What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-08-15 compared with 2022-05-13 · 231 added, 182 removed, 181 unchanged (70% of the section changed)

19 unchanged sentences

Maryland in our real estate segment.

Recently, the Company expanded its real estate portfolio to single family rental homes, and

we currently own 112 homes that are rented or are available for rent.

We have designed applications for enterprise messaging and

e-commerce software platforms in the United States and Asia in our digital transformation technology business unit.

Our biohealth segment

includes the sale of consumer products.

As of March 31, 2022,

additional interests we held included a 41.3% equity interest in American Pacific Bancorp Inc., an indirect 15.8% equity interest in

Holista CollTech Limited, a 15.5% equity interest in True Partner Capital Holding Limited, a 28.2% equity interest in DSS Inc.

(“DSS”), an 18% equity interest in Value Exchange International, Inc., a 7.7% equity interest in American Premium Water

Corp., and an interest in Alset Capital Acquisition Corp.

Recently, the Company expanded its real estate portfolio to single family rental homes, and we currently

own 112 homes that are rented or are available for rent.

We have designed applications for enterprise messaging and e-commerce software

platforms in the United States and Asia in our digital transformation technology business unit.

Our biohealth segment includes the sale

of consumer products.

of June 30, 2022, additional interests we held, both directly and indirectly, included a 41.3% equity interest in American Pacific Bancorp

Inc., a 15.8% equity interest in Holista CollTech Limited, a 45.2% equity interest in DSS Inc.

(“DSS”), an 18% equity interest

in Value Exchange International, Inc., a 0.8% equity interest in American Premium Mining Corporation., and an interest in Alset Capital

Acquisition Corp.

(“Alset Capital”).

American Pacific Bancorp Inc.

financial network holding company.

Holista CollTech Limited is a public Australian company that produces natural food ingredients

True Partner Capital Holding Limited is a public Hong Kong company which operates as a fund management company in the

and Hong Kong.

DSS is a multinational company operating businesses within nine divisions:

product packaging, biotechnology,

direct marketing, commercial lending, securities and investment management, alternative trading, digital transformation, secure

living, and alternative energy.

is a financial network holding company.

Holista CollTech

Limited is a public Australian company that produces natural food ingredients (ASX:

DSS is a multinational company operating businesses

within nine divisions:

product packaging, biotechnology, direct marketing, commercial lending, securities and investment management,

alternative trading, digital transformation, secure living, and alternative energy.

is listed on the NYSE American (NYSE:

Value Exchange International, Inc.

provider of information technology services for businesses, and is traded on the OTCQB (OTCQB:

American Premium Water Corp.

is a publicly traded company that was engaged in the sale of consumer products (OTCPK:

Subsequent to the period covered by

this report, American Premium Water Corp.

changed its name to American Premium Mining Corporation to reflect its new line of

business, crypto-mining.

Our equity interest in American Premium Mining Corporation has been reduced to 0.8% following stock

issuances by that company.

Alset Capital is a newly organized blank check company formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

businesses and is listed on the Nasdaq (Nasdaq:

ACAXU, ACAX, ACAXW and ACAXR).

is a provider of information technology services for businesses, and is traded on the OTCQB (OTCQB:

American Premium Mining Corporation is a publicly traded company that is engaged in crypto-mining (OTCPK:

Alset Capital

is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses and is listed on the Nasdaq (Nasdaq:

ACAXW and ACAXR).

of Securities of True Partner Limited

January 18, 2022, the Company entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company has agreed to sell,

January 18, 2022, the Company entered into a stock purchase agreement with DSS, Inc., pursuant to which the Company agreed to sell,

through the transfer of subsidiary and otherwise, 62,122,908 shares of stock of True Partner Capital Holding Limited in exchange for

11,397,080 shares of the common stock of DSS.

On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with DSS,

Inc., pursuant to which the Company has agreed to replace the January 18, 2022 agreement with a new agreement to sell a subsidiary holding

44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital

Holding Limited (for a total of 62,122,908 shares, representing all of our shares in such entity) in exchange for 17,570,948 shares of

common stock of DSS (the “DSS Shares”).

The issuance of the DSS Shares will be subject to the approval of the NYSE American

(on which the common stock of DSS is listed) and DSS’s shareholders.

On February 28, 2022 the Company entered into a revised Stock Purchase Agreement with

DSS, Inc., pursuant to which the Company has agreed to replace the January 18, 2022 agreement with a new agreement to sell a

subsidiary holding 44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares

of True Partner Capital Holding Limited (for a total of 62,122,908 shares, representing all of our shares in such entity) in

exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”).

The issuance of the DSS Shares was subject to

the approval of the NYSE American (on which the common stock of DSS is listed) and DSS’s shareholders.

The shareholders of DSS

approved this transaction on May 17, 2022, and the transaction subsequently closed.

of Shares of DSS

6 unchanged sentences

of Note to DSS

February 25, 2022, Alset International entered into an assignment and assumption agreement with DSS pursuant to which DSS has agreed

to purchase a convertible promissory note from Alset International.

The note has a principal amount of $8,350,000 and accrued but unpaid

interest of $367,400 through May 15, 2022.

The note was issued by American Medical REIT, Inc.

The consideration to be paid for the note

will be 21,366,177 shares of DSS’s common stock.

The number of DSS shares to be issued as consideration was calculated by dividing

$8,717,400, the aggregate of the principal amount and the accrued but unpaid interest under the Note, by $0.408 per share.

of shares of DSS common stock to be issued as consideration may be adjusted based on the accrued interest if the parties should agree

to close this transaction on a date other than the originally anticipated date of May 15, 2022.

The closing of the assumption agreement

and the issuance of the DSS shares described above will be subject to the approval of the NYSE American and DSS’s shareholders.

February 25, 2022, Alset International entered into an assignment and assumption agreement with DSS ( the

“Assumption Agreement”) pursuant to which DSS agreed to purchase a convertible promissory note from Alset International.

note has a principal amount of $8,350,000 and had accrued but unpaid interest of $367,400 through May 15, 2022.

The note was issued by

American Medical REIT, Inc.

The consideration paid for the note was 21,366,177 shares of DSS’s common stock.

The number of DSS shares

issued as consideration was calculated by dividing $8,717,400, the aggregate of the principal amount and the accrued but unpaid interest

under the Note, by $0.408 per share.

The closing of the Assumption Agreement and the issuance of the DSS shares described above was subject

to the approval of the NYSE American and DSS’s shareholders.

The shareholders of DSS approved this transaction on May 17, 2022.

On July 12, 2022, Alset International entered into Amendment No.

1 to the Assumption Agreement.

Amendment No.

1 revised the Assumption Agreement to remove an adjustment provision.

On July 12, 2022, the transactions contemplated by

the Assumption Agreement and Amendment No.

1 were consummated, Alset International assigned the Note to DSS, and DSS issued to Alset International

21,366,177 shares of DSS’s common stock.

of Alset International shares

January 17, 2022 the Company entered into securities purchase agreement with Chan Heng Fai, pursuant to which the Company agreed to purchase

from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price 29,468,977 newly issued shares of the Company’s

common stock.

On February 28, 2022, the Company and Mr.

Chan entered into an amendment to this securities purchase agreement pursuant

to which the Company shall purchase these 293,428,200 ordinary shares of Alset International for a purchase price of 35,319,290 newly

issued shares of the Company’s common stock.

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 Mr.

Chan is subject to approval of the Nasdaq

and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately 8.4% of the 3,492,713,362

total issued and outstanding shares of Alset International.

The Company has scheduled a Special Meeting of Stockholders to vote on the

approval of this transaction for June 6, 2022.

Chan is subject

to approval of the Nasdaq and the Company’s stockholders.

These 293,428,200 ordinary shares of Alset International represent approximately

8.4% of the 3,492,713,362 total issued and outstanding shares of Alset International.

The Company had a Special Meeting of Stockholders

to vote on the approval of this transaction on June 6, 2022.

Public Offering of Alset Capital Acquisition Corp.

26 unchanged sentences

by the Company’s Chairman, Chief Executive Officer and largest stockholder, Chan Heng Fai.

Company has scheduled a Special Meeting of Stockholders on June 6, 2022, to approve the reincorporation of the Company in Texas and the

change of the Company’s name to “Alset Inc.” Should stockholders approve the new name, we believe that such new name

will more fully reflect its current business model.

a Special Meeting of Stockholders on June 6, 2022, the stockholders approved the reincorporation of the Company in Texas and the change

of the Company’s name to “Alset Inc.” The management believes that such new name will more fully reflect its current

business model.

Impact of the COVID-19 Pandemic

4 unchanged sentences

business, including demand for real estate.

From March 2020 through the first quarter of 2022, we continued to sell lots at our

Ballenger Run project (in Maryland) to NVR for the construction of single-family homes.

At this time, all of the lots at Ballenger

Run have been sold to NVR, however we continue to complete our development requirements under our agreements with NVR.

We do not anticipate

that the COVID-19 pandemic will have a material impact on the timing of the completion of our remaining tasks at Ballenger Run.

have received strong indications that buyers and renters across the country are expressing interest in moving from more densely

populated urban areas to the suburbs.

We believe this trend, should it continue, will encourage interest in our Lakes at Black

Oak project, an Alset EHome community.

COVID-19 pandemic could impact the ability of our staff and contractors to continue to work, and our ability to conduct our

operations in a prompt and efficient manner.

In 2020, we experienced a slowdown in the construction of a clubhouse at the

Ballenger Run project, which was completed behind schedule.

We believe this delay was caused in part by policies requiring lower

numbers of contractors working in indoor space.

The infrastructure design, engineering and construction for the Black Oak

project, and other planned projects, could be impacted by the COVID-19 pandemic in the future.

In addition, we believe the COVID-19

pandemic could continue to have an impact on supply chains and commodities in the future, which may impact our real estate

business by causing increased costs and longer project durations.

From March 2020 through the second quarter of 2022, we continued to sell lots at our Ballenger

Run project (in Maryland) to NVR for the construction of single-family homes.

At this time, all of the lots at Ballenger Run have been

sold to NVR, however we continue to complete our development requirements under our agreements with NVR.

We do not anticipate that the

COVID-19 pandemic will have a material impact on the timing of the completion of our remaining tasks at Ballenger Run.

have received strong indications that buyers and renters across the country are expressing interest in moving from more densely populated

urban areas to the suburbs.

We believe this trend, should it continue, will encourage interest in our Lakes at Black Oak project, an

Alset EHome community.

COVID-19 pandemic could impact the ability of our staff and contractors to continue to work, and our ability to conduct our operations

in a prompt and efficient manner.

In 2020, we experienced a slowdown in the construction of a clubhouse at the Ballenger Run project,

which was completed behind schedule.

We believe this delay was caused in part by policies requiring lower numbers of contractors working

in indoor space.

The infrastructure design, engineering and construction for the Black Oak project, and other planned projects, could

be impacted by the COVID-19 pandemic in the future.

In addition, we believe the COVID-19 pandemic could continue to have an impact on

supply chains and commodities in the future, which may impact our real estate business by causing increased costs and longer project

COVID-19 pandemic may adversely impact the timeliness of local government in granting required approvals.

1 unchanged sentence

may cause the completion of important stages in our real estate projects to be delayed.

Other Business Activities

Business Activities

COVID-19 pandemic may adversely impact our potential to expand our business activities in ways that are difficult to assess or predict.

12 unchanged sentences

staff in Singapore and Hong Kong has been able to work from home when needed with minimal impact on our operations, however our staff’s

ability to travel between our Hong Kong and Singapore offices has been significantly limited, and our staff’s travel between the

offices has been suspended since March 2020.

The COVID-19 pandemic has also impacted the frequency with which our management

would otherwise travel to the Black Oaks project;

ability to travel between our Hong Kong and Singapore offices and our staff’s travel between the U.S.

significantly limited until earlier this year.

The COVID-19 pandemic also impacted the frequency with which our management would otherwise

travel to the Black Oak project in 2020 and 2021;

however, we have a contractor in Texas providing supervision of the project.

7 unchanged sentences

number of our staff to work due to illness or the illness of a family member could adversely impact our operations.

Business Developments in our Home Rental Business

the Company expanded its real estate portfolio to single family rental houses.

During 2021 and early 2022, the Company, through its subsidiaries,

acquired 112 homes in Montgomery and Harris Counties, Texas.

forty-four of the 112 rental homes that were acquired, as part of our commitment to advancing smart and healthy sustainable living,

we have installed Tesla PV solar panels and Powerwalls.

We are reviewing plans to add solar panels and related technologies at the balance

of the single-family rental homes, where feasible.

In addition, we have added technologies at many of the single-family rental homes

such as (i) smart solar, thermostat, and energy usage controls;

(ii) smart lighting controls;

(iii) smart locks and security;

smart home automation devices.

We believe these and other technologies will be attractive to renters and we continue to build and pursue

strategic, technological partnerships that will assist us as we expand our real estate business to include building homes for rent and

building homes for sale in the future.

Company has entered into a property management agreement with the property managers under which the property managers generally oversee

and direct the leasing, management and advertising of the properties in our portfolio, including collecting rents and acting as liaison

with the tenants.

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

that May or Are Currently Affecting Our Business

7 unchanged sentences

of Operations

of Statements of Operations for the Three Months Ended March 31, 2022 and 2021

of Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021

Three- Months Ended

Six-months Ended

Operating Expenses

$ (3,605,778 )

$ (6,010,359 )

Other Expense

$ (6,054,798 )

$ (8,949,966 )

Income Tax Expense

Other Expenses

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

$ (3,933,732 )

Digital Transformation Technology

Total revenue

$ (5,617,092 )

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

Three Months Ended

$ (6,553,757 )

Digital Transformation Technology

Total revenue

$ (9,271,769 )

was $1,952,237 and $5,606,914 for the three months ended March 31, 2022 and 2021, respectively.

The decrease in property sales from the

Ballenger Project and direct sales from our indirect subsidiary HWH World in the first quarter of 2022 contributed to lower revenue in

those periods.

In the first three months of 2022 the last three homes in Ballenger Project were sold.

In this project, builders are required

to purchase a minimum number of lots based on their applicable sale agreements.

was $926,340 and $6,543,543 for the three months ended June 30, 2022 and 2021, respectively.

Revenue was $2,878,577 and $12,150,346 for

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

The decrease in property sales from the Ballenger Project and direct sales

from our indirect subsidiary HWH World in the first six months of 2022 contributed to lower revenue in those periods.

In the first six

months of 2022 the last three homes in Ballenger Project were sold.

In this project, builders are required to purchase a minimum number

of lots based on their applicable sale agreements.

We collect revenue from the sale of lots to builders.

We are not involved in the construction of homes at the present time.

We are not involved in the construction

of homes at the present time.

from the sale of Front Foot Benefits (“FFBs”), assessed on Ballenger project lots, decreased from $141,575 in the three months

ended March 31, 2021 to $77,012 in the three months ended March 31, 2022.

ended June 30, 2021 to $37,725 in the three months ended June 30, 2022.

Income from the sale of FFBs, decreased from $248,646 in the

six months ended June 30, 2021 to $116,088 in the six months ended June 30, 2022.

The decrease is a result of the decreased sale of properties

1 unchanged sentence

the second quarter of 2021, the Company started renting homes to tenants.

Revenue from this rental business was $232,582 in the three

months ended March 31, 2022.

The Company expects that the revenue from this business will continue to increase as we acquire more rental

houses and successfully rent them.

Revenue from this rental business was $403,900 and $21,947

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

Revenue from rental business was $636,482 and $21,947 in the six months

ended June 30, 2022 and 2021, respectively.

The Company expects that the revenue from this business will continue to increase as we acquire

more rental houses and successfully rent them.

recent years, the Company expanded its biohealth segment to the Korean market through one of the subsidiaries of Health Wealth Happiness

1 unchanged sentence

HWH World operates based on a direct sale model of health supplements.

recognized $617,471 and $1,712,783 in revenue in three months ended March 31, 2022 and 2021, respectively.

The decrease in revenue from

HWH World is caused mainly by decreased sales of annual memberships.

recognized $132,222 and $1,958,890 in revenue in three months ended June 30, 2022 and 2021, respectively.

HWH World recognized $749,693

and $3,671,673 in revenue in six months ended June 30, 2022 and 2021, respectively.

The decrease in revenue from HWH World is caused

mainly by decreased sales of annual memberships, as management is in the process of reorganizing its business model in South Korea.

In June 2022 the Company’s subsidiary GigWorld Inc., operating under

our Digital Transformation Technology segment, started providing services to its customer in Hong Kong generating revenue of $7,701 as

of June 30, 2022.

category described as “Other” includes corporate and financial services and new venture businesses.

3 unchanged sentences

financial services and new venture businesses are small and diversified, and accordingly they are not separately addressed as one independent

In the three months ended March 31, 2022 and 2021, the revenue from other businesses was $60,660 and $0, respectively, generated

by Singaporean café shop.

In the three months ended June 30, 2022 and 2021, the revenue from other businesses was $143,308 and $0, respectively, generated

by a Singaporean café shop operated by a subsidiary of the Company.

In the six months ended June 30, 2022 and 2021, the revenue

from other businesses was $203,968 and $0, respectively, generated by this Singaporean café shop.

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

Three Months Ended

$ (1,978,136 )

Digital Transformation Technology

Total Cost of Revenues

$ (2,057,273 )

of revenues decreased from 3,697,854 in the three months ended March 31, 2021 to $1,114,550 in the three months ended March 31, 2022,

as a result of the decrease in sales in the Ballenger Run project and HWH World sales.

$ (4,499,259 )

Digital Transformation Technology

Total Cost of Revenues

$ (4,640,577 )

of revenues decreased from $2,607,950 in the three months ended June 30, 2021 to $550,677 in the three months ended June 30, 2022.

of revenues decreased from 6,305,804 in the six months ended June 30, 2021 to $1,665,227 in the six months ended June 30, 2022.

is a result of the decrease in sales in the Ballenger Run project and HWH World sales.

Capitalized construction expenses, finance costs

1 unchanged sentence

We anticipate the total cost of revenues to increase as revenue increases.

gross margin decreased from $1,909,060 to $837,687 in the three months ended March 31, 2021 and 2022, respectively.

The decrease of gross

margin was caused by the decrease in sales in the Ballenger Run project and HWH World sales.

gross margin decreased from $3,935,482 to $375,663 in the three months ended June 30, 2021 and 2022, respectively.

The gross margin decreased

from $5,844,542 to $1,213,350 in the six months ended June 30, 2021 and 2022, respectively.

The decrease of gross margin was caused by

the decrease in sales in the Ballenger Run project and HWH World sales.

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

Three Months Ended

Digital transformation technology

Total operating expenses

$ (6,581,587 )

Digital transformation technology

Total operating expenses

$ (6,405,677 )

increase of operating expenses of real estate in 2022 compared with 2021 was mostly caused by the increase in sales and rental related

1 unchanged sentence

connected to decreased sales.

Additionally, the increase in professional fees and employee salaries and bonuses in our other businesses

contributed to increased operating expenses in three months ended March 31, 2022, as compared to the same period in 2021.

Income (Expense)

the three months ended March 31, 2022, the Company had other expense of $6,054,798 compared to other expenses of $8,949,966 in the three

months ended March 31, 2021.

The change in realized and unrealized loss on securities investments are the primary reasons for the volatility

in these two periods.

Unrealized loss on securities investment was $3,899,015 in the three months ended March 31, 2022, compared to $9,535,009

loss in the three months ended March 31, 2021.

Realized loss on security investment was $3,436,783 the three months ended March 31, 2022,

compared to a loss of $258,245 in the three months ended March 31, 2021.

the three months ended March 31, 2022 the Company had net loss of $7,930,453 compared to net loss of $9,804,748 in the three months ended

March 31, 2021.

In the three months ended June

30, 2022, the Company had other expense of $8,328,599 compared to other expenses of $70,212,030 in the three months ended June 30, 2021.

In the six months ended June 30, 2022, the Company had other expense of $14,383,397 compared to other expenses of $79,161,996 in the six

months ended June 30, 2021.

The change in realized and unrealized loss on securities investments and finance costs are the primary reasons

for the volatility in these two periods.

Unrealized loss on securities investment was $6,867,375 in the three months ended June 30, 2022,

compared to $21,168,905 loss in the three months ended June 30, 2021.

Unrealized loss on securities investment was $10,766,390 in the

six months ended June 30, 2022, compared to $30,703,914 loss in the six months ended June 30, 2021.

Realized loss on security investment

was $2,918,668 the three months ended June 30, 2022, compared to a gain of $555,206 in the three months ended June 30, 2021.

loss on security investment was $6,355,451 the six months ended June 30, 2022, compared to a gain of $296,961 in the six months ended

June 30, 2021.

Finance costs were $2,879 the three months ended June 30, 2022, compared to costs of $50,261,203 in the three months ended

June 30, 2021.

Finance costs were $450,887 the six months ended June 30, 2022, compared to costs of $50,844,071 in the six months ended

June 30, 2021.

In the three months ended June

30, 2022 the Company had net loss of $9,982,861 compared to net loss of $74,889,324 in the three months ended June 30, 2021.

months ended June 30, 2022 the Company had net loss of $17,913,314 compared to net loss of $84,696,885 in the six months ended June 30,

and Capital Resources

real estate assets have increased to $40,851,806 as of March 31, 2022 from $40,515,380 as of December 31, 2021.

real estate assets have increased to $43,140,539 as of June 30, 2022 from $40,515,380 as of December 31, 2021.

This increase primarily

reflects the additional rental properties we purchased in first quarter of 2022.

In the three months ended March 31, 2022, we purchased

reflects the additional rental properties we purchased in first half of 2022.

In the six months ended June 30, 2022, we purchased three

homes, which will be used in the Company’s rental business.

Our rental properties assets were $25,402,436 as of March 31, 2022.

In February of 2022, one of the Company’s subsidiaries sold one of the two plots of land it owns in Australia (which

had been planned to be part of the SeD Perth project).

cash has decreased from $56,061,309 as of December 31, 2021 to $51,520,971 as of March 31, 2022.

Our liabilities decreased from $13,920,357

at December 31, 2021 to $4,336,506 at March 31, 2022.

Our total assets have increased to $192,830,587 as of March 31, 2022 from $184,210,143

as of December 31, 2021 mainly due to the increase in investments in securities.

management believes that the available cash in bank accounts and favorable cash revenue from real estate projects are sufficient to fund

our operations for at least the next 12 months.

of Cash Flows for the Three Months Ended March 31, 2022 and 2021

Three Months Ended March 31

Our rental properties assets were $25,831,478 as of June 30, 2022.

In the first six months of 2022, one of the Company’s subsidiaries sold two plots of land it owns in Australia (which had been

planned to be part of the SeD Perth project).

Our cash has decreased from $56,061,309

as of December 31, 2021 to $41,326,946 as of June 30, 2022.

Our liabilities decreased from $13,920,357 at December 31, 2021 to $3,906,248

at June 30, 2022.

Our total assets have decreased to $176,071,320 as of June 30, 2022 from $184,210,143 as of December 31, 2021 mainly

due to decrease in cash.

The management believes that the available cash in bank accounts and favorable

cash revenue from real estate projects are sufficient to fund our operations for at least the next 12 months.

of Cash Flows for the Six Months Ended June 30, 2022 and 2021

Six Months Ended June 30,

Net cash used in operating activities

$ (5,293,582 )

$ (3,304,857 )

Net cash (used in) provided by investing activities

$ (7,311,776 )

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Flows from Operating Activities

Net cash used in operating activities

was $5,293,582 in the first three months of 2022, as compared to net cash used in operating activities of $3,304,857 in the same period

The payment of accrued $4,800,000 contributed to the decrease of cash in operating activities in the first three months

was $16,125,804 in the first six months of 2022, as compared to net cash used in operating activities of $10,649,851 in the same period

The payment of accrued bonus due to director of $3,614,749 contributed to the decrease of cash in operating activities in the

first six months of 2022.

Flows from Investing Activities

cash used in investing activities was $7,311,776 in the first three months of 2022, as compared to net cash provided by investing activities

of $2,352,536 in the same period of 2021.

In the three months ended March 31, 2022 we invested $6,585,294 in marketable securities, $722,817

to purchase real estate properties and $3,665 in office equipment.

In the three months ended March 31, 2021 we invested $108,208 in marketable

securities and we received approximately $2.5 million from the sale of Vivacitas Oncology to a related party.

Net cash used in investing activities

was $8,308,426 in the first six months of 2022, as compared to net cash provided by investing activities of $2,234,619 in the same period

In the six months ended June 30, 2022 we invested $6,662,017 in marketable securities, $722,817 to purchase real estate properties

and $602,161 in real estate property improvements.

In the six months ended June 30, 2021 we invested $758,208 in marketable securities

and we received approximately $2.5 million from the sale of Vivacitas Oncology to a related party.

Flows from Financing Activities

cash provided by financing activities was $6,044,640 in the three months ended March 31, 2022, compared to net cash used of $956,264

the three months ended March 31, 2021.

The increase in cash provided by financing activities in the first three months of 2022 is primarily

cash provided by financing activities was $6,041,139 in the six months ended June 30, 2022, compared to net cash provided of $43,898,095

the six months ended June 30, 2021.

The increase in cash provided by financing activities in the first six months of 2022 is primarily

caused by the proceeds from stock issuance of $6,213,000.

Additionally, the Company repaid $171,861 to loan payable.

During the three

months ended March 31, 2021, we received cash proceeds of $7,484 from exercise of subsidiary warrants, $250,000 from the sale of our

GigWorld shares to individual investors and $68,502 from a loan.

The Company also distributed $82,250 to one minority interest investor

and repaid $1,200,000 of promissory note held by related parties.

During the six months

ended June 30, 2021, we received cash proceeds of $39,268,580 from stock issuance, $2,753,203 from exercise of subsidiary warrants, $280,000

from the sale of our GigWorld shares to individual investors and $5,545,495 from a related party loan.

The Company also distributed $1,151,500

to one minority interest investor and repaid $2,102,400 of promissory note held by related parties.

Sheet Arrangements

1 unchanged sentence

revenues, results of operations, liquidity or capital expenditures.

believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2022 or the year

believe that inflation has not had a material impact on our results of operations for the six months ended June 30, 2022 or the year

ended December 31, 2021.

Our current and anticipated costs in our real estate and other business lines have increased due to recent

inflation, including projected costs of materials and salaries, and such increases may be significant as we engage in additional operations.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Our current and anticipated costs in our real estate and other business lines have increased due to recent inflation,

including projected costs of materials and salaries, and such increases may be significant as we engage in additional operations.

cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

of Foreign Exchange Rates

effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to the

United States and which were approximately $42 million and $43 million on March 31, 2022 and December 31, 2021, respectively, are the

United States and which were approximately $43 million and $43 million on June 30, 2022 and December 31, 2021, respectively, are the

reason for the significant fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations

15 unchanged sentences

irrevocably opt out of this exemption.

real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of year.

real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of the year.

This may impact the expenses of Alset EHome Inc.

6 unchanged sentences

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 2. Management’s Discussion and Analysis