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

Results of Operations



Results of Operations for the Year Ended December 31, 2020 Compared to the Year
Ended December 31, 2019


                           Year Ended


                           December 31,  December 31,
                           2020          2019




Revenue                     $15,656,829   $22,855,445
Cost of Sales               $14,326,252   $20,364,293

General and Administrative $1,185,368 $861,645 Impairment of Real Estate $-

$5,920,599
Net Income (Loss)           $220,189      $(4,674,119)



Revenue

Revenue was $15,656,829 for the period ended December 31, 2020 as compared to $22,855,445 for the period ended December 31, 2019. The increased revenue in year 2019 is primarily attributable to the Company having first sale of a section of Black Oak Project. Pursuant to a lot purchase agreement dated July 3, 2018, 150 CCM Black Oak Ltd sold 124 lots located in the Company's Black Oak to Houston LD, LLC for a total purchase price of $6,175,000. As for our Ballenger Project, builders are required to purchase a minimum number of lots based on their applicable sale agreements. We collect revenue only from the sale of lots to builders. We are not involved in the construction of homes at the present time. The revenue from the sale of lots in our Ballenger project was similar in both years, 2019 and 2020.

Income from the sale of Front Foot Benefits ("FFBs"), assessed on Ballenger Run project lots, decreased from $548,457 in the year ended December 31, 2019 to $273,620 in year ended December 31, 2020. The decrease is a mixed result of the decreased sale of properties to homebuyers in 2020 and sale of FFBs of a smaller value.

Operating Expenses

Cost of sales decreased from $20,364,293 in the period ended December 31, 2019 to $14,326,252 in the period ended December 31, 2020. The Company had a gross margin of 8.5% in 2020 compared to 10.9% in 2019.

The general and administrative expenses increased from $861,645 for the period ended December 31, 2019 to $1,185,368 for the period ended December 31, 2020 due to an increase in professional fees.

We recorded approximately $5.9 million impairment of real estate for Black Oak project in 2019 based on discounted estimated future cash flows.




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Net Loss

After a net loss of $4,674,119 for the period ended December 31, 2019, we had a net income of $220,189 for the period ended on December 31, 2020. The loss in 2019 is a result of impairment of Black Oak sale to Houston LD LLC.

Liquidity and Capital Resources

Our real estate assets have decreased to $20,616,237 as of December 31, 2020 from $24,858,569 as of December 31, 2019. This decrease primarily reflects a higher increase in the cost of sales than in the capitalized costs related to the construction in progress. Our liabilities declined from $4,065,484 at December 31, 2019 to $2,691,098 at December 31, 2020. Our total assets have decreased to $29,219,785 as of December 31, 2020 from $30,785,232 as of December 31, 2019.

As of December 31, 2020, we had cash in the amount of $2,375,180, compared to $1,083,329 as of December 31, 2019. Our Ballenger Run revolver loan balance from M&T Bank was $0 at December 31, 2020 and 2019.

Currently the Black Oak project does not have any financing from third parties. On July 20, 2018, Black Oak was reimbursed $4,592,079 from the Harris County Improvement District 17 ("HC17") for previous expenses incurred by Black Oak in the development and installation of infrastructure within the Black Oak project. The future development timeline of Black Oak is based on multiple limiting conditions, including the amount of funds which may be raised from capital markets, the loans from third party financial institutions, and government reimbursements which may be received. The development will be step by step and expenses will be contingent on the amount of funding we will receive.

Summary of Cash Flows

A summary of cash flows from operating, investing and financing activities for the years ended December 31, 2020 and 2019 are as follows:




                                                    2020         2019




Net Cash Provided by Operating Activities            $2,434,714   $7,586,441
Net Cash Used in Investing Activities                $(4,181)     $-

Net Cash Provided by (Used in) Financing Activities $270,842 $(6,828,733) Net Increase in Cash

$2,701,375   $757,708

Cash and restricted cash at beginning of the year $5,402,872 $4,645,164 Cash and restricted cash at end of the year $8,104,247 $5,402,872

Cash Flows from Operating Activities

Cash flows from operating activities include costs related to assets which we plan to sell, such as land purchased for development and resale, and costs related to construction, which are capitalized in the book. In 2020, cash provided by operating activities was $2,434,714 compared with 2019, in which the cash provided was $7,586,441. With the completion of Phase One of our Black Oak project, development speed was adjusted. The Company's development funding conditions and development costs decreased as well.

Cash Flows from Investing Activities

Cash flows used in investing activities in 2020 include purchases of office fixture and computer equipment.

Cash Flows from Financing Activities

In 2020 Alset EHome borrowed $664,810 from M&T Bank, incurring at the same time origination fees of $61,679. During 2020, $14,458 interest incurred on this loan. In the same period, SeD Maryland Development distributed $411,250 in cash to the minority shareholder. In 2019 the Company paid back approximately $5.7 million of related party borrowings and paid back $13,899 of Union Bank loan. Additionally, SeD Maryland Development distributed approximately $1.1 million in cash to the minority shareholder.




                                       20


Seasonality

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

Off-Balance Sheet Arrangements

As of December 31, 2020, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.

Critical Accounting Policies and Estimates

We have established various accounting policies under US GAAP. Some of these policies involve judgments, assumptions and estimates by management. We base these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, we evaluate the results of these estimates on an ongoing basis. We are subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in our business environment. Accordingly, actual results could differ from these estimates. The accounting policies that we deem most critical are as follows:

Revenue Recognition and Cost of Sales

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

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. A detailed breakdown of the five-step process for the revenue recognition of our Ballenger project, which was approximately all the revenue of the Company in 2020 and 2019, is as follows:



?

Identify the contract with a customer.

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



?

Identify the performance obligations in the contract.

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



?

Determine the transaction price.

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



?

Allocate the transaction price to performance obligations in the contract.


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



?

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

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

Contract Assets and Contract Liabilities

Based on our contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606. Accounts receivable are recorded when the right to consideration becomes unconditional. We disclose receivables from contracts with customers separately on the balance sheets.

Cost of Sales

Land acquisition costs are allocated to each lot based on the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

Real Estate Assets

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

See following chart for details of the capitalized construction costs of Ballenger and Black Oak projects as of December 31, 2020 and 2019:




                          As of December 31, 2020


                          Ballenger Run Black Oak    Total


                          ($)           ($)          ($)

Hard Construction Costs    26,542,028    3,647,973    30,190,001
Engineering                3,516,161     1,885,761    5,401,922
Consultation               340,528       105,667      446,195
Project Management         3,682,401     874,028      4,556,429
Legal                      359,353       235,961      595,314
Taxes                      1,273,587     770,983      2,044,570
Other Services             1,291,447     33,091       1,324,538
Impairment Reserve         -             (5,920,599)  (5,920,599)

Construction - Sold Lots (31,979,300) (1,364,805) (33,344,105)


                    Total  $5,026,205    $268,060     $5,294,265

Capitalized Finance Costs                             $4,945,132

Construction in Progress                              $10,239,397






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                          As of December 31, 2019


                          Ballenger Run Black Oak    Total


                          ($)           ($)          ($)

Hard Construction Costs    18,857,552    3,366,525    22,224,077
Engineering                2,890,373     1,804,034    4,694,407
Consultation               330,387       105,267      435,654
Project Management         3,042,600     800,505      3,843,106
Legal                      327,011       234,106      561,117
Taxes                      1,092,247     556,194      1,648,441
Other Services             488,717       29,398       518,114
Impairment Reserve         -             (5,920,599)  (5,920,599)

Construction - Sold Lots (21,713,668) (1,364,805) (23,078,473)


                    Total  $5,315,220    $(389,375)   $4,925,845

Capitalized Finance Costs                             $6,159,624

Construction in Progress                              $11,085,469

The Company capitalized interest from related party borrowings of $0 and $79,662 for the years ended December 31, 2020 and 2019, respectively. The Company capitalized interest from the third-party borrowings of $0 and $3,822 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, total capitalized finance related costs were $4,945,132 and $6,159,624, respectively.

The Company anticipates that the estimated construction costs (not including land costs and financing costs) for the final phases of the Ballenger Run project will be $4,179,000. The expected completion date for the final phases of the Ballenger Run project is June of 2022.

The following table shows the Company's forecasts of the phases of the development and costs for each phase of development for the Black Oak project. Please note that the following is subject to change based on our single family for sale and for rent models:




          Estimated Construction Costs
Black Oak                              Expected Completion Date
Phase 1    $7,080,000 $                               Completed
Phase 2    $330,671                               November 2022
Phase 3    $422,331                               November 2022
Phase 4    $142,788                               November 2022
Phase 5    $3,293,000                                April 2022
Total      $11,268,790

A property is classified as "held for sale" when all of the following criteria for a plan of sale have been met:

(1)


management, having the authority to approve the action, commits to a plan to
sell the property;
(2)
the property is available for immediate sale in its present condition, subject
only to terms that are usual and customary;
(3)
an active program to locate a buyer and other actions required to complete the
plan to sell, have been initiated;
(4)
the sale of the property is probable and is expected to be completed within one
year or the property is under a contract to be sold;
(5)
the property is being actively marketed for sale at a price that is reasonable
in relation to its current fair value; and
(6)
actions necessary to complete the plan of sale indicate that it is unlikely that
significant changes to the plan will be made or that the plan will be withdrawn.


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When all of these criteria have been met, the property is classified as "held for sale". "Real estate held for sale" only included El Tesoro project, a project owned by SeD USA, LLC. The last home from El Tesoro project was sold in December, 2019. As of December 31, 2020, the Company had $0 real estate held for sale.

In addition to our annual assessment of potential triggering events in accordance with ASC 360, Impairment Testing: Long- Lived Assets classified as held and used, the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred.

On October 12, 2018, 150 CCM Black Oak, Ltd. entered into an Amended and Restated Purchase and Sale Agreement for the 124 lots. Pursuant to the Amended and Restated Purchase and Sale Agreement, the purchase price remained $6,175,000, 150 CCM Black Oak, Ltd. was required to meet certain closing conditions and the timing for the closing was extended. On January 18, 2019, the sale of 124 lots in Magnolia, Texas was completed. After allocating costs of revenue to this sale, we had approximately $2.4 million loss from this sale and recognized approximately $2.4 million as the impairment of real estate in 2018.

On September 30, 2019, the Company recorded approximately $4.7 million of impairment on the Black Oak project based on discounted estimated future cash flows.

On December 31, 2019, the Company recorded approximately $1.2 million of additional impairment on the Black Oak project based on discounted estimated future cash flows.

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