Alset Inc (AEI)

[Bearslayer]

Ladies and Gentlemen:

Please accept this letter as an amendment to the registration statement to include the delaying amendment language required by Securities and Exchange Commission Rule 473 as follows:

“The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.”

We appreciate the staff’s comments, and request that the staff contact Darrin Ocasio, Esq. at [phone] with any questions or comments.

Sincerely,

/s/ Michael Gershon
Michael Gershon, Chief Legal Officer