What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-15 · 265 added, 198 removed, 214 unchanged (68% of the section changed)

25 unchanged sentences

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.

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

Bancorp Inc., a 15.5% equity interest in Holista CollTech Limited, a 45.2% equity interest in DSS Inc.

(“DSS”), an 18.1%

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”).

1 unchanged sentence

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:

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

Value Exchange International, Inc.

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

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).

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:

ACAX, 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 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

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 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.

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

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of Note to DSS

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.

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.

The 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.

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.

1 revised the Assumption Agreement

to remove an adjustment provision.

On July 12, 2022, the transactions contemplated by the Assumption Agreement and Amendment No.

consummated, Alset International assigned the Note to DSS, and DSS issued to Alset International 21,366,177 shares of DSS’s common

of Alset International shares

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Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively.

Company and its majority-owned subsidiary Alset International each own 45% of the sole member of Alset Acquisition Sponsor, LLC, the

sponsor of Alset Capital, with the remaining 10% of the sole member of the sponsor owned by Alset Investment Pte.

Ltd., a company owned

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

Company and its majority-owned subsidiary Alset International together own the sole member of Alset Acquisition Sponsor, LLC, the sponsor

of Alset Capital.

Capital Acquisition Corp.

Merger Agreement with HWH International Inc.

September 9, 2022, Alset Capital entered into an agreement and plan of merger (the “Merger Agreement”) by and among Alset

Capital, HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly

owned subsidiary of Alset Capital (“Merger Sub”).

Pursuant to the Merger Agreement, a business combination between Alset

Capital and HWH will be effected through the merger of Merger Sub with and into HWH, with HWH surviving the merger as a wholly owned

subsidiary of Alset Capital (the “Merger”).

HWH is an indirect subsidiary of the Company through its subsidiary Alset International

The Merger has not closed as of the date of this Report and is subject to the receipt of the required approval by the stockholders

of Alset Capital, the shareholder of HWH and the satisfaction of certain other customary closing conditions.

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

1 unchanged sentence

business model.

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 132 homes in Montgomery and Harris Counties, Texas.

approximately fifty of the 132 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 to

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;

(iv) 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.

of Certain Lots

October 28, 2022, 150 CCM Black Oak Ltd.

(the “Seller”), a Texas Limited Partnership and an indirect, majority-owned subsidiary

of the Company, entered into a Contract for Purchase and Sale and Escrow Instructions (the “Agreement”) with Century Land

Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”).

Pursuant to the terms of the Agreement, the Seller

has agreed to sell all of the approximately 242 single-family detached residential lots comprising a residential community in the city

of Magnolia, Texas known as the “Lakes at Black Oak.” The lots will be sold at a range of prices, and the Seller will also

be entitled to receive a community enhancement fee for each lot sold.

The aggregate purchase price and community enhancement fees are

anticipated to be $12,881,000, however, such purchase price will be adjusted accordingly, if the total number of lots increases or decreases

prior to the closing of the transactions contemplated by the Agreement.

closing of the transactions described in the Agreement depends on the satisfaction of certain conditions set forth therein.

be no assurance that such closings will be completed on the terms outlined herein or at all.

The Buyer has agreed to purchase the lots

in stages, with an estimated closing date of December of 2022 for the first 132 lots to be acquired, with the remainder to be acquired

through 2023.

Prior to such closing dates, the Buyer shall have a thirty (30) day inspection period in which to inspect the properties

and determine their suitability;

during such inspection period, the Buyer may decline to proceed with the closing of these transactions.

Seller shall be required to develop and improve the property at the Seller’s cost pursuant to certain development plans and government

regulations prior to the closings described above.

of Value Exchange International, Inc.

October 17, 2022, the Company’s subsidiary GigWorld Inc.

entered into a Stock Purchase Agreement (the “Agreement”)

with Chan Heng Fai, who is the Chairman of GigWorld’s Board of Directors and our Chairman, Chief Executive Officer and largest

Pursuant to the Agreement, GigWorld bought an aggregate of 7,276,163 shares of Value Exchange International, Inc.

a Nevada corporation, for the following purchase prices:

(i) $1,733,079.12 for 7,221,163 shares, representing a price of $.24 per share;

(ii) $2,314 for 10,000 shares, representing a price of $.2314 per share;

(iii) $5,015 for 25,000 shares, representing a price of $.2006

and (iv) $3,326 for 20,000 shares, representing a price of $.1663 per share.

Collectively, these purchases represent an aggregate

purchase price of $1,743,734.12 for 7,276,163 shares of VEII.

Such purchase prices were negotiated between the parties to the Agreement.

Chan and another member of GigWorld’s Board of Directors, Lum Kan Fai Vincent, are both members of the Board of Directors of VEII.

In addition to Mr.

Chan, two other members of our Board of Directors are also members of the Board of Directors of VEII (Mr.

Yeung and Mr.

Wong Tat Keung).

Following the acquisitions of shares pursuant to the Agreement, the Company now owns a total of 13,834,643

shares of VEII, representing 38.3% of VEII.

Impact of the COVID-19 Pandemic

Estate Projects

extent to which the COVID-19 pandemic may impact our business will depend on future developments, which are highly uncertain and cannot

be predicted.

The COVID-19 pandemic’s far-reaching impact on the global economy could negatively affect various aspects of our

business, including demand for real estate.

From March 2020 through 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.

extent to which the COVID-19 pandemic may impact our business will depend on future developments.

The COVID-19 pandemic’s far-reaching

impact on the global economy could negatively affect various aspects of our business, including demand for real estate.

From March 2020

through 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

We believe this trend, should it continue, will encourage interest in some of our projects.

COVID-19 pandemic could impact the 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.

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

29 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

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of Operations

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

of Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021

Three- Months Ended

Six-months Ended

Nine-months Ended

September 30,

Operating Expenses

1 unchanged sentence

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

Three Months Ended

September 30,

$ (2,977,605 )

2 unchanged sentences

$ (4,073,662 )

Nine Months Ended

September 30,

$ (9,531,362 )

2 unchanged sentences

$ (13,345,431 )

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.

was $721,905 and $4,795,567 for the three months ended September 30, 2022 and 2021, respectively.

Revenue was $3,600,482 and $16,945,913

for the nine months ended September 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 nine months of 2022 contributed to lower revenue in those periods.

nine 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 $182,813 in the three months

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

to homebuyers in 2022.

ended September 30, 2021 to $9,968 in the three months ended September 30, 2022.

Income from the sale of FFBs, decreased from $431,458

in the nine months ended September 30, 2021 to $126,055 in the nine months ended September 30, 2022.

The decrease is a result of the

decreased sale of properties to homebuyers in 2022.

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

Revenue from this rental business was $569,792 and $133,302

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.

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

Revenue from rental business was $1,206,273 and $155,249 in the

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

recognized $22,154 and $1,248,171 in revenue in three months ended September 30, 2022 and 2021, respectively.

HWH World recognized $771,847

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

and $4,919,844 in revenue in nine months ended September 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.

June 2022 the Company’s subsidiary GigWorld Inc., operating under our Digital Transformation Technology segment, started

providing services to its customer in Hong Kong, who is a related party to the Company, generating revenue of $6,365 and

$14,066 in the three and nine months ended September 30, 2022, respectively.

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 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.

In the three months ended September 30, 2022 and 2021, the revenue from other businesses was $123,595 and $0, respectively,

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

In the nine months ended September 30, 2022 and

2021, the revenue from other businesses was $319,862 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

September 30,

$ (1,911,525 )

2 unchanged sentences

$ (1,391,032 )

Nine Months Ended

September 30,

$ (6,410,784 )

2 unchanged sentences

$ (6,031,609 )

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

and land costs are allocated to sales.

of revenues decreased from $2,204,401 in the three months ended September 30, 2021 to $813,369 in the three months ended September 30,

Cost of revenues decreased from 8,510,205 in the nine months ended September 30, 2021 to $2,478,596 in the nine months ended September

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

Capitalized construction

expenses, finance costs and land costs are allocated to sales.

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

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.

gross margin decreased from $2,591,166 to negative $99,165 in the three months ended September 30, 2021 and 2022, respectively.

margin decreased from $8,435,708 to $1,121,886 in the nine months ended September 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

September 30,

Digital transformation technology

Total operating expenses

$ (6,581,587 )

Nine Months Ended

September 30,

Digital transformation technology

5 unchanged sentences

Income (Expense)

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,

the three months ended September 30, 2022, the Company had other expense of $11,163,538 compared to other expenses of $8,126,066 in the

three months ended September 30, 2021.

In the nine months ended September 30, 2022, the Company had other expense of $25,546,935 compared

to other expenses of $87,293,906 in the nine months ended September 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 $11,006,833 in the three months ended September 30, 2022, compared to $5,268,531 loss in the three months ended September 30, 2021.

Unrealized loss on securities investment was $21,773,223 in the nine months ended September 30, 2022, compared to $35,972,445 loss in

the nine months ended September 30, 2021.

Realized loss on security investment was $145,122 the three months ended September 30, 2022,

compared to a loss of $2,515,949 in the three months ended September 30, 2021.

Realized loss on security investment was $6,500,573 the

nine months ended September 30, 2022, compared to a loss of $2,218,988 in the nine months ended September 30, 2021.

Finance gain was

$887 in the three months ended September 30, 2022, compared to costs of $27,798 in the three months ended September 30, 2021.

costs were $450,000 the nine months ended September 30, 2022, compared to costs of $50,871,869 in the nine months ended September 30,

the three months ended September 30, 2022 the Company had net loss of $13,081,391 compared to net loss of $8,074,484 in the three months

ended September 30, 2021.

In the nine months ended September 30, 2022 the Company had net loss of $30,994,705 compared to net loss of

$92,771,369 in the nine months ended September 30, 2021.

and Capital Resources

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

real estate assets have increased to $51,583,814 as of September 30, 2022 from $40,515,380 as of December 31, 2021.

This increase primarily

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 $25,831,478 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,

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

In the nine months ended September 30, 2022, we

purchased twenty-three homes, which will be used in the Company’s rental business.

Our rental properties assets were $31,485,036

as of September 30, 2022.

In the first nine 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).

cash has decreased from $56,061,309 as of December 31, 2021 to $22,605,541 as of September 30, 2022.

Our liabilities decreased from $13,920,357

at December 31, 2021 to $5,104,600 at September 30, 2022.

Our total assets have decreased to $164,664,506 as of September 30, 2022 from

$184,210,143 as of December 31, 2021 mainly due to decrease in cash.

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 Nine Months Ended September 30, 2022 and 2021

Nine Months Ended September 30,

Net cash used in operating activities

Net cash (used in) provided by investing activities

$ (28,331,829 )

$ (6,485,979 )

Net cash used in investing activities

$ (15,031,318 )

$ (28,743,359 )

Net cash provided by financing activities

Flows from Operating Activities

Net cash used in operating activities

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.

cash used in operating activities was $28,331,829 in the first nine months of 2022, as compared to net cash used in operating activities

of $6,485,979 in the same period of 2021.

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

in operating activities in the first nine months of 2022.

Flows from Investing Activities

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.

cash used in investing activities was $15,031,318 in the first nine months of 2022, as compared to net cash used in investing activities

of $28,743,359 in the same period of 2021.

In the nine months ended September 30, 2022 we invested $8,479,968 in marketable securities,

$6,057,493 to purchase real estate properties and $1,082,225 in real estate property improvements.

In the nine months ended September

30, 2021 we invested $19,308,318 in marketable securities, $11,081,491 to purchase real estate properties and $327,603 in promissory

notes of a related party.

At the same time, we received approximately $2.5 million from the sale of Vivacitas Oncology to a related party

and $840,000 from the repayment of promissory note from related party.

Flows from Financing Activities

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.

cash provided by financing activities was $5,996,133 in the nine months ended September 30, 2022, compared to net cash provided of $77,237,040

in the nine months ended September 30, 2021.

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

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

Additionally, the Company repaid $216,867 to loan payable.

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 nine months ended September 30, 2021, we received cash proceeds of $73,157,884 from stock issuance, $2,975,194 from exercise of subsidiary

warrants, $280,000 from the sale of our GigWorld shares to individual investors and $68,502 from a loan.

The Company also distributed

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

$1,398,250 to one minority interest investor and borrowed $5,545,195 from 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 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.

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

believe that inflation has not had a material impact on our results of operations for the nine months ended September 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.

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 $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

United States and which were approximately $43 million and $43 million on September 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

and Other Comprehensive Loss.

23 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