What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-13 · 757 added, 540 removed, 1361 unchanged (49% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

March 31, 2022

December 31, 2021

Current Assets:

2 unchanged sentences

Other Receivables

Note Receivables - Related Parties

Note Receivables - Related

Prepaid Expense

Investment in Securities at Fair Value

Investment in Securities at Cost

Investment in Securities at Equity Method

Investment in Securities

at Fair Value

Investment in Securities

at Equity Method

Total Current Assets

2 unchanged sentences

Operating Lease Right-Of-Use Asset

Property and Equipment, Net

Property and Equipment,

$ 176,071,320

2 unchanged sentences

Current Liabilities:

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued

Deferred Revenue

2 unchanged sentences

Notes Payable

Notes Payable - Related Parties

Payable - Related Parties

Total Current Liabilities

Long-Term Liabilities:

Operating Lease Liability

Lease Liability

Total Liabilities

Stockholders’ Equity:

Preferred Stock, $ 0.001 par value;

Preferred Stock, $ 0.001

25,000,000 shares authorized, none issued and outstanding

Common Stock, $ 0.001 par value;

Common Stock, $ 0.001

shares authorized;

113,187,898 and 87,368,446 shares issued and outstanding on March 31, 2022 and December 31, 2021, respectively

and 87,368,446

shares issued and outstanding on June 30, 2022 and December 31,

2021, respectively

Additional Paid in Capital

2 unchanged sentences

( 148,233,473 )

Accumulated Other Comprehensive Income

Total Alset EHome International Stockholders’ Equity

Non-controlling Interests

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Other Comprehensive Income

Total Alset EHome International

Stockholders’ Equity

Non-controlling

Stockholders’ Equity

Liabilities and Stockholders’ Equity

$ 176,071,320

4 unchanged sentences

Consolidated Statements of Operations and Other Comprehensive Loss

the Three Months Ended March 31, 2022 and 2021

the Three and Six Months Ended June 30, 2022 and 2021

Months Ended on June 30,

Digital Transformation

Technology – related party

Total Revenue

Operating Expenses

Cost of Revenue

General and Administrative

Cost of Sales

and Administrative

Total Operating Expenses

1 unchanged sentence

( 1,654,262 )

( 4,676,030 )

( 3,307,803 )

( 5,082,288 )

Other Income (Expense)

1 unchanged sentence

Interest Expense

Foreign Exchange Transaction Gain

Unrealized Loss on Securities Investment

Foreign Exchange Transaction

Unrealized Loss on Securities

( 6,867,375 )

( 21,168,905 )

Realized Loss on Securities Investment

( 10,766,390 )

Loss on Investment on Security by Equity Method

( 30,703,914 )

Realized Loss (Gain) on

Securities Investment

( 2,918,668 )

( 6,355,451 )

Loss on Investment on Security

by Equity Method

Finance Costs

( 50,261,203 )

( 50,844,071 )

(Expense) Income

Total Other Expense, Net

1 unchanged sentence

( 70,212,030 )

( 14,383,397 )

( 79,161,996 )

Net Loss Income Before Income Taxes

1 unchanged sentence

( 74,888,060 )

( 17,691,200 )

( 84,244,284 )

Income Tax Expense

1 unchanged sentence

( 74,889,324 )

( 17,913,314 )

( 84,696,885 )

Net Loss Attributable to Non-Controlling Interest

1 unchanged sentence

( 2,458,669 )

Net Loss Attributable to Common Stockholders

( 11,807,572 )

Net Loss Attributable

to Common Stockholders

$ ( 8,987,359 )

$ ( 66,650,864 )

$ ( 15,454,645 )

$ ( 72,889,313 )

Other Comprehensive Loss, Net

Unrealized Loss on Securities Investment

Foreign Currency Translation Adjustment

Unrealized Loss on Securities

Currency Translation Adjustment

( 3,514,595 )

( 1,070,191 )

( 4,163,735 )

( 2,839,631 )

Comprehensive Loss

1 unchanged sentence

( 75,995,437 )

Comprehensive Loss Attributable to Non-controlling Interests

( 22,086,763 )

( 87,574,425 )

Comprehensive Loss Attributable to Common Stockholders

Comprehensive Loss Attributable to Non-controlling

( 2,286,174 )

( 8,584,838 )

( 3,371,569 )

( 12,913,762 )

Comprehensive Loss Attributable

to Common Stockholders

$ ( 11,211,873 )

$ ( 67,410,599 )

$ ( 18,715,194 )

$ ( 74,660,663 )

Net Loss Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and Diluted

Weighted Average Common

Shares Outstanding - Basic and Diluted

accompanying notes to condensed consolidated unaudited financial statements.

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

the Three Months Ended March 31, 2022

the Three and Six Months Ended June 30, 2022

A Preferred Stock

28 unchanged sentences

$ 188,494,081

of Common Stock

in Valuation on Investment

( 2,624,585 )

( 2,830,962 )

in Non-Controlling Interests

( 7,824,450 )

in Unrealized Loss on Investment

Currency Translations

( 3,002,167 )

( 3,514,595 )

( 8,987,359 )

( 9,982,861 )

at June 30, 2022

$ 322,302,515

$ ( 163,688,118 )

$ 159,320,949

$ 172,165,072

EHome International Inc.

1 unchanged sentence

Consolidated Statements of Stockholders’ Equity

the Three Months Ended March 31, 2021

the Three and Six Months Ended June 30, 2021

A Preferred Stock

8 unchanged sentences

$ ( 44,910,297 )

Beginning balance, value

$ 102,339,666

$ ( 44,793,713 )

of Stock for Services

9 unchanged sentences

in Non-Controlling Interest

in Unrealized Gain on Investment

in Unrealized Loss on Investment

Currency Translations

9 unchanged sentences

( 51,148,746 )

of Common Stock

Common stock to Series A Preferred Stock

( 6,380,000 )

Ending balance, value

of Series B Preferred Stock

Preferred Stock Series A and B to Common

in Non-Controlling Interest

( 2,885,117 )

( 3,228,342 )

Note to Stock

Issuance of Stock

from Selling Subsidiary Equity

in Unrealized Loss on Investment

Currency Translations

( 1,070,191 )

to Non-Controlling Shareholders

( 1,069,250 )

$ ( 66,650,864 )

( 8,238,460 )

( 74,889,324 )

at June 30, 2021

$ 204,762,770

$ ( 117,799,610 )

$ 115,064,786

accompanying notes to condensed consolidated unaudited financial statements.

2 unchanged sentences

Consolidated Statements of Cash Flows

the Three Months Ended March 31, 2022 and 2021

the Six Months Ended June 30, 2022 and 2021

Cash Flows from Operating Activities

Net Loss from Operations

Net Loss from

$ ( 17,913,314 )

$ ( 84,696,885 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Amortization of Right-Of-Use Asset

Adjustments to Reconcile

Net Loss to Net Cash Used in Operating Activities:

Amortization of Right-Of-Use

Amortization of Debt Discount

Shared-based Compensation & Expense

Foreign Exchange Transaction Gain

Shared-based Compensation

Foreign Exchange Transaction

( 2,485,804 )

Unrealized Loss on Securities Investment

Realized Loss on Securities Investment

( 2,421,031 )

Unrealized Loss on Securities

Realized Loss on Securities

Loss on Exchange of Investment

PPP Loan Forgiveness

Director Compensation Adjustment

( 1,185,251 )

Loss on Equity Method Investment

Changes in Operating Assets and Liabilities

Changes in Operating Assets

and Liabilities

( 2,274,959 )

( 2,584,817 )

Account Receivables

2 unchanged sentences

Trading Securities

Accounts Payable and Accrued

( 9,398,591 )

Accounts Payable and Accrued Expenses

Other Receivable - Related

( 2,551,127 )

Accrued Interest - Related Parties

Accrued Interest - Related

Deferred Revenue

Operating Lease Liability

Builder Deposits

Net Cash Used in Operating Activities

Cash Used in Operating Activities

( 16,125,804 )

1 unchanged sentence

Cash Flows from Investing Activities

Loan Receivable - Related

Purchase of Fixed Assets

Purchase of Real Estate Properties

Purchase of Investment Securities

Purchase of Real Estate

Real Estate Improvements

Purchase of Investment

( 6,662,017 )

Sales of Investment Securities to Related Party

Promissory Note to Related Party

Net Cash (Used in) Provided by Investing Activities

Sales of Investment Securities

to Related Party

Issuing Loan Receivable

- Related Party

from Loan Receivable - Related Party

Cash (Used in) Provided by Investing Activities

( 8,308,426 )

Cash Flows from Financing Activities

Conversion of Related Party Note to Common Stock

Proceeds from Exercise of Subsidiary Warrants

Proceeds from Sale of Subsidiary Shares

Proceeds from Common Stock

Proceeds from Exercise

of Subsidiary Warrants

Proceeds from Sale of Subsidiary

Dividend Paid on Subsidiary

Preferred Stock

Borrowing from PPP Loan

Distribution to Non-controlling Interest Shareholders

Repayment to Notes Payable

Repayment to Notes Payable - Related Parties

Distribution to Non-controlling

Interest Shareholders

( 1,151,500 )

Net Cash Provided by (Used in) Financing Activities

Net Decrease in Cash and Restricted Cash

Repayment to Notes Payable

Proceeds from Note Payable

- Related Parties

to Notes Payable - Related Parties

( 2,102,400 )

Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Restricted

( 18,393,091 )

Effects of Foreign Exchange Rates on Cash

Cash and Restricted Cash - Beginning of Year

Cash and Restricted Cash- End of Period

Cash and Restricted

Cash - Beginning of Period

Cash and Restricted

Cash- End of Period

Supplementary Cash Flow Information

Cash Paid for Interest

Cash Paid for Taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Unrealized Gain (Loss) on Investment

Initial Recognition of ROU / Lease Liability

Acquiring True Partner Stock

Sale of Investment in Vivacitas to Related Party

Deconsolidate Alset Capital Acquisition

Intrinsic Value of BCF

Issuance of Stock by Exercising Warrants

Transactions under Common Control

Paid for Interest

Paid for Taxes

Supplemental Disclosure of Non-Cash Investing

and Financing Activities

Gain (Loss) on Investment

Recognition of ROU / Lease Liability

True Partner Stock

of Investment in Vivacitas to Related Party

Deconsolidate

Alset Capital Acquisition

Intrinsic Value of

$ ( 450,000 )

$ ( 50,770,192 )

of Stock by Exercising Warrants

under Common Control

Related Party Note Payable to Common Stock

accompanying notes to condensed consolidated unaudited financial statements.

2 unchanged sentences

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2022 and 2021

the Six Months Ended June 30, 2022 and 2021

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

32 unchanged sentences

Company’s condensed consolidated financial statements include the financial position, results of operations and cash flows of the

following entities as of March 31, 2022 and December 31, 2021, as follows:

following entities as of June 30, 2022 and December 31, 2021, as follows:

OF SUBSIDIARIES

Attributable interest as of,

Name of subsidiary consolidated under AEI

State or other jurisdiction of incorporation or organization

March 31, 2022

December 31, 2021

interest as of,

of subsidiary consolidated under AEI

or other jurisdiction of incorporation or organization

Alset Global Pte.

129 unchanged sentences

Hapi WealthBuilder Pte.

HWH Marketplace Pte.

HWH International Inc.

United States of America

Hapi Cafe SG Pte.

the Company indirectly holds percentage of shares of these entities less than 50%, the subsidiaries of the Company directly hold

60 unchanged sentences

On May 13, 2021

and June 14, 2021 all Alset CPNs of $ 63,920,128 and accrued interests of $ 306,438 were converted into 2,123 shares of series B preferred

and June 14, 2021 all Alset CPNs of $ 63,920,128 and accrued interest of $ 306,438 were converted into 2,123 shares of Series B preferred

stock and 9,163,965 shares of common stock of the Company.

3 unchanged sentences

to a known amount of cash and are subject to an insignificant risk of changes in values.

There were no cash equivalents as of March 31,

There were no cash equivalents as of June 30,

2022 and December 31, 2021.

a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company was required

to maintain a minimum of $ 2,600,000 in an interest-bearing account maintained by the lender as additional security for the loans.

fund was required to remain as collateral for the loan until the loan is paid off in full and the loan agreement terminated.

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 maintained an escrow account

with M&T Bank to deposit a portion of cash proceeds from lot sales.

The fund in the escrow account was specifically used for the

payment of the loan from M&T Bank.

The fund was required to remain in the escrow account for the loan payment until the loan agreement

These funds are now freely accessible to the Company.

As of March 31, 2022 and December 31, 2021, the total balance of these

two accounts was $ 2,082,860 and $ 4,399,984 , respectively.

to maintain a minimum of $ 2,600,000 in an interest-bearing account maintained by the lender as additional security for the loan.

funds were required to remain as collateral for the loan until the loan is paid off in full and the loan agreement terminated.

15, 2022 approximately $ 2,300,000 was released from collateral, leaving approximately $ 300,000 as collateral for outstanding letters

The Company also has an escrow account with M&T Bank to deposit a portion of cash proceeds from lot sales.

the escrow account were specifically to be used for the payment of the loan from M&T Bank.

The funds were required to remain in the

escrow account for the loan payment until the loan agreement terminates.

In May 2022 the funds from this escrow account were released

and the account closed.

As of June 30, 2022 and December 31, 2021, the total balance of these two accounts was $ 309,137 and $ 4,399,984 ,

respectively.

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 March 31, 2022 and December 31, 2021, the account balance was $ 37,580 and $ 36,316 , respectively.

These funds will remain as collateral for the loans until paid in ful l.

development project, the Company is required to maintain Australian Dollar 50,000 , in a non-interest-bearing account.

As of June 30,

2022 and December 31, 2021, the account balance was $ 34,445 and $ 36,316 , respectively.

These funds will remain as collateral for the

loans until paid in full.

Company puts money into brokerage accounts specifically for equity investment.

As of March 31, 2022 and December 31, 2021, the cash balance

As of June 30, 2022 and December 31, 2021, the cash balance

in these brokerage accounts was $ 325,738 and $ 304,570 , respectively.

1 unchanged sentence

receivables is stated at amounts due from buyers, contractors, and all third parties, net of an allowance for doubtful accounts.

March 31, 2022 and December 31, 2021, the balance of account receivables was $ 90,407 and $ 39,622 , respectively.

June 30, 2022 and December 31, 2021, the balance of account receivables was $ 169,725 and $ 39,622 , respectively.

Approximately $ 0 and

$ 2,500 of account receivables as of March 31, 2022 and December 31, 2021, respectively, was from DSS with a merchant agreement, under

$ 2,500 of account receivables as of June 30, 2022 and December 31, 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.

8 unchanged sentences

of specific customers.

As of March 31, 2022 and December 31, 2021, the allowance was $ 0 .

As of June 30, 2022 and December 31, 2021, the allowance was $ 0 .

are stated at the lower of cost or net realizable value.

5 unchanged sentences

from HWH World Inc.

As of March 31, 2022, inventory consisted of finished goods from HWH World Inc.

As of June 30, 2022, inventory consisted of finished goods from HWH World Inc.

and Hapi Cafe Korea Inc.

7 unchanged sentences

The Company does not have significant influence over AMBS and True Partner, as the Company

is the beneficial owner of approximately 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.

April 12, 2021 the Company acquired 6,500,000 common 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.

is the beneficial owner of approximately 4.3 % of the common shares of AMBS and as of December 31, 2021 held 15.5 % of True Partner.

May 17, 2022 the Company sold its investment in True Partner to DSS Inc.

These securities’ fair values are determined by reference

to quoted stock prices.

April 12, 2021 the Company acquired 6,500,000 common

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 reference to

quoted stock prices.

the year ended December 31, 2021, the Company’s subsidiaries established a portfolio of trading securities.

2 unchanged sentences

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.

in our portfolio and fair value of these trading securities are determined by reference to quoted stock prices.

Company has elected the fair value option for the equity securities noted below that would otherwise be accounted for under the equity

1 unchanged sentence

Holista CollTech Limited (“Holista”), DSS, Inc.

(“DSS”) 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.

(“DSS”) and American Premium Mining Corporation

(“APM” formerly known as American Premium Water Corp.) are publicly traded companies and the fair value of such securities

are determined by reference to 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.

Company has significant influence over DSS.

As of March 31, 2022 and December 31, 2021, the Company owned approximately 28.21 % and

As of June 30, 2022 and December 31, 2021, the Company owned approximately 45.18 % and

24.9 % of the common stock of DSS, respectively.

1 unchanged sentence

Tung Moe, our Co-Chief Executive Officer and the son of Chan Heng Fai, is also a director of DSS.

William Wu, one of directors of

the Company, is also a director of DSS.

Company has significant influence over Holista as the Company and its CEO are the beneficial owner of approximately 15.8 % of the

outstanding shares of Holista and our CEO held a position on Holista’s Board of Directors until June of 2021.

Company has significant influence over APW as the Company is the beneficial owner of approximately 7.7 % of the common shares of APW

and one officer from the Company holds a director position on APW’s Board of Directors.

Company has significant influence over APM as the Company is the beneficial owner of approximately 0.8 % of the common shares of APM

and one officer from the Company holds a director position on APM’s Board of Directors.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of American Medical REIT Inc.

a related party private startup company, in conjunction with the Company lending two $200,000 promissory notes.

For further details on

this transaction, refer to Note 8 - Related Party Transactions, Note Receivable from a Related Party Company .

As of March 31,

2022 and December 31, 2021, AMRE was a private company.

Based on management’s analysis, the fair value of the AMRE warrants was

$ 0 as of March 31, 2022 and December 31, 2021.

In March 2022 both loans, together with warrants were converted into common shares of

After the conversion, the Company owns approximately 15.8 % of AMRE.

a related party private company, in conjunction with the Company lending two $200,000 promissory notes.

For further details on this transaction,

refer to Note 8 - Related Party Transactions, Note Receivable from a Related Party Company .

As of June 30, 2022 and December 31,

2021, AMRE was a private company.

Based on management’s analysis, the fair value of the AMRE warrants was $ 0 as of December 31,

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.

Company held a stock option to purchase 250,000 shares of Vivacitas common stock at $ 1 per share at any time prior to the date of a public

11 unchanged sentences

Equivalent) (“2015-07”).

In the first quarter of 2022 the Company invested $100,000

In the first six months 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

3 unchanged sentences

and non-voting.

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.

Securities at Cost

48 unchanged sentences

Asset Management Pte.

(“LiquidValue”), a subsidiary of the Company owns less than 3.4 %

(“LiquidValue”), a subsidiary of the Company, owns 15.8 %

of American Medical REIT Inc.

(“AMRE”) as of 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

(“AMRE”) as of June 30, 2022, a company concentrating on medical real estate.

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

LiquidValue did not invest equity but provided a loan to AMRE (for further details on this transaction, refer Note 8, Related

Party Transactions).

On balance sheet, the prorate loss from AMRE was not recorded as a liability because to the Company is not liable

for the obligations of AMRE and also not committed to provide additional financial support.

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 Chairman and CEO, is the

executive chairman and director of AMRE.

DSS, of which we own 45.2% and have significant influence over, owns 80.8% of AMRE.

Therefore, the Company has significant influence on AMRE.

Venture with Novum

13 unchanged sentences

accounting (See Transactions between Entities under Common Control for details).

On September 8, 2021 APB sold 6,666,700 shares Series

On September 8, 2021 APB sold 6,666,700 shares of Series

A Common Stock to DSS, Inc.

10 unchanged sentences

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.

During three and

six months ended June 30, 2022 the investment gain was $ 18,678 and $ 160,021 , respectively.

As of June 30, 2022 and December 31, 2021,

the investment in APB was $ 30,961,150 and $ 30,801,129 , respectively.

Capital Acquisition Corp.

February 3, 2022, Alset Capital Acquisition Corp.

(“Alset Capital”), a special purpose acquisition company (SPAC)

sponsored by the Company and certain affiliates, closed its initial public offering of 7,500,000 units

at $ 10.00 per

unit (the “Offering”).

At the same time the exercise of underwriters’ over-allotment option of additional 1,125,000 units

The Company is majority owner of Alset Acquisition Sponsor, LLC, the sponsor (the “Sponsor”) of Alset Capital.

On February 3, 2022, the Sponsor purchased 473,750 units

pursuant to a private placement for a purchase price of $ 4,737,500 .

Previously, the Sponsor had purchased 2,156,250 shares

of Class B common stock pursuant to a private placement for a purchase price of $ 25,000 .

After the Offering the Company holds 23.4 %

of Alset Capital.

Chan Heng Fai, the Chairman and CEO of the Company, is the CEO and director of Alset Capital.

In June 2022,

the Company made an adjustment of $ 2,830,961

to Additional Paid in Capital and the fair value of investment in Alset Capital, and reversed the previously recorded unrealized

loss of $ 237,578 ,

because of the change of valuation methods of the investment on Class B Common Stock and units the company held.

the Company used market trading prices of Class A common stock and units to calculate the fair value of these investment securities

and recorded $ 237,578

unrealized loss on security investment during three months ended March 31, 2022.

In June 2022, the Company determined the fair value

of Class B common shares and units by using a put option model and a Monte Carlo simulation considering some restrictions and risks

related to these securities the Company held.

During the six months ended June 30, 2022, the Company recorded investment loss of

$ 32,427 by equity

Investment on Alset Capital was $ 20,806,612

as of June 30, 2022.

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

On March 21, 2022 Hapi Cafe entered into an agreement pursuant to which the principal of the loan together with accrued interest were

converted into an investment in Ketomei.

3 unchanged sentences

Ketomei is in the business of selling cooked food and drinks.

As of March 31, 2022

the Company recognized investment loss of $3,273 and investment in Ketomei was $253,045 at March 31, 2021.

During three and six

months ended June 30, 2022 the investment loss was $ 29,786 and $ 33,059 , respectively.

Investment in Ketomei was $ 223,259 at June 30,

in Debt Securities

10 unchanged sentences

valuation model.

The fair value of the note was $ 676 and $ 9,799 on March 31, 2022 and December 31, 2021, respectively.

The fair value of the note was $ 85 and $ 9,799 on June 30, 2022 and December 31, 2021, respectively.

February 26, 2021, the Company invested approximately $ 88,599 in the convertible note of Vector Com Co., Ltd (“Vector Com”),

3 unchanged sentences

$ 21.26 per common share of Vector Com.

As of March 31, 2022, the Management estimated the fair value of the note to be $ 88,599 , the initial

As of June 30, 2022, the Management estimated the fair value of the note to be $ 88,599 , the initial

transaction price.

15 unchanged sentences

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 Company has a 19 % ownership and loaned $ 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.

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.

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

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.

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.

1 unchanged sentence

Therefore, the Company is not a primary beneficiary of this VIE and does not consolidate it.

On March 31, 2022 and December 31, 2021

On June 30, 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

4 unchanged sentences

Medical REIT Inc.

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

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

Company owned 3.4 %

of AMRE and made a loan in the amount of $ 8,350,000 to

AMRE, as well as two loans of $ 200,000 each,

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.

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

The power to direct these activities are held by the AMRE’s largest shareholder which owns approximately 80.8 %

of AMRE and AMRE’s management team.

Therefore, the Company is not a primary beneficiary of this VIE and does not consolidate

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.

and accrued interests, together with accompanying warrants into AMRE common shares.

After the conversion the Company owns 15.8 %

On June 30, 2022 and December 31, 2021 variable interest and amount receivable

in the non-consolidated VIE was $ 8,802,959 and $ 8,901,285 ,

respectively, which represents the Company’s maximum risk of loss from non-consolidated VIE.

Estate Assets

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as part of the asset to which they relate and are reduced when lots are sold.

Company capitalized construction costs of approximately $ 0.4 million and $ 1.2 million for the three months ended March 31, 2022 and 2021,

Company capitalized construction costs of approximately $ 2.6 million and $ 0.2 million for the three months ended June 30, 2022 and 2021,

respectively.

The Company capitalized construction costs of approximately $ 3 million and $ 1.4 million for the six months ended June 30,

2022 and 2021, respectively.

Company’s policy is to obtain an independent third-party valuation for each major project in the United States as part of our assessment

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loss may have occurred.

Company did not record impairment on any of its projects during the three months ended on March 31, 2022 and 2021.

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

under development

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properties are acquired with the intent to be rented to tenants.

During the three months ended March 31, 2022 and the year ended December

31, 2021, the Company signed multiple purchase agreements to acquire 3 and 109 homes in Montgomery and Harris Counties, Texas, respectively.

By March 31, 2022, all of the 112 homes were closed with an aggregate purchase cost of $ 25,663,582 .

All of these purchased homes are

properties of our rental business.

During the six months ended June 30, 2022 and the year ended

December 31, 2021, the Company signed multiple purchase agreements to acquire 3 and 109 homes, respectively.

By June 30, 2022, all

of the 112 homes were closed with an aggregate purchase cost of $ 25,663,582 .

These homes are located in Montgomery and Harris Counties, Texas.

All of these purchased homes are properties of our rental

in Single-Family Residential Properties

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

The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances

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.

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down to its estimated fair value.

The Company did not recognize any impairment losses during three months end March 31, 2022 and 2021.

The Company did not recognize any impairment losses during three and six months ended June 30, 2022

Recognition and Cost of Revenue

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for the revenue recognition of the Ballenger project, which represented approximately 42 % and 70 %, respectively, of the Company’s

revenue in the three months ended on March 31, 2022 and 2021, is as follows:

revenue in the six months ended on June 30, 2022 and 2021, is as follows:

the contract with a customer.

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credited or charged to straight-line rent receivable or straight-line rent liability, as applicable.

For the three months ended March

31, 2022, the Company didn’t recognize any deferred revenue and collected all rents due.

For the six months ended June 30,

2022, the Company did not recognize any deferred revenue and collected all rents due.

of the Front Foot Benefit Assessments

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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.

upfront lump sum, enabling us to more quickly realize the revenue.

The selling prices range from $ 3,000 to $ 4,500 per home depending

on the type of the home.

the type of the home.

Our total revenue from the front foot benefit assessment is approximately $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.

To recognize revenue of the

FFB assessment, both our and NVR’s performance obligation have to 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.

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 March 31, 2022 and 2021, we recognized revenue of $ 77,012 and $ 107,071 from FFB assessment, respectively.

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 the FFB assessment is not either.

During the three months

ended on June 30, 2022 and 2021, we recognized revenue of $ 37,725 and $ 141,575 from the FFB assessments, respectively.

During the six

months ended on June 30, 2022 and 2021, we recognized revenue of $ 116,088 and $ 248,646 from the FFB assessments, respectively.

of Real Estate Sale

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Deferred revenue

relating to membership was $ 220,015 and $ 728,343 at March 31, 2022 and December 31, 2021, respectively.

relating to membership was $ 89,880 and $ 728,343 at June 30, 2022 and December 31, 2021, respectively.

During 2021, the Company temporarily suspended the sale of its membership as it is focusing on developing new market

Koptiam’s Franchise

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performance obligations

of March 31, 2022 and December 31, 2021, there were no remaining performance obligations or continuing involvement, as all service obligations

of June 30, 2022 and December 31, 2021, there were no remaining performance obligations or continuing involvement, as all service obligations

within the other business activities segment have been completed.

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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

During the three and six months ended on June 30, 2022 and 2021, the Company recorded $ 0 and

$ 73,292 as stock-based compensation expense.

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The Company recorded foreign exchange gain of $ 2,077,709 and $ 958,334

during the three months ended on March 31, 2022 and 2021, respectively.

during the three months ended on June 30, 2022 and 2021, respectively.

The Company recorded foreign exchange gain of $ 2,485,804 and $ 2,421,031

during the six months ended on June 30, 2022 and 2021, respectively.

The foreign currency transactional gains and losses are recorded

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component of comprehensive income (loss).

Company recorded other comprehensive loss of $ 649,140 from foreign currency translation for the three months ended March 31, 2022 and

$ 1,769,440 loss for the three months ended March 31, 2021, in accumulated other comprehensive loss.

Company recorded other comprehensive loss of $ 3,514,595 from foreign currency translation for the three months ended June 30, 2022 and

$ 1,070,191 loss for the three months ended June 30, 2021, in accumulated other comprehensive loss.

The Company recorded other comprehensive

loss of $ 4,163,735 from foreign currency translation for the six months ended June 30, 2022 and $ 2,839,631 loss for the six months ended

June 30, 2021, in accumulated other comprehensive loss.

Non-controlling

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Sheets, separately from equity attributable to owners of the Company.

March 31, 2022 and December 31, 2021, the aggregate non-controlling interests in the Company were $ 22,382,966 and $ 21,912,268 , respectively.

On June 30, 2022 and December 31, 2021, the aggregate non-controlling interests

in the Company were $ 12,844,123 and $ 21,912,268 , respectively.

Financing Costs

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.

on the balance sheet, if these financing activities are directly associated with the development of real estate.

financing costs are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating

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based on their size.

of March 31, 2022 and December 31, 2021, the capitalized financing costs were $ 3,247,739 .

of June 30, 2022 and December 31, 2021, the capitalized financing costs were $ 3,247,739 .

Conversion Features

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2021-08, “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”.

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers.” ASU 2021-08 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.

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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.

The Company plans to adopt these requirements prospectively,

effective on the first day of the year 2023.

pronouncement not yet adopted

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a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard.

2020-06 is effective for fiscal years beginning after December 15, 2023 for smaller reporting companies, including

interim periods within those fiscal years.

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.

Company is currently evaluating the impact of ASU 2020-06 on its future consolidated financial statements.

CONCENTRATIONS

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At times, these balances may exceed the insurance limits.

As of March 31, 2022 and December 31, 2021,

As of June 30, 2022 and December 31, 2021,

uninsured cash and restricted cash balances were $ 38,856,265 and $ 57,905,303 , respectively.

the three months ended March 31, 2022, three customers accounted for approximately 41 %, 52 %,

of the Company’s property development revenue.

For the three months ended March 31, 2021, two customers accounted for

approximately 97 %,

of the Company’s property development revenue.

the three months ended June 30, 2022, two customers accounted for approximately 85 %, and 15 % of the Company’s property development

For the three months ended June 30, 2021, two customers accounted for approximately 97 %, and 3 % of the Company’s property

development revenue.

For the six months ended June 30, 2022, three customers accounted for approximately 42 %, 49 %, and 9 % of the Company’s

property development revenue.

For the six months ended June 30, 2021, two customers accounted for approximately 97 %, and 3 % of the Company’s

property development revenue.

segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly

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and reported as “Other” consist of corporate general and administrative activities which are not allocable to the four reportable

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the three

months ended March 31, 2022 and 2021:

following table summarizes the Company’s segment information for the following balance sheet dates presented, and for the six months

ended June 30, 2022 and 2021:

OF SEGMENT INFORMATION

Transformation Technology

Months Ended on March 31, 2022

Six Months Ended on June 30, 2022

Cost of Sales

( 1,625,942 )

( 1,665,227 )

Operating Expenses

( 1,320,957 )

( 2,129,974 )

( 4,521,153 )

Operating Loss

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( 1,958,215 )

Income (Expense)

( 3,307,803 )

Other Income (Expense)

( 3,039,097 )

( 10,579,541 )

( 14,383,397 )

Net Loss Before Income Tax

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( 12,537,756 )

( 17,691,200 )

Transformation Technology

Months Ended on March 31, 2021

Six Months Ended on June 30, 2021

Cost of Sales

( 6,125,201 )

( 6,305,804 )

Operating Expenses

( 1,910,582 )

( 8,321,318 )

(Loss) Income

( 10,926,830 )

Operating (Loss) Income

( 8,321,318 )

( 5,082,288 )

Other Expense

( 28,743,495 )

( 51,026,886 )

( 79,161,996 )

Net Loss Before Income Tax

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( 84,244,284 )

and Restricted Cash

June 30, 2022

Cash and Restricted Cash

December 31, 2021

Cash and Restricted Cash

REAL ESTATE ASSETS

of March 31, 2022 and December 31, 2021, real estate assets consisted of the following:

of June 30, 2022 and December 31, 2021, real estate assets consisted of the following:

OF REAL ESTATE ASSETS

March 31, 2022

December 31, 2021

Construction in Progress

Land Held for Development

Rental Properties, net

Total Real Estate Assets

Rental Properties,

Real Estate Assets

family residential properties

of March 31, 2022 and December 31, 2021, the Company owned 112 and 109 Single Family Residential Properties (“SFRs”) in Montgomery

and Harris Counties, Texas, respectively.

of June 30, 2022 and December 31, 2021, the Company owned 112 and 109 Single Family Residential Properties (“SFRs”), respectively.

The Company’s aggregate investment in those SFRs was $ 25.7 million.

Depreciation expense

was $ 140,635 and $ 0 in three months ended March 31, 2022 and 2022, respectively.

following table presents the summary of our SRFs as of March 31, 2022:

was $ 173,119 and $ 15,222 in the three months ended June 30, 2022 and 2021, respectively.

Depreciation expense was $ 318,743 and $ 15,222

in the six months ended June 30, 2022 and 2021, respectively.

These homes are located in Montgomery and Harris Counties, Texas.

following table presents the summary of our SRFs as of June 30, 2022:

OF SINGLE FAMILY RESIDENTIAL PROPERTIES

Aggregate investment

Average Investment per Home

Investment per Home

BUILDER DEPOSITS

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3rd Amendment to the Lot Purchase Agreement.

On March 31, 2022 and December 31, 2021, there was $ 0 and $ 31,553 held on deposit, respectively.

On June 30, 2022 and December 31, 2021, there was $ 0 and $ 31,553 held on deposit, respectively.

NOTES PAYABLE

of March 31, 2022 and December 31, 2021, notes payable consisted of the following:

of June 30, 2022 and December 31, 2021, notes payable consisted of the following:

OF NOTES PAYABLE

March 31, 2022

December 31, 2021

Australia Loan

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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

Other standard lender fees will apply in the event the L/C is drawn down.

The loan is a revolving line

The L/C Facility is not a revolving loan, and amounts advanced and repaid may not be re-borrowed.

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is secured by $ 2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland.

As of June 30,

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 $ 381,823 and 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.

As part of the transaction, the Company incurred loan origination fees and

closing fees in the amount of $ 381,823 and 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.

June 18, 2020, Alset EHome Inc.

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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 in the amount of $ 664,810 , together with all accrued interest of $ 25,225 , was paid off on May 28, 2021.

The loan was closed

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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

The PPP Loan was evidenced by a promissory note.

The PPP Term Note had a fixed annual rate of 1.00 %, with the first sixteen months of

principal and interest deferred until we applied for loan forgiveness.

The PPP Term Note was subject to acceleration upon the occurrence

of an event of default.

PPP Term Note is unsecured and guaranteed by the United States Small Business Administration.

PPP Term Note was unsecured and guaranteed by the United States Small Business Administration.

The Company applied to M&T Bank for

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incurred by the Company, calculated in accordance with the terms of the CARES Act.

As of March 31, 2022, we owed $ 68,502 to M&T Bank.

In April, 2022 the Company received confirmation that the loan was fully forgiven.

In April 2022 the Company received confirmation that

the PPP Loan was fully forgiven.

January 7, 2017, SeD Perth Pty Ltd (“SeD Perth”) entered into a loan agreement with National Australian Bank Limited (the

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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 4.48 % to 4.49 % per annum for the three months ended March 31, 2022 and from 4.12 % to 4.58 % per annum

for the three months ended 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,

the loan agreement, ranging from 4.12 % to 4.86 % per annum for the six months ended June 30, 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.

May 17, 2021, Alset International Limited entered into a Hire Purchase Agreement with Hong Leong Finance Limited to purchase a car for

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.

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.

May 17, 2021, Alset International Limited entered into an agreement with Hong Leong Finance Limited to purchase a car for business.

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.

RELATED PARTY TRANSACTIONS

Guarantees by Directors

of March 31, 2022 and December 31, 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.

of Shares and Warrants from APW

of June 30, 2022 and December 31, 2021, a director of the Company had provided personal guarantees amounting to approximately $ 0 and

$ 500,000 , respectively, to secure external loans from financial institutions for AEI and the consolidated entities.

of Shares and Warrants from APM

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.

of $ 0.0001 per share, from APM , for an aggregate purchase price of $ 122,039 .

warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from APM

were $ 860,342 as of July 17, 2020, the purchase date, $ 507,062 as of June 30, 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.

of Investment in Vivacitas to DSS

March 18, 2021, the Company sold equity investment in Vivacitas, a U.S.-based biopharmaceutical company, equaling to 2,480,000 shares

of common stock and a stock option to purchase 250,000 shares of Vivacitas common stock at $ 1 per share at any time prior to the date

March 18, 2021, the Company sold its equity investment in Vivacitas, a U.S.-based biopharmaceutical company, consisting of 2,480,000

shares of common stock and an option to purchase 250,000 shares of Vivacitas common stock at $ 1 per 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 our Company, holds a director position

on both Vivacitas and DSS.

Chan Heng Fai, our Chairman, CEO and founder, serves as a director of Vivacitas

and as the Executive Chairman of 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 .

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 $ 2,279,872 between the selling

price and our original investment cost was recorded as additional paid capital considering it was a related party transaction.

of stock in True Partners Capital Holding Limited

March 12, 2021, the Company purchased 62,122,908 ordinary shares of True Partners Capital Holding Limited for $ 6,729,629 from a related

The fair market value of stock on acquisition date was $ 10,003,689 .

The difference between purchase price and fair market value

of $ 3,274,060 was recorded as equity transaction on Company’s condensed consolidated statement of stockholders’ equity at

December 31, 2021.

The difference of $ 2,279,872

between the selling price and our original investment cost was recorded as additional paid capital, reflecting that it was a related

party transaction.

and Sale of Stock in True Partners Capital Holding Limited

March 12, 2021, the Company purchased 62,122,908

ordinary shares of True Partners Capital Holding Limited for $ 6,729,629

from a related party.

The fair market value of such stock on the acquisition date was $ 10,003,689 .

The difference between the purchase price and the fair market value of $ 3,274,060

was recorded as an equity transaction on Company’s condensed consolidated statement of stockholders’ equity at December

Pursuant to a Stock Purchase Agreement from February 2022, the Company sold 62,122,908

shares of True Partner to DSS Inc.

(through the transfer of subsidiary and otherwise), for a purchase price of 17,570,948

shares of common stock of DSS.

DSS shareholders approved the Stock Purchase Agreement on May 17, 2022 (which is deemed to be the

effective date of this transaction).

The transaction loss of $ 446,104 ,

which is the difference between the fair value of True Partner stock and fair value of DSS stock at the agreement’s effective

date, was recorded as other expense in the Company’s Statement of Operations.

Heng Fai provided an interest-free, due on demand advance to LiquidValue Development Pte.

and its subsidiary LiquidValue Development

Limited for the general operations.

As of March 31, 2022 and December 31, 2021, the outstanding balance was approximately $ 820,113 .

Limited for the general operations of such entities.

As of June 30, 2022 and December 31, 2021, the outstanding balance was approximately

$ 0 , and $ 820,113 , respectively.

Heng Fai provided an interest-free, due on demand advance to Alset EHome International for the Company’s general operations.

advance was paid back during the year ended December 31, 2021 and as of March 31, 2022 and December 31, 2021, the outstanding balance

advance was paid back during the year ended December 31, 2021 and as of June 30, 2022 and December 31, 2021, the outstanding balance

Heng Fai provided an interest-free, due on demand advance to SeD Perth Pty.

for its general operations.

As of March 31, 2022 and

As of June 30, 2022 and

December 31, 2021, the outstanding balance was $ 12,848 and $ 13,546 , respectively.

1 unchanged sentence

of $ 1,333,429 .

During the year ended December 31, 2021, the Company paid back all $ 1,333,429 and as of March 31, 2022 and December 31,

During the year ended December 31, 2021, the Company paid back all $ 1,333,429 and as of June 30, 2022 and December 31,

2021 the amount outstanding was $ 0 .

26 unchanged sentences

The loan was paid back in full

during 2021 and the outstanding balance was $ 0 as of March 31, 2022 and December 31, 2021.

Heng Fai provided an interest-free, due on demand advance to HengFeng Finance Limited for the general operations.

As of March 31, 2022

and December 31, 2021, the outstanding balance was $ 0 .

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 $ 20,000 for these consulting services.

The Company incurred expenses of $ 60,000 and $ 60,000 for the three months ended March 31,

2022 and 2021, respectively, which were capitalized as part of Real Estate on the Company’s Condensed Consolidated Balance Sheets

as the services relate to property and project management.

During 2021, MacKenzie Equity Partners was granted an additional $ 120,000

bonus payment.

On March 31, 2022 and December 31, 2021, the Company owed this related party $ 20,000 and $ 80,000 , respectively.

Receivable from Related Party Companies

during 2021 and the outstanding balance was $ 0 as of June 30, 2022 and December 31, 2021.

Equity Partners, LLC, an entity owned by Charles MacKenzie, the Chief Development Officer of the Company, has had a consulting agreement

with a majority-owned subsidiary of the Company since 2015.

Pursuant to the terms of the agreement, as amended on January 1, 2018, the

Company’s subsidiary paid a monthly fee of $ 20,000 for consulting services.

Pursuant to an agreement entered into in June of 2022,

the Company’s subsidiary has paid $ 25,000 per month for consulting services, effective as of January 2022.

addition, MacKenzie Equity Partners will be paid certain bonuses, including (i) a sum of $50,000 on June 30, 2022;

(ii) a sum of $50,000

upon the successful financing of 100 homes owned by American Housing REIT Inc.

with an entity not affiliated with SeD Development Management

LLC (a subsidiary of the Company);

and (iii) a sum of $50,000 upon the successful leasing of 30 homes in the Alset of Black Oak development.

Company incurred expenses of $ 60,000 and $ 180,000 in the three and six months ended June 30, 2021, respectively, and $ 140,000 and $ 200,000

in the three and six months ended June 30, 2022, respectively, which were capitalized as part of Real Estate on the balance sheet as

the services relate to property and project management.

In 2021, MacKenzie Equity Partners was paid a bonus payment of $ 120,000 .

2022, MacKenzie Equity Partners accrued an additional $ 50,000 bonus payment (as described above).

On June 30, 2022 and December 31, 2021,

the Company owed this related party $ 100,000 and $ 80,000 , respectively.

Receivable from Related Party

March 2, 2020 and on October 29, 2021, LiquidValue Asset Management Pte.

(“LiquidValue”) received two $ 200,000 Promissory

Notes and on October 29, 2021 Alset International received $ 8,350,000 Promissory Note from American Medical REIT Inc.

a company which is 15.8 % owned by LiquidValue as of March 31, 2022.

Chan Heng Fai and Chan Tung Moe are directors of American Medical

The notes carry interests of 8 % and are payable in two, three years and 25 months , respectively.

LiquidValue also received

warrants to purchase AMRE shares at the exercise price of $ 5.00 per share.

The amount of the warrants equals to the note principle divided

by the exercise price.

If AMRE goes to IPO in the future and IPO price is less than $10.00 per share, the exercise price shall be adjusted

downward to fifty percent (50%) of the IPO 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 March 31, 2022 and December 31, 2021,

the fair market value of the warrants was $ 0 .

The Company accrued $ 167,000 and $ 130,000 interest income as of March 31, 2022 and December

Notes and on October 29, 2021 Alset International received $ 8,350,000 Promissory

Note from American Medical REIT Inc.

(“AMRE”), a company which is 15.8 %

owned by LiquidValue as of June 30, 2022.

Chan Heng Fai and Chan Tung Moe are directors of American Medical REIT Inc.

carry interest rates of 8 %

and are payable

in two , three years and 25 months,

respectively.

LiquidValue also received warrants to purchase AMRE shares at the exercise price of $5.00 per share.

amount of the warrants equals to the note principal divided by the exercise price.

If AMRE goes to IPO in the future and IPO price

is less than $10.00 per share, the exercise price shall be adjusted downward to fifty percent (50%) of the IPO price.

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 %

As of December 31, 2021, the fair market value of the warrants was $ 0 .

The Company accrued $ 334,000 and $ 130,000 interest

income as of June 30, 2022 and December 31, 2021, respectively.

January 24, 2017, SeD Capital Pte Ltd, a 100 % owned subsidiary of Alset International lent $ 350,000 to iGalen Inc.

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renewed as due on demand after two years with 5% per annum interest rate.

As of December 31, 2020, the outstanding principle was $ 350,000

As of December 31, 2020, the outstanding principal was $ 350,000

and accrued interest $ 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 was

iGalen and concluded that possibility to repay this loan is not probable, and the principal and accrued interest total of $ 412,754 was

recorded as bad debt expense.

of March 31, 2022, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales company in Thailand of which

of June 30, 2022, the Company provided advances for operation of $ 236,699 to HWH World Co., a direct sales company in Thailand of which

the Company holds approximately 19 % ownership.

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 $ 3,000,000

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.

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

of overpayment to Chan Heng Fai.

As of March 31, 2022 Chan Heng Fai owes $ 1,185,251

Chan Heng Fai paid the overpayment back in April 2022.

first quarter of 2022, the Company lent a 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.

owed $ 476,250 to the Company.

Limited (“LVAML”), a subsidiary of DSS, pursuant to which BMI agreed to lend $ 3,000,000 to LVAML.

The loan has variable interest rate and matures

on October 12, 2022.

As of June 30, 2022 and December 31, 2021 LVAML owes $ 2,986,811 and $ 2,987,039 , respectively.

the first quarter of 2022,a subsidiary of the Company made a non-interest bearing advance in the amount of $ 476,250 on

behalf of Alset Investment Pte.

Ltd., a company 100 %

owned by one of our directors.

Such advance was made in connection with a private placement into Alset Capital Acquisition Corp.

its sponsor, Alset Acquisition Sponsor, LLC.

Alset Investment Pte.

agreed to pay back the full outstanding amount prior to the

end of September 2022.

In June 2022, Alset International Limited,

a subsidiary of the Company, entered into a stock purchase agreement with one of our directors and paid $ 1,746,279

to one of our directors as the consideration to purchase the stocks of Value Exchange International.

This transaction was terminated

under the agreement of both parties thereafter.

The director agreed to fully refund the amount of $ 1,746,279

or to work on a new stock sale deal with the Company in the third quarter of 2022.

Company paid some operating expenses for Alset Capital Acquisition Corp., a special purpose acquisition company of which the Company

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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 $ 0 , respectively.

On June 30, 2022 and December 31, 2021, the balance of these

advances was $ 0 .

November 24, 2020, American Pacific Bancorp.

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of the Company’s Series B Convertible Preferred Stock.

May 10, 2021, the Company entered into an 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

“May 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.

shares of Common Stock, the Pre-funded Warrants, and the Warrants were offered together, but the securities contained in the Common

May 10, 2021, the Company entered into an 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 “May 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.

Following the May Offering, all the investors exercised their

Pre-funded Units and additional 1,611,000 shares of common stock and Series A and Series B Warrants were issued.

Following the May Offering, all the investors exercised their Pre-funded Units

and an additional 1,611,000 shares of common stock and Series A and Series B Warrants were issued.

Company also granted the Underwriters a 45-day over-allotment option to purchase up to 808,363 additional shares of Common Stock and/or

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During the month of June 2021, Aegis

exercised its option to purchase an additional 808,363 common shares at a price of $ 5.07 per common share and as of March 31, 2022 still

exercised its option to purchase an additional 808,363 common shares at a price of $ 5.07 per common share and as of June 30, 2022 still

holds 808,363 Series B Warrants.

Through March 31, 2022, investors exercised 1,364,025 of Series A Warrants and 6,598 of Series B Warrants.

Through June 30, 2022, investors exercised 1,364,025 of Series A Warrants and 6,598 of Series B Warrants.

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and warrants, the Company issued 8,487,324

common shares.

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and

warrants, and the net proceeds to the Company were $ 39,765,440 .

Company incurred approximately $ 88,848 in expenses related to the May Offering and subsequent warrants exercises, including SEC

fees, FINRA fees, auditor fees and filing fees.

following table presents net funds received from the May Offering and warrants exercised as of March 31, 2022.

SCHEDULE OF NET FUNDS RECEIVED ON OFFERING AND WARRANTS EXERCISED

Amount received

As a result of the May Offering and subsequent exercise notice received for the pre-funded units and warrants, and the

net proceeds to the Company were $ 39,765,440 .

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

FINRA fees, auditor fees and filing fees.

following table presents net funds received from the May Offering and warrants exercised as of June 30, 2022.

SCHEDULE OF NET FUNDS

RECEIVED ON OFFERING AND WARRANTS EXERCISED

Exercise of Pre-Funded Units

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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

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

1 unchanged sentence

The Offering closed on July 30, 2021.

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 .

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 .

Company granted the Underwriters a 45-day over-allotment option to purchase up to 2,264,150 additional shares of Common Stock.

21 unchanged sentences

All of the Pre-Funded Warrants were exercised during 2021.

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.

following table presents net funds received from the July Offering and warrants exercised as of March 31, 2022.

Amount received

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.

following table presents net funds received from the July Offering and warrants exercised as of June 30, 2022.

Exercise of Pre-Funded Units

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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

At June 30, 2022 31,076,666

warrants were exercised, some in cashless exercise transactions.

1 unchanged sentence

fees, FINRA fees, auditor fees and filing fees.

following table presents net funds received from the December Offering and warrants exercised as of March 31, 2022.

Amount received

following table presents net funds received from the December Offering and warrants exercised as of June 30, 2022.

Exercise of Pre-Funded Units

1 unchanged sentence

Offering Expenses

March 31, 2022, there were 113,187,898 common shares issued and outstanding.

following table summarizes the warrant activity for the three months ended March 31, 2022.

OF WARRANT ACTIVITY

Exercise Price

Remaining Contractual

June 30, 2022, there were 148,507,188 common shares issued and outstanding.

following table summarizes the warrant activity for the six months ended June 30, 2022.

SCHEDULE OF WARRANT ACTIVITY

Warrants Outstanding as of December 31, 2021

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( 15,843,378 )

Forfeited, cancelled, expired

Warrants Outstanding as of March 31, 2022

Warrants Vested and exercisable at March 31, 2022

cancelled, expired

Warrants Outstanding as of June 30, 2022

Warrants Vested and exercisable at June 30,

Sale of Shares

the three months ended, March 31, 2021, the Company sold 250,000 shares of GigWorld to international investors for the amount of $ 250,000 ,

the six months ended June 30, 2021, the Company sold 280,000 shares of GigWorld to international investors for the amount of $ 280,000 ,

which was booked as addition paid-in capital.

1 unchanged sentence

After the sale, the Company still owns approximately 99 % of GigWorld’s total outstanding shares.

the three months ended March 31, 2021, the sales of GigWorld’s shares were de minimis compared to its outstanding shares and did

not change the minority interest.

the six months ended June 30, 2021, the sales of GigWorld’s shares were de minimis compared to its outstanding shares and did not

change the minority interest.

to Minority Shareholder

the three months ended March 31, 2021, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid

the six months ended June 30, 2021, SeD Maryland Development LLC Board approved the payment distribution plan to members and paid $ 1,151,500

in distribution to the minority shareholder.

8 unchanged sentences

was $ 73,292 with the issuance of 1,500,000 shares to an officer.

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

76.8 % as of December 31, 2021 to 77.0 % as of March 31, 2022.

In six months ended June 30, 2022 the Company purchased 6,137,900 shares

of Alset International from the market.

January 17, 2022 the Company entered into a 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 of 29,468,977 newly issued

shares of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai 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

Chan Heng Fai was 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.

Company had a Special Meeting of Stockholders to vote on the approval of this transaction on June 6, 2022.

to these transactions the Company’s ownership of Alset International changed from 76.8 % as of December 31, 2021 to 85.4 % as of

June 30, 2022.

Note Converted into Shares

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shares were issued on January 27, 2022.

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 March 31, 2022 in each calendar year through the end of their terms are as follows:

Statement on Form S-3

April 11, 2022 the Company filed a Registration Statement on Form S-3 using a “shelf” registration or continuous offering

Under this shelf registration process, the Company may, from time to time, sell any combination of the securities (common stock,

preferred stock, warrants, rights, units) described in the filed prospectus in one or more offerings up to a total aggregate offering

price of $ 75,000,000 .

Company generally rents its SFRs under lease agreements with a term of one or two years .

Future minimum rental revenue under existing

leases on our properties at June 30, 2022 in each calendar year through the end of their terms are as follows:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS

Total Future Receipts

Future Receipts

Management Agreements

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The Company pays its property managers a monthly property management fee for each property unit and a leasing fee.

For the three months ended March 31, 2022 and 2021, property management fees incurred by the property managers were $ 11,025 and $ 0 , respectively.

For the three months ended March 31, 2022 and 2021, leasing fees incurred by the property managers were $ 25,790 and $ 0 , respectively.

For the three months ended June 30, 2022 and 2021, property management fees incurred by the property managers were $ 20,990 and $ 2,740 ,

respectively.

For the six months ended June 30, 2022 and 2021, property management fees incurred by the property managers were $ 32,015

and $ 2,740 , respectively.

For the three months ended June 30, 2022 and 2021, leasing fees incurred by the property managers were $ 87,035

and $ 14,475 , respectively.

For the six months ended June 30, 2022 and 2021, leasing fees incurred by the property managers were $ 112,825

and $ 14,475 , respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME

is a summary of the changes in the balances of accumulated other comprehensive income, net of tax:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX

Unrealized Gains and Losses on Security Investment

Foreign Currency Translations

Change in Minority Interest

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX

Gains and Losses on Security Investment

Currency Translations

in Minority Interest

Balance at January 1, 2022

$ ( 367,895 )

Other Comprehensive Income

Other Comprehensive

Balance at March 31, 2022

$ ( 867,862 )

Unrealized Gains and Losses on Security Investment

Foreign Currency Translations

Change in Minority Interest

Balance at January 1, 2021

Other Comprehensive Income

( 3,002,167 )

Balance at June 30, 2022

$ ( 3,870,029 )

Gains and Losses on Security Investment

Currency Translations

in Minority Interest

Balance at January 1, 2021

Other Comprehensive

( 1,010,527 )

( 1,050,729 )

Balance at March 31, 2021

$ ( 104,988 )

Balance at Beginning

$ ( 104,988 )

Other Comprehensive Income

( 1,133,432 )

Balance at June 30, 2021

$ ( 448,213 )

Balance at End

INVESTMENTS MEASURED AT FAIR VALUE

assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as

of March 31, 2022 and December 31, 2021:

OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

of June 30, 2022 and December 31, 2021:

SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurement Using

March 31, 2022

June 30, 2022

Investment Securities- Fair Value

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Convertible Note Receivable

Warrants - American Premium Water

Warrants - AMRE

Investment Securities - Fair Value NAV as Practical Expedient

Total Investment in securities at Fair Value

Value Measurement Using

Warrants - American

Premium Mining

Investment Securities

- Fair Value NAV as Practical Expedient

Total Investment in

securities at Fair Value

Value Measurement Using

December 31, 2021

Investment Securities- Fair Value

Investment Securities- Trading

Convertible Note Receivable

Warrants - American Premium

Warrants - American Premium Mining

Warrants - AMRE

Total Investment in securities

at Fair Value

loss on investment securities for the three months ended March 31, 2022 was $ 3,436,783 and realized loss on investment securities for

the three months ended March 31, 2021 was $ 258,245 .

Unrealized loss on securities investment was $ 3,899,015 and $ 9,535,009 in the three

months ended March 31, 2022 and 2021, respectively.

Total Investment in

securities at Fair Value

loss on investment securities for the six months ended June 30, 2022 was $ 6,355,451 and realized gain on investment securities for the

six months ended June 30, 2021 was $ 296,961 .

Unrealized loss on securities investment was $ 10,766,390 and $ 30,703,914 in the six months

ended June 30, 2022 and 2021, respectively.

These gains and losses were recorded directly to net income (loss).

The change in

fair value of the convertible note receivable in the three months ended March 31, 2022 and 2021 was $ 9,123 and $ 1,987 , respectively,

and was recorded in condensed consolidated statements of stockholders’ equity.

The change in fair value

of the convertible note receivable in the six months ended June 30, 2022 and 2021 was $ 9,714 and $ 37,909 , respectively, and was recorded

in condensed consolidated statements of stockholders’ equity.

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.

stock price from the local stock exchange to calculate fair value.

The following chart shows details of the fair value of equity security

investment at March 31, 2022 and December 31, 2021, respectively.

investment at June 30, 2022 and December 31, 2021, respectively.

SCHEDULE OF FAIR VALUE OF EQUITY SECURITY INVESTMENT

DSS (Related Party)

Investment in Securities at Fair Value

AMBS (Related Party)

Investment in Securities at Fair Value

Holista (Related Party)

Investment in Securities at Fair Value

American Premium Water (Related Party)

Investment in Securities at Fair Value

Value Exchange

Investment in Securities at Fair Value

Alset Capital Acquisition - Common Stock (Related Party)

Investment in Securities at Fair Value

Alset Capital Acquisition – Unit (Related Party)

Investment in Securities at Fair Value

Trading Stocks

Investment in Securities at Fair Value

Total Level 1 Equity Securities

Investment in Securities at Cost

Total Equity Securities

DSS (Related Party)

Investment in Securities at Fair Value

Investment in Securities at Fair

AMBS (Related Party)

2 unchanged sentences

Investment in Securities at Fair Value

American Premium Water (Related Party)

Investment in Securities at Fair Value

American Premium Mining

(Related Party)

Investment in Securities at Fair Value

3 unchanged sentences

Investment in Securities at Fair Value

Total Level 1 Equity Securities

Investment in Securities at Cost

Total Equity Securities

Level 1 Equity Securities

Investment in Securities at

in Securities at Cost

Equity Securities

(Related Party)

in Securities at Fair Value

(Related Party)

in Securities at Fair Value

(Related Party)

in Securities at Fair Value

Premium Mining (Related Party)

in Securities at Fair Value

Level 1 Equity Securities

in Securities at Cost

Equity Securities

convertible preferred stock

the three months ended March 31, 2021, Global BioMedical Pte Ltd.

held 42,575 preferred stock of DSS which could convert to 6,570,216

common shares of DSS.

the six months ended June 30, 2021, Global BioMedical Pte Ltd.

converted 42,575 preferred stock of DSS into 6,570,170 common shares of

Services Convertible Note

fair value of the Sharing Services Convertible Note under level 3 category as of March 31, 2022 and December 31, 2021 was calculated

using a Black-Scholes valuation model valued with the following weighted average assumptions:

fair value of the Sharing Services Convertible Note under level 3 category as of June 30, 2022 and December 31, 2021 was calculated using

a Black-Scholes valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

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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 months ended March 31, 2022 and 2021:

the three and six months ended June 30, 2022 and 2021:

SCHEDULE OF CHANGE IN FAIR VALUE

1 unchanged sentence

Balance at March 31, 2022

Balance at June 30, 2022

Balance at January 1, 2021

Balance at March 31, 2021

Balance at June 30, 2021

Com Convertible Bond

4 unchanged sentences

$ 21.26 , per common share of Vector Com.

As of March 31, 2022, the management estimated that the fair value of this note remained unchanged

As of June 30, 2022, the management estimated that the fair value of this note remained unchanged

from its initial purchase price.

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 two $ 200,000 promissory notes.

For further details on this transaction, refer to Note 8 - Related

Party Transactions, Note Receivable from a Related Party Company .

As of March 31, 2022 and December 31, 2021, AMRE was a private

Based the management’s analysis, the fair value of the warrants was $ 0 as of March 31, 2022 and December 31, 2021.

warrants were converted into common shares in March 2022.

March 2, 2020 and October 29, 2021, the Company received warrants to purchase shares of AMRE, a related party private company, in conjunction

with the Company lending two $ 200,000 promissory notes.

For further details on this transaction, refer to Note 8 - Related Party Transactions,

Note Receivable from a Related Party Company .

As of June 30, 2022 and December 31, 2021, AMRE was a private company.

management’s analysis, the fair value of the warrants was $ 0 as of December 31, 2021.

All warrants were converted into common shares

in March 2022.

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 .

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 APB warrants under

level 3 category through a Black Scholes option pricing model and the fair value of the warrants from APW was $ 815,514 as of March 31,

of $ 0.0001 per share, from APM , for an aggregated purchase price of $ 122,039 .

the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of APM

for the total consideration of $ 232,000 , leaving the balance of outstanding warrants of 988,390,000 at December 31, 2021.

did not exercise any warrants during six months ended June 30, 2022.

We value APB warrants under level 3 category through a Black Scholes

option pricing model and the fair value of the warrants from APM was $ 507,062 as of June

30, 2022 and $ 1,009,854 as of December 31, 2021.

fair value of the APW warrants under level 3 category as of March 31, 2022 and December 31, 2021 was calculated using a Black-Scholes

valuation model valued with the following weighted average assumptions:

fair value of the APM warrants under level 3 category as of June 30, 2022 and December 31,

2021 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:

SCHEDULE OF SIGNIFICANT INPUTS AND ASSUMPTIONS

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SeD Maryland Development signed Fourth Amendment to the Lot Purchase Agreement, pursuant to which NVR agreed to purchase all of the new

the three months ended on March 31, 2022 and 2021, NVR purchased 3 lots and 27 lots, respectively.

Through March 31, 2022 and December

31, 2021, NVR had purchased a total of 479 and 476 lots, respectively.

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.

the three months ended on June 30, 2022 and 2021, NVR purchased 0 and 31 lots, respectively.

During the six months ended on June 30,

2022 and 2021, NVR purchased 3 and 58 lots, respectively.

Through June 30, 2022 and December 31, 2021, NVR had purchased a total of 3

and 476 lots, respectively.

arrangements for the sale of buildable lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment.

Under ASC 606, the credits to NVR are not in exchange for a distinct good or service and accordingly, the amount of the credit was recognized

as the reduction of revenue.

As of June 30, 2022 and December 31, 2021, the accrued balance due to NVR was $ 189,475

and $ 188,125 , respectively.

Company leases offices in Maryland, Singapore, Magnolia, Texas, Hong Kong and South Korea through leased spaces aggregating approximately

15,811 square feet, under leases expiring on various dates from April 2022 to March 2024.

15,811 square feet, under leases expiring on various dates from August 2022 to March 2024.

The leases have rental rates ranging from

$ 2,300 to $ 21,500 per month.

Our total rent expense under these office leases was $ 156,470 and $ 140,271 in the three months ended March 31,

Our total rent expense under these office leases was $ 156,470 and $ 140,271 in the three months ended June

30, 2022 and 2021, respectively.

Our total rent expense under these office leases was $ 312,940 and $ 272,985 in the six months ended June

30, 2022 and 2021, respectively.

The following table outlines the details of lease terms:

5 unchanged sentences

2020 to August 2022

2021 to April 2022

2022 - on month to month basis

Maryland, USA

11 unchanged sentences

were used as the discount rates.

The balances of operating lease right-of-use assets and operating lease liabilities as of March 31,

The balances of operating lease right-of-use assets and operating lease liabilities as of June 30, 2022

were $ 479,528 and $ 484,682 respectively.

The balances of operating lease right-of-use assets and operating lease liabilities as

of December 31, 2021 were $ 659,620 and $ 667,343 , respectively.

table below summarizes future payments due under these leases as of March 31, 2022.

the Years Ended March 31:

The balances of operating lease right-of-use assets and operating lease liabilities as of December

31, 2021 were $ 659,620 and $ 667,343 , respectively.

table below summarizes future payments due under these leases as of June 30, 2022.

the Years Ended June 30:

SCHEDULE OF LEASE PAYMENTS

2 unchanged sentences

Present Value of Future Minimum Lease Payments

Current Obligations under Leases

Current Obligations

Long-term Lease Obligations

6 unchanged sentences

their maximum efforts in the creation of shareholder value.

As of March 31, 2022 and December 31, 2021, there have been no options granted.

As of June 30, 2022 and December 31, 2021, there have been no options granted.

The reservation of shares under the Incentive Compensation Plan was cancelled in May of 2021.

3 unchanged sentences

non-executive directors (including the independent directors) are eligible to participate in the 2013 Plan.

following tables summarize stock option activity under the 2013 Plan for the three months ended March 31, 2021:

following tables summarize stock option activity under the 2013 Plan for the six months ended June 30, 2022:

SCHEDULE OF OPTION ACTIVITY

Options for Common Shares

Exercise Price

Remaining Contractual Term (Years)

Aggregate Intrinsic Value

for Common Shares

Contractual Term (Years)

Intrinsic Value

Outstanding as of January 1, 2021

Vested and exercisable at January 1, 2021

Forfeited, cancelled, expired

Forfeited, cancelled,

Outstanding as of December 31, 2021

1 unchanged sentence

Forfeited, cancelled, expired

Outstanding as of March 31, 2022

Vested and exercisable at March 31, 2022

Outstanding as of June 30, 2022

Vested and exercisable at June 30, 2022

SUBSEQUENT EVENTS

April 8, 2022 the Company received confirmation from Small Business Administration that the PPP loan together with accrued interest was

fully forgiven.

April 11, 2022 the Company filed Registration Statement on Form S-3 using a “shelf” registration or continuous offering process.

Under this shelf registration process, the Company may, from time to time, sell any combination of the securities (common stock, preferred

stock, warrants, rights, units) described in the filed prospectus in one or more offerings up to a total aggregate offering price of

$ 75,000,000 .

April 29, 2022 Chan Heng Fai paid back the overpayment made to him of $ 1,185,251 for the bonus paid to him in January 2022.

July 12, 2022, Alset International Limited (“AIL”), entered into Amendment No.

1 (the “First Amendment”) to the

Assignment and Assumption Agreement originally entered into on February 25, 2022 (the “Assumption Agreement”) with DSS, Inc.

Pursuant to the Assumption Agreement, DSS agreed to purchase a convertible promissory note with the face value

of $ 8,350,000 together with accrued interest from AIL (the “Note”) for a purchase price of 21,366,177 shares of DSS’s

common stock, subject to adjustment in the event that the transaction closed after May 15, 2022.

The Note was issued by American Medical

(“AMRE”), pursuant to a subscription agreement, dated as of October 29, 2021 between AIL and AMRE.

The First Amendment

revised the Assumption Agreement to remove the adjustment provision.

On July 12, 2022, the transactions contemplated by the Assumption

Agreement and the First Amendment were consummated, AIL assigned the Note to DSS, and DSS issued to AIL 21,366,177 shares of DSS’s

common stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements