SecProbe.io

December 10, 2018
Chan Heng Fai
Chairman and Chief Executive Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda MD 20814
Re:HF Enterprises Inc.
Draft Registration Statement on Form
Submitted November13, 2018
CIK No. 0001750106
Dear Mr. Heng Fai:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS filed November13, 2018
Prospectus Summary, page 1
1.We note that you intend to operate your business in a manner that will permit you to
maintain an exemption from registration under the Investment Company Act of 1940, as
amended.  Please provide us with a supplemental detailed analysis of:

•the specific exemption that you and each of your subsidiaries intend to rely on; and

•how you and each of your subsidiaries’ investment strategy and business model will
support that exemption.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 December 10, 2018 Page 2
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
December 10, 2018
Page 2

Please ensure that the disclosure in your prospectus is consistent with your supplemental
analysis.  We will refer your response to the Division of Investment Management for
further review.
2.Please tell us if you intend to register as an investment adviser under the Investment
Advisers Act of 1940, as amended.  To the extent you do not intend to register as an
investment adviser, please provide us with a supplemental detailed analysis as to why you
believe you are not required to register.  Explain in your response how your current and
planned business operations and investment strategy are consistent with your conclusion.
3.We note your disclosure throughout regarding your ownership interest in various entities,
which appears to vary from direct and indirect, wholly-owned, majority-owned, and
partially-owned. Please revise your disclosure throughout to clarify your organizational
structure and provide an organizational chart as referenced on page 6. Include in the chart
or as a footnote information regarding your ownership interests in each of the entities.
4.We note your disclosure regarding your 19.8%-owned subsidiary Holista CollTech
Limited.  Please tell us why you view Holista CollTech as a subsidiary when you only
have a minority interest in the entity.
Our Growth Strategy and Competitive Advantages, page 3
5.We note your disclosure that you intend to have a similar business philosophy to
Berkshire Hathaway. We also note that you are a smaller reporting company and have not
been in operation for long. Please consider removing this comparison and revising your
competition discussion to focus on the competitive conditions in your business as
currently contemplated.  Please refer to Item 101(h)(4)(iv) of Regulation S-K.
Risk Factors, page 10
6.Please add risk factor disclosure, as applicable, describing any potential impact of the
proposed tariffs by the United States and China on your operations.
7.Please provide specific risk factor as appropriate regarding international regulations that
may impact your business operations.
Our significant investments in public companies ..., page 11
8.We note your reference to your subsidiaries' securities being "listed" on the OTC Markets.
Please revise to clarify that these shares are quoted on the OTC Markets.
Anti-takeover provisions in our charter ..., page 22
9.We note your disclosure that your corporate documents will be effective upon completion
of this offering. Please advise how you will be able proceed with this offering if your
corporate documents are not yet effective. Please also tell us when you intend to include

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 December 10, 2018 Page 3
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
December 10, 2018
Page 3
updated corporate documents as required exhibits under Item 601(b) of Regulation S-K.
Concentration of ownership of our common stock..., page 23
10.Please expand this risk factor to clarify that your principal stockholder will be able to
make decisions regarding (i) making changes to your articles of incorporation whether to
issue additional common stock and preferred stock, including to himself, (ii) employment
decisions, including compensation arrangements; and (iii) whether to enter into material
transactions with related parties.
Our Bylaws have an exclusive forum..., page 24
11.We note your disclosure in this section that your certificate of incorporation has an
exclusive forum provision limited to the Court of Chancery of the State of Delaware (or if
no Court of Chancery located within the State of Delaware has jurisdiction, the Federal
District Court for the District of Delaware).  Your certificate of incorporation included as
an exhibit, however, does not provide for jurisdiction within the Federal District Court for
the District of Delaware.  Please revise your disclosure and certificate of incorporation, as
applicable, to state whether you intend the exclusive forum provision to apply to claims
under the federal securities laws.
Use of Proceeds, page 25
12.We note your disclosure relating to your 19.8% equity interest in Holista CollTech
Limited and 14.2% equity interest in Vivacitas Oncology Inc. Please tell us how you
account for, and how your financial statements reflect these investments.
13.We note that you intend to invest in selected companies including Holista CollTech
Limited. Please advise which other companies that you are referring to.
14.We note that you intend to use part of the net proceeds of this offering to fund acquisitions
of new entities and to provide investment to selected companies, including Holista
CollTech.  We also note your statement that a significant portion of the net proceeds of
this offering will be used to acquire new companies.  Please provide us with an analysis as
to whether or not these other entities and companies, including Holista CollTech should
be co-registrants in this offering pursuant to Rule 140 under the Securities Act.
Dilution, page 27
15.We note that the table on page 29 shows that the immediate dilution from the public
offering price is $3.39 instead of $6.61 as disclosed in the paragraph preceding the table.
Please revise your disclosure to correct this conflict.
16.Please revise the penultimate paragraph on page 29 to illustrate how you determined the
effect of an assumed increase/decrease of 1,000,000 shares in the number of shares of
common stock offered.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 December 10, 2018 Page 4
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
December 10, 2018
Page 4

Management's Discussion and Analysis of Financial Condition and Results of Operations, page
29
17.We note the significant change in foreign currency translation adjustment during fiscal
year 2017 (page F-26) and interim period (page F-3). Please tell us and revise your
MD&A to discuss the reason for the significant fluctuation and the expected impact in
future years.
Real Estate Assets, page 31
18.Please revise the last paragraph on page 31 to reconcile the capitalized development costs
as of December 31, 2016 with the balance sheet and provide balanced disclosure for 2017.
19.Given the significance of properties under development to total assets, please expand your
disclosure to provide a break-down of capitalized development costs as of December 31,
2017 by project, stage of completion (e.g., finished lots, undeveloped land) and amount of
capitalized development costs relating to lots under sale agreements with customers.
Results of Operations, page 32
20.We note your reference to "other." Please clarify, by footnote or otherwise, what is
included in this category.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 36
21.We note your disclosure on page 36 that the 2018 revenue is expected to be approximately
$20 million.  We also note your disclosure on page 40 that you expect to generate
approximately $68 million in revenue from Ballenger Run through the sale of developed
lots and on page 42 that the total estimated revenue to be received pursuant to the NVR
Lot Purchase Agreements is approximately $59 million based on your projection that the
lot selling prices will increase 3% per annum on a quarterly basis after June 1, 2018.
Please tell us why you believe you have a reasonable basis for such assessments.  See Item
10(b) of Regulation S-K.
Contractual Obligations, page 37
22.We note you have provided disclosure regarding your contractual obligations. To the
extent you maintain this disclosure, please provide disclosure regarding all of your
contractual obligations and present it in a manner consistent with the requirements of Item
303(a)(5) of Regulation S-K.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 December 10, 2018 Page 5
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
December 10, 2018
Page 5

Business, page 39
23.Please revise to clarify your intended business plan. For example, please clarify whether
you intend to acquire an entire business or an interest in a business. If you intend to invest
in a business, please clarify whether you primarily intend to acquire a minority interest or
majority interest.
Our Operations, page 39
24.We note, on page 31, you disclose that you have leased units to customers in 2017. Please
provide more disclosure regarding this aspect of your operations. Please provide more
detailed disclosure regarding these leases in this section. For example, please disclose the
number and type of properties involved and the average rent received for these properties.
25.For each of your development projects, please disclose the anticipated completion dates
for each phase of development and the anticipated costs for each phase of development.
Digital Transformation Technology
HotApp Blockchain Subsidiary, page 44
26.We note your disclosure regarding your subsidiary. Please provide more detailed
disclosure regarding the business of and services provided by this subsidiary and describe
the stage of development of its blockchain technology . Describe whether its business
entails, or will entail, the creation, issuance or use of digital assets and, if so, how those
digital assets will be used. Please also disclose any related business risks and challenges,
including any known trends or uncertainties that are reasonably expected to have a
material impact on results of operations or financial condition.
Biohealth Business, page 45
27.We note your disclosure in the fifth paragraph of page 45 regarding your acquisition of
53% ownership stake in iGalen International Inc. Please tell us how you accounted for this
acquisition, the guidance upon which you relied, and the impact of this acquisition on the
financial statements.
28.Please revise your disclosure to describe the phase of development of each of your key
products in this business line, Linebacker, Laetose and 3F.
Principal Stockhodlers, page 58
29.We note your disclosure on page 22 that there are outstanding options. Please advise
whether these options are taken into account in the table.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 December 10, 2018 Page 6
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
December 10, 2018
Page 6

Consolidated Balance Sheets, page F-25
30.We note that the Union Bank Loan (page F-38) due on December 31, 2019 and the Private
Investor Loan (page F-39) due on November 29, 2019 are presented as current liabilities,
while the note payable to related parties (page F-39) due on demand is presented as long-
term liability. Please tell us how you considered the due dates of the above loans in
determining their classification in the balance sheets. This comment also applies to the
interim financial statements.
Consolidated Statements of Operations and Other Comprehensive Income, page F-26
31.Please revise to disclose the total and per share net loss attributable to common
stockholders and the total net loss attributable to noncontrolling interests. This comment
also applies to the interim financial statements. Refer to ASC 810-10-45 and ASC 260-10-
45.
Consolidated Statements of Stockholder’s Equity, page F-27
32.Please revise to include a consolidated statement of stockholders' equity for the year
ended December 31, 2016. We note that the accountants’ report covers the referenced
financial statement. Refer to Rule 8-02 of Regulation S-X.
33.Please tell us the reason for the significant difference between the statement of
stockholders' equity and the statement of operations and comprehensive income as it
relates to the foreign currency translation adjustment. This comment also applies to the
interim financial statements.
Note 1. Nature of Operations and Summary of Significant Accounting Policies
Basis of Presentation, page F-29
34.We note your disclosure relating to the identification of the accounting acquirer in the
October 1, 2018 internal restructuring transactions which suggests that you will apply
purchase accounting to these transactions. It appears from your disclosure throughout the
filing that the Company and the entities transferred to the Company by Mr. Chan were
under the common control of Mr. Chan before and after the referenced transactions.  If so,
please revise your disclosure to clarify that, if true, the transactions will be accounted for
as reorganization of entities under common control. This comment also applies to the
interim financial statements.
35.Given that the internal restructuring transactions did not occur until October 1, 2018,
please tell us your basis for presenting consolidated, instead of combined, financial
statements of the transferred entities for the periods prior to the reorganization. Also, tell
us your basis for not presenting separate financial statements of the Company. This
comment also applies to the interim financial statements.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 December 10, 2018 Page 7
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
December 10, 2018
Page 7

Financial Instruments, page F-31
36.It appears from your disclosure on page F-31 and F-36, that you adopted ASU 2016-01 in
2017 and as a result the change in the fair value of the Company’s equity investments is
recognized in the consolidated statements of operations rather than the consolidated
statements of comprehensive income. Please tell us how you considered the provision in
ASU 2016-01 that the amendment relating to the recognition of changes in fair value in
net income was not permitted to be early adopted.
Real Estate Assets, page F-31
37.Please revise to disclose the amount of interest and other cost capitalized.
Property Sales, page F-34
38.Please revise to disclose how you considered any continuing involvement in your revenue
recognition policy for property sales.
Note 5. Builder Deposits, page F-38
39.Your disclosure on page F-38 indicates that NVR is entitled to purchase 443 lots for a
price of approximately $5.6 million which is inconsistent with your disclosure on page F-
16 that indicates that the price approximates $56M. Please revise to correct this conflict.
Note 7. Related Parties Transactions
Purchase of subsidia