SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

Chan Heng Fai
Chief Executive Officer
Alset Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814

 Re: Alset Inc.
 Preliminary Information Statement on Schedule 14C
 Filed June 9, 2025
 File No. 001-39732
Dear Chan Heng Fai:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Darrin M Ocasio, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June
25, 2025

 Via
EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities
 and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn:
 Pearlyne
Paulemon

 Isabel
Rivera

 Re:
 Alset Inc.

 Preliminary Information Statement on Schedule 14C

 Filed June 9, 2025

 File No. 001-39732

 Dear
Ms. Paulemon and Ms. Rivera,

 On
behalf of Alset Inc. (the "Company"), we are hereby responding to the letter dated June 13, 2025 (the "SEC
Comment Letter") from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"),
regarding the Company's Preliminary Information Statement on Schedule 14C filed June 9, 2025 (the "Information Statement").
To respond to the Comment Letter and update certain information in the Information Statement, the Company is filing an amendment to the
Information Statement with the Commission today.

 For
ease of reference, the text of the Staff's comment is included in type below, followed by the Company's response in boldface.

 Preliminary
Information Statement on Schedule 14C

 General

 1. We
 note your revision in response to prior comment 1. Please provide the financial information
 required by Item 14 of Schedule 14A. Refer to Item 1 of Schedule 14C.

 Response:
The Company respectfully acknowledges the Staff's comment and has added the financial information required by Item 14 of
Schedule 14A, attached thereto as Annex D, E, F, and G.

 Please
call Darrin Ocasio of Sichenzia Ross Ference Carmel LLP at (212) 930-9700 if you would like additional information with respect
to any of the foregoing. Thank you.

 Sincerely,

 ALSET INC.

 /s/
 Rongguo Wei

 Rongguo Wei

 Co-Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Chan Heng Fai
Chief Executive Officer
Alset Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814

 Re: Alset Inc.
 Preliminary Information Statement on Schedule 14C
 Filed June 9, 2025
 File No. 001-39732
Dear Chan Heng Fai:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 2,
2025 letter.

Preliminary Information Statement on Schedule 14C
General

1. We note your revision in response to prior comment 1. Please provide the
financial
 information required by Item 14 of Schedule 14A. Refer to Item 1 of
Schedule 14C.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at
202-551-3518
with any questions.

 Sincerely,
 June 13, 2025
Page 2

 Division of Corporation Finance
 Office of Real Estate & Construction
cc: Darrin M Ocasio, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June
9, 2025

 Via
EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn:
 Pearlyne Paulemon

 Isabel Rivera

 Re:
 Alset
 Inc.

 Preliminary
 Information Statement on Schedule 14C

 Filed
 May 27, 2025

 File
 No. 001-39732

 Dear
Ms. Paulemon and Ms. Rivera,

 On
behalf of Alset Inc. (the "Company"), we are hereby responding to the letter dated June 2, 2025 (the "Comment
Letter") from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), regarding
the Company's Preliminary Information Statement on Schedule 14C filed May 27, 2025 (the "Information Statement").
To respond to the Comment Letter and update certain information in the Information Statement, the Company is filing an amendment to the
Information Statement (the "Revised Information Statement") with the Commission today.

 For
ease of reference, the text of the Staff's comment is included in type below, followed by the Company's response in boldface.

 Preliminary
Information Statement on Schedule 14C

 General

 1. It
 appears that you have sought to incorporate by reference your Exchange Act periodic reports.
 Information may be incorporated by reference to the same extent as would be permitted by
 Form S-4 pursuant to Item 14(e)(1) to Schedule14A. Form S-4 allows incorporation by reference
 where a company meets the requirements of Form S-3. As it does not appear that you are eligible
 to use Form S-3, please revise to provide the required financial disclosures in your information
 statement, or provide us with an analysis regarding your ability to incorporate by reference.

 Response:
The Company acknowledges the Staff's comment and informs the Staff that it has removed all references to incorporation by reference
in the document, specifically, on page 6 of the Revised Information Statement. The Company is not intending to incorporate its financial
statements by reference in this Revised Information Statement.

 2. Please
 provide all of the information required by Item 14(b)(6) of Schedule 14A and Item 1015(b)
 of Regulation M-A with respect to the fairness opinion provided by ValueScope. In this regard,
 we note as non-exclusive examples that you have not addressed how ValueScope was selected
 to provide the opinion pursuant to Item 1015(b)(3) of Regulation M-A or any instructions
 provided to ValueScope with respect to the opinion pursuant to Item 1015(b)(6) of Regulation
 M-A.

 Response:
The Company acknowledges the Staff's comment and has revised disclosures on page 3 of the Revised Information Statement.

 Please
call Darrin Ocasio of Sichenzia Ross Ference LLP at (212) 930-9700 if you would like additional information with respect to any of the
foregoing. Thank you.

 Sincerely,

 ALSET
 INC.

 /s/
 Rongguo Wei

 Rongguo
 Wei

 Co-Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 2, 2025

Chan Heng Fai
Chief Executive Officer
Alset Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814

 Re: Alset Inc.
 Preliminary Information Statement on Schedule 14C
 Filed May 27, 2025
 File No. 001-39732
Dear Chan Heng Fai:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Information Statement on Schedule 14C
General

1. It appears that you have sought to incorporate by reference your
Exchange Act
 periodic reports. Information may be incorporated by reference to the
same extent as
 would be permitted by Form S-4 pursuant to Item 14(e)(1) to Schedule14A.
Form S-4
 allows incorporation by reference where a company meets the requirements
of Form
 S-3. As it does not appear that you are eligible to use Form S-3, please
revise to
 provide the required financial disclosures in your information
statement, or provide us
 with an analysis regarding your ability to incorporate by reference.
2. Please provide all of the information required by Item 14(b)(6) of
Schedule 14A
 and Item 1015(b) of Regulation M-A with respect to the fairness opinion
provided by
 ValueScope. In this regard, we note as non-exclusive examples that you
have not
 addressed how ValueScope was selected to provide the opinion pursuant to
Item
 1015(b)(3) of Regulation M-A or any instructions provided to ValueScope
with
 respect to the opinion pursuant to Item 1015(b)(6) of Regulation M-A.
 June 2, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at
202-551-3518
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Darrin M Ocasio, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
July 13, 2022
Rongguo Wei
Chief Financial Officer
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
Re:Alset EHome International Inc.
Form 10-K for the year ended December 21, 2021
Filed March 31, 2022
File No. 001-39732
Dear Mr. Wei:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Alset EHome International Inc.

4800 Montgomery Lane, Suite 210

Bethesda, Maryland 20814

June 21, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

  Attn.:
  Mr. Ameen Hamady and Ms. Kristi Marrone

  Office of Real Estate & Construction

  Re:
  Alset EHome International Inc.

  Form 10-K for the year ended December 31, 2021

  Filed March 31, 2022

File No. 001-39732

Ladies and Gentlemen:

This letter is being submitted on behalf of Alset
EHome International Inc. (the “Company”) in response to comments contained in the letter dated June 6, 2022
from the Staff (the “Staff”) of the Securities and Exchange Commission  to the Company’s
Annual Report on Form 10-K that was filed on March 31, 2022.

To facilitate the Staff’s review, the SEC’s
comments are reproduced before each of the Company’s responses thereto.

Form 10-K for the year ended December 31, 2021

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Real Estate Assets, page 43

1. We note your disclosure related to the breakdown of your capitalized construction costs which includes
an impairment reserve of approximately $5.2 million for the years ended December 31, 2021 and December 31, 2020. Please tell us the nature
of the impairment reserve and the reason for establishing such a reserve. In that regard, please tell us how the establishment of such
an impairment reserve is consistent with the guidance on impairments for long lived assets in ASC 360-10-35. Specifically, it is noted
that such guidance outlines a two step approach based on a trigger test to the extent there are any impairment indicators and to the extent
an impairment is identified after applying the two step approach, any impairment recognized would adjust the carrying amount of the long
lived asset with restoration of a previously recognized impairment loss being prohibited. See ASC 360-10-35-17 and ASC 360-10-35-20.

United States Securities and Exchange Commission

June 21, 2022

Page 2

Response: The Company adopted Accounting Standards
Codification (ASC) Topic 360, “Property, Plant, and Equipment,” as a guidance for the impairment of long-lived assets that
are classified as held and used. Our real estate assets consist of construction in progress and land held for development, all of which
are stated at cost, unless the carrying amount is determined not to be recoverable, in which case the asset is written down to its fair
value. The Company reviews each real estate asset on an annual basis or whenever indicators of impairment exist. Indicators of impairment
include, but are not limited to, significant decreases in local land market values and selling prices of comparable lands, significant
decreases in gross margins or sales absorption rates, costs significantly in excess of budget and actual or projected cash flow losses.
If there are indicators of impairment, the Company will perform a fair value-based impairment analysis to determine if the asset is impaired.

In addition to our annual assessment of potential
triggering events in accordance with ASC 360, 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.

For the year of 2019, after performing Step 1 - analysis
under ASC Topic 360, the Company believed that the capitalized construction costs of its Black Oak project exceeded the original forecasted
amount due to higher than expected construction costs, lower than expected reimbursement from the district and higher finance costs. Therefore,
in accordance with ASC 360-10-35-21 “An accumulation of costs significantly in excess of the amount originally expected for the
acquisition or construction of a long-lived asset (asset group)”, the Company determined the long-lived asset shall be tested for
recoverability. While evaluating Step 2 under ASC Topic 360, the Company performed a fair value-based impairment analysis and recorded
approximately $5.2 million of impairment on the Black Oak project based on the fair value determined by a discounted cash flow model.

For the years 2020 and 2021, the Company performed
impairment analysis for all of its real estate projects under ASC Topic 360 and there were no indicators of impairment presented; therefore,
no further analysis was considered. In accordance with ASC 360-10-35-20, the $5.2 million impairment reserve remained unchanged and the
new cost basis is being depreciated over the remaining life of the asset. Although referred to as an impairment reserve, the Company considers
the write-down an adjustment of cost basis of the asset, consistent with ASC 360-10-35-20. In the future filings, the Company will disclose
that these impairment write-downs established a new cost basis.

United States Securities and Exchange Commission

June 21, 2022

Page 3

Note 2. Summary of Significant Accounting Policies

Revenue Recognition and Cost of Sales, page 76

2. We note your disclosure on page 5 that as part of the contract with NVR, upon establishment of FFB assessments
on the lots, the Company is obligated to credit NVR with an amount equal to one year of FFB assessment per each lot purchased by NVR.
Please expand your policy to disclose how you account for such credits. Your disclosure should outline whether the Company recognizes
such credits as a reduction of revenue or costs of sales. In that regard, please tell us your consideration of the guidance in ASC 606-10-32-25
through 27.

Response: The Company has recorded credits for the
amounts due to NVR for FFB assessments of approximately $200,000 on a life to date basis of the arrangement and we do not anticipate these
credits to represent a material amount in aggregate. However, in future filings, the Company will expand our disclosure of FFB credit
to NVR to include the following:

Certain arrangements for the sale of buildable
lots to NVR require the Company to credit NVR with an amount equal to one year of the FFB assessment. Under ASC 606, the credits to NVR
are not in exchange for a distinct good or service and, accordingly; the amount of the credit was recognized as the reduction of revenue.

Note 10. Equity, page 95

3. We note your disclosure on page 99 that on July 13, 2020, due to share grants and warrant exercises, the
Company’s ownership percentage of Alset International fell below 50%, the entity was deconsolidated in accordance with ASC 810-10-40-5
and a gain of approximately $53 million was recorded. We further note on page 68 that as of December 31, 2021 you own 76.8% of Alset International
and it is once again a consolidated subsidiary of the Company. In order to better understand the Company’s accounting related to
the Alset International subsidiary, please tell us the following:

 ● where the Company presented the gain of approximately $53 million in its statement of operations and whether
the $53 million is included in the $61,346 net gain on investment in Alset International during the unconsolidated period;

 ● how the $61,346 was calculated and whether such “net” amount related to the Company reestablishing
control and therefore consolidating Alset International again;

  ● the facts and
circumstances that led to the Company reestablishing control; and

 ● how the Company considered the guidance in ASC 805 when considering the accounting once the Company reestablished
control of Alset International.

Response: On July 13, 2020, due to share grants by
Alset International and warrant exercises by stockholders of Alset International, the Company’s ownership percentage of Alset International
decreased from 55.37% to 49.62% and the entity was deconsolidated in accordance with ASC 810-10-45-5. A gain of approximately $53 million
was recorded as a result of the deconsolidation.

Following deconsolidation, the Company elected to
apply the Fair Value Option under ASU 2016-01 to the investment in Alset International as the Company still retained significant influence
over Alset International.

United States Securities and Exchange Commission

June 21, 2022

Page 4

On August 20, 2020, the Company acquired 30,000,000
common shares of Alset International from Chan Heng Fai in exchange for a two-year non-interest bearing note of $1,333,429. After this
transaction, the Company’s ownership of Alset International became 51.04%, at the point Alset International was required to be consolidated.
Upon reconsolidation a loss of approximately $22 million was recorded. During the unconsolidated period of 38 days (from July 13, 2020
to August 20, 2020) that the investment in Alset International was accounted for under ASU 2016-01, the Company recorded an unrealized
loss on the fair value of the investment of approximately $31 million.

The net gain on investment in Alset International
of $61,346 represented all the gains and losses netted during the 38 days period from the deconsolidation on July 13, 2020 until the reconsolidation
on August 20, 2020. $53 million gain at the moment of deconsolidation was substantially net off by $53 million losses from reconsolidation
and unrealized losses on the fair value of investment from Alset International. The Management believed it was clearer to group these
numbers together for the stakeholders to understand the Company’s operation results considering the short unconsolidated period,
the significant influence of the Company over Alset International even during the unconsolidated period, and that both of these companies
were under common control.

On August 20, 2020, the Company acquired 30,000,000
common shares of Alset International from Chan Heng Fai in exchange for a two-year non-interest-bearing note of $1,333,429. After this
transaction, the Company’s ownership in Alset International became 51.04% and Alset International was required to be consolidated.

At the time the Company reestablished control of Alset
International, Chan Heng Fai, the founder, Chairman and Chief Executive Officer of the Company owned 100% of the Company and more than
61% of Alset International. Both the Company and Alset International were under his control since January 1, 2020. ASC 805-50 provides
guidance on financial statement presentation when there has been a change in reporting entity under common control. ASC 805-50-45 defines
the transfer of a business among entities under common control to be recorded at carrying amount with retrospective adjustment of prior
period financial statements when reporting entity is changed. The reconsolidation of Alset International was recorded as entities under
common control at carrying amounts.

If you require additional information, please contact
the undersigned at (301) 971-3955.

    Very truly yours,

    Alset EHome International Inc.

    By:
    /s/
    Rongguo Wei

    Name:
    Rongguo
                                            Wei

    Title:
    Co-Chief
    Financial Officer

  cc:
  Darrin
  M. Ocasio, Sichenzia Ross Ference LLP

United States securities and exchange commission logo
June 6, 2022
Rongguo Wei
Chief Financial Officer
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
Re:Alset EHome International Inc.
Form 10-K for the year ended December 21, 2021
Filed March 31, 2022
File No. 001-39732
Dear Mr. Wei:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Real Estate Assets, page 43
1.We note your disclosure related to the breakdown of your capitalized construction costs
which includes an impairment reserve of approximately $5.2 million for the years ended
December 31, 2021 and December 31, 2020. Please tell us the nature of the impairment
reserve and the reason for establishing such a reserve. In that regard, please tell us how the
establishment of such an impairment reserve is consistent with the guidance on
impairments for long lived assets in ASC 360-10-35. Specifically, it is noted that such
guidance outlines a two step approach based on a trigger test to the extent there are any
impairment indicators and to the extent an impairment is identified after applying the two
step approach, any impairment recognized would adjust the carrying amount of the long
lived asset with restoration of a previously recognized impairment loss being prohibited.
See ASC 360-10-35-17 and ASC 360-10-35-20.

 FirstName LastNameRongguo  Wei
 Comapany NameAlset EHome International Inc.
 June 6, 2022 Page 2
 FirstName LastName
Rongguo  Wei
Alset EHome International Inc.
June 6, 2022
Page 2
Note 2. Summary of Significant Accounting Policies
Revenue Recognition and Cost of Sales, page 76
2.We note your disclosure on page 5 that as part of the contract with NVR, upon
establishment of FFB assessments on the lots, the Company is obligated to credit NVR
with an amount equal to one year of FFB assessment per each lot purchased by
NVR. Please expand your policy to disclose how you account for such credits. Your
disclosure should outline whether the Company recognizes such credits as a reduction of
revenue or costs of sales. In that regard, please tell us your consideration of the guidance
in ASC 606-10-32-25 through 27.
Note 10. Equity, page 95
3.We note your disclosure on page 99 that on July 13, 2020, due to share grants and warrant
exercises, the Company’s ownership percentage of Alset International fell below 50%, the
entity was deconsolidated in accordance with ASC 810-10-40-5 and a gain of
approximately $53 million was recorded. We further note on page 68 that as of December
31, 2021 you own 76.8% of Alset International and it is once again a consolidated
subsidiary of the Company. In order to better understand the Company's accounting
related to the Alset International subsidiary, please tell us the following:

•where the Company presented the gain of approximately $53 million in its statement
of operations and whether the $53 million is included in the $61,346 net gain on
investment in Alset International during the unconsolidated period;
•how the $61,346 was calculated and whether such "net" amount related to the
Company reestablishing control and therefore consolidating Alset International again;
•the facts and circumstances that led to the Company reestablishing control; and
•how the Company considered the guidance in ASC 805 when considering the
accounting once the Company reestablished control of Alset International.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Alset
EHome International Inc.

4800
Montgomery Lane, Suite 210

Bethesda,
MD 20814

May
3, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Ms. Melanie Singh and Mr. Jeffrey Gabor

    Re:

    Alset
    EHome International Inc.

    Registration
    Statement on Form S-3

    Filed
    April 11, 2022

    File
    No. 333-264234

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Alset EHome International Inc. (the “Company”) hereby
respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement
will become effective as of 5:20 P.M. Eastern Time, May 5, 2022, or as soon as practicable thereafter.

    Very
    truly yours,

    Alset
    EHome International Inc.

    By:
    /s/
    Anthony S. Chan

    Anthony S. Chan

    Chief
    Operating Officer

United States securities and exchange commission logo
April 14, 2022
Chan Heng Fai
Chairman and Chief Executive Officer
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
Re:Alset EHome International Inc.
Registration Statement on Form S-3
Filed April 11, 2022
File No. 333-264234
Dear Mr. Fai:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at  202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Darrin Ocasio, Esq.

CORRESP
1
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December
1, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street NE

Washington,
D.C. 20549

Attention:
Catherine De Lorenzo

    Re:
    Alset
    EHome International Inc.

    Registration
    Statement on Form S-1

    Filed
    December 1, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:15 p.m. Eastern Time, December 3, 2021, or as soon thereafter as
practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    :
    AEGIS
    CAPITAL CORP.

    By:
    /s/
    Robert Eide

    Name:
    Robert
    Eide

    Title:
    Chief
    Executive Officer

CORRESP
1
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December
1, 2021

VIA
EDGAR

Division
of Corporation Finance

Office
of Real Estate and Construction

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attn:

    Catherine
    De Lorenzo

Re: Alset
                                            EHome International Inc.

  Registration
                                            Statement on Form S-1

  Filed
                                            December 1, 2021

Dear
Ms. De Lorenzo:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Alset EHome International Inc. hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective at 5:15 p.m., Eastern Time, December 3,
2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

Very
truly yours,

    Alset
    EHome International Inc.

    By:

    /s/
    Michael Gershon

    Name:

    Michael
    Gershon

    Title:

    Chief
    Legal Officer

United States securities and exchange commission logo
November 24, 2021
Chan Heng Fai
Chairman and Chief Executive Officer
Alset EHome International Inc.
4800 Montgomery Lane
Suite 210
Bethesda, MD 20814
Re:Alset EHome International Inc.
Draft Registration Statement on Form S-1
Submitted November 18, 2021
CIK No. 0001750106
Dear Mr. Fai:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-4079 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Darrin M. Ocasio

CORRESP
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July
23, 2021

VIA
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington, D.C. 20549

    Attn:

    Hannah
    Menchel

    menchelh@SEC.GOV

    Jonathan
    Burr

    burrj@SEC.GOV

Re:
Alset EHome International Inc.

Registration
Statement on Form S-1

File
No. 333-258139

Dear Miss
Menchel and Mr. Burr:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Alset
EHome International Inc. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:15 p.m. Eastern Time, July 27, 2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

Very
truly yours,

    Alset EHome International Inc.

    By:

    /s/
    Michael Gershon

    Name:

    Michael
    Gershon

    Title:

    Chief
    Legal Officer

CORRESP
1
filename1.htm

July
23, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street NE

Washington,
D.C. 20549

Attention:
Stacie Gorman

    Re:
    Alset
    EHome International Inc.

    Registration
    Statement on Form S-1

    Filed
    July 23, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:15 p.m. Eastern Time, July 27, 2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    :
    AEGIS
    CAPITAL CORP.

    By:
    /s/
    Robert Eide

    Name:
    Robert
    Eide

    Title:
    Co-head
    of Investment Banking

United States securities and exchange commission logo
July 14, 2021
Michael Gershon
Chief Legal Officer
Alset EHome International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
Re:Alset EHome International Inc.
Draft Registration Statement on Form S-1
Submitted June 30, 2021
CIK No. 0001750106
Dear Mr. Gershon:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Hannah Menchel at 202-551-5702 or Jonathan Burr at 202-551-5833 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

May
6, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street NE

Washington,
D.C. 20549

Attention:
Stacie Gorman

    Re:
    Alset
    EHome International Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-255757

    Filed
    May 4, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alset EHome
International Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the
“Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement
(the “Registration Statement”) so as to become effective on Monday, May 10, 2021, at 4:05 p.m. Eastern Time,
or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please confirm orally that
event with our counsel, Sichenzia Ross Ference LLP., by calling Avital Perlman at 212-930-9700.

    Very
    truly yours,

    /s/
    Michael Gershon

    Michael
    Gershon

     Chief Legal Officer

CORRESP
1
filename1.htm

May
6, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Alset
    EHome International Inc. (CIK: 0001750106)

    Registration
    Statement No. 333-255757 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:05 p.m. Eastern Time, May 10, 2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution.

    By: AEGIS
    CAPITAL CORP.

    By:

    /s/
    Robert Eide

    Name:
    Robert
    Eide

    Title:
    Co-head
    of Investment Banking

CORRESP
1
filename1.htm

May
4, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street NE

Washington,
D.C. 20549

Attention:
Stacie Gorman

    Re:
    Alset EHome
    International Inc.

    Registration Statement
    on Form S-1

    Filed May 4, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alset EHome
International Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission
(the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement
(the “Registration Statement”) so as to become effective on Thursday, May 6, 2021, at 4:05 p.m. Eastern Time,
or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please confirm orally that
event with our counsel, Sichenzia Ross Ference LLP., by calling Avital Perlman at 212-930-9700.

    Very truly yours,

    /s/ Michael Gershon

    Michael Gershon

    Chief Legal Officer

CORRESP
1
filename1.htm

May
4, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Alset
    EHome International Inc. (CIK: 0001750106)

    Registration
    Statement No. 333-255757 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:05 p.m. Eastern Time, May 6, 2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS
    CAPITAL CORP.

    By:
    /s/
    Robert Eide

    Name:
    Robert
    Eide

    Title:
    Co-head
    of Investment Banking

United States securities and exchange commission logo
April 29, 2021
Chan Heng Fai
Chief Executive Officer
Alset EHome International Inc.
4800 Montgomery Lane
Suite 210
Bethesda, MD 20814
Re:Alset EHome International Inc.
Draft Registration Statement on Form S-1
Submitted April 19, 2021
CIK No. 0001750106
Dear Mr. Heng Fai:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Darrin M. Ocasio, Esq.

CORRESP
1
filename1.htm

hfent_corres

Aegis
Capital Corp.

810
Seventh Avenue 18th Floor

New
York, NY 10019

As
representatives of the several underwriters

VIA EDGAR

November
10, 2020

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Stacie Gorman, Esq.

Office
of Real Estate and Construction

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the
“Securities
Act”), the undersigned, as representatives of the
several underwriters of the Company’s proposed initial public
offering, hereby joins the Company’s request that the
effective date of the above-referenced Registration Statement be
accelerated so that the above-referenced Registration Statement
will be declared effective at 5:00 p.m., Eastern Time, on November
12, 2020 or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the Securities Act, the undersigned wishes to advise
you that the participating underwriters have effected the following
distribution of the Company’s Preliminary Prospectus, dated
October 29, 2020, through the date hereof:

Preliminary Prospectus dated October 29, 2020:

827
copies to prospective underwriters, institutional investors,
dealers and others

The
undersigned advises that it has complied and will continue to
comply, and that it has been informed by the participating
underwriters and dealers that they have complied with and will
continue to comply, with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

[Remainder
of Page Intentionally Left Blank]

Very
truly yours,

By
Aegis Capital Corp.

By:

  /s/
Robert J. Eide

Robert J. Eide, Chief Executive Officer

Acting
on behalf of itself and as the

Representative
of the several Underwriters

CORRESP
1
filename1.htm

hf_corresp

Aegis
Capital Corp.

810
Seventh Avenue 18th Floor

New
York, NY 10019

As
representatives of the several underwriters

VIA EDGAR

November
9, 2020

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Stacie Gorman, Esq.

Office
of Real Estate and Construction

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the
“Securities
Act”), the undersigned, as representatives of the
several underwriters of the Company’s proposed initial public
offering, hereby joins the Company’s request that the
effective date of the above-referenced Registration Statement be
accelerated so that the above-referenced Registration Statement
will be declared effective at 5:00 p.m., Eastern Time, on November
12, 2020 or as soon thereafter as is practicable.

The
undersigned advises that it has complied and will continue to
comply, and that it has been informed by the participating
underwriters and dealers that they have complied with and will
continue to comply, with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

[Remainder
of Page Intentionally Left Blank]

Very
truly yours,

By
Aegis Capital Corp.

By:

 /s/
Robert J. Eide

Robert J. Eide, Chief Executive Officer

Acting
on behalf of itself and as the

Representative
of the several Underwriters

CORRESP
1
filename1.htm

hfent_corres

November 9,
2020

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Construction

Re:

HF
Enterprises Inc.

  Amendment
No. 5 to Form S-1

  Filed
November 9, 2020

  File
No. 333-235693

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby filing in electronic format
through EDGAR with the U.S. Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended, one complete
copy of the Company’s Amendment No. 5 to Registration
Statement on Form S-1 (the “Amendment”), for the
registration of shares of the Company’s common
stock.

The
Amendment is revised solely to replace WestPark Capital Inc. with
Aegis Capital Corp. as the representative of the underwriters and
make conforming changes to the underwriting agreement.

Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 930-9700).

Very
truly yours,

/s/
Darrin M. Ocasio

Darrin
M. Ocasio

cc:
Michael Gershon

1185
Avenue of the Americas | 37th Floor | New York,
NY | 10036

T (212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

CORRESP
1
filename1.htm

hfent_corres

HF Enterprises Inc.

4800 Montgomery Lane, Suite 210

Bethesda, Maryland 20814

November 9,
2020

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Construction

Re:
HF Enterprises Inc.

Amendment
No. 5 to Form S-1

Filed
November 9, 2020

File
No. 333-235693

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, HF Enterprises Inc. hereby respectfully requests
acceleration of the effectiveness of the above-referenced
Registration Statement so that such Registration Statement will
become effective as of 5:00 p.m. Eastern Standard Time, November
12, 2020, or as soon as practicable thereafter.

Very
truly yours,

HF
Enterprises Inc.

By:
/s/ Rongguo
Wei

Name:
Rongguo Wei

Title:
Co-Chief Financial Officer

CORRESP
1
filename1.htm

hfent_corres

October
29, 2020

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Construction

Re:
HF Enterprises Inc.

  Amendment
No. 3 to Form S-1

  Filed
October 15, 2020

  File
No. 333-235693

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby filing in electronic format
through EDGAR with the U.S. Securities and Exchange Commission (the
“SEC”), pursuant to the Securities Act of 1933, as
amended, one complete copy of the Company’s Amendment No. 4
to Registration Statement on Form S-1 (the
“Amendment”), for the registration of shares of the
Company’s common stock, including one complete copy of the
exhibits listed as filed therewith.

The Amendment is revised to conform the number of
underwriter warrant shares covered by the legal opinion and update
current information about the Company. The Amendment also responds
to the comments received from the staff of the SEC
in its comment letter dated October
26, 2020, with respect to the Company’s Registration
Statement on Form S-1 filed with the SEC on October 15, 2020, as
discussed below.

To
facilitate the staff’s review, the comments are reproduced
before each of the Company’s responses thereto. All page
numbers referred to in the responses to the staff’s comments
correspond to the page numbers of the Amendment.

Comments and Responses

Form S-1/A filed October 15, 2020

Report of Independent Registered Public Accounting Firm, page
F-40

1.

We note on page
F-80 that the subsequent events relating to the changes in the
Company’s ownership of Alset International occurred after the
date of the auditors’ report.  Please have your auditors
explain to us how they considered the date of these subsequent
events in dating their report.  Refer to AS 3110.04 of the
standards of the PCAOB.

Response: Our auditor has updated the
auditor’s report on page F- 40.

Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 930-9700).

Very
truly yours,

/s/
Darrin M. Ocasio

Darrin
M. Ocasio

cc:
Michael Gershon

1185
Avenue of the Americas | 37th Floor | New York,
NY | 10036

T (212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
October 26, 2020
Michael Gershon
Chief Legal Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda, MD 20814
Re:HF Enterprises Inc.
Amendment No. 3 to Form S-1
Filed October 15, 2020
File No. 333-235693
Dear Mr. Gershon:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 9, 2020 letter.
Form S-1/A filed October 15, 2020
Report of Independent Registered Public Accounting Firm, page F-40
1.We note on page F-80 that the subsequent events relating to the changes in the Company’s
ownership of Alset International occurred after the date of the auditors’ report.  Please
have your auditors explain to us how they considered the date of these subsequent events
in dating their report.  Refer to AS 3110.04 of the standards of the PCAOB.

 FirstName LastNameMichael Gershon
 Comapany NameHF Enterprises Inc.
 October 26, 2020 Page 2
 FirstName LastName
Michael Gershon
HF Enterprises Inc.
October 26, 2020
Page 2
            You may contact Jorge Bonilla at 202-551-3414 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Darrin M. Ocasio, Esq.

CORRESP
1
filename1.htm

hfent_corres

October
15, 2020

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Construction

Re:
HF Enterprises Inc.

  Amendment
No. 2 to Form S-1

  Filed
September 18, 2020

  File
No. 333-235693

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby filing in electronic format
through EDGAR with the U.S. Securities and Exchange Commission (the
“SEC”), pursuant to the Securities Act of 1933, as
amended, one complete copy of the Company’s Amendment No. 3
to Registration Statement on Form S-1 (the
“Amendment”), for the registration of shares of the
Company’s common stock, including one complete copy of the
exhibits listed as filed therewith.

The Amendment includes a revised underwriting
agreement and revises the disclosure related to underwriting
compensation accordingly. The Amendment also responds to the
comments received from the staff of the SEC in its comment letter dated October 9, 2020, with
respect to the Company’s Registration Statement on Form S-1
filed with the SEC on September 18, 2020, as discussed
below.

To
facilitate the staff’s review, the comments are reproduced
before each of the Company’s responses thereto. All page
numbers referred to in the responses to the staff’s comments
correspond to the page numbers of the Amendment.

1185
Avenue of the Americas | 37th Floor | New York,
NY | 10036

T (212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Comments and Responses

Form S-1/A filed September 18, 2020

General

1.

Please file a
revised legal opinion that identifies the number of
securities being issued.

Response: A revised legal opinion has
been filed as Exhibit 5.1 to the Amendment.

Note 10. Related Party Transactions

Deposit Received from Warrants Exercise, page F-27

2.

We note your
disclosure that the deposit of $1,419,605 received for a warrant
exercise to acquire shares of Alset International was recorded in
accounts payable and accrued expenses as of June 30, 2020.  It
appears that you have reflected the deposit as an operating cash
inflow on your Condensed Consolidated Statements of Cash Flows.
Please tell us what consideration you gave to ASC 230-10-45-12(b)
when determining how to reflect this deposit.

Response: We agree with your comment and
have corrected both operating cash flow and financing cash flow to
reflect an adjustment of $1,419,605.

Note 17. Subsequent Events

Changes of Ownership Percentage of Alset International, page
F-38

3.

We note your
response to prior comment 2. Please revise to disclose the
information provided in your response regarding your accounting for
the deconsolidation of Alset International during the period that
the Company’s ownership percentage of Alset International was
less than 50%. Also, revise to disclose the amount of the loss that
you recognized relating to the above accounting.

Response: The Company has revised the
disclosure in the Amendment on pages F-38 and F-80 to address the
information requested by this comment. We have updated the section
entitled “Changes of Ownership Percentage of Alset
International” in Note 17 of the notes to the financial
statements for the six month period ended June 30, 2020 and 2019
and Note 19 of the notes to the financial statements for the years
ended December 31, 2019 and 2018. We have disclosed the information
you have requested, including the amount of loss and gain
recognized relating to the loss of control in the period from July
13, 2020 to August 20, 2020. The updated disclosure in these
subsequent events notes is as follows:

Changes
of Ownership Percentage of Alset International

From
July 1, 2020 to October 15, 2020, Alset International issued
324,697,062 common shares. During the period from July 13, 2020 to
August 20, 2020, the Company’s ownership of Alset
International ranged between 49.62% and 49.11%. On August 20, 2020,
the Company acquired 30,000,000 common shares from Chan Heng Fai in
exchange for a two-year non-interest bearing note of $1,333,429.
After that transaction, the Company’s ownership was 51.04%.
The Company’s ownership is 51.04% as of October 15,
2020.

The
Company’s ownership percentage of Alset International was
less than 50% (it ranged between 49.62% and 49.11%) from July 13,
2020 to August 20, 2020, for a total 38 days. During this period,
the Company did not have a controlling financial interest in Alset
International but still retained a significant influence so Alset
International was accounted for under the equity method in
accordance with ASC322-10. On July 13, 2020, the Company
deconsolidated Alset International and recognized a gain of
approximately $53 million with ASC 810-10-45-5, the difference
between fair market value of stocks of Alset International the
Company held and the Company’s equity book value of Alset
International. On August 20, 2020, the Company regained greater
than 50% ownership of Alset International and reconsolidated the
entity. The Company recognized a loss of approximately $22 million,
the difference between fair market value of stocks of Alset
International the Company held and the Company’s equity book
value of Alset International. During the period from July 13, 2020
to August 20, 2020, the Company recognized a loss of approximately
$31 million through fair value option to measure the investment of
Alset International at fair value. These gains and losses will be
reflected in the Condensed Consolidated Statements of Operations
and Other Comprehensive Income but will not change the result of
net income as if the Company still had consolidated Alset
International in this period.

As of
October 15, 2020 Alset International has outstanding warrants and
options to purchase 1,982,286,206 and 1,061,333 shares,
respectively. Of the warrants outstanding, HF Enterprises Inc.
holds warrants to purchase 359,834,471 shares, Chan Heng Fai, our
founder and CEO, holds warrants to purchase 1,590,925,000 shares,
and warrants to purchase 31,526,735 shares are held by third
parties. All of the outstanding options to purchase 1,061,333
shares are owned by Chan Heng Fai. Due to this, the Company does
not expect to own less than 50% of Alset International moving
forward.

Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 930-9700).

Very
truly yours,

/s/
Darrin M. Ocasio

Darrin
M. Ocasio

cc:
Michael Gershon

1185
Avenue of the Americas | 37th Floor | New York,
NY | 10036

T (212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
October 9, 2020
Michael Gershon
Chief Legal Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda, MD 20814
Re:HF Enterprises Inc.
Amendment No. 2 to Form S-1
Filed September 18, 2020
File No. 333-235693
Dear Mr. Gershon:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 20, 2020 letter.
Form S-1/A filed September 18, 2020
General
1.Please file a revised legal opinion that identifies the number of securities being issued.
Note 10. Related Party Transactions
Deposit Received from Warrants Exercise, page F-27
2.We note your disclosure that the deposit of $1,419,605 received for a warrant exercise to
acquire shares of Alset International was recorded in accounts payable and accrued
expenses as of June 30, 2020.  It appears that you have reflected the deposit as an
operating cash inflow on your Condensed Consolidated Statements of Cash Flows. Please

 FirstName LastNameMichael Gershon
 Comapany NameHF Enterprises Inc.
 October 9, 2020 Page 2
 FirstName LastName
Michael Gershon
HF Enterprises Inc.
October 9, 2020
Page 2
tell us what consideration you gave to ASC 230-10-45-12(b) when determining how to
reflect this deposit.
Note 17. Subsequent Events
Changes of Ownership Percentage of Alset International, page F-38
3.We note your response to prior comment 2. Please revise to disclose the information
provided in your response regarding your accounting for the deconsolidation of Alset
International during the period that the Company’s ownership percentage of Alset
International was less than 50%. Also, revise to disclose the amount of the loss that you
recognized relating to the above accounting.
            You may contact Jorge Bonilla at (202) 551-3414 or Kristi Marrone at (202) 551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at (202) 551-3585 or Jim Lopez at (202) 551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Darrin M. Ocasio, Esq.

CORRESP
1
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hfe_corresp

September 18,
2020

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Construction

Re:

HF
Enterprises Inc.

Amendment
No. 1 to Form S-1

Filed
July 30, 2020

File
No. 333-235693

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby filing in electronic format
through EDGAR with the U.S. Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended, one complete
copy of the Company’s Amendment No. 2 to Registration
Statement on Form S-1 (the “Amendment”), for the
registration of shares of the Company’s common stock,
including one complete copy of the exhibits listed as filed
therewith.

The Amendment responds to the comments received
from the staff of the SEC in
its comment letter dated August 20, 2020, with respect to the
Company’s Registration Statement on Form S-1 filed with the
SEC on July 30, 2020, as discussed below, summarizes the revised
terms of the proposed offering of common stock, and provides
updated disclosures pertaining to the Company’s business
operations and financial statements.

To
facilitate the staff’s review, the SEC’s comments are
reproduced before each of the Company’s responses thereto.
All page numbers referred to in the responses to the staff’s
comments correspond to the page numbers of the
Amendment.

1185
Avenue of the Americas | 37th Floor | New York,
NY | 10036

T (212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Comments and Responses

Form S-1/A filed July 30, 2020

Note 3. Summary of Significant
Accounting Policies Sale of the Front Foot Benefit
Assessments, page F-15

1.

Please revise to
disclose the amount of revenue from the front foot benefit
assessment that you have recognized from homeowners and sales of
the collection rights to investors. Also, revise to clarify whether
these assessments are subject to amendment by regulatory agencies.
This comment also applies to the fiscal year financial
statements.

Response: We have disclosed the amount
of revenue from the front foot benefit assessment and clarified
whether these assessment are subject to amendment by regulatory
agencies in our interim and fiscal year financial statements'
footnotes on pages F-15 and F-53 as follows:

The
agreement with these FFB investors is not subject to amendment by
regulatory agencies and thus our revenue from FFB assessment is not
either. During the six months ended on June 30, 2020 and 2019, we
recognized revenue in the amounts of $115,202 and $236,614 from FFB
assessments, respectively. During the three months ended on June
30, 2020 and 2019, we recognized revenue in the amounts of $74,880
and $225,717 from FFB assessment, respectively. During the years
ended on December 31, 2019 and 2018, we recognized revenue in the
amounts of $548,457 and $413,595 from FFB assessments,
respectively.

Note 17. Subsequent Events

Changes of Ownership Percentage of SeD Ltd, page F-34

2.

We note your
disclosure that the Company’s ownership interest in SeD Ltd
changed from 65.4% as of March 31, 2020 to 49.1% as of July 30,
2020. Please tell us how you will account for this loss of control
over SeD Ltd and the guidance upon which you relied. Also, tell us
whether SeD Ltd has outstanding warrants or other equity rights
held by other parties that could further reduce your ownership
interest in this entity if they were exercised. This comment also
applies to the fiscal year financial statements.

Response: The Company’s ownership
percentage of SED Ltd was less than 50% (in the amount of
approximately 49.6% – 49.1%) from July 13, 2020 to August 20,
2020, for a total of 38 days. During this period, the Company did
not have a majority financial interest in SeD Ltd but still
retained a significant influence that was accounted for under the
equity method in accordance with ASC322-10. The Company recognized
a loss in accordance with ASC 810-10-40-5 and chose the fair value
option to measure the investment at fair value. In the financial
statements for the quarterly period ending September 30, 2020, and
the financial statements for the fiscal year ending December 31,
2020, we intend to consolidate SeD Ltd as a subsidiary except for
those 38 days in which our ownership percentage was below
50%.

 As of
September 18, 2020, SeD Ltd has a total number of warrants
outstanding to purchase 1,982,286,206 shares of SeD Ltd and options
outstanding to purchase 1,061,333 shares. Among these warrants, the
Company holds warrants to purchase 359,834,471 shares and Mr. Chan
Heng Fai, the Company’s founder and CEO, holds warrants to
purchase 1,590,925,000 shares, for a combined total of
1,950,759,471 (representing 98.4% of the total number of warrants
outstanding). All of the options to purchase shares described above
belong to Mr. Chan. In the immediate future, the Company intends to
maintain its ownership in SeD Ltd at more than 50% by exercising
additional warrants.

Planned Reorganization of Certain Biohealth Activities, page
F-34

3.

Please tell us how
you will account for the share exchange agreement with DSS relating
to the reorganization of your Biohealth entities and the guidance
upon which you relied.

Response: On April 27, 2020, Global BioMedical Pte Ltd
(“GBM”), one of our subsidiaries, entered into a share
exchange agreement with DSS BioHealth Security, Inc.
(“DBHS”), a wholly owned subsidiary of Document
Securities Systems Inc. (“DSS”), pursuant to which,
DBHS agreed to acquire all of the outstanding capital stock of
Impact BioMedical Inc., a wholly owned subsidiary of GBM, through a
share exchange. It was agreed that the aggregate consideration to
be issued to GBM for Impact BioMedical Inc. would be the following:
(i) 483,334 newly issued shares of DSS common stock; and (ii)
46,868 newly issued shares of a new series of DSS perpetual
convertible preferred stock with a stated value of $46,868,000
($1,000 per share). The convertible preferred stock can be
convertible into shares of DSS common stock at a conversion price
of $6.48 of preferred stock stated value per share of common stock,
subject to a 19.9% beneficial ownership conversion limitation (a
so-called “blocker”) based on the total issued
outstanding shares of common stock of DSS beneficially owned by
GBM. Holders of the convertible preferred stock will have no voting
rights, except as required by applicable law or regulation, and no
dividends will accrue or be payable on the convertible preferred
stock. The holders of convertible preferred stock will be entitled
to a liquidation preference of $1,000 per share, and DSS will have
the right to redeem all or any portion of the then outstanding
shares of convertible preferred stock, pro rata among all holders,
at a redemption price per share equal to such liquidation value per
share.

Under
ASU 2014-08, a disposal transaction meets the definition of a
discontinued operation if all of the following criteria are
met:

1.

The disposal group
constitutes a component of an entity or a group of components of an
entity.

2.

The component of an
entity (or group of components of an entity) meets the
held-for-sale classification criteria, is disposed of by sale, or
is disposed of other than by sale (e.g., “by abandonment, in
an exchange measured based on the recorded amount of the
nonmonetary asset relinquished, or in a distribution to owners in a
spinoff”).

3.

The disposal of a
component of an entity (or group of components of an entity)
“represents a strategic shift that has (or will have) a major
effect on an entity’s operations and financial
results”.

Impact
BioMedical Inc. and its subsidiaries have financial reporting. The
transaction is a disposal by sale and has a major effect on the
Company’s financial results. Since it meets all of the test
criteria set forth above, we have treated this disposal transaction
as a discontinued operation in our financial
statements.

On
August 21, 2020, the transaction closed and Impact BioMedical Inc
became a wholly owned subsidiary of DBHS. GBM received 483,334
shares of DSS common stock and 46,868 shares of DSS preferred
stock, which preferred shares could be converted to 7,232,716
common shares (however, any conversion will be subject to the
blocker GBM has agreed to, as described above). After this
transaction, we hold 500,001 shares of the common stock of DSS,
representing 9.7% of the outstanding common stock of DSS. Our CEO,
Chan Heng Fai owns an additional 14.5% of the common stock of DSS
(not including any common or preferred shares we hold) and is the
executive chairman of the board of directors of DSS. The Company
has elected the fair value option for the DSS common stock that
would otherwise be accounted for under the equity method of
accounting. ASC 820, Fair Value Measurement and Disclosures,
defines the fair value of the financial assets. We value DSS common
stock under level 1 category through quoted prices and preferred
stock under level 2 category through the value of the common shares
into which the preferred shares are convertible. The quoted price
of DSS common stock was $6.95 as of August 21, 2020. The total fair
value of DSS common and preferred stocks GBM received as
consideration for the disposal of Impact BioMedical was
$53,626,548. As of August 21, 2020, the net asset value of Impact
BioMedical was $57,143. The difference of $53,569,405 was recorded
as additional paid in capital. We did not recognize gain or loss
from this transaction as it was a related party
transaction.

Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 930-9700).

Very
truly yours,

/s/
Darrin M. Ocasio

Darrin
M. Ocasio

cc:
Michael Gershon

United States securities and exchange commission logo
August 20, 2020
Chan Heng Fai
Chairman and Chief Executive Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda MD 20814
Re:HF Enterprises Inc.
Amendment No. 1 to Form S-1
Filed July 30, 2020
File No. 333-235693
Dear Mr. Heng Fai:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 13, 2020 letter.
Form S-1/A filed July 30, 2020
Note 3. Summary of Significant Accounting Policies
Sale of the Front Foot Benefit Assessments, page F-15
1.Please revise to disclose the amount of revenue from the front foot benefit assessment that
you have recognized from homeowners and sales of the collection rights to investors.
Also, revise to clarify whether these assessments are subject to amendment by regulatory
agencies.  This comment also applies to the fiscal year financial statements.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 August 20, 2020 Page 2
 FirstName LastName
Chan Heng Fai
HF Enterprises Inc.
August 20, 2020
Page 2
Note 17. Subsequent Events
Changes of Ownership Percentage of SeD Ltd, page F-34
2.We note your disclosure that the Company’s ownership interest in SeD Ltd changed from
65.4% as of March 31, 2020 to 49.1% as of July 30, 2020.  Please tell us how you will
account for this loss of control over SeD Ltd and the guidance upon which you relied.
Also, tell us whether SeD Ltd has outstanding warrants or other equity rights held by other
parties that could further reduce your ownership interest in this entity if they were
exercised.  This comment also applies to the fiscal year financial statements.
Planned Reorganization of Certain Biohealth Activities, page F-34
3.Please tell us how you will account for the share exchange agreement with DSS relating to
the reorganization of your Biohealth entities and the guidance upon which you relied.
            You may contact Jorge Bonilla at 202-551-3414 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Sonia Barros at 202-551-3655 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Spencer G. Feldman, Esq.

CORRESP
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hfe_corresp

EMAIL:
SFELDMAN@OLSHANLAW.COM

DIRECT
DIAL:
212.451.2234

July
30, 2020

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Construction

Re:

HF
Enterprises Inc.

Form
S-1

Filed
December 23, 2019

File
No. 333-235693

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby filing in electronic format
through EDGAR with the U.S. Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended, one complete
copy of the Company’s Amendment No. 1 to Registration
Statement on Form S-1 (the “Amendment”), for the
registration of shares of the Company’s common stock,
including one complete copy of the exhibits listed as filed
therewith.

The Amendment responds to the comments received
from the staff of the SEC in
its comment letter dated January 13, 2020, with respect to the
Company’s Registration Statement on Form S-1 filed with the
SEC on December 23, 2019, as discussed below.

Courtesy
copies of this letter and the Amendment (as marked to reflect
changes), together with all exhibits, are being provided directly
to the staff for its convenience (attention: Stacie Gorman, Esq.)
in the review of the foregoing documents.

To
facilitate the staff’s review, the SEC’s comments are
reproduced before each of the Company’s responses thereto.
All page numbers referred to in the responses to the staff’s
comments correspond to the page numbers of the
Amendment.

July
30, 2020

Page
2

Comments and Responses

Form S-1

General

1.

We note your
response to comment 11 of our letter dated December 10, 2018. Your
disclosure currently states that this sole and exclusive forum
provision will not apply in those instances where there is
exclusive federal jurisdiction, including but not limited to
actions arising under the Securities Act or the Exchange Act.
Please note that Section 27of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If you intend to exclude the
exclusive forum provision from all actions arising under the
Securities Act and the Exchange Act, please revise your disclosure
and certificate of incorporation accordingly.

Response: In response to the SEC’s
comment, the Company has added the language marked below to the
risks factors, description of capital stock and the certificate of
incorporation. These changes were previously discussed and cleared
by Ms. Gorman of the staff.

Page
26:

Our certificate of incorporation provides that the Court of
Chancery of the State of Delaware will be the exclusive forum for
substantially all disputes between us and our stockholders, which
could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or
employees.

Our
certificate of incorporation provides that, unless we consent in
writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be the sole and exclusive
forum for (i) any derivative action or proceeding brought on our
behalf, (ii) any action asserting a claim of breach of a fiduciary
duty owed by our directors, officers or other employees to us or to
our stockholders, (iii) any action asserting a claim against us or
any director, officer or other employee arising pursuant to any
provision of the Delaware General Corporation Law, our certificate
of incorporation or bylaws or (iv) any action asserting a claim
that is governed by the internal affairs doctrine, in all cases to the fullest extent
permitted by law and subject to the court having personal
jurisdiction over the indispensable parties named as defendants;
provided that these provisions of our certificate of incorporation
will not apply to suits brought to enforce a duty or liability
created by the Exchange Act, or any other claim for which the
federal courts have exclusive jurisdiction. Our certificate of
incorporation further provides that the federal district courts of
the United States of America will be the exclusive forum for
resolving any complaint asserting a cause of action arising under
the Securities Act, unless we consent in writing to the selection
of an alternative forum.

These exclusive-forum provisions may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers or other
employees and may discourage these types of lawsuits. Further, the
enforceability of similar choice of forum provisions in other
companies’ certificates of incorporation has been challenged
in legal proceedings, and it is possible that a court could find
these types of provisions to be inapplicable or
unenforceable.

July
30, 2020

Page
3

Page
81:

Choice of Forum

Our
certificate of incorporation provides that, unless we consent in
writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be the sole and exclusive
forum for (i) any derivative action or proceeding brought on our
behalf, (ii) any action asserting a claim of breach of a fiduciary
duty owed by our directors, officers or other employees to us or to
our stockholders, (iii) any action asserting a claim against us or
any director, officer or other employee arising pursuant to any
provision of the Delaware General Corporation Law, our certificate
of incorporation or bylaws or (iv) any action asserting a claim
governed by the internal affairs doctrine, in all cases to the fullest
extent permitted by law and subject to the court having personal
jurisdiction over the indispensable parties named as defendants;
provided that these provisions of our certificate of incorporation
will not apply to suits brought to enforce a duty or liability
created by the Exchange Act, or any other claim for which the
federal courts have exclusive jurisdiction. Our certificate of
incorporation further provides that the federal district courts of
the United States of America will be the exclusive forum for
resolving any complaint asserting a cause of action arising under
the Securities Act, unless we consent in writing to the selection
of an alternative forum.

Article
VIII of Certificate of Incorporation:

Unless
the Corporation consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware
shall be the sole and exclusive forum for (A) any derivative action
or proceeding brought on behalf of the Corporation, (B) any action
asserting a claim of breach of a fiduciary duty owed by any
director, officer or other employee of the Corporation to the
Corporation or the Corporation’s stockholders, (C) any action
asserting a claim arising pursuant to any provision of the DGCL, or
(D) any action asserting a claim governed by the internal affairs
doctrine as such doctrine exists under the law of the State of
Delaware, in all cases to
the fullest extent permitted by law and subject to the court having
personal jurisdiction over the indispensable parties named as
defendants. This paragraph of Article VIII shall not apply to suits
brought to enforce a duty or liability created by the Securities
Exchange Act of 1934, as amended, or any other claim for which the
federal courts have exclusive jurisdiction.

Unless the Corporation consents in writing to the selection of an
alternative forum, the federal district courts of the United States
of America shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities
Act of 1933, as amended.

Any person or entity holding, owning or otherwise acquiring any
interest in any security of the Corporation shall be deemed to have
notice of and consented to the provisions of this Certificate of
Incorporation.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Other Income (Expense), page 38

2.

We note your
disclosure that the Company had other expenses of $8,624,344 and
$6,146,279 in the nine months ended September 30, 2019 and
September 30, 2018, respectively. These amounts are inconsistent
with your statements of operations on page F-2. Please revise to
correct these discrepancies.

Response: The Company has reviewed the
disclosure of other expenses under MD&A in the Amendment to
correct any discrepancies.

July
30, 2020

Page
4

Item 16. Exhibits and Financial Statement Schedules

Exhibit 23.2 Independent Registered Public Accounting Firm’s
Consent, page II-3

3.

Please revise to
include an updated auditors’ consent.

Response: The auditors’ consent in
the Amendment is currently dated.

The
Company respectfully requests the staff’s review of the
Amendment on an expedited basis in order to meet the
Company’s goal of an August 2020 initial public
offering.

Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 451-2234).

Very truly
yours,

/s/ Spencer G.
Feldman

Spencer G.
Feldman

cc: Mr.
Jorge Bonilla

      Mr.
Daniel Gordon

      Sonia
Barros, Esq., Assistant Director

      Michael
Gershon, Esq.

      Thomas
Poletti, Esq.

January 13, 2020
Chan Heng Fai
Chairman and Chief Executive Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda MD 20814
Re:HF Enterprises Inc.
Form S-1
Filed December 23, 2019
File No. 333-235693
Dear Mr. Heng Fai:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1
General
1.We note your response to comment 11 of our letter dated December 10, 2018.  Your
disclosure currently states that this sole and exclusive forum provision will not apply in
those instances where there is exclusive federal jurisdiction, including but not limited to
actions arising under the Securities Act or the Exchange Act.  Please note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.  If you intend to exclude the exclusive forum

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 January 13, 2020 Page 2
 FirstName LastName
Chan Heng Fai
HF Enterprises Inc.
January 13, 2020
Page 2
provision from all actions arising under the Securities Act and the Exchange Act, please
revise your disclosure and certificate of incorporation accordingly.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other Income (Expense), page 38
2.We note your disclosure that the Company had other expenses of $8,624,344 and
$6,146,279 in the nine months ended September 30, 2019 and September 30, 2018,
respectively.  These amounts are inconsistent with your statements of operations on page
F-2.  Please revise to correct these discrepancies.
Item 16. Exhibits and Financial Statement Schedules
Exhibit 23.2 Independent Registered Public Accounting Firm’s Consent, page II-3
3.Please revise to include an updated auditors’ consent.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jorge Bonilla at 202-551-3414 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Sonia Barros at 202-551-3655 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Spencer G. Feldman, Esq.

CORRESP
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Blueprint

December
23, 2019

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Commodities

Ladies
and Gentlemen:

Re:

HF
Enterprises Inc.

Registration Statement on Form S-1

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby publicly filing in electronic
format through EDGAR with the U.S. Securities and Exchange
Commission, pursuant to the Securities Act of 1933, as amended, one
complete copy of the Company’s Registration Statement on Form
S-1 (the “Registration Statement”), for the
registration of shares of the Company’s common stock,
including one complete copy of the exhibits listed as filed
therewith.

The Registration Statement responds to the
comments received from the staff of the SEC in its comment letter dated November 25, 2019,
with respect to the Company’s Amendment No. 2 to Draft
Registration Statement on Form S-1 (CIK No. 0001750106) submitted
confidentially to the Division of Corporation Finance by the
Company on November 13, 2019, as discussed
below.

The
Registration Statement, as amended from the previously submitted
Draft Registration Statement, covers 2,600,000 shares of common
stock to be offered by the Company in its initial public offering,
plus up to 390,000 additional shares of common stock to cover
over-allotments, if any. The Company currently estimates that the
initial public offering price will be between $6.00 and $8.00 per
share.

Courtesy
copies of this letter and the Registration Statement (as marked to
reflect changes), together with all exhibits, are being provided
directly to the staff for its convenience (attention: Stacie
Gorman, Esq.) in the review of the foregoing
documents.

To
facilitate the staff’s review, the SEC’s comments are
reproduced before each of the Company’s responses thereto.
All page numbers referred to in the responses to the staff’s
comments correspond to the page numbers of the Registration
Statement.

December
23, 2019

Page
2

Comments and Responses

Amendment No. 3 to Confidential Form S-1

General

1. Please
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If you intend to exclude the
exclusive forum provision from instances where there is exclusive
federal jurisdiction and concurrent federal and state jurisdiction,
please revise your disclosure to clarify. You may also revise your
disclosure to state the provision does not apply to all federal
securities laws claims, and if you do, please clarify that all
federal securities laws claims are excluded instead of
“certain” actions. Please also revise your disclosure
and certificate of incorporation to be
consistent.

Response: The exclusive forum provision
of the Company’s certificate of incorporation would not
apply, nor would any other provision thereof, if it conflicted with
any federal law requiring exclusive federal jurisdiction, including
all such actions arising
under the Securities Act or the Exchange Act. As requested by the
staff, the Company has revised the certificate of incorporation and
the corresponding disclosure in the Registration Statement to
clarify this point. See Exhibit 3.3, which has been re-filed, and
pages 26 and 71.

Financial Statements, page F-1

2. Please
revise to include updated financial statements in accordance with
Rule 8-08 of Regulation S-X.

Response: In compliance with Rule 8-08
of Regulation S-X, the Company’s financial statements and
corresponding data have been updated through September 30, 2019 in
the Registration Statement.

With
this public filing, we believe that all information required by the
staff has been provided. The Company is aware of the road show
timing and filing requirements under Section 6(e) of the Securities
Act. The Company and the underwriter wish to be able to complete
this offering in late January 2020.

Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 451-2234).

 Very truly
yours,

/s/
Spencer G. Feldman

Spencer
G. Feldman

cc: Mr.
Jorge Bonilla

      Mr.
Daniel Gordon

      Sonia
Barros, Esq., Assistant Director

      Mr.
Chan Heng Fai

      Michael
Gershon, Esq.

      Thomas
Poletti, Esq.

November 25, 2019
Chan Heng Fai
Chairman and Chief Executive Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda MD 20814
Re:HF Enterprises Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 13, 2019
CIK No. 0001750106
Dear Mr. Heng Fai:
            We have reviewed your amended 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.
Amendment No. 3 to Confidential Form S-1
General
1.Please note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules
and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If you
intend to exclude the exclusive forum provision from instances where there is exclusive
federal jurisdiction and concurrent federal and state jurisdiction, please revise your
disclosure to clarify.  You may also revise your disclosure to state the provision does not

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 November 25, 2019 Page 2
 FirstName LastName
Chan Heng Fai
HF Enterprises Inc.
November 25, 2019
Page 2
apply to all federal securities laws claims, and if you do, please clarify that all federal
securities laws claims are excluded instead of “certain” actions.  Please also revise your
disclosure and certificate of incorporation to be consistent.
Financial Statements, page F-1
2.Please revise to include updated financial statements in accordance with Rule 8-08 of
Regulation S-X.
            You may contact Jorge Bonilla at 202-551-3414 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Sonia Barros at 202-551-3655 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Spencer G. Feldman, Esq.

CORRESP
1
filename1.htm

Blueprint

EMAIL:
SFELDMAN@OLSHANLAW.COM

DIRECT DIAL:
212.451.2234

November
12, 2019

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100 F
Street, N.E.

Washington,
D.C. 20549

Attn.:
Stacie Gorman, Esq.

          Office
of Real Estate and Commodities

Ladies
and Gentlemen:

Re:

HF
Enterprises Inc.

Draft
Registration Statement on Form S-1

Ladies
and Gentlemen:

On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we hereby confidentially submit through
EDGAR for confidential non-public review under Section 6(e) of the
Securities Act of 1933, one complete copy of the Company’s
Confidential Draft Submission No. 3 to the captioned Registration
Statement on Form S-1 (the “Registration Statement”),
for the registration of $15,000,000 in shares of the
Company’s common stock, including one complete copy of the
exhibits listed as filed therewith.

The
Registration Statement responds to the comments received from the
staff of the SEC in its comment letter dated September 9, 2019,
with respect to the Company’s Amendment No. 1 to Draft
Registration Statement on Form S-1 (CIK No. 0001750106) submitted
confidentially to the Division of Corporation Finance by the
Company on August 12, 2019, as discussed below.

Courtesy copies of
this letter and the Registration Statement (as marked to reflect
changes), together with all exhibits, are being provided directly
to the staff for its convenience (attention: Stacie Gorman, Esq.)
in the review of the foregoing documents.

To
facilitate the staff’s review, the SEC’s comments are
reproduced before each of the Company’s responses thereto.
All page numbers referred to in the responses to the staff’s
comments correspond to the page numbers of the Registration
Statement.

November
12, 2019

Page
2

Comments
and Responses

Form DRS/A filed August 12, 2019

Prospectus Summary, page 1

1.

We note your response to comments 1 and 2 of our letter dated
December 10, 2018. Please note that we have referred your response
to the Division of Investment Management for further review, and
they will contact you directly when they have completed their
review. Please feel free to contact the Division of Investment
Management staff member referenced below regarding their
review.

Response: Based on our communications
with the Division of Investment Management, it is our understanding
that this review has now been completed.

Risk Factors

Our
international operations expose us to additional legal and
regulatory risks..., page 20

2.

We note your response to comment 7 of our letter. Please address
risks associated with international regulations that specifically
impact your business. Please also revise your business section as
appropriate to address regulations that impact your business
plan.

Response: This disclosure has been
revised. Please see page 20.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Real Estate Assets, page 33

3.

We note your response to prior comment 19. Please revise your
disclosure on page 35 to reconcile the line item Construction-Sold
Lots with the line item Cost of Sales for the Property Development
segment on page F-74. This comment also applies to the interim
financial statements.

Response: On page 35, the capitalized
construction costs show the capitalized development costs and total
property value as of June 30, 2019 and December 31, 2018. It is a
balance sheet number, showing the total capitalized costs from the
beginning of the project to those dates. These numbers agree with
the Properties under
Development on consolidated balance sheets. Construction – Sold lots is also
total allocated capitalized cost of these sold lots from the
beginning of project to these financial closing dates. The
Cost of Sales for Property
Development segment
on page F-67 is the allocated cost matching the lot sales,
including land cost, construction cost and finance cost, in the
one-year period. It is a P/L number. These two types of numbers
could not be reconciled.

Digital Transformation Technology, page 53

4.

We note your response to comment 26 of our letter and we reissue
our comment in part. Please provide more detailed disclosure
regarding the business of and services provided by HotApp
Blockchain and describe the stage of development of its blockchain
technology. Please clarify whether this entity is continuing to
create digital assets and how these assets are being 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.

Response: This disclosure has been
revised. Please see page 53.

Consolidated Statements of Operations and Other Comprehensive
Income (Loss), page F-3

5.

Please provide to us additional details regarding the nature of and
the accounting for the Gain on Disposal of Subsidiary and the
guidance upon which you relied.

November
12, 2019

Page
3

Response: On October 25, 2018, HotApps
International Pte. Ltd. (“HIP”), one of the
Company’s subsidiaries, entered into an Equity Purchase
Agreement with DSS Asia Limited (“DSS Asia”), a Hong
Kong subsidiary of DSS International Inc. (“DSS
International”), pursuant to which HIP agreed to sell to DSS
Asia all of the issued and outstanding shares of HotApps
Information Technology Co. Ltd., also known as Guangzhou HotApps
Technology Ltd. (“Guangzhou HotApps”). Guangzhou
HotApps was a wholly owned subsidiary of HIP. The parties to the
Equity Purchase Agreement agreed that the purchase price for this
transaction would be $100,000, which would be paid in the form of a
two-year, interest free, unsecured, demand promissory note in the
principal amount of $100,000, and that such note would be due and
payable in full in two years. The closing of the Equity Purchase
Agreement was subject to certain conditions; these conditions were
met and the transaction closed on January 14, 2019.

Consideration
received

 $100,000

Net liabilities
disposal of

  164,935

Cumulative exchange
gain in respect of the net liabilities of subsidiary

  34,320

Gain on
disposal

 $299,255

We
followed guidance ASC 810-10-40: A parent shall account for the
deconsolidation of a subsidiary by recognizing a gain or loss in
net income attributable to the parent, measured as: a) the fair
value of any consideration received, and b) the carrying amount of
the former subsidiary’s net assets and
liabilities.

Report of Independent Registered Public Accounting Firm, page
F-42

6.

Please revise to include the date of the accountants’ report.
Refer to Rule 2-02 (a) (1) of Regulation S-X.

Response: This date has been added on
page F-35.

Consolidated Statements of Stockholder’s Equity, page
F-45

7.

Please provide to us additional details regarding the nature of and
the accounting for Unrealized Gains Reclassification and the Shares
Issued in Exchange Agreements and the guidance upon which you
relied.

Response:

Unrealized Gains Reclassification

We
adopted ASU 2016-01, Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities (“ASU 2016-01”), as of January 1,
2018. The new guidance requires equity investments (except those
accounted for under the equity method of accounting, or those that
result in consolidation of the investee) with readily determinable
fair values to be measured at fair value with changes in fair value
recognized in net income. Under previous guidance, an unrealized
gain or loss should be recognized as other comprehensive income.
Upon adoption, we reclassified $1,961,835 of previously recognized
unrealized gain from accumulated other comprehensive income to
accumulated deficit.

Shares Issued in Exchange Agreements

On
October 1, 2018, Chan Heng Fai made the following transfers of
holding companies to the Company:

1.

100% of the
ownership interest in Heng Fai Enterprises Pte. Ltd. (“Heng
Fai Enterprises”) in exchange for 500,000 shares of the
Company. Heng Fai Enterprises holds 2,480,000 shares (14.23%) of
Vivacitas Oncology Inc. (“Vivacitas”), a U.S.-based
biopharmaceutical company. Heng Fai Enterprises’ cost to
purchase these Vivacitas shares was $200,128.

2.

100% of the
ownership interest in Global eHealth Limited (“Global
eHealth”) in exchange for 1,000,000 shares of the Company.
Global eHealth holds 46,226,673 shares (19.8%) of Holista CollTech
Limited (“Holista”), a public Australian company that
produces natural food ingredients.

November 12,
2019

Page 4

These
transactions were under common control and ASC 805-50 provides
guidance on preparing financial statements and related disclosure.
If the nature of the net assets transferred does not result in a
change in the reporting entity, the receiving entity presents the
net assets received in its separate financial statements
prospectively from the date of the transfer. ASC 250-10 provides
guidance on accounting for a change in the reporting entity. None
of the above two transactions resulted in a change in the reporting
entity and the Company should present the net assets received in
its separate financial statements prospectively for October 1,
2018.

Vivacitas
was acquired after the adoption of ASU 2016-01. The Company applied
ASC 321 and elected the measurement alternative for equity
investments that do not have readily determinable fair values and
do not qualify for the practical expedient in ASC 820 to estimate
fair value using the NAV per share. Under the alternative, we
measure Vivacitas at cost, less any impairment, plus or minus
changes resulting from observable price changes in orderly
transactions for an identical or similar investment of the same
issuer. On October 1, 2018, the fair value of Vivacitas stock was
$200,128.

For the
Holista investment, in accordance with ASU 2016-01, the Company
records all equity investments with readily determinable fair
values at fair value and has elected the Fair Value Option
(“FVO”) for this equity investment. Holista is a
publicly traded company and fair value of the equity investment is
determined by the quoted stock price. On October 1, 2018, the fair
value of Holista stock was $2,270,802.

Under
ASC 860-10-55-78, these financial assets should be measured at fair
value. On October 1, 2018, the total fair value of $2,470,930 for
Vivacitas and Holista was recognized as additional paid in capital
of the Company.

Basis of Presentation and Principles of Consolidation, page
F-50

8.

We note your disclosure that the acquisitions of Heng Fai
Enterprises and Global eHealth were accounted for prospectively as
of October 1, 2018 instead of as of January 1, 2017. Please tell us
how you considered ASC 805-50-45.

Response:

ASC
805-50-45 defines the transfer of a business among entities under
common control at carrying amount with retrospective adjustment of
prior period financial statements. If the nature of the net assets
transferred does not result in a change in the reporting entity,
the receiving entity presents the net assets received in its
separate financial statements prospectively from the date of the
transfer.

ASC 250
defines a change in the reporting entity as a change that results
in financial statements that, in effect, are those of a different
reporting entity. ASC 250 generally limits a change in the
reporting entity to the following:

●
Presenting consolidated or combined financial statements in place
of financial statements of individual entities.

●
Changing specific subsidiaries that make up the group of entities
for which consolidated financial statements are
presented.

●
Changing the entities included in combined financial
statements.

Neither
a business combination accounted for by the acquisition method nor
the consolidation of a variable interest entity (VIE) pursuant to
Topic 810 is a change in reporting entity. Because the guidance in
ASC 250-10 is limited, entities must use judgment in determining
whether the receiving entity has undergone a change in the
reporting entity. The guidance focuses on combining entities or
subsidiaries; however, we believe that entities should assess the
substance of the transfer rather than its legal form. Typically, the transfer of an asset or a group
of similar assets will not result in a change in the reporting
entity. For example, the transfer of one or several parcels
of land with no other assets or liabilities or any related
operations would not be expected to result in a change in the
reporting entity. Similarly, if an
asset or a group of similar assets constitutes the only assets in a
legal entity and the receiving entity receives the shares of that
legal entity as a result of a common-control transfer, we believe
that entities should assess the nature of the assets transferred
rather than the fact that they were transferred as part of a legal
entity. We do not believe that an entity should come to a
different conclusion solely on the basis of how the transfer is
structured (exchange of shares versus a transfer of net
assets).

November 12,
2019

Page 5

In
connection with the Company’s acquisition of Hengfai
International, Heng Fai Enterprises and Global eHealth were
reviewed with regard to the substance of the transfer, rather than
its legal form.

Unlike
Heng Fai Enterprises and Global eHealth, Hengfai International
contained a majority-owned operating subsidiary, Singapore
eDevelopment Ltd, and in substance represents a subsidiary for
which consolidated financial statements would be prepared. The
nature of the net assets transferred resulted in a change in the
reporting entity. HF Enterprises presents the net assets received
in its separate financial statements retrospectively for all
periods during which the entities or net assets were under common
control, similar to a pooling of interests under APB Opinion 16. In
this instance, the retrospective period would be the 2017 financial
statements.

For
both Heng Fai Enterprises and Global eHealth, although in form they
are legal entities, in substance the entities’ composition is
that of assets representing equity instruments. As such, their
transfer would not change the entities to be consolidated in the
financial statements prepared. Since the nature of the net assets
transferred does not result in a change in the reporting entity,
the Company presents the net assets received in its separate
financial statements prospectively from the date of the transfer or
October 1, 2018. For more detail transactions, please refer to the
response to question 7.

9.

We note your tabular disclosure of the entities that you have
consolidated. Please tell us your basis for consolidating those
entities in which your attributable interest is no more than 50%
and the guidance upon which you relied. This comment also applies
to the interim financial statements.

Response: There are some entities that
Singapore eDevelopment Ltd, one of the Company’s
subsidiaries, owns more than 50% directly. However, the Company
owns 69.11% of Singapore eDevelopment Ltd. In some situations, the
Company may own less than 50% of an entity, but still consolidate
such entity into the Company. For example, Singapore eDevelopment
Ltd owns 53% of iGalen Inc. The Company thereby owns 36.63% of
iGalen Inc. (representing 69.11% of Singapore eDevelopment
Ltd.’s 53% ownership interest) but consolidates iGalen Inc.
into the group’s financial statements.

10.

We note your response to prior comment 40 relating to the
accounting for the acquisition of Hengfai Asset Management Pte.
Ltd. and SeD Intelligent Home Inc. Please revise your disclosure on
page F-50 to disclose this information. This comment also applies
to the interim financial statements.

Response: The information was disclosed
on page F-43.

On May
9, 2017, SeD Capital Pte. Ltd., a subsidiary of the Company,
enter

September 9, 2019
Chan Heng Fai
Chairman and Chief Executive Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda MD 20814
Re:HF Enterprises Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 12, 2019
CIK No. 0001750106
Dear Mr. Heng Fai:
            We have reviewed your amended 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/A filed August 12, 2019
Prospectus Summary, page 1
1.We note your response to comments 1 and 2 of our letter dated December 10, 2018.
Please note that we have referred your response to the Division of Investment
Management for further review, and they will contact you directly when they have
completed their review. Please feel free to contact the Division of Investment
Management staff member referenced below regarding their review.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 September 9, 2019 Page 2
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
September 9, 2019
Page 2
Risk Factors
Our international operations expose us to additional legal and regulatory risks..., page 20
2.We note your response to comment 7 of our letter. Please address risks associated with
international regulations that specifically impact your business. Please also revise your
business section as appropriate to address regulations that impact your business plan.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Real Estate Assets, page 33
3.We note your response to prior comment 19. Please revise your disclosure on page 35 to
reconcile the line item Construction-Sold Lots with the line item Cost of Sales for the
Property Development segment on page F-74. This comment also applies to the interim
financial statements.
Digital Transformation Technology, page 53
4.We note your response to comment 26 of our letter and we reissue our comment in
part.  Please provide more detailed disclosure regarding the business of and services
provided by HotApp Blockchain and describe the stage of development of its blockchain
technology. Please clarify whether this entity is continuing to create digital assets and how
these assets are being 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
Consolidated Statements of Operations and Other Comprehensive Income (Loss), page F-3
5.Please provide to us additional details regarding the nature of and the accounting for the
Gain on Disposal of Subsidiary and the guidance upon which you relied.
Report of Independent Registered Public Accounting Firm, page F-42
6.Please revise to include the date of the accountants’ report. Refer to Rule 2-02 (a) (1) of
Regulation S-X.
Consolidated Statements of Stockholder’s Equity, page F-45
7.Please provide to us additional details regarding the nature of and the accounting for
Unrealized Gains Reclassification and the Shares Issued in Exchange Agreements and the
guidance upon which you relied.
Basis of Presentation and Principles of Consolidation, page F-50
8.We note your disclosure that the acquisitions of Heng Fai Enterprises and Global eHealth
were accounted for prospectively as of October 1, 2018 instead of as of January 1, 2017.
Please tell us how you considered ASC 805-50-45.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 September 9, 2019 Page 3
 FirstName LastNameChan Heng Fai
HF Enterprises Inc.
September 9, 2019
Page 3
9.We note your tabular disclosure of the entities that you have consolidated. Please tell us
your basis for consolidating those entities in which your attributable interest is no more
than 50% and the guidance upon which you relied. This comment also applies to the
interim financial statements.
10.We note your response to prior comment 40 relating to the accounting for the acquisition
of Hengfai Asset Management Pte. Ltd. and SeD Intelligent Home Inc. Please revise your
disclosure on page F-50 to disclose this information. This comment also applies to the
interim financial statements.
Note 3. Summary of Significant Accounting Policies
Real Estate Assets, page F-55
11.We note your response to prior comment 37 and your disclosure of capitalized interest.
Please revise to disclose the amount of other costs capitalized described on page F-55.
This comment also applies to the interim financial statements.
Note 12. Related Parties Transactions
Notes Payable, page F-79
12.We note your response to prior comment 30 that you received the confirmation from the
debtor that the loan needs not to be paid within one year. Please revise Note 12 to disclose
this information. This comment also applies to the interim financial statements.
13.Please reconcile the amount of notes payable to related parties on page F-79 with the
balance sheet.
Note 3. Equity, page F-81
14.We note your response to prior comment 41 relating to the $1,107,039 merger reserve.
Please revise to clarify whether this reserve had any impact on assets, liabilities and net
income (loss) and if so explain why.
15.Please provide to us additional details regarding the Capital Gain from Merger Under
Common Control presented in the statement of stockholders' equity, how you accounted
for this item and the guidance upon which you relied. Also, clarify whether this reserve
had any impact on assets, liabilities and net income (loss) and if so explain why.
16.Please revise to include the disclosure required by ASC 220-10-45-14A relating to
accumulated other comprehensive income. This comment also applies to the interim
financial statements.

 FirstName LastNameChan Heng Fai
 Comapany NameHF Enterprises Inc.
 September 9, 2019 Page 4
 FirstName LastName
Chan Heng Fai
HF Enterprises Inc.
September 9, 2019
Page 4
Note 15. Investments Measured at Fair Value, page F-85
17.We note your response to prior comment 42. We reissue our prior comment in its entirety
as it relates to each investment included in “Investment securities- Fair Value Option”
disclosed on page F-85. This comment also applies to the interim financial statements.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-3
18.We note that you have entered into various agreements with M&T Bank as referenced on
page 51.  Please file these agreements in accordance with Item 601(b)(10) of Regulation
S-K or tell us why you believe these agreements are not material.
            You may contact Jorge Bonilla at 202-551-3414 or Daniel Gordon, Senior Assistant
Chief Accountant, at 2-551-3486 if you have questions regarding comments on the financial
statements and related matters.With respect to questions relating to our comment regarding the
Investment Company Act, please contact Rochelle Plesset in the Division of Investment
Management at (202) 551-6840. Please contact Stacie Gorman at 202-551-3585 or Sonia Barros,
Assistant Director, at 202-551-3655 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       Spencer G. Feldman, Esq.

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