,375 ) (1,910,582 ) (8,321,318 ) (10,926,830 )
Operating Income (Loss) 1,727,917 (69,375 ) 1,580,488 (8,321,318 ) (5,082,288 )
Other Income (Expense) (9,177 ) 617,562 (28,743,495 ) (51,026,886 ) (79,161,996 )
Net Income (Loss) Before Income Tax 1,718,740 548,187 (27,163,007 ) (59,348,204 ) (84,244,284 )
~~F-18~~

Real Estate Digital Transformation Technology Biohealth Business Other Total

Three Months Ended on March 31, 2022
Revenue $ 1,274,106 $ - $ 617,471 $ 60,660 $ 1,952,237
Cost of Sales (1,093,709 ) - (12,038 ) (8,803 ) (1,114,550 )
Gross Margin 180,397 - 605,433 51,857 837,687
Operating Expenses (536,765 ) (114,263 ) (620,342 ) (1,219,858 ) (2,491,228 )
Operating Loss (356,368 ) (114,263 ) (14,909 ) (1,168,001 ) (1,653,541 )
Other Income (Expense) 98 (455,000 ) (1,205,349 ) (4,394,547 ) (6,054,798 )
Net Loss Before Income Tax (356,270 ) (569,263 ) (1,220,258 ) (5,562,548 ) (7,708,339 )

Real Estate
Digital Transformation Technology Biohealth Business Other Total

Six Months ended June 30, 2020
Revenue $ 5,001,794 $ - $ 29,202 $ - $ 5,030,996
Cost of Sales (3,992,926 ) - - - (3,992,926 )
Gross Margin 1,008,868 - 29,202 - 1,038,070
Operating Expenses (502,928 ) (95,261 ) (213,800 ) (2,776,535 ) (3,588,524 )
Operating Income (Loss) 505,940 (95,261 ) (184,598 ) (2,776,535 ) (2,550,454 )
Other Income (Expense) 6,894 3 (17,208 ) 2,853,730 2,843,419
Net Income (Loss) Before Income Tax 512,834 (95,258 ) (201,806 ) 77,195 292,965

June 30, 2021
Cash and Restricted Cash $ 9,842,218 $ 154,738 $ 3,251,622 $ 53,676,559 $ 66,925,137
Total Assets 30,877,470 154,840 43,241,793 53,064,444 127,338,547

December 31, 2020
Cash and Restricted Cash $ 8,150,769 $ 158,058 $ 1,590,265 $ 21,836,387 $ 31,735,479
Total Assets 28,954,484 158,160 524,603 78,076,498 107,713,745

Real Estate Digital Transformation Technology Biohealth Business Other Total

Three Months Ended on March 31, 2021
Revenue $ 3,894,131 $ - $ 1,712,783 $ - $ 5,606,914
Cost of Sales (3,614,832 ) - (83,022 ) - (3,697,854 )
Gross Margin 279,299 - 1,629,761 - 1,909,060
Operating Expenses (359,489 ) (30,128 ) (846,480 ) (1,076,408 ) (2,312,505 )
Operating (Loss) Income (80,190 ) (30,128 ) 783,281 (1,076,408 ) (403,445 )
Other Expense (9,873 ) (36,471 ) (8,371,117 ) (532,505 ) (8,949,966 )
Net Loss Before Income Tax (90,063 ) (66,599 ) (7,587,836 ) (1,608,913 ) (9,353,411 )
��
March 31, 2022
Cash and Restricted Cash $ 4,613,299 $ 210,576 $ 2,443,494 $ 46,778,784 $ 54,046,153
Total Assets 53,290,942 1,708,769 9,199,987 128,630,889 192,830,587

December 31, 2021
Cash and Restricted Cash $ 7,493,921 $ 245,780 $ 2,629,464 $ 50,433,014 $ 60,802,179
Total Assets 55,465,600 2,199,466 11,056,779 115,488,298 184,210,143

6. ~~BUSINESS UNDER COMMON CONTROL~~
Due to the transactions with Chan Heng Fai on March 12, 2021 and acquisition of HengFeng Finance Limited (“HFL”) on April 21, 2021, transactions between entities under common control (for further details on these transactions, refer to Note 3 – Summary of Significant Accounting Policies), the Company has disclosed the Consolidated Statement of Operations and Other Comprehensive Income for the Six Months Ended on June 30, 2020 and Consolidated Balance Sheet as of December 31, 2020, to adjust the information on a consolidated basis as follows:
5. ~~SCHEDULE OF ADJUSTMENT INFORMATION~~REAL ESTATE ASSETS
~~Consolidated Statement of Operations and Other Comprehensive Income for the Six Months Ended on June 30, 2020~~
As Previously Reported Acquisition of APB and HFL under Common Control Acquisition of LVD Ltd under Common Control As Combined
Revenue
Real Estate $ 5,001,794 $ - $ - $ 5,001,794
Biohealth 29,202 - - 29,202
Revenue
5,030,996 - - 5,030,996
Operating Expenses
Cost of Sales 3,992,926 - - 3,992,926
General and Administrative 3,398,753 183,903 5,868 3,588,524
Total Operating Expenses 7,391,679 183,903 5,868 7,581,450

Loss From Operations (2,360,683 ) (183,903 ) (5,868 ) (2,550,454 )

Other Income (Expense)
Interest Income 12,491 21,485 51 34,027
Interest Expense (140,516 ) - - (140,516 )
Foreign Exchange Transaction Gain 1,375,471 - 88,302 1,463,773
Unrealized Gain (Loss) on Securities Investment 1,592,647 (31,259 ) 98 1,561,486
Realized Gain on Securities Investment 2,281 24,114 26,395
Loss on Investment on Security by Equity Method (140,740 ) (140,740 )
Finance Costs - (4,890 ) - (4,890 )
Other Income 42,002 1,882 - 43,884
Total Other Income (Expense), Net 2,743,636 (12,782 ) 112,565 2,843,419

Net Income (Loss) from Continuing Operations Before Income Taxes 382,953 (196,685 ) 106,967 292,965

Income Tax Expense from Continuing Operations (114,653 ) - - (114,653 )

Net Income (Loss) from Continuing operations 268,300 (196,685 ) 106,697 178,312

Loss from Discontinued Operations, Net of Tax (361,385 ) - - (361,385 )
Net Income (Loss) (93,085 ) (196,685 ) 106,697 (183,073 )

Net Loss Attributable to Non-Controlling Interest (620,433 ) (12,588 ) - (633,021 )

Net Income (Loss) Attributable to Common Stockholders $ 527,348 $ (184,097 ) $ 106,697 $ 449,948

Other Comprehensive Loss, Net
Unrealized Gain on Securities Investment 516 - - 516
Foreign Currency Translation Adjustment (1,047,149 ) - - (1,047,149 )
Comprehensive Income (Loss) (1,139,718 ) (196,685 ) 106,697 (1,229,706 )

Comprehensive Loss Attributable to Non-controlling Interests (988,963 ) (12,588 ) - (1,001,551 )

Comprehensive Income (Loss) Attributable to Common Stockholders $ (150,755 ) $ (184,097 ) $ 106,697 $ (228,155 )

Net Income (Loss) Per Share - Basic and Diluted
Continuing Operations $ 0.08 $ 0.08
Discontinued Operations $ (0.03 ) $ (0.03 )
Net Income Per Share $ 0.05 $ 0.05

Weighted Average Common Shares Outstanding - Basic and Diluted 9,880,967 9,880,967
~~F-19~~
~~Consolidated Balance Sheet as of December 31, 2020~~
As Previously Reported Acquisition of APB and HFL under Common Control Acquisition of LVD Ltd under Common Control Eliminations As
Combined
Assets:
Current Assets:
Cash $ 22,124,491 $ 2,348,478 $ 492,977 $ - $ 24,965,946
Restricted Cash 6,769,533 - - - 6,769,533
Account Receivables, Net 1,366,194 - - - 1,366,194
Other Receivables 270,222 279,177 95,177 - 644,576
Note Receivables - Related Party 624,986 24,583 - - 649,569
Prepaid Expenses 1,470,680 - - - 1,470,680
Inventory 90,068 - - - 90,068
Investment in Securities at Fair Value 48,857,483 313,343 1,631 - 49,172,457
Investment in Securities at Cost 280,516 - - - 280,516
Investment in Securities on Equity Method - - 74,535 (74,535 ) -
Deposits 47,019 1,801 - - 48,820
Total Current Assets 81,901,192 2,967,382 664,320 (74,535 ) 85,458,359

Real Estate
Properties under Development 20,505,591 - - - 20,505,591
Operating Lease Right-Of-Use Asset 574,754 - - - 574,754
Deposit 249,676 - - - 249,676
Loan Receivable - 840,000 - - 840,000
Property and Equipment, Net 85,365 - - - 85,365
Total Assets $ 103,316,578 $ 3,807,382 $ 664,320 $ (74,535 ) $ 107,713,745

Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses $ 1,553,132 $ 118,133 $ - $ - $ 1,671,226
Deferred Revenue 2,867,226 - - - 2,867,226
Builder Deposits 1,262,336 - - - 1,262,336
Operating Lease Liability 381,412 - - - 381,412
Note Payable 172,706 - - - 172,706
Note Payable- Related Parties 1,526,208 184,250 823,823 - 2,534,281
Total Current Liabilities 7,763,020 302,383 823,823 - 8,889,226
Long-Term Liabilities:
Builder Deposits - - - - -
Operating Lease Liability 193,342 - - - 193,342
Notes Payable 636,362 - - - 636,362
Total Liabilities 8,592,724 302,383 823,823 - 9,718,930

Stockholders’ Equity:
Common Stock 8,570 47,756 - (47,756 ) 8,570
Additional Paid in Capital 97,950,440 3,975,261 756,487 47,756 102,729,944
Accumulated Deficit (43,010,991 ) (993,296 ) (906,010 ) - (44,910,297 )
Accumulated Other Comprehensive Income (Loss) 2,153,318 - (9,980 ) - 2,143,338
Total Stockholders’ Equity 57,101,337 3,029,721 (159,503 ) - 59,971,555
Non-controlling Interests 37,622,517 475,278 - (74,535 ) 38,023,260
Total Stockholders’ Equity 94,723,854 3,504,999 (159,503 ) (74,535 ) 97,994,815

Total Liabilities and Stockholders’ Equity $ 103,316,578 $ 3,807,382 $ 664,320 $ (74,535 ) $ 107,713,745
~~F-20~~
7. ~~REAL ESTATE ASSETS~~

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, real estate assets consisted of the following:
SCHEDULE OF REAL ESTATE ASSETS
June 30, 2021 December 31, 2020 March 31, 2022 December 31, 2021

Construction in Progress $ 6,498,049 $ 9,567,841 $ 7,319,106 $ 8,597,023
Land Held for Development 9,781,674 10,937,750 8,130,264 7,098,104
Rental Properties, net 6,810,685 - 25,402,436 24,820,253
Total Real Estate Assets $ 23,090,408 $ 20,505,591 $ 40,851,806 $ 40,515,380

~~Single family residential properties~~
Single family residential properties

As of ~~June 30,~~March 31, 2022 and December 31, 2021, the Company ~~owns~~ 30 owned 112 and 109 Single Family Residential Properties (“SFRs”) in Montgomery ~~County, Texas.~~and Harris Counties, Texas, respectively. The Company’s aggregate investment in those SFRs was $~~6.8~~ 25.7million. Depreciation expense was $~~15,222~~ 140,635and $0in three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020, respectively. Depreciation expense was $15,222~~ ~~and $~~0 ~~in six months ended June 30, 2021 and 2020,~~2022, respectively.
F-19

The following table presents the summary of our SRFs as of ~~June 30, 2021:~~March 31, 2022:
SUMMARY OF SINGLE FAMILY RESIDENTIAL PROPERTIES
Number of Homes Aggregate investment Average Investment per Home
SFRs 30 $ 6,825,907 $ 227,530

Number of
Homes
Aggregate investment Average Investment per Home
SFRs 112 $ 25,663,582 $ 229,139

6. BUILDER DEPOSITS
8. ~~BUILDER DEPOSITS~~

In November 2015, SeD Maryland Development, LLC (“SeD Maryland”) entered into lot purchase agreements with NVR, Inc. (“NVR”) relating to the sale of single-family home and townhome lots to NVR in the Ballenger Run Project. The purchase agreements were amended three times thereafter. Based on the agreements, NVR is entitled to purchase 479lots for a price of approximately $64,000,000, which escalates 3% annually after June 1, 2018.

As part of the agreements, NVR was required to give a deposit in the amount of $5,600,000. Upon the sale of lots to NVR, 9.9% of the purchase price is taken as payback of the deposit. A violation of the agreements by NVR would cause NVR to forfeit the deposit. On January 3, 2019 and April 28, 2020, NVR gave SeD Maryland two more deposits in the amounts of $100,000and $220,000, respectively, based on the 3rd Amendment to the Lot Purchase Agreement. On ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there ~~were~~was $~~541,349~~ 0and $~~1,262,336~~ 31,553held on deposit, respectively.

9. ~~NOTES PAYABLE~~
7. NOTES PAYABLE

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
June 30, 2021 December 31, 2020 March 31, 2022 December 31, 2021
M&T Bank Loan, Net of Debt Discount - 636,362
PPP Loan 68,502 - 68,502 68,502
Australia Loan 168,181 172,706 - 162,696
Hire Purchase 82,808 86,473
Total notes payable $ 236,683 $ 809,068 $ 151,310 $ 317,671

M&T Bank Loan

On April 17, 2019, SeD Maryland Development LLC entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000. The line of credit bears interest rate onof LIBOR plus 375 basis points.SeD Maryland Development LLC was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000. The L/C commission will be 1.5% per annum on the face amount of the L/C. Other standard lender fees will apply in the event L/C is drawn down. The loan is a revolving line of credit. The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed. Repayment of the Loan Agreement is secured by $2,600,000collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. As of ~~June 30, 2021,~~March 31, 2022, the outstanding balance of the revolving loan was $0. As part of the transaction, the Company incurred loan origination fees and closing fees in the amount of $381,823and capitalized it into construction in process. On March 15, 2022 approximately $2,300,000 was released from collateral, leaving approximately $300,000 as collateral for outstanding letters of credit.
~~F-21~~

On June 18, 2020, Alset EHome Inc. (“Alset EHome”), a wholly owned subsidiary of LiquidValue Development Inc., entered into a Loan Agreement with Manufacturers and Traders Trust Company (the “Lender”).

Pursuant to the Loan Agreement, the Lender provided a non-revolving loan to Alset EHome in an aggregate amount of up to $2,990,000~~(the~~ (the “Loan”). The line of credit bears interest rate onof LIBOR plus 375 basis points. Repayment of the Loan is secured by a Deed of Trust issued to the Lender on the property owned by certain subsidiaries of Alset EHome. The maturity date of this Loan is July 1, 2022. LiquidValue Development Inc. and one of its subsidiaries are guarantors of this Loan. The guarantors are required to maintain during the term of the loan a combined minimum net worth in an aggregate amount equal to not less than $20,000,000. ~~The Company was in compliance with this covenant as of December 31, 2020.~~

During the year ended December 31, 2020, Alset EHome borrowed $664,810from M&T Bank, incurring at the same time a loan origination fees of $61,679which were amortized over the term of the loan. As of December 31, 2020, the remaining unamortized debt discount was $42,906. The loan in the amount of $664,810, together with all accrued interests of $25,225, was paid off on May 28, 2021. The loan was closed in June 2021. Additionally, the debt discount of $42,907was fully amortized during the ~~six months~~year ended ~~June 30,~~December 31, 2021.

F-20
Paycheck Protection Program Loan

On February 11, 2021, the Company entered into a five yearnote with M&T Bank with a principal amount of $68,502 pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note. The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first sixteen months of principal and interest deferred or until we apply for the loan forgiveness. The PPP Term Note may be accelerated upon the occurrence of an event of default.

The PPP Term Note is unsecured and guaranteed by the United States Small Business Administration. The Company ~~may apply~~applied to M&T Bank for forgiveness of the PPP Term Note, with the amount which may be forgiven equal to at least 60% of payroll costs and other eligible payments incurred by the Company, calculated in accordance with the terms of the CARES Act. ~~At this time, we are not in a position to quantify the portion of the PPP Term Note that will be forgiven.~~ As of ~~June 30, 2021,~~March 31, 2022, we owed $68,502to M&T Bank. In April, 2022 the Company received confirmation that the loan was fully forgiven.

Australia Loan

On January 7, 2017, SeD Perth Pty Ltd (“SeD Perth”) entered into a loan agreement with National Australian Bank Limited (the “Australia Loan”) for the purpose of funding land development. The loan facility provides SeD Perth with access to funding of up to approximately $460,000and matures on December 31, 2018. The Australia Loan is secured by both the land under development and a pledged deposit of $~~35,276~~.$36,059. This loan is denominated in AUD. Personal guarantees amounting to approximately ~~$500,000~~$500,000 have been provided by our CEO, Chan Heng Fai and by Rajen Manicka, the CEO of Holista CollTech and Co-founder of iGalen Inc. The interest rate on the Australia Loan is based on the weighted average interest rates applicable to each of the business markets facility components as defined within the loan agreement, ranging from ~~4.12~~4.48% to ~~4.86~~4.49% per annum for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and from ~~4.36~~4.12% to ~~5.57~~4.58% per annum for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. On September 7, 2017 the Australia Loan was amended to reduce the maximum borrowing capacity to approximately $179,000. During 2020, the terms of the Australia Loan were amended to reflect an extended maturity date of April 30, 2022. This was accounted for as a debt modification. The Company did not pay fees to the National Australian Bank Limited for the modification of the loan agreement. In February 2022, SeD Perth repaid the loan and is in the process of closing of the loan.

~~F-22~~
Singapore Car Loan
On May 17, 2021, Alset International Limited entered into a Hire Purchase Agreement with Hong Leong Finance Limited to purchase a car for business. The total purchase price of the car, including associated charges, was approximately $184,596. Alset International paid an initial deposit of $78,640, and would make monthly instalment of approximately $1,300, including interest of 1.88% per annum, for the 84 months.

~~10.~~ ~~RELATED PARTY TRANSACTIONS~~
8. RELATED PARTY TRANSACTIONS

Personal Guarantees by Directors

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, a director of the Company had provided personal guarantees amounting to approximately $500,000, to secure external loans from financial institutions for AEI and the consolidated entities.
Purchase of Shares and Warrants from APW
On July 17, 2020, the Company purchased 122,039,000 shares, approximately 9.99% ownership, and 1,220,390,000 warrants with an exercise price of $0.0001 per share, from APW, for an aggregated purchase price of $122,039. We value APW warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from APW were $860,342 as of July 17, 2020, the purchase date, $815,514 as of March 31, 2022 and $1,009,854 as of December 31, 2021, respectively. The difference of $945,769 of fair value of stock and warrants, total $1,067,808 and the purchase price $122,039, was recorded as additional paid in capital at December 31, 2021, as it was a related party transaction.
F-21

Sale of Investment in Vivacitas to DSS

On March 18, 2021, the Company sold equity investment in Vivacitas, a U.S.-based biopharmaceutical company, equaling to 2,480,000shares of common stock and a stock option to purchase 250,000shares of Vivacitas common stock at $1per share at any time prior to the date of a public offering, to a subsidiary of DSS for $2,480,000. Chan Heng Fai, CEO and the founder of ~~the~~our Company, holds a director position on both Vivacitas and DSS. After this transaction, we do not own any investment in Vivacitas. Our original cost of common stock and stock option of Vivacitas was $200,128. We did not recognize gain or loss in this transaction. The difference of $2,279,872between the selling price and our original investment cost was recorded as additional paid capital considering it was a related party transaction.

Purchase of stock in True Partners Capital Holding Limited

On March 12, 2021, the Company purchased 62,122,908ordinary shares of True Partners Capital Holding Limited for $6,729,629from a related party. The fair market value of stock on acquisition date was $10,003,689. The difference between purchase price and fair market value of $3,274,060was recorded as equity transaction on Company’s condensed consolidated statement of stockholders’ ~~equity.~~equity at December 31, 2021.

Notes Payable

Chan Heng Fai provided an interest-free, due on demand advance to LiquidValue Development Pte. Ltd. and its subsidiary LiquidValue Development Limited for the general operations. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the outstanding balance was approximately $~~836,198~~ 820,113~~and $823,823, respectively.~~.

Chan Heng Fai provided an interest-free, due on demand advance to Alset EHome International for the Company’s general operations. The advance was paid back during the ~~six months~~year ended ~~June 30,~~December 31, 2021 and as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the outstanding balance was $0~~and $178,400, respectively.~~.

Chan Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty. Ltd. for its general operations. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the outstanding balance was $~~14,002~~ 14,017and $~~14,379~~13,546, respectively.

On August 20, 2020, the Company acquired 30,000,000common shares from Chan Heng Fai in exchange for a two-year non-interest bearing note of $1,333,429. During the ~~six months~~year ended ~~June 30,~~December 31, 2021, the Company paid back all $~~1,321,600~~ 1,333,429and as of ~~June 30, 2021~~ March 31, 2022 and December 31, ~~2020~~2021 the amount outstanding was $~~11,829~~ 0~~and $1,333,429, respectively.~~.

On March 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company, for four proposed transactions, consisting of (i) purchase of certain warrants (the “Warrants”) to purchase 1,500,000,000shares of Alset International Limited, ~~(“Alset International”),~~ which was valued at $28,363,966; (ii) purchase of all of the issued and outstanding stock of LiquidValue Development Pte Ltd. (“LVD”), which was valued at $173,395; (iii) purchase of 62,122,908ordinary shares in True ~~Partners~~Partner Capital Holding Limited (HKG: 8657) (“True ~~Partners”~~Partner”), which was valued at $6,729,629; and (iv) purchase of 4,775,523shares of the common stock of American Pacific Bancorp Inc. (“APB”), which was valued at $28,653,138. The total amount of above four transactions was $63,920,129, payable on the Closing Date by the Company, in the convertible promissory notes (“Alset CPNs”), which, subject to the terms and conditions of the Alset CPNs and the Company’s shareholder approval, shall be convertible into shares of the Company’s common stock (“AEI Common Stock”), at par value of $0.001per share, at the conversion price of AEI’s Stock Market Price. AEI’s Stock Market Price shall be $5.59per share, equivalent to the average of the five closing per share prices of AEI Common Stock preceding January 4, 2021 as quoted by Bloomberg L.P. AEI’s stock price was $10.03on March 12, 2021, the commitment date. The Beneficial Conversion Feature (“BCF”) intrinsic value was $50,770,192for the four convertible promissory notes and was recorded as debt discount of convertible notes after the transaction. On May 13 and June 14, 2021 all Alset CPNs of $63,920,128and accrued interests of $306,438were converted into 2,123shares of series B preferred stock and 9,163,965shares of common stock of the Company.

On May 14, 2021, ~~Alset EHome International Inc., a Delaware corporation (the “Company”),~~the Company borrowed S$7,395,472Singapore Dollars (equal to approximately $5,545,495U.S. Dollars) from Chan Heng Fai. The unpaid principal amount of the Loan ~~shall be~~is due and payable on May 14, 2022 and the Loan ~~shall have~~has no interest. ~~As of June 30,~~The loan was paid back in full during 2021 and the outstanding balance was $~~4,943,095~~0. as of March 31, 2022 and December 31, 2021.
F-22

Chan Heng Fai provided an interest-free, due on demand advance to HengFeng Finance Limited for the general operations. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the outstanding balance was $~~184,250~~ ~~and $~~0~~, respectively.~~.
~~F-23~~
Management Fees

MacKenzie Equity Partners, owned by Charles MacKenzie, a Director of the Company’s subsidiary LiquidValue Development, has had a consulting agreement with the Company since 2015. Per the terms of the agreement, as amended on January 1, 2018, the Company has paid a monthly fee of $20,000for these consulting services. The Company incurred expenses of $60,000and $60,000for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. Company incurred expenses of $120,000~~ ~~and $120,000~~ ~~for the six months ended June 30, 2021 and 2020,~~ respectively, which were capitalized as part of Real Estate on the Company’s Condensed Consolidated Balance ~~Sheet~~Sheets as the services relate to property and project management. ~~In June~~During 2021, MacKenzie Equity Partners was granted an additional $~~60,000~~ 120,000bonus payment. On ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company owed this related party $20,000and $080,000, respectively.

~~Consulting Services~~
Chan Tung Moe was engaged as a consultant by the Company through Pop Motion Consulting Pte. Ltd. Chan Tung Moe is the son of Chan Heng Fai, the Chairman and CEO of our Company. In August of 2020, this consulting agreement was terminated, and Chan Tung Moe became an employee of Alset International as Chief Development Officer. Chan Tung Moe was appointed as Executive Director of Alset International Limited on December 11, 2020 and on March 1, 2021, he was appointed as Co-Chief Executive Officer of Alset International Limited. Chan Tung Moe was appointed as Co-Chief Executive Officer of Alset EHome International on July 1, 2021.
~~The Company incurred expense of $~~0 ~~and $59,144~~ ~~for the three months ended June 30, 2021 and 2020, respectively. The Company incurred expense of $~~0 ~~and $118,288~~ ~~for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the Company owed Pop Motion a consulting fee of $~~0.
Notes Receivable from Related Party Companies

On March 2, 2020 and on October 29, 2021, LiquidValue Asset Management Pte. Ltd. (“LiquidValue”) received atwo $200,000 Promissory Notes and on October 29, 2021 Alset International received $8,350,000Promissory Note from American Medical REIT Inc. (“AMRE”), a company which is ~~less than~~115.8% owned by LiquidValue as of ~~June 30, 2021.~~March 31, 2022. Chan Heng Fai and Chan Tung Moe ~~from Alset International~~ are directors of American Medical REIT Inc. The ~~note carries~~notes carry interests of 8% and isare payable in two, three years and 25 months., respectively. LiquidValue also received warrants to purchase AMRE shares at the ~~Exercise Price~~exercise price of $5.00per share. The amount of the warrants equals to the note principle divided by the ~~Exercise Price.~~exercise price. If AMRE goes to IPO in the future and IPO price is less than $10.00 per share, the ~~Exercise~~exercise price shall be adjusted downward to fifty percent (50%) of the IPO ~~price.~~price. In March 2022 the Company converted two $200,000 loans, together with associated warrants into 167,938 common shares of AMRE, and increased its ownership in AMRE from 3.4% to 15.8%. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the fair market value of the warrants was $0. The Company accrued $~~21,366~~ 167,000and $~~13,431~~ 130,000interest income as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

On January 24, 2017, SeD Capital Pte Ltd, a ~~100%~~100% owned subsidiary of Alset International lent $350,000to ~~iGalen.~~iGalen Inc. The term of the loan was two years,, with an interest rate of 3% per annum for the first of year and 5% per annum for the second year. The expiration term was renewed as due on demand after two years with 5% per annum interest ~~rate.~~ rate. As of ~~June 30, 2021 and~~ December 31, 2020, the outstanding principle was $350,000and accrued interest ~~was $70,291~~ ~~and~~ $61,555. On December 31, 2021, the management of the Company evaluated the financial and the operation results of iGalen and concluded that possibility to repay this loan is not probable, and the principal and accrued interests total of $412,754~~, respectively.~~ was recorded as bad debt expense.

As of ~~June 30, 2021,~~March 31, 2022, the Company provided advances for operation of $~~234,744~~ 236,699to ~~Hyten,~~HWH World Co., a direct sales company in Thailand of which the Company holds approximately 19% ownership. ~~The Company provided advances for operation of~~
On October 13, 2021 BMI Capital Partners International Limited (“BMI”) entered into loan agreement with Liquid Value Asset Management Limited (“LVAML”), pursuant to which BMI agreed to lend $~~29,968~~3,000,000 to ~~APW,~~LVAML. The loan has variable interest rate and matures on October 12, 2022. As of March 31, 2022 and December 31, 2021 LVAML owes $2,971,494 and $2,987,039, respectively.
During 2021 the Company estimated $4,800,000 bonus due to Chan Heng Fai which was paid in January 2022. Once the final financial statements of the Company were available, the actual amount of bonus due was calculated, resulting in approximately $1.2 million of overpayment to Chan Heng Fai. As of March 31, 2022 Chan Heng Fai owes $1,185,251 to the Company. Chan Heng Fai paid the overpayment back in April 2022.
In first quarter of 2022, the Company lent a ~~related party~~non-interest bearing loan of $476,250 to Alset Investment Pte. Ltd., the company 100% owned by Chan Heng Fai. As of March 31, 2022 Alset Investment Pte. Ltd. owed $476,250 to the Company.
F-23
The Company paid some operating expenses for Alset Capital Acquisition Corp., a special purpose acquisition company of which the Company holds ~~8.7~~23.4%. The advances are interest free with no set repayment terms. On March 31, 2022 and December 31, 2021, the balance of these advances was $7,171 and $~~% ownership.~~0, respectively.

Loan to Employees

On November 24, 2020, American Pacific Bancorp. Inc. lent $560,000to Chan Tung Moe, an officer of one of the subsidiaries of the Company and son of Chan Heng Fai, Chairman and Chief Executive Officer of the Company, bearing interest at 6%, with a maturity date of November 23, 2023. This loan was secured by an irrevocable letter of instruction on 80,000 shares of Alset EHome ~~International.~~International. On November 24, 2020, American Pacific Bancorp. Inc. lent $280,000to Lim Sheng Hon Danny, an employee of one of the subsidiaries of the Company, bearing interest at 6%6%, with a maturity date of November 23, ~~2023.~~2023. This loan was secured by an irrevocable letter of instruction on 40,000 shares of Alset EHome ~~International.~~International. Subsequent to the making of these loans, the Company acquired the majority of the issued and outstanding common stock of American Pacific Bancorp. ~~As of June 30,~~During the year ended December 31, 2021, both principal and interest, $840,000and $28,031, of both loans to Chan Tung Moe and Lim Sheng Hong, were fully paid off.

~~F-24~~
9. EQUITY

~~11.~~ ~~EQUITY~~
On June 14, 2021, the Company filed an amendment (the “Amendment”) to its Third Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized share capital. The Amendment increased the Company’s authorized share capital to 250,000,000common shares and 25,000,000preferred shares, from 20,000,000common shares and 5,000,000preferred shares, respectively.

The Company has designated 6,380preferred shares as Series A Preferred Stock and 2,132as Series B Preferred Stock.

Holders of the Series A Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock, par value $0.001per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series A Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series A Preferred Stock is convertible. Holders of Series A Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series A Preferred Stock would receive if the Series A Preferred Stock were fully converted into Common Stock.

Holders of the Series B Preferred Stock shall be entitled to receive dividends equal, on an as-if-converted basis, to and in the same form as dividends actually paid on shares of the Company’s common stock par value $0.001per share (“Common Stock”) when, as and if paid on shares of Common Stock. Each holder of outstanding Series B Preferred Stock is entitled to vote equal to the number of whole shares of Common Stock into which each share of the Series B Preferred Stock is convertible. Holders of Series B Preferred Stock are entitled, upon liquidation of the Company, to receive the same amount that a holder of Series B Preferred Stock would receive if the Series B Preferred Stock were fully converted into Common Stock.

The Company analyzed the Preferred stock and the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity.

On January 19, 2021, the Company issued 10,000shares of its common stock as compensation for public relations services at a fair value of $60,900.

On May 3, 2021, the Company entered into a Loan and Exchange Agreement with its Chief Executive Officer, Chan Heng Fai pursuant to which he loaned the Company his shares of Common Stock of the Company by exchanging 6,380,000shares of common stock which he owned for an aggregate of 6,380shares of the Company’s newly designated Series A Convertible Preferred Stock. Effective upon the filing of the Amendment in June 2021, the Company issued an entity owned by Chan Heng Fai 6,380,000shares of common stock upon the automatic conversion of all 6,380outstanding shares of the Company’s Series A Convertible Preferred Stock.
F-24

On May 12, 2021, the Company entered into an Exchange Agreement with Chan Heng Fai, pursuant to which he converted $13,000,000of note payable for 2,132shares of the Company’s newly designated Series B Preferred Stock. Effective upon the filing of the Amendment in June 2021, the Company issued Chan Heng Fai 2,132,000shares of common stock upon the automatic conversion of all 2,132outstanding shares of the Company’s Series B Convertible Preferred Stock.

On May 10, 2021, the Company entered into an underwriting agreement ~~(the “Underwriting Agreement”)~~ with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the ~~“Offering”~~“May Offering”) of (i) 4,700,637common units (the “Common Units”), at a price to the public of $5.07per Common Unit, with each Common Unit consisting of (a) one share of common stock, par value $0.001per share (the “Common Stock”), (b) one Series A warrant (the “Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of Common Stock with an initial exercise price of $5.07per whole share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase one-half share of Common Stock with an initial exercise price of $6.59per whole share, exercisable until the fifth anniversary of the issuance date and (ii) 1,611,000pre-funded units (the “Pre-funded Units”), at a price to the public of $5.06per Pre-funded Unit, with each Pre-funded Unit consisting of (a) one pre-funded warrant (the “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) to purchase one share of Common Stock, (b) one Series A Warrant and (c) one Series B Warrant. The shares of Common Stock, the Pre-funded Warrants, and the Warrants were offered together, but the securities contained in the Common Units and the Pre-funded Units were issued separately. Following the ~~offering,~~May Offering, all the investors exercised their Pre-funded Units and additional 1,611,000shares of common stock and Series A and Series B Warrants were issued.
~~F-25~~

The Company also granted the Underwriters a 45-day over-allotment option to purchase up to 808,363additional shares of Common Stock and/or up to 808,363additional Series A Warrants to purchase 808,363shares of Common Stock, and/or up to 808,363 additional Series B warrants to purchase 404,181shares of Common Stock. The May Offering, including the partial exercise of the Underwriters’ over-allotment option to purchase 808,363Series A Warrants and 808,363Series B Warrants, closed on May 13, 2021. During the month of June, 2021, Aegis exercised its option to purchase an additional 808,363common shares at a price of $5.07per common share and as of ~~June 30, 2021~~March 31, 2022 still holds 808,363Series B Warrants. ~~During the month of June, 2021,~~Through March 31, 2022, investors exercised ~~1,266,025~~ 1,364,025of Series A Warrants and 6,598of Series B Warrants. As a result of the ~~offering~~May Offering and subsequent exercise notice received for the pre-funded units and warrants, the Company issued ~~8,389,324~~ 8,487,324common ~~shares~~shares. As a result of the ~~offering~~May Offering and subsequent exercise notice received for the pre-funded units and warrants, and the net proceeds to the Company were $~~39,268,580~~39,765,440.

The Company incurred approximately $88,848in expenses related to the May Offering and subsequent warrants exercises, including SEC fees, FINRA fees, auditor fees and filing fees.

The following table presents net funds received from the May ~~2021 offering~~Offering and warrants exercised as of ~~June 30, 2021.~~March 31, 2022.
SCHEDULE OF NET FUNDS RECEIVED ON OFFERING AND WARRANTS EXERCISED
Shares Par value Amount received Shares Par value Amount received
Offering 4,700,637 $ 4,701 $ 29,145,056 4,700,637 $ 4,701 $ 29,145,056
Exercise of Pre-Funded Units 1,611,000 $ 1,611 $ 16,110 1,611,000 $ 1,611 $ 16,110
Exercise of Underwriter’s Series A Warrants 808,363 $ 808 $ 3,755,774 808,363 $ 808 $ 3,755,774
Exercise of Series A and Series B Warrants 1,269,324 $ 1,269 $ 6,440,487 1,367,324 $ 1,367 $ 6,937,347
Offering Expenses - $ - $ (88,848 ) - $ - $ (88,848 )
Total 8,389,324 $ 8,389 $ 39,268,580 8,487,324 $ 8,487 $ 39,765,439

On ~~June~~July 27, 2021, the Company entered into another underwriting agreement with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “July Offering”) of (i) 5,324,139 shares of common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $2.12 per share of Common Stock and (ii) 9,770,200 pre-funded warrants (the “Pre-funded Warrants”) to purchase 9,770,200 shares of Common Stock, at a price to the public of $2.11 per Pre-funded Warrant. The Offering closed on July 30, 2021. As a result of the July Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the Company were $33,392,444.
F-25
The Company granted the Underwriters a 45-day over-allotment option to purchase up to 2,264,150 additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to 7.0% of the gross proceeds of the Offering and a non-accountable expense fee equal to 1.5% of the gross proceeds of the Offering. In addition, the Company agreed to issue to the representative warrants (the “Representative’s Warrants”) to purchase a number of shares equal to 3.0% of the aggregate number of shares (including shares underlying the Pre-funded Warrants) sold under in the Offering, or warrants to purchase up to an aggregate of 520,754 shares, assuming the Underwriters exercise their over-allotment option in full. The Representative’s Warrants have an exercise price equal to 125% of the public offering price, or $2.65 per share, with an exercise period of 24 months from issuance. On September 9, 2021 the Underwriters exercised their over-allotment option and were issued 2,264,150 shares of our Common Stock. On September 9, 2021 the Underwriters exercised the option and the Company received $4,386,998 proceeds from this exercise.
The Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering in lieu of Common Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding Common Stock (or, at the election of the purchaser, 9.99%). Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.01 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. All of the Pre-Funded Warrants were exercised during 2021.
The Company incurred approximately $49,553 in expenses related to the July Offering and subsequent warrants exercises, including SEC fees, FINRA fees, auditor fees and filing fees.
The following table presents net funds received from the July Offering and warrants exercised as of March 31, 2022.
Shares Par value Amount received
Offering 5,324,139 $ 5,324 $ 28,957,297
Exercise of Pre-Funded Units 9,770,200 $ 9,770 $ 97,702
Exercise of Underwriter’s Over-Allotment Option 2,264,150 $ 2,264 $ 4,386,998
Offering Expenses - $ - $ (49,553 )
Total 17,358,489 $ 17,358 $ 33,392,444
On December 5, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “December Offering”) of (i) 18,076,666 shares of common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $0.60 per share of Common Stock and (ii) 31,076,666 pre-funded warrants (the “Pre-funded Warrants”) to purchase 31,076,666 shares of Common Stock, at a price to the public of $0.599 per Pre-funded Warrant. The December Offering closed on December 8, 2021. As a result of the December Offering and subsequent exercise notice received for the pre-funded warrants, the net proceeds to the Company were $27,231,875.
The Company granted the Underwriters a 45-day over-allotment option to purchase up to 7,500,000 additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to 7% of the gross proceeds of the Offering and a non-accountable expense fee equal to 1% of the gross proceeds of the Offering. On December 14, 2021, the Company consummated the sale of these 7,500,000 shares of Common Stock, representing 15% of the shares of common stock and the shares underlying the Pre-funded Warrants sold in the offering, that were subject to the underwriters’ over-allotment option at a price of $0.60 per share, generating net proceeds of $4,115,000.
F-26
The Company granted the Underwriters a 45-day over-allotment option to purchase up to 7,500,000 additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to 7% of the gross proceeds of the Offering and a non-accountable expense fee equal to 1% of the gross proceeds of the Offering. On December 14, 2021, the Company consummated the sale of these 7,500,000 shares of Common Stock, representing 15% of the shares of common stock and the shares underlying the Pre-funded Warrants sold in the offering, that were subject to the underwriters’ over-allotment option at a price of $0.60 per share, generating net proceeds of $4,115,000.
The Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering. Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.001 per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. At March 31, 2022 31,076,666 warrants were exercised, some in cashless exercise transactions.
The Company incurred approximately $40,621 in expenses related to the December Offering and subsequent warrants exercises, including SEC fees, FINRA fees, auditor fees and filing fees.
The following table presents net funds received from the December Offering and warrants exercised as of March 31, 2022.
Shares Par value Amount received
Offering 18,923,334 $ 18,923 $ 27,263,673
Exercise of Pre-Funded Units 15,223,333 $ 15,223 $ 8,823
Exercise of Underwriter’s Over-Allotment Option 7,500,000 $ 7,500 $ 4,115,000
Offering Expenses - $ - $ (40,621 )
Total 41,646,667 $ 41,647 $ 31,346,875
On March 31, 2022, there were ~~28,265,289~~113,187,898 common shares issued and outstanding.

The following table summarizes the warrant activity for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.
SCHEDULE OF WARRANT ACTIVITY
Warrant for Common Shares Weighted Average Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value
Warrants Outstanding as of December 31, 2020 108,000 $ 9.80 2.91 $ -
Warrants Vested and exercisable at December 31, 2020
108,000
$ 9.80 2.91 $ -
Granted 14,240,000 4.18
Exercised (2,080,986 ) 5.06
Forfeited, cancelled, expired - -
Warrants Outstanding as of June 30, 2021 12,267,014 $ 4.08 4.85 $ 3,077,823
Warrants Vested and exercisable at June 30, 2021 12,267,014 $ 4.08 4.85 $ 3,077,823
~~F-26~~

Warrant for
Common
Shares

Weighted
Average
Exercise Price

Remaining Contractual
Term
(Years)

Aggregate
Intrinsic
Value

Warrants Outstanding as of December 31, 2021 28,533,147 $ 1.79 1.88 $ -
Warrants Vested and exercisable at December 31, 2021 28,533,147 $ 1.79 1.88 $ -
Granted - -
Exercised (15,843,378 ) 0.001
Forfeited, cancelled, expired - -
Warrants Outstanding as of March 31, 2022 12,689,769 $ 4.02 3.99 $ -
Warrants Vested and exercisable at March 31, 2022 12,689,769 $ 4.02 3.99 $ -

GigWorld Inc. Sale of Shares

During the ~~six~~three months ended, ~~June 30,~~March 31, 2021, the Company sold ~~280,000~~ 250,000shares of GigWorld to international investors for the amount of $~~280,000~~250,000, which was booked as addition paid-in capital. The Company held ~~505,381,376~~ 505,551,376shares of the total outstanding shares 506,898,576before the sale. After the sale, the Company still owns approximately 99% of GigWorld’s total outstanding shares.

~~During the six months ended, June 30, 2020,~~ ~~the Company sold~~ ~~37,300~~ ~~shares of GigWorld to international investors for the amount of~~ ~~$32,300, which was booked as addition paid-in capital. The Company held~~ ~~500,821,889~~ ~~shares of the total outstanding shares~~ ~~506,898,576~~ ~~before the sale. After the sale, the Company still owns approximately~~ 99~~% of GigWorld’s total outstanding shares.~~
F-27

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, ~~and 2020,~~ the sales of GigWorld’s shares were de minimis compared to its outstanding shares and did not change the minority interest.

Distribution to Minority Shareholder

During ~~six~~the three months ended ~~June 30,~~March 31, 2021, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid $~~$1,151,500~~ 82,250~~in distribution to the minority shareholder. During six months ended June 30, 2020, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid~~ ~~$197,400~~ in distribution to the minority shareholder.

Changes of Ownership of Alset International

In the ~~six months~~year ended ~~June 30,~~December 31, 2021, Alset International issued ~~1,160,581,454~~ 1,721,303,416common shares through warrants exercise with exercise price of approximately $~~$0.03~~ 0.04per share and received $~~$35,878,698~~ 60,300,464cash, which included approximately ~~$33~~$58 million from Alset EHome International to exercise its warrants to purchase Alset International common shares. The warrant exercise transactions between Alset EHome International and Alset International were intercompany transactions and only affected change in non-controlling interest on the condensed consolidated statements of stockholders’ equity. During the ~~six months~~year ended ~~June 30,~~December 31, 2021, the stock-based compensation expense of Alset International was $$73,292with the issuance of 1,500,000shares to an officer. ~~The~~In three months ended March 31, 2022 the Company purchased 6,137,800 shares of Alset International from the market. Due to this purchase the Company’s ownership of Alset International changed from ~~57.1~~76.8% as of December 31, ~~2020~~2021 to ~~71.4~~77.0% as of ~~June 30, 2021.~~March 31, 2022.
~~A subsidiary Issuing Stock~~Promissory Note Converted into Shares

In ~~March, 2020, American Pacific Bancorp. (which subsequently became~~On December 13, 2021 the Company entered into a ~~majority-owned subsidiary~~Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible promissory note in favor of Chan Heng Fai, in the principal amount of $6,250,000. The note bears interest of 3% per annum and is due on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai. The note can be converted in part or whole into common shares of the ~~Company) commenced a private offering of units of its securities. Each unit was comprised of one share of its Class A Common Stock with par value of~~ ~~$0.01~~ ~~per share and its one share of Series A~~ 5~~% Cumulative Preferred Stock with a par value of~~ ~~$0.01~~ ~~per share,~~Company at ~~a subscription~~the conversion price of $6 0.625~~per unit.~~ or into cash. The ~~net proceeds from investors from this private offering~~loan closed on January 26, 2022 after all closing conditions were ~~$2,232,491~~ asmet. Chan Heng Fai opted to convert all of ~~June 30, 2020.~~the amount of such note into 10,000,000 shares of the Company’s common stock, which shares were issued on January 27, 2022.

~~F-27~~
~~12.~~10. LEASE INCOME

The Company generally rents its SFRs under lease agreements with a term of one year. Future minimum rental revenue under existing leases on our properties at ~~June 30, 2021~~March 31, 2022 in each calendar year through the end of their terms are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

2021 $ 97,350
2022 75,403 $ 594,866
2023 90,575
2024 7,450
Total Future Receipts $ 172,753 $ 692,891

Property Management Agreements

The Company has entered into property management agreement with the property managers under which the property managers generally oversee and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison with the tenants. The Company pays its property managers a monthly property management fee ~~of $~~90 ~~per month per~~for each property unit and a leasing ~~fee equal to one month of each lease’s annual rent.~~fee. For the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ property management fees incurred by the property managers were $~~2,740~~11,025 and $0~~, respectively. For the six months ended June 30, 2021 and 2020, property management fees incurred by the property managers were $2,740~~ ~~and $~~0, respectively. For the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ leasing fees incurred by the property managers were $~~14,475~~ 25,790and $0, respectively. ~~For the six months ended June 30, 2021 and 2020, leasing fees incurred by the property managers were $14,475~~ ~~and $~~0~~, respectively.~~
~~13.~~ ~~DISCONTINUED OPERATIONS~~

F-28
On April 27, 2020, Global BioMedical Pte Ltd (“GBM”), one of our subsidiaries, entered into a share exchange agreement with DSS BioHealth Security, Inc. (“DBHS”), a wholly owned subsidiary of Document Securities Systems Inc. (“DSS”), pursuant to which, DBHS agreed to acquire all of the outstanding capital stock of Impact BioMedical Inc, a wholly owned subsidiary of GBM, through a share exchange. It was agreed that the aggregate consideration to be issued to GBM for the Impact BioMedical shares would be the following: (i) ~~483,334~~ ~~newly issued shares of DSS common stock; and (ii)~~ ~~46,868~~ ~~newly issued shares of a new series of DSS perpetual convertible preferred stock with a stated value of $46,868,000~~ ($~~1,000~~ ~~per share). The convertible preferred stock will be convertible into shares of DSS common stock at a conversion price of $6.48~~ ~~of preferred stock stated value per share of common stock, subject to a~~ ~~19.9~~% beneficial ownership conversion limitation (a so-called “blocker”) based on the total issued outstanding shares of common stock of DSS beneficially owned by GBM. Holders of the convertible preferred stock will have no voting rights, except as required by applicable law or regulation, and no dividends will accrue or be payable on the convertible preferred stock. The holders of convertible preferred stock will be entitled to a liquidation preference of $~~1,000~~ per share, and DSS will have the right to redeem all or any portion of the then outstanding shares of convertible preferred stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share.
~~Under ASU 2014-08, a disposal transaction meets the definition of a discontinued operation if all of the following criteria are met:~~
1. ~~The disposal group constitutes a component of an entity or a group of components of an entity.~~
2. The component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale, or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff”).
3. The disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results”.
Impact BioMedical Inc and its subsidiaries have financial reporting. The transaction is a disposal by sale and has a major effect on our financial results. Since it meets all of the test criteria set forth above, we have treated this disposal transaction as a discontinued operations in our consolidated financial statements.
~~On August 21, 2020, the transaction closed and Impact BioMedical Inc became a direct wholly owned subsidiary of DBHS. GBM received~~ ~~483,334~~ ~~shares of DSS common stock and~~ ~~46,868~~ ~~shares of DSS preferred stock, which preferred shares could be converted to~~ ~~7,232,716~~ ~~common shares (however, any conversion will be subject to the blocker GBM has agreed to, as described above). After this transaction, we held~~ ~~500,001~~ ~~shares of the common stock of DSS, representing~~ ~~9.7% of the outstanding common stock of DSS. Our CEO, Chan Heng Fai owned an additional~~ ~~14.5~~% of the common stock of DSS (not including any common or preferred shares we held) and is the executive chairman of the board of directors of DSS. The Company has elected the fair value option for the DSS common stock that would otherwise be accounted for under the equity method of accounting. ASC 820, Fair Value Measurement and Disclosures, defines the fair value of the financial assets. We value DSS common stock under level 1 category through quoted prices and preferred stock under level 2 category through the value of the common shares into which the preferred shares are convertible. The quoted price of DSS common stock was $~~6.95~~ ~~as of August 21, 2020. The total fair value of DSS common and preferred stocks GBM received as consideration for the disposal of Impact BioMedical was $53,626,548. As of August 21, 2020, the net asset value of Impact BioMedical was $57,143. The difference of $53,569,405~~ ~~was recorded as additional paid in capital. We did not recognize gain or loss from this transaction as it was a related party transaction.~~
~~During the three months ended June 30, 2021 and 2020, the discontinued operation loss from Impact BioMedical Inc was $~~0 ~~and $361,385, respectively. During the six months ended June 30, 2021 and 2020 the discontinued operation loss from Impact BioMedical Inc was $~~0 ~~and $361,385, respectively.~~
~~On October 16, 2020, GBM converted an aggregate of~~ ~~4,293~~ ~~shares of Series A Convertible Preferred Stock into~~ ~~662,500~~ ~~shares of the common stock of DSS. On May 25, 2021 and again on June 21, 2021, GBM converted an aggregate of~~ ~~42,575~~ ~~shares of Series A Convertible Preferred Stock into~~ ~~6,570,170~~ ~~shares of the common stock of DSS. We now own approximately~~ ~~11.8% of the common stock of DSS, and our CEO, Chan Heng Fai, owns an additional~~ ~~3.1% of the common stock of DSS (not including any common shares we hold).~~
~~14.~~11. ACCUMULATED OTHER COMPREHENSIVE INCOME

Following is a summary of the changes in the balances of accumulated other comprehensive income, net of tax:
SCHEDULE OF CHANGES IN ~~THE BALANCES OF~~ ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total
Balance at January 1, 2021 $ (48,758 ) $ 2,258,017 $ (65,921 ) $ 2,143,338

Other Comprehensive Income (1,135 ) (1,010,527 ) (39,067 ) (1,050,729 )

Balance at March 31, 2021 $ (49,893 ) $ 1,247,490 $ (104,988 ) $ 1,092,609

Other Comprehensive Income (25,663 ) (764,544 ) (343,225 ) (1,133,432 )

Balance at June 30, 2021 $ (75,556 ) $ 482,946 $ (448,213 ) $ (40,823 )
Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total
Balance at January 1, 2022 $ (90,031 ) $ (367,895 ) $ 799,572 $ 341,646

Other Comprehensive Income (7,027 ) (499,967 ) 459,069 (47,925 )

Balance at March 31, 2022 $ (97,058 ) $ (867,862 ) $ 1,258,641 $ 293,721

Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total
Balance at January 1, 2020 $ (59,888 ) $ 1,603,145 $ (84,968 ) $ 1,458,289

Other Comprehensive Income (8,240 ) (1,094,810 ) - (1,103,050 )

Balance at March 31, 2020 $ (68,128 ) $ 508,335 $ (84,968 ) $ 355,239

Other Comprehensive Income 8,147 389,413 (18,317 ) 379,243

Balance at June 30, 2020 $ (59,981 ) $ 897,748 $ (103,285 ) $ 734,482
~~F-28~~
Unrealized Gains and Losses on Security Investment Foreign Currency Translations Change in Minority Interest Total
Balance at January 1, 2021 $ (48,758 ) $ 2,258,017 $ (65,921 ) $ 2,143,338

Other Comprehensive Income (1,135 ) (1,010,527 ) (39,067 ) (1,050,729 )

Balance at March 31, 2021 $ (49,893 ) $ 1,247,490 $ (104,988 ) $ 1,092,609

~~15.~~12. INVESTMENTS MEASURED AT FAIR VALUE

Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS
Amount at Fair Value Measurement Using Amount at Amount at Fair Value Measurement Using Amount at
Cost Level 1 Level 2 Level 3 Fair Value Cost Level 1 Level 2 Level 3 Fair Value
June 30, 2021
March 31, 2022
Assets
Investment Securities- Fair Value $ 14,784,540 $ 27,004,907 $ - $ - $ 27,004,907 $ 76,264,051 $ 47,389,726 $ - $ - $ 47,389,726
Investment Securities- Trading 968,525 954,109 - - 954,109 2,387,149 2,397,169 - - 2,397,169
Convertible Preferred Stock 42,889,000 - - - -
Convertible Note Receivable 138,599 - - 117,668 117,668 138,599 - - 89,275 89,275
Warrants - American Premium Water 860,342 - - 2,048,747 2,048,747 - - - 815,514 815,514
Warrants - AMRE - - - - - - - - - -

Total $ 78,789,799 $ 49,786,895 $ - $ 904,789 $ 50,691,684

Investment Securities - Fair Value NAV as Practical Expedient 100,000

Total Investment in securities at Fair Value $ 59,641,006 $ 27,959,016 $ - $ 2,166,415 $ 30,125,431 50,791,684
F-29

Amount at Fair Value Measurement Using Amount at
Cost Level 1 Level 2 Level 3 Fair Value
December 31, 2020
Assets
Investment securities- Fair Value Option $ 7,404,911 $ 10,549,102 $ - $ - $ 10,549,102
Investment securities- Trading 17,650 18,654 - - 18,654
Convertible preferred stock 42,889,000 - - 37,675,000 37,675,000
Convertible note receivable 50,000 - - 66,978 66,978
Warrants - American Premium Water 860,342 - - 862,723 862,723
Warrants - AMRE - - - - -
Stock Options - Vivacitas - - - - -
Total Investment in securities at Fair Value $ 51,221,903 $ 10,567,756 $ - $ 38,604,701 $ 49,172,457
Amount at Fair Value Measurement Using Amount at
Cost Level 1 Level 2 Level 3 Fair Value
December 31, 2021
Assets
Investment Securities- Fair Value $ 72,000,301 $ 25,320,694 $ - $ - $ 25,320,694
Investment Securities- Trading 9,809,778 9,908,077 - - 9,908,077
Convertible Note Receivable 138,599 - - 98,398 98,398
Warrants - American Premium Water 696,791 - - 1,009,854 1,009,854
Warrants - AMRE - - - - -

Total Investment in securities at Fair Value $ 82,645,469 $ 35,228,771 $ - $ 1,108,252 $ 36,337,023

Realized ~~gain~~loss on investment securities for the ~~six~~three months ended ~~June 30, 2021 and 2020~~March 31, 2022 was $~~296,961~~ 3,436,783and realized loss on investment securities for the three months ended March 31, 2021 was $~~26,395~~258,245~~, respectively.~~. Unrealized loss on securities investment was $~~30,703,914~~ 3,899,015 and $9,535,009in the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and unrealized gain on securities investment was $1,561,486~~ ~~in the six months ended on June 30, 2020.~~ respectively. These gains and losses were recorded directly to net income (loss). The change in fair value of the convertible note receivable in the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ was $~~37,909~~ 9,123and $~~516~~1,987, respectively, and was recorded in condensed consolidated statements of stockholders’ equity.
~~F-29~~

For U.S. trading stocks, we use Bloomberg Market stock prices as the share prices to calculate fair value. For overseas stock, we use the stock price from local stock exchange to calculate fair value. The following chart shows details of the fair value of equity security investment at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.
SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT
Share price Market Value
6/30/2021 Shares 6/30/2021 Valuation

DSS (Related Party) $ 1.790 7,732,671 ^* $ 13,841,481 Investment in Securities at Fair Value

AMBS (Related Party) $ 0.008 20,000,000 $ 150,000 Investment in Securities at Fair Value

Holista (Related Party) $ 0.044 46,226,673 $ 2,047,424 Investment in Securities at Fair Value

American Premium Water (Related Party) $ 0.007 122,039,000 $ 817,661 Investment in Securities at Fair Value

OptimumBank (Related Party) $ 4.820 92,980 $ 448,164 Investment in Securities at Fair Value

True Partners $ 0.135 62,122,908 $ 8,400,177 Investment in Securities at Fair Value

Value Exchange $ 0.200 6,500,000 $ 1,300,000 Investment in Securities at Fair Value

Trading Stocks $ 954,109 Investment in Securities at Fair Value

Total Level 1 Equity Securities $ 27,959,016
Nervotech N/A 1,666 $ 37,826 Investment in Securities at Cost
Hyten Global N/A 20,000 $ 42,562 Investment in Securities at Cost
K Beauty N/A 3,600 $ 19,609 Investment in Securities at Cost
Total Equity Securities $ 28,059,013
Share price Market Value
12/31/2020 Shares 12/31/2020 Valuation

DSS (Related Party) $ 6.240 1,162,501 ^* $ 7,254,006 Investment in Securities at Fair Value

AMBS (Related Party) $ 0.008 20,000,000 $ 160,000 Investment in Securities at Fair Value

Holista (Related Party) $ 0.055 46,226,673 $ 2,565,469 Investment in Securities at Fair Value

American Premium Water (Related Party) $ 0.002 122,039,000 $ 256,284 Investment in Securities at Fair Value

OptimumBank (Related Party) $ 3.370 92,980 $ 313,343 Investment in Securities at Fair Value

Trading Stocks $ 18,654 Investment in Securities at Fair Value

Total Level 1 Equity Securities $ 10,567,756
Vivacitas (Related Party) N/A 2,480,000 $ 200,128 Investment in Securities at Cost
Nervotech N/A 1,666 $ 37,826 Investment in Securities at Cost
Hyten Global N/A 20,000 $ 42,562 Investment in Securities at Cost

Total Equity Securities $ 10,848,272
* ~~Ratio of 1-for-30 (the “Reverse Split”)was effective at 5:01 p.m. Eastern Time on May 7, 2020 (the “Effective Time”)~~
~~F-30~~
Share price Market Value
3/31/2022 Shares 3/31/2022 Valuation

DSS (Related Party) $ 0.573 23,875,139 $ 13,680,455 Investment in Securities at Fair Value

AMBS (Related Party) $ 0.008 20,000,000 $ 158,000 Investment in Securities at Fair Value

Holista (Related Party) $ 0.025 43,626,621 $ 1,111,173 Investment in Securities at Fair Value

American Premium Water (Related Party) $ 0.002 354,039,000 $ 531,059 Investment in Securities at Fair Value

True Partner $ 0.112 62,122,908 $ 6,981,617 Investment in Securities at Fair Value

Value Exchange $ 0.230 6,500,000 $ 1,495,000 Investment in Securities at Fair Value

Alset Capital Acquisition - Common Stock (Related Party) $ 9.860 1,940,625 $ 19,134,563 Investment in Securities at Fair Value

Alset Capital Acquisition – Unit (Related Party) $ 10.080 426,375 $ 4,297,860 Investment in Securities at Fair Value

Trading Stocks $ 2,397,170 Investment in Securities at Fair Value

Total Level 1 Equity Securities $ 49,786,896

Nervotech N/A 1,666 $ 37,045 Investment in Securities at Cost
Hyten Global N/A 3,800 $ 42,562 Investment in Securities at Cost
Ubeauty N/A 3,600 $ 19,609 Investment in Securities at Cost
Total Equity Securities $ 49,886,112

Share price Market Value
12/31/2021 Shares 12/31/2021 Valuation

DSS (Related Party) $ 0.672 19,888,262 $ 13,364,912 Investment in Securities at Fair Value

AMBS (Related Party) $ 0.016 20,000,000 $ 328,000 Investment in Securities at Fair Value

Holista (Related Party) $ 0.034 43,626,621 $ 1,489,179 Investment in Securities at Fair Value

American Premium Water (Related Party) $ 0.002 354,039,000 $ 778,886 Investment in Securities at Fair Value

True Partner $ 0.119 62,122,908 $ 7,409,717 Investment in Securities at Fair Value

Value Exchange $ 0.300 6,500,000 $ 1,950,000 Investment in Securities at Fair Value

Trading Stocks $ 9,908,077 Investment in Securities at Fair Value

Total Level 1 Equity Securities $ 35,228,771

Nervotech N/A 1,666 $ 37,045 Investment in Securities at Cost
Hyten Global N/A 3,800 $ 42,562 Investment in Securities at Cost
Ubeauty N/A 3,600 $ 19,609 Investment in Securities at Cost
Total Equity Securities $ 35,327,987
DSS convertible preferred stock

~~In six~~During the three months ended ~~June 30,~~March 31, 2021, Global BioMedical Pte Ltd. ~~converted~~held 42,575preferred stock of DSS ~~into~~which could convert to ~~6,570,170~~ 6,570,216common shares of DSS.

F-30
Sharing Services Convertible Note

The fair value of the Sharing Services Convertible Note under level 3 category as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

June 30,
2021

December 31,
2020

March 31,
2022

December 31,
2021

Dividend yield 0.00 % 0.00 % 0.00 % 0.00 %
Expected volatility 158.61 % 210.07 % 126.23 % 138.85 %
Risk free interest rate 3.25 % 0.13 % 3.25 % 3.25 %
Contractual term (in years) 1.26 11.76 0.51 0.76
Exercise price $ 0.15 $ 0.15 $ 0.15 $ 0.15

We assumed dividend yield rate is ~~0.00~~0.00%% in Sharing Services. The volatility is based on the historical volatility of the Sharing Services’ common stock. Risk-free interest rates were obtained from U.S. Treasury rates for the applicable periods.

Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

The table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:
SCHEDULE OF CHANGE IN FAIR VALUE
Total
Balance at January 1, 2021 $ 66,978
Total losses (1,987 )
Balance at March 31, 2021 $ 64,991
Total losses (35,922 )
Balance at June 30, 2021 $ 29,069
Total
Balance at January 1, 2020 $ 26,209
Total losses (12,599 )
Balance at March 31, 2020 $ 13,610
Total gain 13,115
Balance at June 30, 2020 $ 26,725
~~F-31~~
Total
Balance at January 1, 2022 $ 1,108,252
Total losses (203,463 )
Balance at March 31, 2022 $ 904,789

Total
Balance at January 1, 2021 $ 66,978
Total losses (1,987 )
Balance at March 31, 2021 $ 64,991

Vector Com Convertible Bond

On February 26, 2021, the Company invested approximately $88,599in the convertible bond of Vector Com Co., Ltd (“Vector Com”), a private company in South Korea. The interest rate is 22%% per annum and maturity is two years. The conversion price is approximately $21.26, per common share of Vector Com. As of ~~June 30, 2021,~~March 31, 2022, the management estimated that the fair value of this note remained unchanged from its initial purchase ~~price~~price.

Warrants

On March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of AMRE, a related party private startup company, in conjunction with the Company lending atwo $200,000promissory ~~note.~~notes. For further details on this transaction, refer to Note 108 - Related Party Transactions, Note Receivable from a Related Party ~~Company.~~ Company. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, AMRE was a private company. Based the management’s analysis, the fair value of the warrants was $0as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. All warrants were converted into common shares in March 2022.

On July 17, 2020, the Company purchased 122,039,000shares, approximately ~~9.99~~9.99%% ownership, and ~~122,039,000~~ 1,220,390,000warrants with an exercise price of $0.0001per share, from APW, for an aggregated purchase price of $122,039. During 2021, the Company exercised 232,000,000 of the warrants to purchase .232,000,000 shares of APW for the total consideration of $232,000, leaving the balance of outstanding warrants of 988,390,000 at December 31, 2021. The Company did not exercise any warrants during three months ended March 31, 2022. We value ~~APW~~APB warrants under level 3 category through a ~~Black-Scholes~~Black Scholes option pricing model and the fair value of the warrants from APW ~~were~~was $~~862,723~~ 815,514 as of March 31, 2022 and $1,009,854as of December 31, ~~2020 and $2,048,747~~ ~~as of June 30,~~ 2021.
F-31

The fair value of the APW warrants under level 3 category as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:
SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS
June 30, 2021 December 31, 2020
March 31,
2022

December 31,
2021

Stock Price $ 0.0067 $ 0.0021 $ 0.0015 $ 0.0022
Exercise price 0.001 0.001 0.001 0.001
Risk free interest rate 1.40 % 0.88 % 2.39 % 1.48 %
Annualized volatility 205.71 % 178.86 % 111.5 % 186.5 %
Year to maturity 9.07 9.58 8.31 8.58

~~16.~~13. COMMITMENTS AND CONTINGENCIES

Lots Sales Agreement

On November 23, 2015, SeD Maryland Development LLC completed the $15,700,000acquisition of Ballenger Run, a 197-acre land sub-division development located in Frederick County, Maryland. Previously, on May 28, 2014, the RBG Family, LLC entered into a $15,000,000assignable real estate sales contract with NVR, by which RBG Family, LLC would facilitate the sale of the 197acres of Ballenger Run to NVR. On December 10, 2014, NVR assigned this contract to SeD Maryland Development, LLC through execution of an assignment and assumption agreement and entered into a series of lot purchase agreements by which NVR would purchase 443 subdivided residential lots from SeD Maryland Development, LLC. On December 31, 2018, SeD Maryland entered into the Third Amendment to the Lot Purchase Agreement for Ballenger Run with NVR. Pursuant to the Third Amendment, SeD Maryland will convert the 5.9 acre CCRC parcel to 36 lots (the 28 feet wide villa lot) and sell to NVR. SeD Maryland pursued the required zoning approval to change the number of such lots from 85 to 121, which was approved in July 2019. Subsequently, SeD Maryland Development signed Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the new 121 ~~lots.~~lots.

During the three months ended on ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ NVR purchased 31 3lots and 19 27~~lots, respectively. During the six months ended on June 30, 2021 and 2020, NVR purchased~~ 58 ~~lots and~~ 46 lots, respectively. Through ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, NVR had purchased a total of ~~446~~ 479and ~~388~~ 476lots, respectively.

~~F-32~~
As part of the contract with NVR, upon establishment of FFB assessments on the lots, the Company is obligated to credit NVR with an amount equal to one year of FFB assessment per each lot purchased by NVR. As of March 31, 2022 and December 31, 2021 the accrued balance due to NVR was $189,475 and $188,125, respectively.
Leases

The Company leases offices in Maryland, Singapore, Magnolia, Texas, Hong Kong and South Korea through leased spaces aggregating approximately 15,811square feet, under leases expiring on various dates from ~~December 2020~~April 2022 to March 2024. The leases have rental rates ranging from $2,265to $~~23,297~~ 21,500per month. Our total rent expense under these office leases was $~~140,271~~156,470 and $~~85,558~~140,271 in the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. Our total rent expense under these office leases was $272,985~~ ~~and $171,116~~ ~~in the six months ended June 30, 2021 and 2020,~~ respectively. The following table outlines the details of lease terms:
~~Schedule of operating and renewed lease terms rental~~SCHEDULE OF OPERATING AND RENEWED LEASE TERMS RENTAL
Office Location Lease Term as of December 31, ~~2020~~2021
Singapore - AI ~~Renewed Lease term in 2021~~
~~Singapore~~ ~~June 2020 to May 2021~~ June 2021 to May 2022
Singapore – F&B October 2021 to October 2024
Hong Kong October 2020 to October 2022
South Korea August 2020 to August 2022
Magnolia, Texas, USA November ~~2019~~2021 to April ~~2021~~2022 ~~May 2021 to October 2021~~
Bethesda, Maryland, USA ~~August 2015 to December 2020~~ January 2021 to March 2024

The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) to recognize a right-of-use asset and a lease liability for all the leases with terms greater than twelve months. We elected the practical expedient to not recognize operating lease right-of-use assets and operating lease liabilities for lease agreements with terms less than 12 months. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.As our leases do not provide a readily determinable implicit rates, we estimate our incremental borrowing rates to discount the lease payments based on information available at lease commencement. Our incremental borrowings rates are 3.9% in ~~2021~~2022 and ~~at a range from 0.5% to 4.5% per annum in 2020,~~2021, which were used as the discount ~~rates.~~rates. The balances of operating lease right-of-use assets and operating lease liabilities as of ~~June 30, 2021~~March 31, 2022 were $~~728,828~~ 502,552and $~~741,915~~513,651, respectively. The balances of operating lease right-of-use assets and operating lease liabilities as of December 31, ~~2020~~2021 were $~~574,754~~ 659,620and $~~574,754~~667,343, respectively.
F-32

The table below summarizes future payments due under these leases as of ~~June 30, 2021.~~March 31, 2022.

For the Years Ended ~~December~~March 31:
~~Schedule of Lease Payments~~SCHEDULE OF LEASE PAYMENTS

2021 $ 280,947
2022 361,405 302,207
2023 95,104 185,111
2024 24,430 36,398
Total Minimum Lease Payments 761,886 523,716
Less: Effect of Discounting (19,971 ) (10,065 )
Present Value of Future Minimum Lease Payments 741,915 513,651
Less: Current Obligations under Leases (147,135 ) (168,145 )
Long-term Lease Obligations $ 594,780 $ 345,506

~~17.~~14. DIRECTORS AND EMPLOYEES’ BENEFITS

Stock Option plans AEI

The Company ~~reserves~~previously reserved 500,000shares of common stock under the Incentive Compensation Plan for high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its related entities. This plan is meant to enable such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expand their maximum efforts in the creation of shareholder value. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there have been no options granted. The reservation of shares under the Incentive Compensation Plan was cancelled in May of 2021.
~~F-33~~

Alset International Stock Option plans

On November 20, 2013, Alset International approved a Stock Option Plan (the “2013 Plan”). Employees, executive directors, and non-executive directors (including the independent directors) are eligible to participate in the 2013 Plan.

The following tables summarize stock option activity under the 2013 Plan for the ~~six~~three months ended ~~June 30,~~March 31, 2021:
SCHEDULE OF OPTION ACTIVITY
Options for Common Shares Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding as of December 31, 2020 1,061,333 $ 0.09 3.00 $ -
Vested and exercisable at December 31, 2020 1,061,333 $ 0.09 3.00 $ -
Granted - -
Exercised - -
Forfeited, cancelled, expired - -
Outstanding as of June 30, 2021 1,061,333 $ 0.09 2.50 $ -
Vested and exercisable at June 30, 2021 1,061,333 $ 0.09 2.50 $ -
Options for Common Shares Exercise Price Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding as of January 1, 2021 1,061,333 $ 0.09 3.00 $                      -
Vested and exercisable at January 1, 2021 1,061,333 $ 0.09 3.00 $ -
Granted - -
Exercised - -
Forfeited, cancelled, expired - -
Outstanding as of December 31, 2021 1,061,333 $ 0.09 2.00 $ -
Vested and exercisable at December 31, 2021 1,061,333 $ 0.09 2.00 $ -
Granted - -
Exercised - -
Forfeited, cancelled, expired - -
Outstanding as of March 31, 2022 1,061,333 $ 0.09 1.75 $ -
Vested and exercisable at March 31, 2022 1,061,333 $ 0.09 1.75 $ -

~~18.~~15. SUBSEQUENT EVENTS

~~Public Offering~~On April 8, 2022 the Company received confirmation from Small Business Administration that the PPP loan together with accrued interest was fully forgiven.

On ~~July 27, 2021,~~April 11, 2022 the Company ~~entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as~~filed Registration Statement on Form S-3 using a “shelf” registration or continuous offering process. Under this shelf registration process, the ~~sole book-running manager and representative~~Company may, from time to time, sell any combination of the ~~underwriters named therein (the “Underwriters”), relating~~securities (common stock, preferred stock, warrants, rights, units) described in the filed prospectus in one or more offerings up to ~~an underwritten public~~a total aggregate offering ~~(the “Offering”) of (i)~~ ~~5,324,139~~ ~~shares of common stock, par value $0.001~~ ~~per share (the “Common Stock”), at a~~ price ~~to the public~~ of $~~2.12~~ 75,000,000~~per share of Common Stock and (ii)~~ ~~9,770,200~~ ~~pre-funded warrants (the “Pre-funded Warrants”) to purchase~~ ~~9,770,200~~ ~~shares of Common Stock, at a price to the public of $2.11~~ ~~per Pre-funded Warrant. The Offering closed on July 30, 2021.~~.

~~The Company granted~~On April 29, 2022 Chan Heng Fai paid back the ~~Underwriters a 45-day over-allotment option~~overpayment made to ~~purchase up~~him of $1,185,251 for the bonus paid to ~~2,264,150~~ ~~additional shares of Common Stock. The Company also paid the Underwriters an underwriting discount equal to~~ ~~7.0% of the gross proceeds of the Offering and a non-accountable expense fee equal to~~ ~~1.5% of the gross proceeds of the Offering. In addition, the Company agreed to issue to the representative warrants (the “Representative’s Warrants”) to purchase a number of shares equal to~~ ~~3.0% of the aggregate number of shares (including shares underlying the Pre-funded Warrants) sold under~~him in ~~the Offering, or warrants to purchase up to an aggregate of~~ ~~520,754~~ ~~shares, assuming the Underwriters exercise their over-allotment option in full. The Representative’s Warrants have an exercise price equal to~~ ~~125% of the public offering price, or $2.65~~ ~~per share, with an exercise period of 24 months from issuance.~~January 2022.

The Company and its directors and executive officers also agreed that, for a period of one (1) year and ninety (90) days, respectively, after the date of the offering, subject to certain limited exceptions, not to directly or indirectly, without the prior written consent of the Underwriters, (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the Securities and Exchange Commission (the “SEC”) relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.
~~F-34~~F-33
The Pre-funded Warrants were offered and sold to purchasers whose purchase of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than ~~4.99~~% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering in lieu of Common Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding Common Stock (or, at the election of the purchaser, ~~9.99%). Each Pre-funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.01~~ ~~per share. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.~~
~~The net proceeds to the Company from the Offering were approximately $28.8~~ million, after deducting underwriting discounts and commissions and the payment of other estimated offering expenses associated with the Offering that are payable by the Company. The Company intends to use the net proceeds of the Offering for the following purposes: (i) to fund possible acquisitions of new companies and additional properties; (ii) to fund the further development of properties, including services and infrastructure; (iii) to develop rental opportunities at properties; (iv) to exercise warrants of our subsidiaries to accomplish the items in (i) – (iii); and (v) for working capital and general corporate purposes.
~~A registration statement on Form S-1 relating to the Offering was declared effective by the SEC on July 27, 2021.~~
~~As of August 16, 2021 investors who purchased the pre-funded warrants in this offering exercised~~ ~~6,461,800~~ ~~warrants to purchase~~ ~~6,461,800~~ ~~shares of the Company’s common stock and the Company received $64,618~~ ~~from these exercises.~~
~~Series A Warrants exercise~~
~~From July 1, 2021 through August 16, 2021 investors who purchased Series A Warrants in the Company’s May 2021 offering exercised warrants to purchase~~ ~~98,000~~ ~~shares of the Company’s common stock. The Company received $496,860~~ ~~from these exercises.~~
~~F-35~~

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

Forward-Looking Statements

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

Business Overview

~~Alset EHome International Inc. is~~We are a diversified holding company principally engaged through ~~its~~our subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations isin the United States, Singapore, Hong Kong, Australia and South ~~Korea and Australia. Our growth strategy is to pursue opportunities that we can leverage on our global network using our capital resources and to accelerate the expansion of our organic businesses.~~Korea. We manage our principal businesses primarily through our ~~71.4% (as of the filing date)~~77% owned subsidiary, Alset International Limited, a public company traded on the Singapore Stock Exchange. Through this subsidiary (and indirectly, through other public and private U.S. and Asian subsidiaries), we are actively developing real estate projects near Houston, Texas and in Frederick, Maryland in our real estate segment. Recently, the Company expanded its real estate portfolio to single family rental homes, and we currently own 112 homes that are rented or are available for rent. We have designed applications for enterprise messaging and e-commerce software platforms in the United States and Asia in our digital transformation technology business unit. Our biohealth segment includes the sale of consumer products.
As of March 31, 2022, additional interests we held included a 41.3% equity interest in American Pacific Bancorp Inc., an indirect 15.8% equity interest in Holista CollTech Limited, a 15.5% equity interest in True Partner Capital Holding Limited, a 28.2% equity interest in DSS Inc. (“DSS”), an 18% equity interest in Value Exchange International, Inc., a 7.7% equity interest in American Premium Water Corp., and an interest in Alset Capital Acquisition Corp. (“Alset Capital”). American Pacific Bancorp Inc. is a financial network holding company. Holista CollTech Limited is a public Australian company that produces natural food ingredients (ASX: HCT). True Partner Capital Holding Limited is a public Hong Kong company which operates as a fund management company in the U.S. and Hong Kong. DSS is a multinational company operating businesses within nine divisions: product packaging, biotechnology, direct marketing, commercial lending, securities and investment management, alternative trading, digital transformation, secure living, and alternative energy. DSS Inc. is listed on the NYSE American (NYSE: DSS). Value Exchange International, Inc. is a provider of information technology services for businesses, and is traded on the OTCQB (OTCQB: VEII). American Premium Water Corp. is a publicly traded company that was engaged in the sale of consumer products (OTCPK: HIPH). Subsequent to the period covered by this report, American Premium Water Corp. changed its name to American Premium Mining Corporation to reflect its new line of business, crypto-mining. Our equity interest in American Premium Mining Corporation has been reduced to 0.8% following stock issuances by that company. Alset Capital is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses and is listed on the Nasdaq (Nasdaq: ACAXU, ACAX, ACAXW and ACAXR).
Recent Developments
Sale of Securities of True Partner Limited
On January 18, 2022, the Company entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company has agreed to sell, through the transfer of subsidiary and otherwise, 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for 11,397,080 shares of the common stock of DSS. On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with DSS, Inc., pursuant to which the Company has agreed to replace the January 18, 2022 agreement with a new agreement to sell a subsidiary holding 44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital Holding Limited (for a total of 62,122,908 shares, representing all of our shares in such entity) in exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”). The issuance of the DSS Shares will be subject to the approval of the NYSE American (on which the common stock of DSS is listed) and DSS’s shareholders.
3
Purchase of Shares of DSS
On January 25, 2022, the Company agreed to purchase 44,619,423 shares of DSS’s common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000. On February 28, 2022, the Company and DSS agreed to amend this stock purchase agreement. The number of shares of the common stock of DSS that the Company agreed to purchase was reduced to 3,986,877 shares for an aggregate purchase price of $1,519,000. Such acquisition of shares of DSS closed on March 9, 2022.
Sale of Note to DSS
On February 25, 2022, Alset International entered into an assignment and assumption agreement with DSS pursuant to which DSS has agreed to purchase a convertible promissory note from Alset International. The note has a principal amount of $8,350,000 and accrued but unpaid interest of $367,400 through May 15, 2022. The note was issued by American Medical REIT, Inc. The consideration to be paid for the note will be 21,366,177 shares of DSS’s common stock. The number of DSS shares to be issued as consideration was calculated by dividing $8,717,400, the aggregate of the principal amount and the accrued but unpaid interest under the Note, by $0.408 per share. The number of shares of DSS common stock to be issued as consideration may be adjusted based on the accrued interest if the parties should agree to close this transaction on a date other than the originally anticipated date of May 15, 2022. The closing of the assumption agreement and the issuance of the DSS shares described above will be subject to the approval of the NYSE American and DSS’s shareholders.
Purchase of Alset International shares
On January 17, 2022 the Company entered into securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price 29,468,977 newly issued shares of the Company’s common stock. On February 28, 2022, the Company and Mr. Chan entered into an amendment to this securities purchase agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase price of 35,319,290 newly issued shares of the Company’s common stock. The closing of this transaction with Mr. Chan is subject to approval of the Nasdaq and the Company’s stockholders. These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the 3,492,713,362 total issued and outstanding shares of Alset International. The Company has scheduled a Special Meeting of Stockholders to vote on the approval of this transaction for June 6, 2022.
Initial Public Offering of Alset Capital Acquisition Corp.
On February 3, 2022 Alset Capital Acquisition Corp. (“Alset Capital”), a special purpose acquisition company sponsored by the Company and certain affiliates, closed its initial public offering of 7,500,000 units at $10 per unit. Each unit consisted of one of Alset Capital’s shares of Class A common stock, one-half of one redeemable warrant and one right to receive one-tenth of one share of Class A common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable. The underwriters exercised their over-allotment option in full for an additional 1,125,000 units on February 1, 2022, which closed at the time of the closing of the Offering. As a result, the aggregate gross proceeds of this offering, including the over-allotment, were $86,250,000, prior to deducting underwriting discounts, commissions, and other offering expenses.
On February 3, 2022, simultaneously with the consummation of Alset Capital’s initial public offering, Alset Capital consummated the private placement of 473,750 units (the “Private Placement Units”) to the Sponsor, which amount includes 33,750 Private Placement Units purchased by the Sponsor in connection with the underwriters’ exercise of the over-allotment option in full, at a price of $10.00 per Private Placement Unit, generating gross proceeds of approximately $4.7 million (the “Private Placement”) the proceeds of which were placed in the trust account. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement Units are identical to the units sold in the initial public offering, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of Alset Capital’s initial business combination except to permitted transferees and (b) the warrants and rights included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively.
The Company and its majority-owned subsidiary Alset International each own 45% of the sole member of Alset Acquisition Sponsor, LLC, the sponsor of Alset Capital, with the remaining 10% of the sole member of the sponsor owned by Alset Investment Pte. Ltd., a company owned by the Company’s Chairman, Chief Executive Officer and largest stockholder, Chan Heng Fai.
4
Potential Name Change
The Company has scheduled a Special Meeting of Stockholders on June 6, 2022, to approve the reincorporation of the Company in Texas and the change of the Company’s name to “Alset Inc.” Should stockholders approve the new name, we believe that such new name will more fully reflect its current business model.

Financial Impact of the COVID-19 Pandemic

Real Estate Projects

The extent to which the COVID-19 pandemic may impact our business will depend on future developments, which are highly uncertain and cannot be predicted. The COVID-19 pandemic’s far-reaching impact on the global economy could negatively affect various aspects of our business, including demand for real estate. From March 2020 through ~~June 30, 2021,~~the first quarter of 2022, we continued to sell lots at our Ballenger Run project (in Maryland) to NVR for the construction of ~~town homes to NVR. Sales~~single-family homes. At this time, all of ~~such~~the lots at Ballenger Run have been sold to NVR, ~~increased in~~however we continue to complete our development requirements under our agreements with NVR. We do not anticipate that the ~~first six months~~COVID-19 pandemic will have a material impact on the timing of ~~2021 to 58 compared to 46 lots sold in~~ the ~~first six months~~completion of 2020. Such town homes are often a first home that generally did not require buyers to sell an existing home. We believe low interest rates have encouraged home sales. Many buyers opted to see home modelsour remaining tasks at ~~the project virtually. This technology allowed them to ask questions to sales staff and see the town homes. Home closings were able to occur electronically.~~Ballenger Run.

We have received strong indications that buyers and renters across the country are ~~continuing to express~~expressing interest in moving from more densely populated urban areas to the suburbs. We believe ~~that~~this trend, should it continue, will encourage interest in our ~~Ballenger Run~~Lakes at Black Oak project, is well suited and positioned to accommodate those buyers. Our latest phase for sale at Ballenger Run, involving single-family homes, has seen a high number of interested potential buyers signing up for additional information and updates on home availability.an Alset EHome community.

The COVID-19 pandemic could impact the ability of our staff and contractors to continue to work, and our ability to conduct our operations in a prompt and efficient manner. ~~To date,~~In 2020, we experienced a slowdown in the construction of a clubhouse at the Ballenger Run project, ~~during the earlier part of the pandemic,~~ which was completed behind schedule. We believe this delay was caused in part by policies requiring lower numbers of contractors working in indoor ~~spaces.~~space. The infrastructure design, engineering and construction for the Black Oak project, and other planned projects, could be impacted by the COVID-19 pandemic in the future. In addition, we believe the COVID-19 pandemic could continue to have an impact on supply chains and commodities in the future, which may impact our real estate business by causing increased costs and longer project durations.

The COVID-19 pandemic may adversely impact the timeliness of local government in granting required approvals. Accordingly, the COVID-19 pandemic may cause the completion of important stages in our real estate projects to be delayed.

Other Business Activities
The COVID-19 pandemic may adversely impact our potential to expand our business activities in ways that are difficult to assess or predict. The COVID-19 pandemic continues to evolve. The COVID-19 pandemic has impacted, and may continue to impact, the global supply of certain goods and services in ways that may impact the sale of products to consumers that we, or companies we may invest in or partner with, will attempt to make. The COVID-19 pandemic may prevent us from pursuing otherwise attractive opportunities.
COVID-19 pandemic has impacted our operations in South Korea; since the start of the pandemic, the South Korean government has at various times placed certain restrictions on business meetings to reduce the spread of COVID-19. Such restrictions have impacted our ability to recruit potential affiliate sales personnel, and to introduce products to a larger audience.
25

Impact on Staff

Most of our U.S. staff works out of our Bethesda, Maryland office. ~~At our office in Texas, we received a 50% rent abatement for the month of May 2020.~~

Our U.S. staff has shifted to mostly working from home since March 2020, but this has had a minimal impact on our operations to date. Our staff in Singapore and Hong Kong has been able to work from home when needed with minimal impact on our operations, however our staff’s ability to travel between our Hong Kong and Singapore offices has been significantly limited, and our staff’s travel between the U.S. and non-U.S. offices has been suspended since March 2020. The COVID-19 pandemic has ~~reduced~~also impacted the frequency with which our management would otherwise travel to the Black Oaks project; however, we have a contractor in Texas providing supervision of the project. Management continues to regularly supervise the Ballenger Run project. Limitations on the mobility of our management and staff may slow down our ability to enter into new transactions and expand existing projects.

We have not reduced our staff in connection with the COVID-19 pandemic. To date, we did not have to expend significant resources related to employee health and safety matters related to the COVID-19 pandemic. We have a small staff, however, and the inability of any significant number of our staff to work due to illness or the illness of a family member could adversely impact our operations.
Matters that May or Are Currently Affecting Our Business

In addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:

● Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our diverse group of companies;

● Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed, and profitably integrate them into our existing operation;

● Our ability to attract competent, skilled technical and sales personnel for each of our businesses at acceptable compensation levels to manage our overhead; and

● Our ability to control our operating expenses as we expand each of our businesses and product and service offerings.

Results of Operations

Summary of Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~
Three- Months Ended Six-months Ended

June 30,
2021

June 30,
2020

June 30,
2021

June 30,
2020

Revenue $ 6,543,432 $ 2,065,825 $ 12,150,346 $ 5,030,996
Operating Expenses $ 11,219,462 $ 4,190,095 $ 17,232,634 $ 7,581,450
Other Income (Expense) $ (70,212,030 ) $ 165,794 $ (79,161,996 ) $ 2,843,419
Loss from Discontinued Operations $ - $ (361,385 ) $ - $ (361,385 )
Net Loss $ (74,889,324 ) $ (2,434,514 ) $ (84,696,885 ) $ (183,073 )
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Three- Months Ended

March 31,
2022

March 31,
2021

Revenue $ 1,952,237 $ 5,606,914
Operating Expenses $ (3,605,778 ) $ (6,010,359 )
Other Expense $ (6,054,798 ) $ (8,949,966 )
Income Tax Expense $ (222,114 ) $ (451,337 )
Net Loss $ (7,930,453 ) $ (9,804,748 )

Revenue

The following tables set forth period-over-period changes in revenue for each of our reporting segments:

Three Months Ended June 30, Change
Three Months Ended
March 31,
Change
2021 2020 Dollars Percentage 2022 2021 Dollars Percentage
Real Estate $ 4,584,542 $ 2,047,405 $ 2,537,137 124 % $ 1,274,106 $ 3,894,131 $ (2,620,025 )        -67 %
Biohealth 1,958,890 18,420 1,940,470 10,535 % 617,471 1,712,783 (1,095,312 ) -64 %
Digital transformation technology - - - -
Other - - - - 60,660 - 60,660 100 %
Total revenue $ 6,543,432 $ 2,065,825 $ 4,477,607 217 % $ 1,952,237 $ 5,606,914 $ (3,654,677 ) -65 %

Six Months Ended June 30, Change
2021 2020 Dollars Percentage
Real Estate $ 8,478,673 $ 5,001,794 $ 3,476,879 70 %
Biohealth 3,671,673 29,202 3,642,471 12,473 %
Digital transformation technology - - - -
Other - - - -
Total revenue $ 12,150,346 $ 5,030,996 $ 7,119,350 142 %
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Revenue was ~~$6,543,432~~$1,952,237 and ~~$2,065,825~~$5,606,914 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~Revenue was $12,150,346 and $5,030,996 for the six months ended June 30, 2021 and 2020, respectively. An increase~~The decrease in property sales from the Ballenger Project and direct sales from our indirect subsidiary HWH World in the first ~~two quarters~~quarter of ~~2021~~2022 contributed to ~~higher~~lower revenue in those periods. ~~For our~~In the first three months of 2022 the last three homes in Ballenger Project were sold. In this project, builders are required to purchase a minimum number of lots based on their applicable sale agreements. We collect revenue from the sale of lots to builders. We are not involved in the construction of homes at the present time.

Income from the sale of Front Foot Benefits (“FFBs”), assessed on Ballenger project lots, ~~increased~~decreased from ~~$74,879~~$107,071 in the three months ended ~~June 30, 2020~~March 31, 2021 to ~~$141,575~~$77,012 in the three months ended ~~June 30, 2021. Income from the sale of FFBs increased from $115,202 in the six months ended June 30, 2020 to $248,646 in the six months ended June 30, 2021.~~March 31, 2022. The ~~increase~~decrease is a ~~mixed~~ result of the ~~increased~~decreased sale of properties to homebuyers in ~~2021 and sale of FFBs of a higher value.~~2022.

In the second quarter of 2021, the Company started renting homes to tenants. Revenue from this rental business was ~~$21,947 for~~$232,582 in the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022. The Company expects that the revenue from this business will continue to increase as we acquire more rental houses and successfully rent them.
Revenues from our biohealth segment in the first six months of 2020 came from the direct sales by iGalen Inc. (formerly known as iGalen USA, LLC), which was 100% owned by iGalen International Inc., Alset International’s 53%-owned subsidiary. On December 30, 2020 Alset International’s ownership of iGalen International was sold to one of the directors of iGalen International. During the three months ended June 30, 2020, the revenue from iGalen Inc. was $17,420. During the six months ended June 30, 2020, the revenue from iGalen Inc. was $28,202.

In recent years, the Company expanded its biohealth segment to the Korean market through one of the subsidiaries of Health Wealth Happiness Pte. Ltd., HWH World Inc (“HWH World”). HWH World ~~similarly to iGalen Inc.,~~ operates based on a direct sale model of health supplements. HWH World recognized ~~$1,958,890~~$617,471 and ~~$1,000~~$1,712,783 in revenue in three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The decrease in revenue from HWH World ~~recognized $3,671,673 and $1,000 in revenue in six months ended June 30, 2021 and 2020, respectively.~~is caused mainly by decreased sales of annual memberships.

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The category described as “Other” includes corporate and financial services and new venture businesses. “Other” includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions not allocated to the reportable segments from global functional expenses.
The financial services and new venture businesses are small and diversified, and accordingly they are not separately addressed as one independent category. In the three months ended March 31, 2022 and 2021, the revenue from other businesses was $60,660 and $0, respectively, generated by Singaporean café shop.

Operating Expenses

The following tables sets forth period-over-period changes in cost of ~~sales~~revenues for each of our reporting segments:

Three Months Ended June 30, Change
2021 2020 Dollars Percentage
Real Estate $ 2,510,369 $ 1,609,223 $ 901,146 56 %
Biohealth 97,581 - 97,581 100 %
Digital transformation technology - - - -
Other - - - -
Total Cost of Sales $ 2,607,950 $ 1,609,223 $ 998,727 62 %
Six Months Ended June 30, Change
Three Months Ended
March 31,
Change
2021 2020 Dollars Percentage 2022 2021 Dollars Percentage
Real Estate $ 6,125,201 $ 3,992,926 $ 2,132,275 53 % $ 1,093,709 $ 3,614,832 $ (2,521,123 )           -70 %
Biohealth 180,603 - 180,603 100 % 12,038 83,022 (70,984 ) -86 %
Digital transformation technology - - - -
Other - - - - 8,803 - 8,803 100 %
Total Cost of Sales $ 6,305,804 $ 3,992,926 $ 2,312,878 58 %
Total Cost of Revenues $ 1,114,550 $ 3,697,854 $ (2,583,304 ) -70 %

Cost of ~~sales increased~~revenues decreased from ~~$1,609,223~~3,697,854 in the three months ended ~~June 30, 2020~~March 31, 2021 to ~~$2,607,950~~$1,114,550 in the three months ended ~~June 30, 2021,~~March 31, 2022, as a result of the increase in sales in the Ballenger Run project and HWH World sales. Cost of sales increased from $3,992,926 in the six months ended June 30, 2020 to $6,305,804 in the six months ended June 30, 2021, as a result of the increasedecrease in sales in the Ballenger Run project and HWH World sales. Capitalized construction expenses, finance costs and land costs are allocated to sales. We anticipate the total cost of ~~sales~~revenues to increase as revenue increases.

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The gross margin ~~increased~~decreased from ~~$456,602~~$1,909,060 to ~~$3,935,482~~$837,687 in the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2021,~~2022, respectively. The ~~gross margin increased from $1,038,070 to $5,844,542 in the six months ended June 30, 2020 and 2021, respectively. The increase~~decrease of gross margin was caused by the ~~increase of gross margin of~~decrease in sales in the Ballenger Run project and HWH World ~~mostly due to the increase in the sales and from increased sales in Ballenger project.~~sales.

The following tables sets forth period-over-period changes in operating expenses for each of our reporting segments.

Three Months Ended June 30, Change
2021 2020 Dollars Percentage
Real Estate $ 266,066 $ 225,872 $ 40,194 18 %
Biohealth 1,064,102 81,009 983,093 1,214 %
Digital transformation technology 39,247 77,033 (37,786 ) -49 %
Other 7,242,097 2,196,958 5,045,139 230 %
Total operating expenses $ 8,611,512 $ 2,580,872 $ 6,030,640 234 %
Six Months Ended June 30, Change
Three Months Ended
March 31,
Change
2021 2020 Dollars Percentage 2022 2021 Dollars Percentage
Real Estate $ 625,555 $ 502,928 $ 122,627 24 % $ 536,765 $ 359,489 $ 177,276           49 %
Biohealth 1,910,582 213,800 1,696,782 794 % 620,342 846,480 (226,138 ) -27 %
Digital transformation technology 69,375 95,261 (25,886 ) -27 % 114,263 30,128 84,135 279 %
Other 8,321,318 2,776,535 5,544,783 200 % 1,219,858 1,076,408 143,450 13 %
Total operating expenses $ 10,926,830 $ 3,588,524 $ 7,338,306 204 % $ 2,491,228 $ 2,312,505 $ 178,723 8 %

The increase of operating expense in second quarter of 2021 is mainly caused by the approximately $6.0 million, paid in two bonus payments from one of our subsidiary to its CEO. Under an executive employment agreement with its CEO, the subsidiary pays approximately $1 per month and two bonus payments each year consisting of: (i) one payment equal to five percent (5%) of the growth in market capitalization the subsidiary experiences in any year; and (ii) one payment equal to five percent (5%) of the growth in net asset value the subsidiary experiences in any year. Additionally, the increase of operating expenses of ~~property development~~real estate in ~~2021~~2022 compared with ~~2020~~2021 was mostly caused by the increase ofin sales and rental related expenses. ~~Increase~~Decrease in expenses in our biohealth business is caused by the ~~increased~~decreased commission payments to our distributors, which is connected to decreased sales. Additionally, the increase in professional fees and employee salaries and bonuses in our other businesses contributed to increased ~~sales.~~operating expenses in three months ended March 31, 2022, as compared to the same period in 2021.
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Other Income (Expense)

In the three months ended ~~June 30, 2021,~~March 31, 2022, the Company had other expense of ~~$70,212,030~~$6,054,798 compared to other ~~income~~expenses of ~~$165,794~~$8,949,966 in the three months ended ~~June 30, 2020. In the six months ended June 30, 2021, the Company had other expense of $79,161,996 compared to other income of $2,843,419 in the six months ended June 30, 2020.~~March 31, 2021. The change in realized and unrealized ~~gain (loss)~~loss on securities ~~investment and on financing costs~~investments are the primary reasons for the volatility in these two periods. Unrealized loss on securities investment was ~~$21,168,905~~$3,899,015 in the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$1,103,064 gain~~$9,535,009 loss in the three months ended ~~June 30, 2020. Unrealized~~March 31, 2021. Realized loss on ~~securities~~security investment was ~~$30,703,914 in six~~$3,436,783 the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$1,561,486 gain in the six months ended June 30, 2020. Finance costs were $50,261,203~~a loss of $258,245 in the three months ended June 30, 2021, compared to a $347 gain in the three months ended June 30, 2020. Finance costs were $50,844,071 in the six months ended June 30, 2021, compared to a $4,890 loss in the six months ended June 30, 2020.
~~Discontinued Operations~~
On April 27, 2020, Global BioMedical Pte Ltd (“GBM”), one of our subsidiaries, entered into a share exchange agreement with DSS BioHealth Security, Inc. (“DBHS”), a wholly owned subsidiary of Document Securities Systems Inc. (“DSS”), pursuant to which, DBHS agreed to acquire all of the outstanding capital stock of Impact BioMedical Inc, a wholly owned subsidiary of GBM, through a share exchange. It was agreed that the aggregate consideration to be issued to GBM for the Impact BioMedical shares would be the following: (i) 483,334 newly issued shares of DSS common stock; and (ii) 46,868 newly issued shares of a new series of DSS perpetual convertible preferred stock with a stated value of $46,868,000 ($1,000 per share). The convertible preferred stock will be convertible into shares of DSS common stock at a conversion price of $6.48 of preferred stock stated value per share of common stock, subject to a 19.9% beneficial ownership conversion limitation (a so-called “blocker”) based on the total issued outstanding shares of common stock of DSS beneficially owned by GBM. Holders of the convertible preferred stock will have no voting rights, except as required by applicable law or regulation, and no dividends will accrue or be payable on the convertible preferred stock. The holders of convertible preferred stock will be entitled to a liquidation preference of $1,000 per share, and DSS will have the right to redeem all or any portion of the then outstanding shares of convertible preferred stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share.
~~Under ASU 2014-08, a disposal transaction meets the definition of a discontinued operation if all of the following criteria are met:~~
1. ~~The disposal group constitutes a component of an entity or a group of components of an entity.~~
2. The component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale, or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff”).
3. The disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results”.
Impact BioMedical Inc and its subsidiaries have financial reporting. The transaction is a disposal by sale and has a major effect on our financial results. Since it meets all of the test criteria set forth above, we have treated this disposal transaction as a discontinued operations in our financial statements.
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On August 21, 2020, the transaction closed and Impact BioMedical Inc became a direct wholly owned subsidiary of DBHS. GBM received 483,334 shares of DSS common stock and 46,868 shares of DSS preferred stock, which preferred shares could be converted to 7,232,716 common shares (however, any conversion will be subject to the blocker GBM has agreed to, as described above). After this transaction, we held 500,001 shares of the common stock of DSS, representing 9.7% of the outstanding common stock of DSS. Our CEO, Chan Heng Fai owned an additional 14.5% of the common stock of DSS (not including any common or preferred shares we held) and is the executive chairman of the board of directors of DSS. The Company has elected the fair value option for the DSS common stock that would otherwise be accounted for under the equity method of accounting. ASC 820, Fair Value Measurement and Disclosures, defines the fair value of the financial assets. We value DSS common stock under level 1 category through quoted prices and preferred stock under level 2 category through the value of the common shares into which the preferred shares are convertible. The quoted price of DSS common stock was $6.95 as of August 21, 2020. The total fair value of DSS common and preferred stocks GBM received as consideration for the disposal of Impact BioMedical was $53,626,548. As of August 21, 2020, the net asset value of Impact BioMedical was $57,143. The difference of $53,569,405 was recorded as additional paid in capital. We did not recognize gain or loss from this transaction as it was a related party transaction.
During the three months ended June 30, 2021 and 2020, the discontinued operation loss from Impact BioMedical Inc was $0 and $361,385, respectively. During the six months ended June 30, 2021 and 2020 the discontinued operation loss from Impact BioMedical Inc was $0 and $361,385, respectively.
On October 16, 2020, GBM converted an aggregate of 4,293 shares of Series A Convertible Preferred Stock into 662,500 shares of the common stock of DSS. On May 25, 2021 and again on June 21, 2021, GBM converted an aggregate of 42,575 shares of Series A Convertible Preferred Stock into 6,570,170 shares of the common stock of DSS. We now own approximately 11.8% of the common stock of DSS, and our CEO, Chan Heng Fai, owns an additional 3.1% of the common stock of DSS (not including any common shares we hold).March 31, 2021.

Net ~~Income (Loss)~~Loss

In the three months ended ~~June 30, 2021~~March 31, 2022 the Company had net loss of ~~$74,889,324~~$7,930,453 compared to net loss of ~~$2,434,514~~$9,804,748 in the three months ended ~~June 30, 2020. In the six months ended June 30, 2021 the Company had net loss of $84,696,885 compared to net loss of $183,073 in the six months ended June 30, 2020.~~March 31, 2021.

Liquidity and Capital Resources

Our real estate assets ~~under development~~ have ~~decreased~~increased to ~~$16,279,723~~$40,851,806 as of ~~June 30, 2021~~March 31, 2022 from ~~$20,505,591~~$40,515,380 as of December 31, ~~2020.~~2021. This ~~decrease~~increase primarily reflects ~~an increase~~the additional rental properties we purchased in ~~sales~~first quarter of ~~lots and a higher increase in costs of sales than in the capitalized costs related to the construction in progress.~~2022. In the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we purchased 303 homes, which will be used in the Company’s rental business. Our rental properties assets were ~~$6,810,685~~$25,402,436 as of ~~June 30, 2021.~~March 31, 2022. In February of 2022, one of the Company’s subsidiaries sold one of the two plots of land it owns in Australia (which had been planned to be part of the SeD Perth project).

Our cash has ~~increased~~decreased from ~~$24,965,946~~$56,061,309 as of December 31, ~~2020~~2021 to ~~$59,529,026~~$51,520,971 as of ~~June 30, 2021.~~March 31, 2022. Our liabilities ~~increased~~decreased from ~~$9,718,930~~$13,920,357 at December 31, ~~2020~~2021 to ~~$12,273,761~~$4,336,506 at ~~June 30, 2021.~~March 31, 2022. Our total assets have increased to ~~$127,338,547~~$192,830,587 as of ~~June 30, 2021~~March 31, 2022 from ~~$107,713,745~~$184,210,143 as of December 31, ~~2020~~2021 mainly due to the increase in ~~cash and~~ investments in securities.
The management believes that the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund our operations for at least the next 12 months.
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Summary of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Six Months Ended June 30
2021 2020
Net cash provided by (used in) operating activities $ (10,649,851 ) $ 204,205
Net cash provided by investing activities $ 2,234,619 $ 220,979
Net cash provided by financing activities $ 43,898,095 $ 4,706,192
Three Months Ended March 31
2022 2021
Net cash used in operating activities $ (5,293,582 ) $ (3,304,857 )
Net cash (used in) provided by investing activities $ (7,311,776 ) $ 2,352,536
Net cash provided by (used in) financing activities $ 6,044,640 $ (956,264 )

Cash Flows from Operating Activities

Net cash used in operating activities was ~~$10,649,851~~$5,293,582 in the first ~~six~~three months of ~~2021,~~2022, as compared to net cash ~~provided by~~used in operating activities of ~~$204,205~~$3,304,857 in the same period of ~~2020.~~2021. The ~~higher prepayments and purchase~~payment of ~~trading securities for investment purposes and land for rental business explained~~accrued $4,800,000 contributed to the ~~increased~~decrease of cash ~~flow used~~ in operating activities in the first ~~six~~three months of ~~2021.~~2022.
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Cash Flows from Investing Activities

Net cash ~~provided by~~used in investing activities was ~~$2,234,619~~$7,311,776 in the first ~~six~~three months of ~~2021,~~2022, as compared to net cash provided by investing activities of ~~$220,979~~$2,352,536 in the same period of ~~2020.~~2021. In the ~~six~~three months ended ~~June 30,~~March 31, 2022 we invested $6,585,294 in marketable securities, $722,817 to purchase real estate properties and $3,665 in office equipment. In the three months ended March 31, 2021 we invested ~~$758,208~~$108,208 in marketable securities and ~~$240,129 in promissory notes of a related party and~~we received approximately $2.5 million from the sale of Vivacitas Oncology to a related party and $840,000 from the repayment of promissory note from related party. During the six months ended June 30, 2020, we received $301,976 from the liquidation of Global Opportunity Fund. We also lent $200,000 in a promissory note to a related party and received $123,185 from loan receivable from related party.

Cash Flows from Financing Activities

Net cash provided by financing activities was ~~$43,898,095~~$6,044,640 in the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to net cash ~~provided~~used of ~~$4,706,192~~$956,264 the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. The increase in cash provided by financing activities in the first ~~six~~three months of ~~2021~~2022 is primarily caused by the proceeds from stock issuance of ~~$39,268,580 and warrants exercise of $2,756,203.~~$6,213,000. Additionally, the Company repaid $168,360 to loan payable. During the ~~six~~three months ended ~~June 30,~~March 31, 2021, we ~~also~~ received cash proceeds of ~~$280,000~~$7,484 from exercise of subsidiary warrants, $250,000 from the sale of our GigWorld shares to individual investors and $68,502 from a loan. ~~Additionally, the~~The Company also distributed ~~$1,151,500~~$82,250 to one minority interest investor and ~~borrowed $5,545,495 from~~repaid $1,200,000 of promissory note held by related parties. During the six months ended June 30, 2020, we received cash proceeds of $2,264,791 from the issuance of stock through a subsidiary’s private placement, received $1,419,605 in advance of warrants exercise, distributed $197,400 to one minority interest investor and borrowed $202,167 from related party loan.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 or the year ended December 31, ~~2020.~~2021. Our current and anticipated costs in our real estate and other business lines have increased due to recent inflation, including projected costs of materials and salaries, and such increases may be significant as we engage in additional operations. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Impact of Foreign Exchange Rates

The effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the United States and which were approximately ~~$27.1~~$42 million and ~~$24.8~~$43 million on ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, are the reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive ~~Income.~~Loss. Because the intercompany loan balances between Singapore and United States will remain at approximately ~~$25~~$42 million over the next year, we expect this fluctuation of foreign exchange rates to still significantly impact the results of operations in ~~2021,~~2022, especially given that the foreign exchange rate may and is expected to be volatile. If the amount of intercompany loan is lowered in the future, the effect will also be reduced. However, at this moment, we do not expect to repay the intercompany loans in the short term.
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Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption.

Seasonality

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

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including our Chief Executive Officers and Chief Financial Officers, concluded that our disclosure controls and procedures are not effective as of ~~June 30, 2021~~March 31, 2022 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officers and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

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

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarterly period ended ~~June 30, 2021~~March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceeding

~~Not Applicable~~On September 27, 2019, iGalen International Inc., which was at that time one of our majority-owned subsidiaries, and iGalen Inc., its wholly-owned subsidiary, filed a complaint in the Superior Court of the State of California, County of San Diego, Central Division, against Gara Group, Inc., a Delaware corporation, and certain affiliated or related entities, including the Chief Executive Officer of the Gara Group (collectively these entities are referred to herein as the “Gara Group”). The complaint, as amended on October 24, 2019, enumerated causes of action for breach of contract, breach of covenant of good faith and fair dealing and intentional interference with economic relations.
On October 10, 2019, Gara Group filed a complaint in the ~~period covered~~Superior Court of the State of California, County of San Diego, Central Division against iGalen International Inc., iGalen Inc., Alset International Limited, Chan Heng Fai, Dr. Rajen Manicka and David Price, an executive of iGalen Inc. Gara Group filed an amended complaint filed on March 13, 2020.
iGalen International Inc. was sold by ~~this report.~~one of the Company’s subsidiaries on December 30, 2020.
On April 13, 2022, the parties to these lawsuits entered into a settlement agreement, resolving these matters.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

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

The Company has not sold any unregistered shares during the period covered by this report or through May 13, 2022, however on January 27, 2022 the Company issued 10,000,000 shares to Chan Heng Fai. On ~~May 3,~~December 13, 2021, the Company entered into a ~~Loan and Exchange~~Securities Purchase Agreement with ~~its Chairman~~Chan Heng Fai for the issuance and ~~Chief Executive Officer,~~sale of a convertible promissory note in favor of Chan Heng Fai, in the principal amount of $6,250,000. The note could be converted in part or whole into common shares of the Company at the conversion price of $0.625 or into cash. The loan closed on January 26, 2022 after all closing conditions were met. Chan Heng Fai opted to convert all of the amount of such note into 10,000,000 shares of the Company’s common stock. Such restricted shares were issued pursuant to the exemption provided by Regulation D promulgated under the Securities Act of 1933, as amended.
On January 17, 2022 the Company entered into securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to purchase from Chan Heng Fai ~~loaned the Company his~~293,428,200 ordinary shares of ~~Common Stock of the Company by exchanging 6,380,000 shares of common stock which he owned~~Alset International for ~~an aggregate of 6,380~~a purchase price $29,468,977 newly issued shares of the Company’s ~~newly designated Series A Convertible Preferred Stock. Such securities were not registered under~~common stock. On February 28, 2022, the ~~Securities Act of 1933~~Company and ~~were issued pursuant to the exemption under Section 3(a)(9) of the Securities Act. On June 14, 2021~~ Chan Heng Fai ~~converted the 6,380 Series A Preferred Stock back into 6,380,000 shares of Company’s common stock.~~
~~On May 12, 2021, Company~~ entered into an ~~Exchange Agreement with our Chairman and Chief Executive Officer Chan Heng Fai, effective May 13, 2021,~~amendment to this securities purchase agreement pursuant to which ~~Chan Heng Fai exchanged $13,000,000 in principal amount under~~the Company shall purchase these 293,428,200 ordinary shares of Alset International for a ~~convertible promissory note in the amount~~purchase price of ~~$28,363,966 in exchange for 2,132~~$35,319,290 newly issued shares of the Company’s ~~newly designated Series B Preferred Stock. Such securities were not registered under the Securities Act~~common stock. The closing of ~~1933 and were issued pursuant to the exemption under Section 3(a)(9) of the Securities Act. On June 14, 2021~~this transaction with Chan Heng Fai ~~converted~~is subject to approval of the ~~2,132 Series B Preferred Stock into 2,132,000~~Nasdaq and the Company’s stockholders. These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the 3,492,713,362 total issued and outstanding shares of Alset International.
On January 24, 2022 the Company entered into stock purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to issue to Chan Heng Fai 35,012,120 shares of the Company’s common ~~stock.~~
9
stock for a purchase price of $0.3713 per share (for an aggregate purchase price of $13,000,000). On ~~May 10, 2021,~~February 28, 2022 the Company entered into an ~~underwriting~~ agreement ~~(the “Underwriting Agreement”)~~ with Aegis Capital Corp., as the sole book-running manager and representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of (i) 4,700,637 common units (the “Common Units”), at a price to the public of $5.07 per Common Unit, with each Common Unit consisting of (a) one share of common stock, par value $0.001 per share (the “Common Stock”), (b) one Series A warrant (the “Series A Warrant” and collectively, the “Series A Warrants”) to purchase one share of Common Stock with an initial exercise price of $5.07 per whole share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series B Warrant” and collectively, the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase one-half share of Common Stock with an initial exercise price of $6.59 per whole share, exercisable until the fifth anniversary of the issuance date and (ii) 1,611,000 pre-funded units (the “Pre-funded Units”), at a price to the public of $5.06 per Pre-funded Unit, with each Pre-funded Unit consisting of (a) one pre-funded warrant (the “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) to purchase one share of Common Stock, (b) one Series A Warrant and (c) one Series B Warrant. The shares of Common Stock, the Pre-funded Warrants, and the Warrants were offered together, but the securities contained in the Common Units and the Pre-funded Units were issued separately. The Offering was made pursuant to the Company’s registration statement on Form S-1 (File Number 333-255757), which was declared effective on May 10, 2021.
The Company also granted the Underwriters a 45-day over-allotment option to purchase up to 808,363 additional shares of Common Stock and/or up to 808,363 additional Series A Warrants to purchase 808,363 shares of Common Stock, and/or up to 808,363 additional Series B warrants to purchase 404,181 shares of Common Stock. The Offering, including the partial exercise of the Underwriters’ over-allotment option to purchase 808,363 Series A Warrants and 808,363 Series B Warrants, closed on May 13, 2021. The Underwriters exercised the Serie A Warrants on June 17, 2021.
~~In June 2021 some investors who participated in the Offering started exercising their Series A and Series B Warrants.~~
~~As of August 16, 2021, 1,266,025 Series A Warrants and 6,598 Series B Warrants were exercised and 1,269,324 common shares of the Company were issued.~~
The net proceeds to the Company from the Offering were approximately $29.2 million, excluding the proceeds, if any, from the exercise of the Warrants and the Pre-funded Warrants sold in the Offering, and after deducting underwriting discounts and commissions and the payment of other estimated offering expenses associated with the Offering that are payable by the Company. On May 17, 2021, the Company paid S$37,894,063.20 Singapore Dollars (equal to approximately $28,475,719 U.S. Dollars) received from the Offering to exercise warrants to purchase 789,459,650 shares of Alset International Limited at an exercise price of S$.048 Singapore Dollars (equal to approximately $.036 U.S. Dollars) per share. The proceeds have been received by Alset International Limited.
~~On June 14, 2021~~ Chan Heng Fai ~~converted $50,920,129 in principal amount and $306,437 in interest under a $50,920,129 2% convertible promissory notes issued on March 12, 2021 into 9,163,965 shares of the Company’s common stock.~~to terminate this stock purchase agreement.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.
10

Item 6. Exhibits

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

~~1.1~~10.1 ~~Underwriting~~Securities Purchase Agreement with Heng Fai Ambrose Chan, dated as of May 10, 2021, by and between Alset EHome International Inc. and Aegis Capital Corp., as representative of the underwriters named therein, incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 14, 2021.
~~3.1~~ Certificate of Designation of the Company’s Series A Convertible Preferred Stock, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2021
~~3.2~~ Certificate of Designation of the Company’s Series B Convertible Preferred Stock, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 12, 2021.
~~3.3~~ ~~Certificate of Amendment,~~January 17, 2022, incorporated by reference to Exhibit ~~3.1~~10.1 on Form 8-K filed with the SEC on ~~June 14, 2021.~~January 20, 2022.
~~4.1~~10.2 ~~Pre-funded Warrant~~Stock Purchase Agreement with DSS, Inc. (sale of AI shares), dated as of January 18, 2022, incorporated ~~herein~~ by reference to Exhibit ~~4.1 to the Company’s Current Report~~10.2 on Form 8-K filed with the ~~Securities and Exchange Commission~~SEC on ~~May 14, 2021.~~January 20, 2022.
~~4.2~~10.3 ~~Series A Warrant~~Stock Purchase Agreement with DSS, Inc. (sale of TP), dated as of January 18, 2022, incorporated ~~herein~~ by reference to Exhibit ~~4.2 to the Company’s Current Report~~10.3 on Form 8-K filed with the ~~Securities and Exchange Commission~~SEC on ~~May 14, 2021.~~January 20, 2022.
~~4.3~~10.4 ~~Series B Warrant~~Stock Purchase Agreement ~~incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed~~ with ~~the Securities and Exchange Commission on May 14, 2021.~~
~~10.1~~ ~~Loan and Exchange Agreement By and Between the Company and Chan~~ Heng Fai Ambrose Chan, dated January 24, 2022, incorporated ~~herein~~ by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~May 4, 2021.~~January 25, 2022.
~~10.2~~10.5 ~~Form of Series A Warrant Agent~~Stock Purchase Agreement ~~incorporated by reference to Exhibit 10.33 on Form S-1 filed~~ with ~~the SEC on May 4, 2021.~~
~~10.3~~ ~~Form of Series B Warrant Agent Agreement,~~DSS, Inc., dated January 25, 2022, incorporated ~~by reference to Exhibit 10.34 on Form S-1 filed with the SEC on May 4, 2021.~~
~~10.4~~ ~~Exchange Agreement By and Between the Company and Chan Heng Fai, incorporated herein~~ by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~May 12, 2021.~~January 25, 2022.
~~10.5~~10.6 ~~Promissory Note,~~Amendment to Executive Employment Agreement, by and between Alset EHome International Inc., Alset Business Development Pte. Ltd. (formerly known as Hengfai Business Development Pte. Ltd.) and Chan Heng Fai, dated as of January 26, 2022, incorporated ~~herein~~ by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~May 20, 2021.~~February 1, 2022.
~~10.6~~10.7 ~~Executive Employment~~Assignment and Assumption Agreement, dated as of February 25, 2022, by and between Alset ~~EHome~~ International Limited and DSS, Inc., ~~Hengfai Business Development Pte Ltd. and Chan Tung Moe, dated as of July 1, 2021,~~ incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the ~~SEC~~Securities and Exchange Commission on ~~July 7, 2021~~February 25, 2022.
10.8 Convertible Promissory Note, dated as of October 29, 2021, issued by American Medical REIT Inc. to Alset International Limited, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2022.
10.9 Amendment of Stock Purchase Agreement, between Alset EHome International Inc. and DSS, Inc., dated February 28, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.
11
10.10 Amendment to the Securities Purchase Agreement, between Alset EHome International Inc. and Chan Heng Fai, dated February 28, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.
10.11 True Partner Stock Purchase Agreement, between Alset EHome International Inc. and DSS, Inc., dated February 28, 2022, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.
10.12 True Partner Termination Agreement, between Alset EHome International Inc. and DSS, Inc., dated as of February 28, 2022, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.
10.13 Chan Termination Agreement, between Alset EHome International Inc. and Chan Heng Fai, dated February 28, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.
10.14 DSS Termination Agreement, between Alset EHome International Inc. and DSS, Inc., dated February 28, 2022, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2022.
10.15* Consulting Agreement between Alset EHome International Inc. and CA Global Consulting Inc., dated as of April 8, 2021.
31.1a* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1b* Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2a* Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2b* Certification of Co-Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certifications of the Chief Executive Officer and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.
** Furnished herewith.
* Filed herewith.
** Furnished herewith.

1112
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.

ALSET EHOME INTERNATIONAL INC.

~~August 16, 2021~~May 13, 2022 By: /s/ Chan Heng Fai

Chan Heng Fai
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
~~August 16, 2021~~May 13, 2022 By: /s/ Chan Tung Moe
Chan Tung Moe
Co-Chief Executive Officer
(Principal Executive Officer)
~~August 16, 2021~~May 13, 2022 By: /s/ Rongguo Wei

Rongguo Wei
Co-Chief Financial Officer
(Principal Financial and Accounting Officer)
~~August 16, 2021~~May 13, 2022 By: /s/ Lui Wai Leung Alan

Lui Wai Leung Alan
Co-Chief Financial Officer
(Principal Financial and Accounting Officer)

1213


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020 As Combined			2021			2020 As Combined
Revenue
Real Estate	$	4,584,542		$	2,047,405		$	8,478,673		$	5,001,794
Biohealth		1,958,890			18,420			3,671,673			29,202
Total Revenue		6,543,432			2,065,825			12,150,346			5,030,996
Operating Expenses
Cost of Sales		2,607,950			1,609,223			6,305,804			3,992,926
General and Administrative		8,611,512			2,582,881			10,926,830			3,588,524
Inventory Written Off		-			(2,009	)		-			-
Total Operating Expenses		11,219,462			4,190,095			17,232,634			7,581,450

Operating Losses from Operations		(4,676,030	)		(2,124,270	)		(5,082,288	)		(2,550,454	)

Other Income (Expense)
Interest Income		25,656			14,609			56,288			34,027
Interest Expense		(262,703	)		(79,585	)		(316,285	)		(140,516	)
Foreign Exchange Rate Transaction Gain (Loss)		958,334			(796,709	)		2,421,031			1,463,773
Unrealized (Loss) Gain on Securities Investment		(21,168,905	)		1,103,064			(30,703,914	)		1,561,486
Realized Gain on Securities Investment		555,206			26,395			296,961			26,395
Loss on Investment on Security by Equity Method		(77,459	)		(140,740	)		(102,306	)		(140,740	)
Finance Income (Costs)		(50,261,203	)		347			(50,844,071	)		(4,890	)
Other Income		19,044			38,413			30,300			43,884
Total Other Income (Expense), Net		(70,212,030	)		165,794			(79,161,996	)		2,843,419

Net (Loss) Income Before Income Taxes		(74,888,060	)		(1,958,476	)		(84,244,284	)		292,965

Income Tax Expense		(1,264	)		(114,653	)		(452,601	)		(114,653	)

Net (Loss) Income		(74,889,324	)		(2,073,129	)		(84,696,885	)		178,312

Loss from Discontinued Operations, Net of Tax		-			(361,385	)		-			(361,385	)
Net Loss		(74,889,324	)		(2,434,514	)		(84,696,885	)		(183,073	)

Net Loss Attributable to Non-Controlling Interest		(8,238,460	)		(1,269,460	)		(11,807,572	)		(633,021	)

Net (Loss) Income Attributable to Common Stockholders	$	(66,650,864	)	$	(1,165,054	)	$	(72,889,313	)	$	449,948

Other Comprehensive Income (Loss), Net
Unrealized Gain (Loss) on Securities Investment		(35,922	)		13,115			(37,909	)		516
Foreign Currency Translation Adjustment		(1,070,191	)		626,872			(2,839,631	)		(1,047,149	)
Comprehensive Loss		(75,995,437	)		(1,433,142	)		(87,574,425	)		(1,229,706	)

Comprehensive Loss Attributable to Non-controlling Interests		(8,584,838	)		(1,054,420	)		(12,913,762	)		(1,001,551	)

Comprehensive Loss Attributable to Common Stockholders	$	(67,410,599	)	$	(378,722	)	$	(74,660,663	)	$	(228,155	)

Net (Loss) Income Per Share - Basic and Diluted
Continuing Operations	$	(6.03	)	$	(0.08	)	$	(7.42	)	$	0.08
Discontinued Operations	$	-		$	(0.04	)	$	-		$	(0.03	)
Net Income (Loss) Per Share	$	(6.03	)	$	(0.12	)	$	(7.42	)	$	0.05

Weighted Average Common Shares Outstanding - Basic and Diluted		11,056,534			9,758,236			9,824,059			9,880,967

	2022			2021

Revenue
Rental	$	232,582		$	-
Property		1,041,524			3,894,131
Biohealth		617,471			1,712,783
Other		60,660			-
Total Revenue		1,952,237			5,606,914
Operating Expenses
Cost of Revenue		1,114,550			3,697,854
General and Administrative		2,491,228			2,312,505
Total Operating Expenses		3,605,778			6,010,359

Operating Losses from Operations		(1,653,541	)		(403,445	)

Other Income (Expense)
Interest Income		172,400			30,632
Interest Expense		-			(53,582	)
Foreign Exchange Transaction Gain		408,095			1,462,697
Unrealized Loss on Securities Investment		(3,899,015	)		(9,535,009	)
Realized Loss on Securities Investment		(3,436,783	)		(258,245	)
Loss on Investment on Security by Equity Method		(136,380	)		(24,847	)
Finance Costs		(448,008	)		(582,868	)
Other Income		1,284,893			11,256
Total Other Expense, Net		(6,054,798	)		(8,949,966	)

Net Loss Income Before Income Taxes		(7,708,339	)		(9,353,411	)

Income Tax Expense		(222,114	)		(451,337	)

Net Loss		(7,930,453	)		(9,804,748	)

Net Loss Attributable to Non-Controlling Interest		(1,463,167	)		(3,569,112	)

Net Loss Attributable to Common Stockholders	$	(6,467,286	)	$	(6,235,636	)

Other Comprehensive Loss, Net
Unrealized Loss on Securities Investment		(9,123	)		(1,987	)
Foreign Currency Translation Adjustment		(649,140	)		(1,769,440	)
Comprehensive Loss		(8,588,716	)		(11,576,175	)

Comprehensive Loss Attributable to Non-controlling Interests		(1,085,395	)		(4,328,924	)

Comprehensive Loss Attributable to Common Stockholders	$	(7,503,321	)	$	(7,247,251	)

Net Loss Per Share - Basic and Diluted	$	(0.07	)	$	(0.73	)

Weighted Average Common Shares Outstanding - Basic and Diluted		99,184,657			8,572,222


	Series A Preferred Stock				Series B Preferred Stock				Common Stock
	Shares		Par Value $0.001		Shares		Par Value $0.001		Shares		Par Value $0.001		Additional Paid in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Alset EHome International Stockholders’ Equity			Non-Controlling Interests			Total Stockholders’ Equity
Balance at January 1, 2022		-	$	-		-	$	-		87,368,446	$	87,368	$	296,181,977		$	341,646		$	(148,233,473	)	$	148,377,518		$	21,912,268		$	170,289,786

Issuance of Stock by Exercising Warrants		-		-		-		-		15,819,452		15,820		(11,925	)		-			-			3,895			-			3,895

Convert Related Party Note to Common Stock		-		-		-		-		10,000,000		10,000		6,203,000			-			-			6,213,000			-			6,213,000

Deconsolidate Alset Capital Acquisition		-		-		-		-		-		-		17,160,800			-			-		��	17,160,800			2,227,744			19,388,544

Gain from Purchase of DSS Stock		-		-		-		-		-		-		737,572			-			-			737,572			-			737,572

Beneficial Conversion Feature Intrinsic Value, Net		-		-		-		-		-		-		450,000			-			-			450,000			-			450,000

Change in Non-Controlling Interests		-		-		-		-		-		-		(316,459	)		459,069			-			142,610			(142,610	)		-

Change in Unrealized Loss on Investment		-		-		-		-		-		-		-			(7,027	)		-			(7,027	)		(2,096	)		(9,123	)

Foreign Currency Translations		-		-		-		-		-		-		-			(499,967	)		-			(499,967	)		(149,173	)		(649,140	)

Net Loss		-		-		-		-		-		-		-			-			(6,467,286	)		(6,467,286	)		(1,463,167	)		(7,930,453	)

Balance at March 31, 2022		-	$	-		-	$	-		113,187,898	$	113,188	$	320,404,965		$	293,721		$	(154,700,759	)	$	166,111,115		$	22,382,966		$	188,494,081

	2022			2021

Cash Flows from Operating Activities
Net Loss from Operations	$	(7,930,453	)	$	(9,804,748	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		13,580			7,873
Amortization of Right-Of-Use Asset		157,068			81,013
Amortization of Debt Discount		450,000			553,961
Shared-based Compensation & Expense		-			134,192
Foreign Exchange Transaction Gain		(408,630	)		(1,462,697	)
Unrealized Loss on Securities Investment		3,899,015			9,548,251
Realized Loss on Securities Investment		3,436,783			-
Loss on Equity Method Investment		133,983			24,847
Changes in Operating Assets and Liabilities
Real Estate		(336,426	)		441,764
Account Receivables		19,416			203,816
Prepaid Expense		679,069			(1,458,620	)
Trading Securities		4,068,011			(2,452,754	)
Inventory		10,902			77,709
Accounts Payable and Accrued Expenses		(8,792,327	)		596,355
Accrued Interest - Related Parties		-			41,239
Deferred Revenue		(508,328	)		563,667
Operating Lease Liability		(153,692	)		(66,954	)
Builder Deposits		(31,553	)		(333,771	)
Net Cash Used in Operating Activities		(5,293,582	)		(3,304,857	)

Cash Flows from Investing Activities
Purchase of Fixed Assets		(3,665	)		(3,767	)
Purchase of Real Estate Properties		(722,817	)		-
Purchase of Investment Securities		(6,585,294	)		(108,208	)
Sales of Investment Securities to Related Party		-			2,480,000
Promissory Note to Related Party		-			(15,489	)
Net Cash (Used in) Provided by Investing Activities		(7,311,776	)		2,352,536

Cash Flows from Financing Activities
Conversion of Related Party Note to Common Stock		6,213,000			-
Proceeds from Exercise of Subsidiary Warrants		-			7,484
Proceeds from Sale of Subsidiary Shares		-			250,000
Borrowing from PPP Loan		-			68,502
Distribution to Non-controlling Interest Shareholders		-			(82,250	)
Repayment to Notes Payable		(168,360	)		-
Repayment to Notes Payable - Related Parties		-			(1,200,000	)
Net Cash Provided by (Used in) Financing Activities		6,044,640			(956,264	)

Net Decrease in Cash and Restricted Cash		(6,560,718	)		(1,908,585	)
Effects of Foreign Exchange Rates on Cash		(195,308	)		(31,788	)
Cash and Restricted Cash - Beginning of Year		60,802,179			31,235,456
Cash and Restricted Cash- End of Period	$	54,046,153		$	29,295,083

Supplementary Cash Flow Information
Cash Paid for Interest	$	1,524		$	6,627
Cash Paid for Taxes	$	-		$	45,410

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Unrealized Gain (Loss) on Investment	$	728,449		$	(1,987	)
Initial Recognition of ROU / Lease Liability	$	-		$	256,928
Acquiring True Partner Stock	$	-		$	10,003,689
Sale of Investment in Vivacitas to Related Party	$	-		$	2,279,872
Deconsolidate Alset Capital Acquisition	$	19,388,544		$	-
Intrinsic Value of BCF	$	450,000		$	-
Issuance of Stock by Exercising Warrants	$	3,895		$	-
Transactions under Common Control	$	-		$	57,190,499

	2021			2020
				(As Combined)
Cash Flows from Operating Activities
Net Income (Loss) from Operations	$	(84,696,885	)	$	178,312
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation		34,164			13,062
Amortization of Right -Of - Use Asset		259,691			141,097
Amortization of Debt Discount		50,813,099			3,777
Shared-based Compensation		133,983			1,564,376
Foreign Exchange Rate Transaction Gain		(2,421,031	)		(1,375,471	)
Unrealized Loss (Gain) on Securities Investment		30,703,914			(1,561,486	)
Loss on Equity Method Investment		102,306			140,740
Changes in Operating Assets and Liabilities
Real Estate		(2,584,817	)		(2,387,115	)
Account Receivables		(6,503	)		497,845
Prepaid Expense		(1,480,203	)		(411,057	)
Investment in Securities		(952,509	)		-
Inventory		33,236			(17,231	)
Accounts Payable and Accrued Expenses		173,892			3,011,179
Accrued Interest - Related Parties		73,903			100,324
Deferred Revenue		52,057			940,699
Operating Lease Liability		(167,161	)		(147,231	)
Builder Deposits		(720,987	)		(249,145	)
Income Tax Payable		-			114,653
Net Cash Provided by (Used in) Operating Activities		(10,649,851	)		557,328
Net Cash Used in Discontinued Operating Activities		-			(353,123	)
Net Cash Provided by (Used in) Operating Activities		(10,649,851	)		204,205

Cash Flows from Investing Activities
Purchase of Fixed Assets		(87,044	)		(4,182	)
Proceeds from Global Opportunity Fund Liquidation		-			301,976
Purchase of Investment Securities		(758,208	)		-
Sales of Investment Securities to Related Party		2,480,000			-
Issuing Loan Receivable - Related Parties		(240,129	)		(200,000	)
Proceed from Loan Receivable - Related Parties		840,000			123,185
Net Cash Provided by Investing Activities		2,234,619			220,979
Net Cash Provided by Discontinued Investing Activities		-			-
Net Cash Provided by Investing Activities		2,234,619			220,979

Cash Flows from Financing Activities
Proceeds from Common stock Issuance		39,268,580			615,623
Proceeds from Exercise of Subsidiary Warrants		2,753,203			-
Proceeds Received in Advance of Warrant Exercise		-			1,419,605
Proceeds from Sale of Subsidiary Shares		280,000			2,264,791
Dividend Paid on Subsidiary Preferred Stock		(73,750	)		(4,861	)
Proceed from Note Payable		-			671,634
Proceed from PPP Loan		68,502			-
Distribution to Non-controlling Interest Shareholders		(1,151,500	)		(197,400	)
Repayment to Notes Payable		(690,035	)		(265,367	)
Proceeds from Notes Payable - Related Parties		5,545,495			-
Repayment to Notes Payable - Related Parties		(2,102,400	)		202,167
Net Cash Provided by Financing Activities		43,898,095			4,706,192
Net Cash Provided by Discontinued Financing Activities		-			-
Net Cash Provided by Financing Activities		43,898,095			4,706,192

Net Increase in Cash and Restricted Cash		34,482,863			5,131,376
Effects of Foreign Exchange Rates on Cash		(293,205	)		14,844
Cash and Restricted Cash - Beginning of Period		31,735,479			8,552,744
Cash and Restricted Cash- End of Period	$	66,925,137		$	13,698,964

Supplementary Cash Flow Information
Cash Paid for Interest	$	14,454		$	8,031
Cash Paid for Taxes	$	451,410		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Unrealized Loss on Investment	$	(37,909	)	$	-
Initial Recognition of ROU / Lease Liability	$	256,928		$	-
Acquiring True Partner Stock by Issuing Promissory Note	$	10,003,689		$	-
Sale of Investment in Vivacitas to Related Party	$	2,279,872		$	-
Transactions under Common Control	$	57,190,499		$	-
Beneficial Conversion Feature	$	(50,770,192	)	$	-
Convert Related Party Note Payable to Common Stock	$	64,226,566		$	-

		Attributable interest as of,
Name of subsidiary consolidated under AEI	State or other jurisdiction of incorporation or organization	June 30, 2021			December 31, 2020
			%			%
Hengfai International Pte. Ltd	Singapore		100			100
Hengfai Business Development Pte. Ltd	Singapore		100			100
Heng Fai Enterprises Pte. Ltd.	Singapore		0			100
Global eHealth Limited	Hong Kong		100			100
Alset International Limited (f.k.a. Singapore eDevelopment Limited)	Singapore		71.4			57.1
Singapore Construction & Development Pte. Ltd.	Singapore		71.4			57.1
Art eStudio Pte. Ltd.	Singapore		36.4	*		29.1	*
Singapore Construction Pte. Ltd.	Singapore		71.4			57.1
Global BioMedical Pte. Ltd.	Singapore		71.4			57.1
Alset Innovation Pte. Ltd. (f.k.a. SeD Investment Pte. Ltd.)	Singapore		71.4			57.1
Health Wealth Happiness Pte. Ltd.	Singapore		71.4			57.1
SeD Capital Pte. Ltd.	Singapore		71.4			57.1
LiquidValue Asset Management Pte. Ltd. (f.k.a. HengFai Asset Management Pte. Ltd.)	Singapore		76.6			46.9	*
SeD Home Limited	Hong Kong		71.4			57.1
SeD Management Pte. Ltd. (f.k.a. SeD Reits Management Pte. Ltd.)	Singapore		71.4			57.1
Global TechFund of Fund Pte. Ltd.	Singapore		71.4			57.1
Singapore eChainLogistic Pte. Ltd.	Singapore		71.4			57.1
BMI Capital Partners International Limited.	Hong Kong		71.4			57.1
SeD Perth Pty. Ltd.	Australia		71.4			57.1
SeD Intelligent Home Inc. (f.k.a SeD Home International, Inc.)	United States of America		71.4			57.1
LiquidValue Development Inc. (f.k.a. SeD Intelligent Home Inc.)	United States of America		71.4			57.1
Alset EHome Inc. (f.k.a. Alset iHome Inc., SeD Home & REITs Inc. and SeD Home, Inc.)	United States of America		71.4			57.1
SeD USA, LLC	United States of America		71.4			57.1
150 Black Oak GP, Inc.	United States of America		71.4			57.1
SeD Development USA Inc.	United States of America		71.4			57.1
150 CCM Black Oak, Ltd.	United States of America		71.4			57.1
SeD Texas Home, LLC	United States of America		71.4			57.1
SeD Ballenger, LLC	United States of America		71.4			57.1
SeD Maryland Development, LLC	United States of America		59.7			47.8	*
SeD Development Management, LLC	United States of America		60.7			48.6	*
SeD Builder, LLC	United States of America		71.4			57.1
GigWorld Inc. (f.k.a. HotApp Blockchain Inc.)	United States of America		71.2			57.0
HotApp BlockChain Pte. Ltd. (f.k.a. HotApps International Pte. Ltd.)	Singapore		71.2			57.0
HotApp International Limited	Hong Kong		71.2			57.0
HWH International, Inc.	United States of America		71.4			57.1
Health Wealth & Happiness Inc.	United States of America		71.4			57.1
HWH Multi-Strategy Investment, Inc.	United States of America		71.4			57.1
SeD REIT Inc.	United States of America		71.4			57.1
Gig Stablecoin Inc. (f.k.a. Crypto Exchange Inc.)	United States of America		71.2			57.0
HWH World Inc.	United States of America		71.2			57.0
HWH World Pte. Ltd.	Singapore		71.2			57.0
UBeauty Limited	Hong Kong		71.4			57.1
WeBeauty Korea Inc	Korea		71.4			57.1
HWH World Limited	Hong Kong		71.4			57.1
HWH World Inc.	Korea		71.4			57.1
Alset BioHealth Pte. Ltd.	Singapore		71.4			57.1
Alset Energy Pte. Ltd.	Singapore		71.4			57.1
Alset Payment Inc.	United States of America		71.4			57.1
Alset World Pte. Ltd.	Singapore		71.4			57.1
BioHealth Water Inc.	United States of America		71.4			57.1
Impact BioHealth Pte. Ltd.	Singapore		71.4			57.1
American Home REIT Inc.	United States of America		76.6			46.9	*
Alset Solar Inc.	United States of America		57.1			45.7	*
HWH KOR Inc.	United States of America		71.4			57.1
Open House Inc.	United States of America		71.4			57.1
Open Rental Inc.	United States of America		71.4			57.1
Hapi Cafe Inc. (Nevada)	United States of America		71.4			57.1
Global Solar REIT Inc.	United States of America		71.4			57.1
OpenBiz Inc.	United States of America		71.4			57.1
Hapi Cafe Inc. (Texas)	United States of America		100			100
HWH (S) Pte. Ltd.	Singapore		71.4			0
American Pacific Bancorp Inc.	United States of America		86.4			0
HengFeng Finance Limited	Hong Kong		86.4			0
Decentralize Finance Inc.	United States of America		86.4			0
True Partner International Limited	Hong Kong		100			0
LiquidValue Development Pte. Ltd.	Singapore		100			0
LiquidValue Development Limited.	Hong Kong		100			0
EPowerTech Inc.	United States of America		100			0
Alset EPower Inc.	United States of America		100			0

HWH Multi-Strategy Investment, Inc.	United States of America	77.0		76.8
SeD REIT Inc.	United States of America	77.0		76.8
Gig Stablecoin Inc.	United States of America	76.8		76.6
HWH World Inc.	United States of America	76.8		76.6
HWH World Pte. Ltd.	Singapore	76.8		76.6
UBeauty Limited	Hong Kong	77.0		76.8
WeBeauty Korea Inc	Korea	77.0		76.8
HWH World Limited	Hong Kong	77.0		76.8
HWH World Inc.	Korea	77.0		76.8
Alset BioHealth Pte. Ltd.	Singapore	77.0		76.8
Alset Energy Pte. Ltd.	Singapore	77.0		76.8
Alset Payment Inc. (now known as GDC REIT Inc.)	United States of America	77.0		76.8
Alset World Pte. Ltd.	Singapore	77.0		76.8
BioHealth Water Inc.	United States of America	77.0		76.8
Impact BioHealth Pte. Ltd.	Singapore	77.0		76.8
American Home REIT Inc.	United States of America	77.0		76.8
Alset Solar Inc.	United States of America	61.6		61.5
HWH KOR Inc.	United States of America	77.0		76.8
Open House Inc.	United States of America	77.0		76.8
Open Rental Inc.	United States of America	77.0		76.8
Hapi Cafe Inc. (Nevada)	United States of America	77.0		76.8
Global Solar REIT Inc.	United States of America	77.0		76.8
OpenBiz Inc.	United States of America	77.0		76.8
Hapi Cafe Inc. (Texas)	United States of America	100		100
HWH (S) Pte. Ltd.	Singapore	77.0		76.8
True Partner International Limited	Hong Kong	100		100
LiquidValue Development Pte. Ltd.	Singapore	100		100
LiquidValue Development Limited	Hong Kong	100		100
EPowerTech Inc.	United States of America	100		100
Alset EPower Inc.	United States of America	100		100
AHR Asset Management Inc.	United States of America	77.0		76.8
HWH World Inc. (Nevada)	United States of America	77.0		76.8
Alset F&B Holdings Pte. Ltd.	Singapore	77.0		76.8
Credas Capital Pte. Ltd.	Singapore	38.5	*	38.4	*
Credas Capital GmbH	Switzerland	38.5	*	38.4	*
Smart Reward Express Limited	Hong Kong	38.4	*	38.3	*
Partners HWH Pte. Ltd.	Singapore	77.0		76.8
AHR Texas Two LLC	United States of America	77.0		76.8
AHR Black Oak One LLC	United States of America	77.0		76.8
Hapi Air Inc.	United States of America	88.5		88.4
AHR Texas Three, LLC	United States of America	77.0		76.8
Alset Capital Pte. Ltd.	Singapore	100		100
Hapi Cafe Korea, Inc.	Korea	100		100
Green Energy Inc.	United States of America	100		100
Green Energy Management Inc.	United States of America	100		100
Alset Metaverse Inc.	United States of America	95.6		95.6
Alset Management Group Inc.	United States of America	79.7		88.2
Alset Acquisition Sponsor, LLC	United States of America	79.7		79.6
Alset Capital Acquisition Corp.	United States of America	23.4		79.6
Alset Spac Group Inc.	United States of America	79.7		79.6
Alset Mining Pte. Ltd.	Singapore	77.0		-
Alset Inc.	United States of America	100		-
Hapi Travel Pte. Ltd.	Singapore	77.0		-
Hapi WealthBuilder Pte. Ltd.	Singapore	77.0		-

	●	The Company has significant influence over DSS. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company owned approximately ~~11.7~~28.21% and 24.9% of the common stock of ~~DSS.~~DSS, respectively. Our CEO is a ~~Stockholder~~stockholder and the Chairman of the Board of Directors of DSS. Chan Tung Moe, our Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

	●	The Company has significant influence over Holista as the Company and its CEO are the beneficial owner of approximately ~~16.8~~15.8% of the outstanding shares of Holista and our CEO held a position on Holista’s Board of ~~Directors.~~

	●	~~The Company has significant influence over OptimumBank. Our CEO is the beneficial owner~~Directors until June of ~~approximately~~ ~~3.9% of the outstanding shares of OptimumBank and holds a position on OptimumBank’s Board of Directors.~~2021.

	●	The Company has significant influence over APW as the Company is the beneficial owner of approximately ~~8.7~~7.7% of the common shares of APW and one officer from the Company holds a director position on APW’s Board of Directors.

	Real Estate			Digital Transformation Technology			Biohealth Business			Other			Total

Six Months Ended June 30, 2021
Revenue	$	8,478,673		$	-		$	3,671,673		$	-		$	12,150,346
Cost of Sales		(6,125,201	)		-			(180,603	)		-			(6,305,804	)
Gross Margin		2,353,472			-			3,491,070			-			5,844,542
Operating Expenses		(625,555	)		(69,375	)		(1,910,582	)		(8,321,318	)		(10,926,830	)
Operating Income (Loss)		1,727,917			(69,375	)		1,580,488			(8,321,318	)		(5,082,288	)
Other Income (Expense)		(9,177	)		617,562			(28,743,495	)		(51,026,886	)		(79,161,996	)
Net Income (Loss) Before Income Tax		1,718,740			548,187			(27,163,007	)		(59,348,204	)		(84,244,284	)

	As Previously Reported			Acquisition of APB and HFL under Common Control			Acquisition of LVD Ltd under Common Control			As Combined
Revenue
Real Estate	$	5,001,794		$	-		$	-		$	5,001,794
Biohealth		29,202			-			-			29,202
Revenue
		5,030,996			-			-			5,030,996
Operating Expenses
Cost of Sales		3,992,926			-			-			3,992,926
General and Administrative		3,398,753			183,903			5,868			3,588,524
Total Operating Expenses		7,391,679			183,903			5,868			7,581,450

Loss From Operations		(2,360,683	)		(183,903	)		(5,868	)		(2,550,454	)

Other Income (Expense)
Interest Income		12,491			21,485			51			34,027
Interest Expense		(140,516	)		-			-			(140,516	)
Foreign Exchange Transaction Gain		1,375,471			-			88,302			1,463,773
Unrealized Gain (Loss) on Securities Investment		1,592,647			(31,259	)		98			1,561,486
Realized Gain on Securities Investment		2,281						24,114			26,395
Loss on Investment on Security by Equity Method		(140,740	)								(140,740	)
Finance Costs		-			(4,890	)		-			(4,890	)
Other Income		42,002			1,882			-			43,884
Total Other Income (Expense), Net		2,743,636			(12,782	)		112,565			2,843,419

Net Income (Loss) from Continuing Operations Before Income Taxes		382,953			(196,685	)		106,967			292,965

Income Tax Expense from Continuing Operations		(114,653	)		-			-			(114,653	)

Net Income (Loss) from Continuing operations		268,300			(196,685	)		106,697			178,312

Loss from Discontinued Operations, Net of Tax		(361,385	)		-			-			(361,385	)
Net Income (Loss)		(93,085	)		(196,685	)		106,697			(183,073	)

Net Loss Attributable to Non-Controlling Interest		(620,433	)		(12,588	)		-			(633,021	)

Net Income (Loss) Attributable to Common Stockholders	$	527,348		$	(184,097	)	$	106,697		$	449,948

Other Comprehensive Loss, Net
Unrealized Gain on Securities Investment		516			-			-			516
Foreign Currency Translation Adjustment		(1,047,149	)		-			-			(1,047,149	)
Comprehensive Income (Loss)		(1,139,718	)		(196,685	)		106,697			(1,229,706	)

Comprehensive Loss Attributable to Non-controlling Interests		(988,963	)		(12,588	)		-			(1,001,551	)

Comprehensive Income (Loss) Attributable to Common Stockholders	$	(150,755	)	$	(184,097	)	$	106,697		$	(228,155	)

Net Income (Loss) Per Share - Basic and Diluted
Continuing Operations	$	0.08								$	0.08
Discontinued Operations	$	(0.03	)							$	(0.03	)
Net Income Per Share	$	0.05								$	0.05

Weighted Average Common Shares Outstanding - Basic and Diluted		9,880,967									9,880,967

		Number of Homes				Aggregate investment				Average Investment per Home
SFRs			30			$	6,825,907			$	227,530

	Shares		Par value		Amount received			Shares		Par value		Amount received
Offering		4,700,637	$	4,701	$	29,145,056			4,700,637	$	4,701	$	29,145,056
Exercise of Pre-Funded Units		1,611,000	$	1,611	$	16,110			1,611,000	$	1,611	$	16,110
Exercise of Underwriter’s Series A Warrants		808,363	$	808	$	3,755,774			808,363	$	808	$	3,755,774
Exercise of Series A and Series B Warrants		1,269,324	$	1,269	$	6,440,487			1,367,324	$	1,367	$	6,937,347
Offering Expenses		-	$	-	$	(88,848	)		-	$	-	$	(88,848	)
Total		8,389,324	$	8,389	$	39,268,580			8,487,324	$	8,487	$	39,765,439

	Warrant for Common Shares			Weighted Average Exercise Price		Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Warrants Outstanding as of December 31, 2020		108,000		$	9.80		2.91	$	-
Warrants Vested and exercisable at December 31, 2020		108,000		$	9.80		2.91	$	-
Granted		14,240,000			4.18
Exercised		(2,080,986	)		5.06
Forfeited, cancelled, expired		-			-
Warrants Outstanding as of June 30, 2021		12,267,014		$	4.08		4.85	$	3,077,823
Warrants Vested and exercisable at June 30, 2021		12,267,014		$	4.08		4.85	$	3,077,823

	Warrant for Common Shares			Weighted Average Exercise Price		Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Warrants Outstanding as of December 31, 2021		28,533,147		$	1.79		1.88	$	-
Warrants Vested and exercisable at December 31, 2021		28,533,147		$	1.79		1.88	$	-
Granted		-			-
Exercised		(15,843,378	)		0.001
Forfeited, cancelled, expired		-			-
Warrants Outstanding as of March 31, 2022		12,689,769		$	4.02		3.99	$	-
Warrants Vested and exercisable at March 31, 2022		12,689,769		$	4.02		3.99	$	-


2021	$	97,350
2022		75,403	$	594,866
2023				90,575
2024				7,450
Total Future Receipts	$	172,753	$	692,891

	1.	~~The disposal group constitutes a component of an entity or a group of components of an entity.~~

	2.	The component of an entity (or group of components of an entity) meets the held-for-sale classification criteria, is disposed of by sale, or is disposed of other than by sale (e.g., “by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff”).

	3.	The disposal of a component of an entity (or group of components of an entity) “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results”.

	Unrealized Gains and Losses on Security Investment			Foreign Currency Translations			Change in Minority Interest			Total
Balance at January 1, 2021	$	(48,758	)	$	2,258,017		$	(65,921	)	$	2,143,338

Other Comprehensive Income		(1,135	)		(1,010,527	)		(39,067	)		(1,050,729	)

Balance at March 31, 2021	$	(49,893	)	$	1,247,490		$	(104,988	)	$	1,092,609

Other Comprehensive Income		(25,663	)		(764,544	)		(343,225	)		(1,133,432	)

Balance at June 30, 2021	$	(75,556	)	$	482,946		$	(448,213	)	$	(40,823	)

	Amount at		Fair Value Measurement Using						Amount at			Amount at		Fair Value Measurement Using						Amount at
	Cost		Level 1		Level 2		Level 3		Fair Value			Cost		Level 1		Level 2		Level 3		Fair Value
June 30, 2021
March 31, 2022
Assets
Investment Securities- Fair Value	$	14,784,540	$	27,004,907	$	-	$	-	$	27,004,907	$	76,264,051	$	47,389,726	$	-	$	-	$	47,389,726
Investment Securities- Trading		968,525		954,109		-		-		954,109		2,387,149		2,397,169		-		-		2,397,169
Convertible Preferred Stock		42,889,000		-		-		-		-
Convertible Note Receivable		138,599		-		-		117,668		117,668		138,599		-		-		89,275		89,275
Warrants - American Premium Water		860,342		-		-		2,048,747		2,048,747		-		-		-		815,514		815,514
Warrants - AMRE		-		-		-		-		-		-		-		-		-		-

Total											$	78,789,799	$	49,786,895	$	-	$	904,789	$	50,691,684

Investment Securities - Fair Value NAV as Practical Expedient																				100,000

Total Investment in securities at Fair Value	$	59,641,006	$	27,959,016	$	-	$	2,166,415	$	30,125,431										50,791,684

	Amount at		Fair Value Measurement Using						Amount at
	Cost		Level 1		Level 2		Level 3		Fair Value
December 31, 2020
Assets
Investment securities- Fair Value Option	$	7,404,911	$	10,549,102	$	-	$	-	$	10,549,102
Investment securities- Trading		17,650		18,654		-		-		18,654
Convertible preferred stock		42,889,000		-		-		37,675,000		37,675,000
Convertible note receivable		50,000		-		-		66,978		66,978
Warrants - American Premium Water		860,342		-		-		862,723		862,723
Warrants - AMRE		-		-		-		-		-
Stock Options - Vivacitas		-		-		-		-		-
Total Investment in securities at Fair Value	$	51,221,903	$	10,567,756	$	-	$	38,604,701	$	49,172,457

	Share price					Market Value
	6/30/2021		Shares			6/30/2021		Valuation

DSS (Related Party)	$	1.790		7,732,671	^*	$	13,841,481	Investment in Securities at Fair Value

AMBS (Related Party)	$	0.008		20,000,000		$	150,000	Investment in Securities at Fair Value

Holista (Related Party)	$	0.044		46,226,673		$	2,047,424	Investment in Securities at Fair Value

American Premium Water (Related Party)	$	0.007		122,039,000		$	817,661	Investment in Securities at Fair Value

OptimumBank (Related Party)	$	4.820		92,980		$	448,164	Investment in Securities at Fair Value

True Partners	$	0.135		62,122,908		$	8,400,177	Investment in Securities at Fair Value

Value Exchange	$	0.200		6,500,000		$	1,300,000	Investment in Securities at Fair Value

Trading Stocks						$	954,109	Investment in Securities at Fair Value

		Total Level 1 Equity Securities				$	27,959,016
Nervotech		N/A		1,666		$	37,826	Investment in Securities at Cost
Hyten Global		N/A		20,000		$	42,562	Investment in Securities at Cost
K Beauty		N/A		3,600		$	19,609	Investment in Securities at Cost
		Total Equity Securities				$	28,059,013

	Share price					Market Value
	12/31/2020		Shares			12/31/2020		Valuation

DSS (Related Party)	$	6.240		1,162,501	^*	$	7,254,006	Investment in Securities at Fair Value

AMBS (Related Party)	$	0.008		20,000,000		$	160,000	Investment in Securities at Fair Value

Holista (Related Party)	$	0.055		46,226,673		$	2,565,469	Investment in Securities at Fair Value

American Premium Water (Related Party)	$	0.002		122,039,000		$	256,284	Investment in Securities at Fair Value

OptimumBank (Related Party)	$	3.370		92,980		$	313,343	Investment in Securities at Fair Value

Trading Stocks						$	18,654	Investment in Securities at Fair Value

		Total Level 1 Equity Securities				$	10,567,756
Vivacitas (Related Party)		N/A		2,480,000		$	200,128	Investment in Securities at Cost
Nervotech		N/A		1,666		$	37,826	Investment in Securities at Cost
Hyten Global		N/A		20,000		$	42,562	Investment in Securities at Cost

		Total Equity Securities				$	10,848,272

		Share price				Market Value
		3/31/2022		Shares		3/31/2022		Valuation

DSS (Related Party)		$	0.573		23,875,139	$	13,680,455	Investment in Securities at Fair Value

AMBS (Related Party)		$	0.008		20,000,000	$	158,000	Investment in Securities at Fair Value

Holista (Related Party)		$	0.025		43,626,621	$	1,111,173	Investment in Securities at Fair Value

American Premium Water (Related Party)		$	0.002		354,039,000	$	531,059	Investment in Securities at Fair Value

True Partner		$	0.112		62,122,908	$	6,981,617	Investment in Securities at Fair Value

Value Exchange		$	0.230		6,500,000	$	1,495,000	Investment in Securities at Fair Value

Alset Capital Acquisition - Common Stock (Related Party)		$	9.860		1,940,625	$	19,134,563	Investment in Securities at Fair Value

Alset Capital Acquisition – Unit (Related Party)		$	10.080		426,375	$	4,297,860	Investment in Securities at Fair Value

Trading Stocks						$	2,397,170	Investment in Securities at Fair Value

	Total Level 1 Equity Securities					$	49,786,896

Nervotech			N/A		1,666	$	37,045	Investment in Securities at Cost
Hyten Global			N/A		3,800	$	42,562	Investment in Securities at Cost
Ubeauty			N/A		3,600	$	19,609	Investment in Securities at Cost
		Total Equity Securities				$	49,886,112

		Share price				Market Value
		12/31/2021		Shares		12/31/2021		Valuation

DSS (Related Party)		$	0.672		19,888,262	$	13,364,912	Investment in Securities at Fair Value

AMBS (Related Party)		$	0.016		20,000,000	$	328,000	Investment in Securities at Fair Value

Holista (Related Party)		$	0.034		43,626,621	$	1,489,179	Investment in Securities at Fair Value

American Premium Water (Related Party)		$	0.002		354,039,000	$	778,886	Investment in Securities at Fair Value

True Partner		$	0.119		62,122,908	$	7,409,717	Investment in Securities at Fair Value

Value Exchange		$	0.300		6,500,000	$	1,950,000	Investment in Securities at Fair Value

Trading Stocks						$	9,908,077	Investment in Securities at Fair Value

	Total Level 1 Equity Securities					$	35,228,771

Nervotech			N/A		1,666	$	37,045	Investment in Securities at Cost
Hyten Global			N/A		3,800	$	42,562	Investment in Securities at Cost
Ubeauty			N/A		3,600	$	19,609	Investment in Securities at Cost
			Total Equity Securities			$	35,327,987

	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021

Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected volatility		158.61	%		210.07	%		126.23	%		138.85	%
Risk free interest rate		3.25	%		0.13	%		3.25	%		3.25	%
Contractual term (in years)		1.26			11.76			0.51			0.76
Exercise price	$	0.15		$	0.15		$	0.15		$	0.15

	Total
Balance at January 1, 2020	$	26,209
Total losses		(12,599	)
Balance at March 31, 2020	$	13,610
Total gain		13,115
Balance at June 30, 2020	$	26,725

	Total
Balance at January 1, 2022	$	1,108,252
Total losses		(203,463	)
Balance at March 31, 2022	$	904,789

	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021

Stock Price	$	0.0067		$	0.0021		$	0.0015		$	0.0022
Exercise price		0.001			0.001			0.001			0.001
Risk free interest rate		1.40	%		0.88	%		2.39	%		1.48	%
Annualized volatility		205.71	%		178.86	%		111.5	%		186.5	%
Year to maturity		9.07			9.58			8.31			8.58

Office Location	Lease Term as of December 31, ~~2020~~2021
Singapore - AI	~~Renewed Lease term in 2021~~
~~Singapore~~	~~June 2020 to May 2021~~	June 2021 to May 2022
Singapore – F&B	October 2021 to October 2024
Hong Kong	October 2020 to October 2022
South Korea	August 2020 to August 2022
Magnolia, Texas, USA	November ~~2019~~2021 to April ~~2021~~2022	~~May 2021 to October 2021~~
Bethesda, Maryland, USA	~~August 2015 to December 2020~~	January 2021 to March 2024


2021	$	280,947
2022		361,405			302,207
2023		95,104			185,111
2024		24,430			36,398
Total Minimum Lease Payments		761,886			523,716
Less: Effect of Discounting		(19,971	)		(10,065	)
Present Value of Future Minimum Lease Payments		741,915			513,651
Less: Current Obligations under Leases		(147,135	)		(168,145	)
Long-term Lease Obligations	$	594,780		$	345,506

	Options for Common Shares		Exercise Price		Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2020		1,061,333	$	0.09		3.00	$	-
Vested and exercisable at December 31, 2020		1,061,333	$	0.09		3.00	$	-
Granted		-		-
Exercised		-		-
Forfeited, cancelled, expired		-		-
Outstanding as of June 30, 2021		1,061,333	$	0.09		2.50	$	-
Vested and exercisable at June 30, 2021		1,061,333	$	0.09		2.50	$	-